Please answer this questions with a maximum of 150 words per question.
Deadline: Monday 15th 9 am CET
On resilence: I’m worried about the GNOME foundation being purely an US thing - which dangers do you see, which remedies?
From an European perspective, a 501(c)3 is a strange governance structure. I would wonder, whether directors are aware of the differences between 501(c)3 and other kind of European associations and if they see the need to change the legal structure of the Foundation. On a personal note, I see the 501(c)3 as problematic. It is a company with a non-profit status. As a consequence directors, once elected, are accountable and respond to the company itself, while in European associations they are merely the executive arm of the General Assembly. This has lots of implications for things like approving budgets, hiring personnel, or resolving governance issues.
On resilence: I’m worried about the GNOME foundation being purely an US thing - which dangers do you see, which remedies?
The US is certainly unstable right know and I can empathize with the reaction that, for instance, we may want to move the Foundation someplace else. However, there are practical limitations to what we can do here. Moving a Foundation abroad is at the very least difficult and expensive.
I would instead advocate for redundancy for the resources that the community would be unable to recover/rebuild on its own should things go bad. I believe that the data held on the Foundation’s infrastructure is probably the most important example of that. I believe that the community, given just an archive of our previous work, would be able to rebuild. To that end, we should probably have at least mirrors of our projects in other jurisdictions, so that the community won’t completely lose access should the Foundation’s infrastructure disappear one day.
From an European perspective, a 501(c)3 is a strange governance structure. I would wonder, whether directors are aware of the differences between 501(c)3 and other kind of European associations and if they see the need to change the legal structure of the Foundation. On a personal note, I see the 501(c)3 as problematic. It is a company with a non-profit status. As a consequence directors, once elected, are accountable and respond to the company itself, while in European associations they are merely the executive arm of the General Assembly. This has lots of implications for things like approving budgets, hiring personnel, or resolving governance issues.
First, I think this ties heavily into the previous question. 501(c)3 is the mechanism we have available in the US. Sure, there are other forms of tax exemptions but they don’t apply to us. If you want a charity with human members with tax-deductible donations, and you’re based in the US, 501(c)(3) is it.
Though also, I’m not sure that 501(c)(3) is all that different to what you’ve got in Europe. After all: it’s a tax status, not a legal structure. And being held accountable to the Foundation’s purpose and interest over personal gain is a feature of many legal structures, including European associations. For instance: board members of German associations (e.V.) also have a “Duty of Care” and “Duty of Loyalty” towards the association and can be held personally liable for breaching these duties.
I agree with Adrian’s analysis. Moving the Foundation wholesale is impractical, and redundancy for critical infrastructure and data is the right immediate priority. I would add one thing: I think establishing a European/Asian/African/… sister entity is worth exploring seriously, not as a replacement but as a complement. The risk of duplication is real (split governance, fundraising competition), and fragmented community identity are dangers that we would need to design against carefully.
But a lightweight European structure, focused on legal presence and financial resilience rather than duplicating the Foundation’s mission, could give us meaningful protection without those downsides.
With my limited understanding of this question, I do think Adrian is right that directors in both systems have duties of care and loyalty. But I think the deeper issue isn’t individual accountability, it’s where structural authority sits.
In a loi 1901 (France), the Board executes the will of the General Assembly. German e.V. structures like KDE’s (in use since 1997) follow a similar member-governed logic. In a 501(c)(3), the Board holds primary authority and the membership’s role is largely limited to electing directors.
That difference has real consequences. I don’t think we need to abandon the 501(c)(3), but I would advocate for giving our General Assembly more authority within the existing structure, starting with the bylaw amendments I have already proposed, while exploring a complementary entity for resilience.
The main dangers are concentration and trust. Concentration: too much of our funding, resources and legal footing sit in one jurisdiction, a resilience risk if circumstances there change. The threat is real: recent US policy changes didn’t hit GNOME, but badly affected peers like the PSF, which dropped an NSF grant over new conditions. Trust: much of the new funding energy and many contributors are in Europe, and a US entity can be a point of friction for European funders. The remedies aren’t all-or-nothing: diversify funding across European programmes like Sovereign Tech and NLnet (NGI0, Horizon), build European relationships (e.g. in the Advisory Board), and explore EU-friendly structures for specific activities like Flathub. The Foundation should monitor the US policy environment (e.g. councilofnonprofits.org), and if circumstances worsen or a funding opportunity excludes the US, the board can consider collaborating with an existing European body, or eventually a sibling entity, as others suggest.
Yes, building on Adrian and Guillaume: directors in both systems owe duties of care and loyalty, so on accountability this is less different than it looks. Ours is a California Nonprofit Public Benefit Corporation, with 501(c)(3) the federal tax status on top, and directors are accountable to the members and to the mission. Under our bylaws members don’t just elect directors: they hold the constitutional votes on the Articles and Bylaws, mergers, dissolution and major asset disposals, plus a referendum right. What the board holds between elections is operational power, and that is the real contrast with a European assembly that approves budgets directly. I wouldn’t re-incorporate just to change governance; as Adrian notes, US options are limited. I’m open to adjusting members’ involvement or to complementary entities where beneficial, but cautious: we’ve had spells where active directors were scarce (disengaged members could be even worse!), and other cases like TDF show these structures can add operational friction.
Multiple candidates have answered already, but I will reiterate that under California law, the Foundation is a membership-based corporation. We are directly accountable to our mission and our members —that’s us!! We are the Foundation. In addition, there are structures in place to adjust bylaws, vote directors in, etc. And apparently hold debates.
Ultimately, our 501(c)(3) status is just the legal wrapper required to protect our assets, handle banking, and interface with the global economy. Structurally and spiritually, it functions just like a European association: the members drive the project, and the board exists to represent them.
As someone who’s had to speak with the IRS in the past to preserve our status and has seen other Free Software projects fail to get that status, I’d be really loathe to give it up without a really good reason.
That being said, I know the US is having a moment right now and I’m sympathetic to the desire to look into other jurisdictions. I’ll say two things about that:
I don’t have any insight into existing Board plans in this space, but I would expect it would be subject to a cost-benefit analysis. It sounds reasonable on the surface but the details matter. It’s really complex to move money globally between non-profits.
If we ever do have a second foundation, we need to structure it as part of the wider foundation (community), with the same directors for both. I would not want to see a split organization.
Apologize for my late response, I had a medical emergency that I had to the handle for the past 2-3 days. My responses below:
There is much to be worried about with a 501c3 non-profit under the current U.S. govt. Specifically, their obvious focus on organizations that implement DEI. For us, diversity is an important part of community - to attract people to help with our mission of Free Software. If we aren’t building equitable community then our mission is harder.
Others have mentioned PSF and other instances. Since I’m on a mailing list of other open source based non-profits, there was a thread about moving to Europe. Several non-profits have plans in place to move to Europe in case the federal govt decides to take action against them. While some might feel like that this might be difficult, we should absolutely have some kind of plan in case we do manage to gain the attention of the federal govt.
I’m not really aware of how a European non-profit runs but if what you describe is correct then moving the foundation to europe would be a monumental ask that would require a review of everything.
One thing that we should came in mind that is an advantage for GNOME from a fundraising perspective is that many companies in the U.S. like to donate to 501c3 organizations. Especially, large companies like Google, Intel, and others have their own foundations where their employees can declare the hours they work for a non-profit like GNOME and the foundation can get money. For instance, about a decade or so ago, I put in my hours for working on GNOME as a director and engagement team member and netted $10k money from my employer.
So, we could leverage some of those to help the foundation. With so many of the world’s tech companies based in the U.S. (or maybe less as digital sovereignty takes hold) there is an advantage of keeping our non-profit in the U.S.