Before I get into the meat of things, two quick points:
The first step in any corporate action is to get a good lawyer and a good accountant. With the help of my wife's contacts in the Portland nonprofit community, we located a well-recommended team who both specialize in nonprofit aspects of their field and have worked together in the past for other nonprofit organizations. It was primarily in initial meetings with them that the plan described below has been hammered out. I just wanted to mention up front that this has all been worked out with good legal and accounting advice, rather than belabor the point throughout the article. Unless otherwise specified, everything below has been checked out from a legal and financial point of view and found to be doable.
And second, I don't want to make this a primer on how to form a nonprofit, so I will be glossing over some of the more mind-numbingly dull legalities. Excellent detailed information can be found on the web about nonprofit law and accounting, at places such as Nolo.com. Their book How to Form a Nonprofit Corporation is especially highly recommended for anyone who really wants to get their hands dirty in this stuff.
The first question, of course, was whether to convert the existing K5 Inc. into a nonprofit, or form a new corporation and dissolve the old one, transferring the assets to the new organization. Converting the existing organization, it turned out, would be just as complex as starting a new one if not more so. The old company's bylaws would have to be scrapped and rewritten anyway, so we decided it would be far easier to start fresh with a brand new corporation. This also smooths a lot of the accounting challenges, since the transition from K5 Inc. to the new organization will be simply a matter of dissolving the existing corporation and donating all of its assets to the new one.
The blank-slate approach also works well with my goals for the nonprofit. With the means and opportunity to start such a thing, I wanted to make an organization that could do more than just run K5. I see a lot of promise in new forms of online media that bring together a lot of non-specialists to do the work of creating community and knowledge, but I also see that most of these kinds of projects are having a hard time fitting themselves into the traditional industrial-age media economy, much like we ourselves did. We seem to exist in an underexplored gray area between "media" and "community", and the means of making such things economically self-supporting is still unclear.
So my idea was to found an organization dedicated to helping support and develop online community and collaborative media. By online community, I mean both ways of using the internet to support and strengthen real-world community, and also virtual communities that form online, such as this one at Kuro5hin. "Collaborative media" is a catch-all phrase for things like Scoop and Slash community sites, wikis, blogs, and generally all those interesting developing hybrid forms of news/discussion/community that continue to proliferate and mutate online.
The Collaborative Media Foundation seemed like a good name for such an organization. In the best nonprofit tradition, I think it has a stable solid feel to it, while not being overly specific or restrictive as to the Foundation's purpose. From here on, I'll generally abbreviate this to CMF, as I'm a lazy typist like all well-trained programmers.
The plan for the CMF is for it to be structured as a membership-driven "umbrella" organization, which will act as a central body to perform the administrative and legal work for a variety of individual projects. For example, K5 itself will be the first official project of the CMF. Projects will be run by their own operating committees, which will have the primary responsibility for things like budgeting, staffing, and so on, and will report periodically to the CMF Board. I have a couple more projects I plan to propose in the future, and I hope that an open structure will encourage other promising projects to take advantage of the CMF for development assistance.
The CMF will be a public 501(c)(3) educational nonprofit. Each of those terms has a specific legal meaning. Without boring everyone to death, they basically say that the foundation will be financially supported by a broad base of members and donors (as opposed to a single source of private income, like a family trust), will adhere to the standards and regulations necessary to maintain tax-exempt status under section 501(c)(3) of the US tax code, and will specifically be formed to engage in educational activity, which includes promoting discussion and debate and disseminating news and information.
Most computery types here will be familiar with the concept of bootstrapping. For example, you've written all the code for a shiny new compiler, but what do you compile it with? Obviously, you have to use an older compiler, or perhaps an early version of itself, already compiled. At some point back in the mists of time, someone had to write a compiler directly in assembly language which could compile the first compiler. A similar situation arises in forming a new corporation, when it comes time to write the bylaws. A nonprofit has to have a Board of Directors to adopt the bylaws, but the bylaws themselves are what determine how a Board is constituted. So your first Board is necessarily an ad-hoc bootstrapping affair. A piece of temporary corporate assembly-language programming, if that's not stretching the analogy too far.
For our purposes, I decided to just appoint a small Board of four people (plus myself) who can each bring specific experience to bear on the task of bootstrapping the bylaws and nursing the CMF into existence. The real Board will be larger than five people, and be at least partly elected by members, but for now, we have no bylaws, and therefore no specified way to determine who is a member or how elections work, or any of it. This Board's mandate is simply to hash out the basic bylaws, to adopt them, and then to oversee the first election of a proper Board. They won't be engaging in any of the normal activities of the Foundation, simply ensuring that control is passed smoothly to the first real Board. I've been mentally calling this the Provisional Board, which is probably as good a name as any for it, to distinguish it from a fully-empowered Board.
The CMF provisional Board is:
Me, founder of K5 and so forth.
Karsten Self, kmself here on K5. Karsten helped design a lot of the more intricate statistical systems in place here, such as the comment ratings and mojo. He's been active in the Free Software community for a number of years, and has a strong layman's knowledge of legal issues, and a strong commitment to openness, both in code and media. He's a smart guy, and he's here to catch any subtle legal "bugs" we may overlook.
Robin Bandy, who you may know as Arkady. Robin is a longtime K5er who operates a co-operative computer networking consultancy and ISP in Oakland, CA. He has extensive experience in non-traditional types of corporation, having designed his own co-op, and has been a longtime thorn in my side, urging greater community ownership and control of K5. In particular, I think it was Robin who first suggested to me, more than a year ago, that I ought to think seriously about making K5 a co-op or nonprofit. It took me a long time, but I finally decided he was right. Robin is on the Board to ensure that the bylaws are written in such a way as to firmly ensconce the principle of public ownership and control. I am sure we can count on him protesting loudly if we begin to err on the side of centralized control.
Peter Whysall, the ubiquitous K5 editor pwhysall. Peter has been through all the ups and downs of online communities back to and preceding the seminal InfoWorld Electric forums. He's seen most of the ways things can go wrong, and we're counting on him to help pinpoint structures or ideas that won't stand the test of time, and the vagaries of personality. Also, he's a keen editor, and should be able to make sure we don't pull a "Thou shalt commit adultery."
Scott Reents, the only member of the Provisional Board who is not a regular K5er, founded e-thePeople.org, a nonprofit dedicated to strengthening democracy and civic participation using the internet. He contacted me after the initial announcement to offer any help we needed putting this organization together, as it shares some common goals with e-thePeople, and we ended up talking on the phone for several hours. I invited him to join the Provisional Board because he has actual real-world experience starting and running a nonprofit, which will certainly be useful as we design our Foundation.
That brings you almost up to date. We have legal and accounting advisors, a name, a general type of organization picked out, and a provisional Board constituted. The Board, incidentally, communicates primarily by email listserv, which will have a public archive available as soon as I figure out why it doesn't already.
Right now we have first-draft Bylaws and Articles of Incorporation, which will serve as a rough template for us to modify to the needs of the organization. Some of the questions before the Board initially will be how exactly to determine membership, how to run public elections for elected Board members, what the proper ratio between elected and appointed Board members will be, and how voting rights and powers are divided. We have a lot of work to do still, but the process is well underway.
There is easily another whole article involved in describing the structure and workings of the Foundation, but I'd prefer to hold off on that for a little bit until the Board has hashed it over and come up with a plan we think will work. At that point I'll submit another report detailing the structure we've come up with and soliciting feedback and analysis from everyone, before we adopt anything officially. By then we'll have actual draft documents for you to look at, and a public archive of the discussion process by which we arrived at them, which should help move a public discussion in productive directions.
Meanwhile, hopefully this brings everyone up to speed on what's been going on (and why I've been so quiet lately). Questions, comments, etc. are welcome as always.
And a last parenthetical-type footnote, this is the first of no less than three Meta articles I've got lined up, so you can expect more (hopefully) interesting K5-related news in the next couple of days.