Holger Levsen <holger@layer-acht.org> writes:

the CCC e.V. association OTOH was formed as a legal entity to protect individuals.

To be clear, this sort of outcome may well be the correct outcome of "give Debian legal existence." In other words, the goal doesn't need to be to
form a non-profit with the name "Debian," and it may well be wiser to have multiple organizations for different legal domains.

The desired outcome from my perspective is just that if one is doing work
on Debian in a country where legal liability is a concern, that work is
being done under the auspices of some sort of organization that provides a liability shield so that Debian Developers aren't individually liable for everything Debian does, including things they had nothing to do with.

Obviously if the law doesn't work that way in your jurisdiction, your jurisdiction may not require any such organization. But my understanding
is that the law *does* work that way in the US, and possibly some other countries. And I do not believe (although I would be delighted to be
corrected if I'm wrong) that Software in the Public Interest currently
provides that sort of liability shield for Debian in the US.

--
Russ Allbery (rra@debian.org) <https://www.eyrie.org/~eagle/>

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(Folks, please change the subject line when we're talking about Debian
legal structure instead of the original topic.)

tytso <tytso@mit.edu> writes:

Until 1970, the New York Stock Exchange was the oldest unincorporated association, so there have been some very old, well understood
organizations that have operated without being a corporation. Some more not-legal-advice can be found here[1].

[1] https://charitylawyerblog.com/2021/11/22/unincorporated-nonprofit-association/

Some interesting excerpts from that page, which seem to support some of
the worries that several of us have about this structure in the United
States:

The primary disadvantage of operating as an unincorporated nonprofit
association is that, in most states, it has no separate legal
existence. Therefore, members are personally liable for the
unincorporated association’s debts and liabilities.

Further, unless there is some state law that recognizes it, an
unincorporated nonprofit association cannot purchase or hold property
or sign legally binding contracts in its own name.

Some states have adopted the Uniform Unincorporated Nonprofit
Association Act (2008) (Last Amended 2011) which recognizes
unincorporated nonprofit associations as separate legal entities and
provides some protection from liability for their members. Each state
is different, however, and those considering operating as an
unincorporated association should research the laws in their state
before beginning operations.

It looks like California has indeed adopted the Uniform Unincorporated Nonprofit Association Act, but other US states may not have. Some more information on California here:

https://communitycooplaw.wordpress.com/2016/11/01/setting-up-an-unincorporated-association-in-california-risks-and-practices/

And of course this is only US law. I have no idea what complications
there are in various relevant European jurisdictions.

Obviously in the US we *do* have SPI, which avoids many of the problems of operating as a purely unincorporated nonprofit association (such as being subject to taxes and being unable to sign contracts, since the money is
handled by SPI as a registered nonprofit corporation). But because we
maintain a separate governance existence from SPI, I'm dubious that SPI's liability sheild extends to Debian activities apart from the things that
SPI explicitly handles.

--
Russ Allbery (rra@debian.org) <https://www.eyrie.org/~eagle/>

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On Tue, Apr 12, 2022 at 08:59:22AM -0700, Russ Allbery wrote:

(Folks, please change the subject line when we're talking about Debian
legal structure instead of the original topic.)

Please also note that this is still -vote@

--
WBR, wRAR

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