The Software Freedom Conservancy is an organization composed of Free, Libre and Open Source Software (FLOSS) projects (called Conservancy's “member projects”). Conservancy is a fiscal sponsor for these member projects, thus the Conservancy's member projects benefit from financial, administrative services and non-profit oversight. By joining the Conservancy, member projects can obtain the benefits of a formal legal structure while keeping themselves focused on software development.
What are the benefits of joining the Conservancy?
One of the principal benefits of joining the Conservancy is that member projects get all the protections of being a corporate entity without actually having to form and maintain one. These benefits include, most notably, the ability to collect earmarked project donations and protection from personal liability for the developers of the project. Projects can continue to operate in the same way they did before joining the Conservancy without having to select a board of directors or any other layer of corporate management, without having to maintain corporate records and without having to do any of the other things required of incorporated entities. The Conservancy handles all of that burden on behalf of its projects.
The Conservancy is a tax-exempt 501(c)(3) organization, so member projects can receive tax-deductible donations to the extent permitted by law. The Conservancy files a single tax return that covers all of its member projects and handles other corporate and tax related issues on behalf of its members, who are, of course, always free to join and leave the Conservancy at any time. Additionally, by not having to form a new organization, projects avoid having to pay the fees and spend the time required by the state incorporation and federal tax exemption application processes.
Another benefit of joining the Conservancy is that projects can use it to hold assets, which are managed by the Conservancy on behalf of and at the direction of the project. For example, any monies received by a project are put in a separate Conservancy fund and maintained there until the project directs the Conservancy to do something with the funds. This prevents developers from having to commingle project funds with their own accounts or having to set up their own project specific account. Since the Conservancy is a tax-exempt organization, there are some limits that the law places on what member projects can do with their assets, but those limits are the same as if the project was an independent non-profit entity.
All of these benefits are currently provided for free. The Conservancy does not currently charge its member projects any fees. The Conservancy of course welcomes and appreciates voluntary contributions from member projects to help cover the cost of providing these services.
How does a project join the Conservancy?
In order to join, projects need to meet certain criteria, including the requirement that the project be exclusively devoted to the development of Free and Open Source Software and that it be consistent with the Conservancy's tax-exempt purposes and the financial requirements imposed by the IRS. Most FLOSS projects will meet these requirements. To find out if your project can join the Conservancy, or to get more information, contact us, preferably by email. Qualifying projects that wish to join the Conservancy will form an agreement with the Conservancy that sets out all of their rights and responsibilities.
While any project licensed under a widely recognized FOSS license can apply, the Conservancy seeks in particular projects that are well-established and have some track record of substantial contributions from a community of volunteer developers. The Conservancy does gives higher priority to projects that have an established userbase and interest, but also tries to accept some smaller projects with strong potential.
If my project joins the Conservancy, how will it change?
Substantively, member projects continue to operate in the same way as they did before joining the Conservancy. So long as the project remains devoted to Free and Open Source Software and operates consistently with the Conservancy's tax-exempt status, the Conservancy does not intervene in the project's development other than to provide administrative assistance. For example, the Conservancy keeps and maintains books and records for the project and assists with the logistics of receiving donations, but does not involve itself with technical or artistic decision making. Projects are asked, however, to keep the Conservancy up to date on their activities.
Once a project joins, who owns its assets (money, copyrights, trademarks, etc.)?
The Conservancy holds assets on behalf of its member projects and manages and disburses those assets in accordance with the project's wishes. Monies received by the Conservancy on behalf of a project are kept track of separately for each specific project and the management of those funds is directed by the project. For example, if a donor wanted to contribute $100 to Project X, they would formally make the donation to the Conservancy and identify Project X as the desired project to support. The Conservancy would then deposit the check and earmark the funds for use by Project X. Project X would then tell the Conservancy how that money should be spent.
Similarly, any copyrights, trademarks or other assets transferred to a project can also be held by the Conservancy on behalf of the project. A significant service that the Conservancy provides its members is a vehicle through which copyright ownership in the project can be unified. There are several advantages to having a consolidated copyright structure, including that it makes enforcement activity easier and more effective. However, although it is almost always beneficial for projects to consolidate their copyrights, such is not a requirement in order to join the Conservancy.
How can a project leave the Conservancy?
As set out in an agreement between member projects and the Conservancy, projects can leave the Conservancy at any time. Federal tax exemption law, though, states that projects must transfer their assets from the Conservancy in a way that is consistent with the Conservancy's not-for-profit tax status — meaning the assets cannot be transferred to an individual or a for-profit entity. Generally, a project would either find another fiscal sponsor or form their own independent tax-exempt non-profit.
Who runs the Conservancy?
Like many non-profits, The Conservancy is directed by a self-perpetuating Board of Directors, who appoint Officers to carry out the day-to-day operations of the Conservancy. The Directorship of the Conservancy is designed to include both talented non-profit managers and seasoned FOSS project leaders who can both guide the administrative operations of the organization as well as mentor member project leadership as needed. Our Directors constantly search for additional directors who can contribute a variety of expertise and perspective related to the Conservancy's mission.
Like all USA non-profits, the Conservancy files an annual Form 990 and, as a non-profit in the State of New York, files an annual CHAR-500 with New York State. Below, Conservancy makes available these filings for public inspection: