Applying to Join Conservancy as a Member Project

Part of Conservancy's activity is through its member projects. These projects become formally part of Conservancy and have a close relationship with our activity. Most of our projects are purely software projects, but we also occasionally accept initiatives designed to advance software freedom, such as Outreachy.

The situation for non-profit homes for FOSS activities has improved greatly since Conservancy was founded in 2006. In the USA, options now exist for 501(c)(3), 501(c)(6) and even for-profit fiscal sponsorship, and there are other options around the globe as well. Prospective member projects should carefully consider what type of structure is right for them.

For our part, Conservancy seeks projects that dedicate themselves to the advancement of software freedom and focus their projects on the rights of users to copy, share, modify and improve their software. Being a FOSS project under an OSI-approved and DFSG-free license is mandatory, but not the only criteria. Given the many options available for fiscal sponsorship, we are selective and often refer projects to other fiscal sponsors that are a better fit. Nevertheless, we encourage projects to that need a non-profit home to apply to many fiscal sponsors.

Conservancy's Evaluation Committee considers applications on a rolling basis. Conservancy generally has dozens of projects in various stages of the application process. We do not move rapidly to accept new projects, as we have found that consideration of joining or forming a non-profit organization for your project is best done with careful consideration over a period of many months rather than rapidly.

Conservancy's application process is somewhat informal. New applicants should write an initial inquiry email to <apply@sfconservancy.org> with a very brief description of their project and a URL to their project's website. We'll send back initial questions, and after those questions are answered, we'll send the full application materials. Applications should be submitted in plain ASCII text via email. Your application will be assigned a ticket number in our ticketing system, and please be sure to include the proper ticket number details in the Subject line of your emails to ensure they are routed to the right place.

Projects are reviewed by Conservancy's Evaluation Committee, which is chartered by Conservancy's Board of Directors.

Project Membership Application FAQs

The following are various questions that we typically get from project leaders that wish to apply to Conservancy.

I sent in my inquiry letter and/or application a long time ago. Why haven't you replied?

Conservancy receives an overwhelming level of interest and we have very few staff positions to meet the interest and demand for Conservancy's services to its member projects. Meanwhile, Conservancy always prioritizes needs of its existing member projects over new inquiries and applications. Therefore, it sometimes can take quite a while to finish the application process and be offered membership, but please note that such delays mean that should your project ultimately become a member project, your project will then be a beneficiary of this policy. Also, generally speaking, we encourage care and consideration when joining a non-profit and we do not believe a rapid membership process is in the interest of projects.

What are the key criteria our project must meet to join?

In order to join, projects need to meet certain criteria. A rough outline of those criteria are as follows:

• The project must be exclusively devoted to the development and documentation of FOSS. The project's goals must be consistent with Conservancy's tax-exempt purposes, and other requirements imposed on Conservancy by the IRS' 501(c)(3) rules. Namely, the goal of the project must to develop and document the software in a not-for-profit way to advance the public good, and must develop the software in public, and strategically advance software freedom for all users.
• The project must be licensed in a way fitting with software freedom principles. Specifically, all software of the project should be licensed under a license that is listed both as as an Open Source license by the Open Source Initiative and as DFSG-Free license. All software documentation for the project should be licensed under a license on the preceding lists, or under Creative Commons' CC-By-SA or CC-By or CC-0.
• The project should have an existing, vibrant, diverse community that develops and documents the software. For example, projects that have been under development for less than a year or only a “proof of concept” implementation are generally not eligible.

While any project meeting the criteria above can apply, meeting these criteria doesn't guarantee acceptance of your project. Conservancy favors projects that are well-established and have some track record of substantial contributions from a community of volunteer developers. Furthermore, Conservancy does give higher priority to projects that have an established userbase and interest, but also tries to accept some smaller projects with strong potential.

Is our project required to accept membership if offered?

Not at all. Many projects apply and subsequently decide not to join a non-profit, or decide to join a different non-profit entity. Don't worry about “wasting our time” if your project's developers aren't completely sure yet if they want to join Conservancy. If membership in Conservancy is currently a legitimate consideration for your project, we encourage you to apply. We'd rather that you apply and turn down an offer for membership than fail to apply and have to wait until the next application round when you're sure.

What benefits does our project get from joining?

We maintain a detailed list of services that Conservancy provides to member projects. If you have detailed questions about any of the benefits, please ask <apply@sfconservancy.org> in your application ticket. We find however that projects will find Conservancy a better fit if you don't view Conservancy as a service provider; we are not a service provider in the sense of your hosting provider or other vendor. Conservancy projects become a part of Conservancy, and as such membership with Conservancy is an equal partnership between you and your project and should be treated as such. If that's not the kind of relationship you want from your fiscal sponsor, then other options are likely a better fit for your project.

Conservancy seems to be called a “fiscal sponsor” to its member projects. Does that mean you give our project money if we join?

It's true that we would love to fund our member projects if it were possible, because we believe they deserve to be funded. However, that's not typically what a fiscal sponsor does. The term “fiscal sponsor“ is often used in non-profit settings and has a standard meaning there. But, to those not familiar with non-profit operations, it comes across as a bit of a misnomer.

In this context, a fiscal sponsor is a non-profit organization that, rather than fund a project directly, provides the required infrastructure and facilitates the project's ability to raise its own funds. Conservancy therefore assists your project in raising funds, and allows your project to hold those funds and spend them on activities that simultaneously advance Conservancy's non-profit mission and the FLOSS development and documentation goals of the project.

What will the project leaders have to agree to if our project joins?

Once you're offered membership, Conservancy will send you a draft fiscal sponsorship agreement (FSA). A template of Conservancy's FSA is available in PDF (and in ODT). Please note that the preceding documents are only templates. Please do not try to fill one out and send it to Conservancy. The final FSA between Conservancy and your project needs to be negotiated between us, and as can been seen in the template, the Representation section needs substantial work. If your project is offered membership, Conservancy will work with you adapt the FSA template to suit the needs and specific circumstances of your project. This is painstaking work, and it's better to complete that work after both Conservancy and the project are quite sure that they both want the project to join Conservancy.

If my project joins Conservancy, how will it change?

Substantively, member projects continue to operate in the same way as they did before joining Conservancy. So long as the project remains devoted to software freedom and operates consistently with the Conservancy's tax-exempt status, Conservancy does not intervene in the project's development other than to provide administrative assistance. For example, 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 Conservancy up to date on their activities.

Additionally, when Conservancy discovers or becomes aware of any legal, licensing or PR issues regarding your project, Conservancy will contact the project and ask you to work collectively with Conservancy.

Once our project joins, who holds its assets (money, copyrights, trademarks, etc.)?

Conservancy holds assets on behalf of its member projects and manages and disburses those assets in accordance with the wishes of the project's leadership, as long as those wishes are consistent with non-profit rules, requirements, and Conservancy's mission. Funds received by 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 Foo, they would formally make the donation to Conservancy and identify Project Foo as the desired project to support. Conservancy would then deposit the check and earmark the funds for use by Project Foo. Project Foo would then tell the Conservancy how that money should be spent. As long as that expense is a legitimate non-profit expense fitting with Conservancy's non-profit mission, Conservancy pays the expense on the Project's behalf.

Similarly, any copyrights, trademarks, domain name or other assets transferred to a project are typically held by Conservancy on behalf of the project. A significant service that 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, copyright, trademark, and domain name assignment is not a requirement in order to join Conservancy, rather, it is an option for those projects that ask for it.

If our project joins, must it be a member project of Conservancy forever?

All agreements between member projects and Conservancy stipulate clearly that the member project can leave Conservancy with a few months' notice. Federal tax exemption law, though, states that projects must transfer their assets from Conservancy in a way that is consistent with 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 501(c)(3) non-profit.

We fully expect that some Conservancy projects will ultimately wish to form their own non-profit 501(c)(3) organizations; that's why we design our agreements with projects to allow them to leave to another 501(c)(3) organization. Typically, projects join Conservancy because the project leaders don't want the burdens of running a non-profit themselves. Often, as projects grow, leaders get interested in the non-profit management and organizational side of the activities and are then prepared to take on the additional work themselves.

How are “project leaders” defined with respect to Conservancy?

How leaders are chosen for projects varies greatly from project to project. Our goal is to do our best to embody the “natural” leadership structure that evolved in your project into the formal agreement with Conservancy. As part of the agreement drafting, we work carefully with you to understand your project's governance and write up formally with you the decision-making process you use. Most project contributors find this process of formalizing the leadership structure helps them clarify in their own minds the governance of their project, even though the process can be difficult. Since it can be a complicated process, we suggest that you prepare your project community for this discussion once your project is accepted.

How much does it cost us financially to join Conservancy?

New Conservancy members are required to pay 10% of their revenue that Conservancy processes to Conservancy's general fund, which primarily is used to pay staff. (Details on how Conservancy spends its funds, including salaries of key employees, can be found in Conservancy's annual filings.)

Historically, Conservancy allowed projects to give less or nothing at all to the general fund, but we unfortunately discovered that without this requirement, Conservancy was not able to offer the myriad of services to all its projects, particularly to larger projects that have more income and therefore need more attention from staff. Even now, the 10% we receive from our project does not fully fund our fiscal sponsorship activities; we raise additional funds through support program to subsidize our fiscal sponsorship work.

We do understand that, particularly for small projects that only receive a few small donations, that donating a percentage of your income back to Conservancy can be a high burden. We encourage such small projects to consider Software in the Public Interest, which offers fewer services than Conservancy, but only requires 5% of gross revenue. To our knowledge, SPI is the only fiscal sponsor operating in FOSS that requires less than 10%; most FOSS fiscal sponsors require at least 10%, or they operate on a fee-for-service model whereby projects pay the actual costs of any service they receive (and such charges are usually much higher than 10%). We urge you to very explicitly ask about these issues with any fiscal sponsor you consider.