A new legal framework for OuiShare

Thank you @benjamintincq for those explanations :-) I just have difficulties to "visualize" the volunteer contributions of the whole global community. Have you (I mean people from OuiShare ;-)) done any work on that you could point me to? In the drive for example (I don't yet have access to it)? Just to understand... because I made a roughly calculation, with 70 connectors working 20 hours per month for free for OuiShare, and a cost per hour of about 50€ (base of a net income 4000€ for executive positions) it makes 840 K€ :-)
I found an interesting document on that btw: http://www.associations.gouv.fr/IMG/pdf/benevolat_valorisation_comptable_2011.pdf

Anyway, if you have studied that option and it doesn't solve the problem, I guess taking the commercial activities out is the only option... and in that case there needs to be a discussion on which form of incorporation.

All this challenges are super important for us to grow :)
Creating a commercial entity from scratch also gives us the possibility to discuss peacefully on the ownership structure and execution of this entity. I look forward to have a further discussion on this. Overall: I see an opportunity if there's enough interest from the connectors group to create an enterprise that has the mission to nurture collaboration and discussion through events and gatherings.

Given the quality of the involved team, with such a player I'ld be willing to:
- Work on
- Advise / Invest In

And I think others would. Therefore the distribution of this company equity is a very interesting opportunity and should be as open as possible for the community. Then, we need to think on how and if this company should re-distribute dividends or maybe redistribute surplus leaning towards a B-Corp / SocEnt reinvesting in sustainable developments and mission related activities.

This company may or not be strongly linked with ouishare in terms of brand - subject to discussion - but I still need to form an idea on what should the agreement re the Fest (which is crucial).

I also think that there are a lot of other contexts in which this company can provide value / have opportunities (eg: Q12016 Business event in Milan, The fair in Germany, new formats for realtime strategy-making, learning experiences, retreats, etc...). Agree with Francesca that this could be global.

Maybe this could be the MVP of an "ecosystem" of brands that want to be part of an "assembly"???

@myriamboure yes, we looked into this option with the assistance of the expert comptable who checks our accounts.
That's what we wanted to do this year, so that POC21 can provide tax deduction receipts for big partners. But the conclusion of this inquiry was that there was still a pretty high risk, which would be a burden not only for us, but also for people in charge in the future (for at least 3 years). One option was to make a provision of 20% for each and every tax deduction receipt that we provide. This does not seem reasonable at a large scale, and POC21 team decided not to go into it.
Also, you would never value volunteer work based on a net income of 4000 euros :) Calculations are usually made upon the SMIC or medium wage.

I hope this answers your questions, but please ask if it is not clear ! :)

I am not familiar with French non-profit law, it would be great to have a lawyer in this conversation, to clarify the questions that @myriamboure is raising, would it be possible to hire one?

Also, I am wondering how the Fest will happen? Will the commercial entity "hire" connectors to work on the fest? Will the fest production be based on volunteers? If so, how is that commercial? Can the fest exist with just the core group that is working in that sector or will they have to outsource help from the non-profit sector, and (sorry for redundancy) will that work be paid?

BTW as non profit we can apply for free legal advice from http://thomsonreuters.com/en/products-services/legal.html ( http://thomsonreuters.com/en/products-services/legal.html )

[email protected] ( [email protected] ) was the contact a while ago. It was not too complicated to apply yet we never completed the process

@bezdomny we have talked with many experienced people.. we could hire a lawyer for sure, but I bet they will give the same answer, and we will have spent 5K and another 2 months in the process. At some point we (not the lawyer) need to make choices, because risk zero does not exist.

What exactly would you need to know to feel more confident with the decision ? I can provide more information about the FR non-profit law if needed....

Yeah @bezdomny as @floreberlingen explains, this is the kind of discussion we've been we've having in the OuiShare (France) team for the last three years, during which we had plenty of time to ask advice from many people, including lawyers who have been advisors of OuiShare since the very begining (ex: Anne-Laure Brun Buisson). This specific part, about taking all "commercial" activities in general, and the Fest in particular, is actually pretty simple, there is no "legal rocket science" or real technical question here ;) it's more a choice to optimize the fiscality of our activities.

The part where I think that we would need a lawyer though, would be the actual design of this new organization: should it be a non-profit or a company ; if it's the company what is its ownership (and can OuiShare own part of it) ; is it a supplier, or a co-producer / partner, or does it use the OuiShare Fest license ; how is OuiShare formally involved in the governance of the structure ... etc. But at this moment we're just validating the idea of setting up this new structure, before entering the real work.

And regarding the volunteers part, three things:

• the Fest production is ALREADY considered commercial, and we pay taxes on its organization ; this does not prevent us from having volunteers in any way. The decision is just about moving that production to another structure.

• then even though we need to find the right details with a lawyer (see above) OuiShare would still the organizer of OuiShare Fest. Only its production would be delegated to a third party (the new structure)

• even if we find out with the lawyer that the third party structure needs to be the legal organizer of OuiShare Fest, it can still be a (commercial) non-profit, like OuiShare is today. and I think even if it was a company, there would not be any problems in having volunteers (cf. music festivals for instance) but I'm not 100% sure so this would have to be checked

Mozilla case with a working link :) >> https://en.wikipedia.org/wiki/Mozilla_Corporation

If you read above carefully, the Mozilla option is not a possibility (in France at least), IF we want the non-profit structure, which owns the for-profit, to give tax deductions. Any commercial activities linked to the non-profit structure would comprise the non-commercial entity from doing this.

But so now that step 1, creating a new structure to manage the Fest, is agreed upon, we can start discussing the exact options for what type of structure and how it is linked to the non-profit.

Francesca

Sent from mobile

As per the decision above, we decided a few months ago to take all commercial activities out of the French OuiShare Non-Profit structure -- to become a non-profit serving only the public good -- to be able to start giving tax deductions from to companies and therefore getting access to other funding sources or higher funding amounts.

Consequently, all commercial activities that will occur around OuiShare Fest 2016, such as sponsors and ticket sales, must be transacted through a new legal entity.

I have done a lot of thinking over the past weeks about what type of structure we should create and have come to the following conclusion on what will best fit our imminent needs:

Create a new non-profit structure that is a commercial non-profit (which is what OuiShare has been till now), which serves solely as a vehicle for ticketing and collecting sponsorship money for all our events, also internationally, if useful. This structure would not own OuiShare Fest or use the OuiShare brand, but will simply be a service provider that takes care of part of the event production.

We still need to figure out the details of the cash flows between our existing and this new entity, but Julie could manage both of them as tresurer of the new structure, with me as "président" -- the aim being that no money stays in this structure but we basically spend all money that comes in on event production costs. The structure could be called "Collaborative Event Production" for instance, but this name would not appear anywhere other than on invoices.

Why I suggest this option:

• if it is an "Association" (non-profit in French), there is no question regarding the ownership of this new structure, since non-profits have no owners *creating an Asso is the easiest, fastest and cheapest type of structure you can create from an administrative perspective (much easier than a company)
• we do not have a lot of time because we need to open ticket sales for the Fest in a few weeks latest, and I do not want to rush a decision on creating a company (which implies other larger questions).

I would not rule out that maybe in the long term we decide it may make sense to create a company for these commercial activities, but since for now we need something that functionally fullfills our needs, I think an Asso is the best choice. THIS IS NO LONG TERM COMMITMENT: Nothing stops us from trying something different after the next edition, if we don't think it is optimal afterall.

To sum up, this new entity solves our functional problem that we need to take all commercial activties out of OuiShare ASAP, without us needing to create a new brand or company to invest in. Therefore it also does not have any impact on governance or how the Fest team is organized.

Please let me know if you have any clarification questions! Due to the reasons mentioned above, I will move forward in creating this structure in the coming days, unless anyone has major concerns with this option.