Nonprofit parent organization

[donbyrd]

The project needs a non-profit parent organization, i.e., a new "AMNS", ASAP. It also needs the organization to be a 501(c)(3), exempt from federal taxes; but the application process is much more complex and expensive, and it'll take months -- perhaps years! -- to get IRS approval. (Q: How urgent is it to apply for 501(c)(3) status?)

[donbyrd]

Contrary to the original version of my Notes, fiiling form SS-4 isn't urgent, but getting an EIN (Employer Identification number) is (you must have one to fill in on the 501(c)(3) application). That can indeed be accomplished with form SS-4, but there are faster ways, in particular via the IRS website. I'm getting ready to do that -- but they'll want to know at least one thing that isn't completely obvious, the name of the "business". We've been talking about "AMNS" or "New AMNS", but (as far as I recall) we never discussed what it would stand for. I propose something a little different:

"AMNF" = either "Avian Music Notation Foundation" or "Advanced Music Notation Foundation"

Of course "avian" refers to a bird like Nightingale (or perhaps a byrd like me :-) ). Please vote for #1 ("Avian Music Notation Foundation"), #2 ("Advanced Music Notation Foundation"), or #3: neither of the preceding!

Geoff, David, and Michel, I'd love to see votes from all of you. I'll wait to do it till either I hear from all or till Thursday AM, whichever comes first.

I'm also tempted to just say we're a private foundation, but I'll look into public charities for a few minutes first :-) .

[donbyrd]

I think it makes a lot more sense for my current Notes on this -- which have changed considerably since I posted them as a comment and will undoubtedly change more -- to be a Wiki page, so I deleted the comment containing them and created a Wiki page with the obvious title. In addition to the question about the name of the organization, note several questions it contains, all marked "Q:". Another interesting one is this: Where is the $400 (or possibly $850, gasp) to apply for 501(c)(3) status coming from? I'm willing to cough up at least $100; I could probably go up to $150 or a bit more. Of course a KickStarter appeal might pay back whoever does the coughing up now.

[donbyrd]

Uh-oh!! According to

http://blog.cashmusic.org/2011/06/23/the-tough-road-to-501c3-status-for-open-source/

"CASH Music finished its state-level nonprofit filings in January of 2009, and we promptly proceeded to file for federal 501(c)(3) status a few weeks later in February..." It really sounds like they know what they're doing (more than we do), but as of mid-April, they're still waiting for the IRS to decide :-( . And several comments on this page refer to similar experiences :-( . Apparently the IRS has been reviewing its policies on 501(c)(3) status for entities doing open-source software for a very long time, and they still haven't decided on their (new?) policy :-( .

• Q: Perhaps we should consider alternatives? Ideas:
  1. Since CASH Music does open-source music software, join them? Not that that would necessarily save much time/effort getting 501(c)(3) status.
  2. Forget 501(c)(3) completely.
  3. If we don't join CASH Music (or some such group), should we form a state-level nonprofit first? And/or a corporation instead of an unincorporated association?

On consideration, going straight for a 501(c)(3) is putting the cart before the horse! You have to have some kind of non-profit, with by-laws and the whole bit, before applying for 501(c)(3) status anyway. And what we urgently need is not federal tax-exempt status, but an organization to hold the rights to everything. No? Furthermore, becoming a non-profit organization (at least in Indiana) looks much cheaper (filing fee $30 instead of $400) and simipler.

[michel-slm]

I'm waiting to hear from my contact at yorba.org, which has been releasing open source software for a while and also have not received their 501(c)(3) status yet.

I agree that what we need is an organization at the moment -- a 501(c)(3) will be great for accepting tax-refundable donations from people, but that's probably not an urgent priority right now. $30 for a state-level non-profit sounds great!

A related question to the name vote is how expensive it'd be to later change the name (companies and consortia do this all the time; AFAIK DVD, IBM and SGI all do not stand for anything anymore). Perhaps we should just register officially as AMNS and let the actual definition not be part of the official filing?

[donbyrd]

Thanks for the comments. What you say about yorba.org is certainly consistent with what I dug up. Sigh. Everyone seems to be OK with switching gears, and there doesn't seem to be any choice anyway.

Yes, I know a lot of what used to be acronyms for company names are now the official names. But I don't think calling ourselves AMNS in the filing sidesteps the name issue, since I'd like to see the name end with "Foundation"! Or did you mean "AMNF"? And incidentally, what do you think of "Avian Music Notation Foundation" or "Advanced Music Notation Foundation"?

[donbyrd]

Either name is fine. I prefer Avian, personally. Of course, some people will associate it with a more biological orientation.

David

On Jul 6, 2012, at 9:05 AM, Byrd, Donald A. wrote:

(This email is for the benefit of Geoff and David, since they haven't commented on the issue yet and presumably didn't get the GitHub notification.)

Thanks for the comments. What you say about yorba.org is certainly consistent with what I dug up. Sigh. Everyone seems to be OK with switching gears, and there doesn't seem to be any choice anyway.

Yes, I know a lot of what used to be acronyms for company names are now the official names. But I don't think calling ourselves AMNS in the filing sidesteps the name issue, since I'd like to see the name end with "Foundation"! Or did you mean "AMNF"? And incidentally, what do you think of "Avian Music Notation Foundation" or "Advanced Music Notation Foundation"?

--DAB

On Thu, 5 Jul 2012 21:02:30 -0700, Michel Alexandre Salim reply@reply.github.com wrote:

I'm waiting to hear from my contact at yorba.org, which has been releasing open source software for a while and also have not received their 501(c)(3) status yet.

I agree that what we need is an organization at the moment -- a 501(c)(3) will be great for accepting tax-refundable donations from people, but that's probably not an urgent priority right now. $30 for a state-level non-profit sounds great!

A related question to the name vote is how expensive it'd be to later change the name (companies and consortia do this all the time; AFAIK DVD, IBM and SGI all do not stand for anything anymore). Perhaps we should just register officially as AMNS and let the actual definition not be part of the official filing?

---

Reply to this email directly or view it on GitHub: https://github.com/AMNS/Nightingale/issues/18#issuecomment-6796866

Donald Byrd Woodrow Wilson Indiana Teaching Fellow Adjunct Associate Professor of Informatics & Music Indiana University, Bloomington

[donbyrd]

I've updated the Wiki 501(c)(3) page to refer to the potential multi-year delay and to point out that forming a state-level nonprofit comes first anyway, and added my latest notes on forming a state-level non-profit as another page. The latest issue is that Geoff is burned out on this organizational stuff and doesn't want to be involved with it. Too bad, but I understand, and -- far more important -- he's still planning on contributing, once the organization exists! Michel and David, please take a look at the new Wiki page; comments on anything, but especially my questions (marked "Q:"), are welcomed.

[opus109]

OK. Don, have you written any draft of an articles of association or a statement of purpose?

Q: Which one? Corporation Q: "Avian Music Notation Foundation, Inc. is fine with me Q: Is it worth talking to a lawyer before filing? Maybe, probably. Not sure. Q: Is it desirable to apply for an EIN right away? Any reason not to? I would have the Indiana application more or less ready.

[donbyrd]

I now have the Nolo book, How to Form a Nonprofit Corporation, 2011 edition courtesy of the public library; it has a CDROM with a bunch of forms, including bylaws and articles of incorporation, plus a lovely checklist!

So: We just have to fill in the blanks to have articles of incorporation, one of which is, naturally, "the purposes for which this corporation is organized". How about "to support the further development of the music notation editing program Nightingale and its distribution. Such distribution for noncommercial purposes shall be in open source form and free of charge." How's that sound? Note I'm not saying anything about distribution for commercial purposes, tech support, etc., and I believe that's fine: those aren't our primary purpose, and it leaves the door open to charging for those.

Thanks for your other opinions, David. The Nolo book says it'll say under what circumstances to contact a lawyer before filing, but suggests that in normal cases there's no need for it. I think we're going to be a normal case but will keep my eyes open.

In other news, I'm still looking for a 3rd director -- Doug McKenna said he's too busy :-( . Suggestions, anyone?

I've updated the Notes on this issue several times today. Michel, what do you think of the proposed corporate name? Any comments on other issues?

[opus109]

Don,

Good talking to you. 1) I have to get to bed. 2) David Alpher or Mike B. is fine, as per our conversation. 3) I think the purposes should be broader, encompassing education.
I'll write something tomorrow.

David

On Jul 11, 2012, at 3:14 PM, Don Byrd wrote:

I now have the Nolo book, How to Form a Nonprofit Corporation, 2011
edition courtesy of the public library; it has a CDROM with a bunch
of forms, including bylaws and articles of incorporation, plus a
lovely checklist!

So: We just have to fill in the blanks to have articles of
incorporation, one of which is, naturally, "the purposes for which
this corporation is organized". How about "to support the further
development of the music notation editing program Nightingale and
its distribution. Such distribution for noncommercial purposes shall
be in open source form and free of charge." How's that sound? Note
I'm not saying anything about distribution for commercial purposes,
tech support, etc., and I believe that's fine: those aren't our
primary purpose, and it leaves the door open to charging for those.

Thanks for your other opinions, David. The Nolo book says it'll say
under what circumstances to contact a lawyer before filing, but
suggests that in normal cases there's no need for it. I think we're
going to be a normal case but will keep my eyes open.

In other news, I'm still looking for a 3rd director -- Doug McKenna
said he's too busy :-( . Suggestions, anyone?

I've updated the Notes on this issue several times today. Michel,
what do you think of the proposed corporate name? Any comments on
other issues?

---

Reply to this email directly or view it on GitHub: https://github.com/AMNS/Nightingale/issues/18#issuecomment-6916532

[michel-slm]

Avian Music Notation Foundation sounds better than "Advanced ...", so that's my choice as well.

Some explicit mention of education in the purpose would be nice, I'd love to see what David's writing in this regard.

[donbyrd]

Thanks for the comments. The State of Indiana doesn't know of a conflict with the name "Avian Music Notation Foundation", and it's now reserved! But the Nolo book recommends also doing your own search, since otherwise you might discover three years too late that someone in another state controls the name. Well, I don't think it's terribly likely there's an existing organization with a similar name anywhere, and Googling ""Avian Music Notation" (with quotes) finds nothing, so I think we're OK. Also, the domain www.avianmusic.org, appears not to exist now (and we might want to claim it at some point).

[opus109]

Hi Don,

FYI, the iPhone app I was talking about called Aviary is for photo
editing.

DG

On Jul 12, 2012, at 2:27 PM, Don Byrd wrote:

Thanks for the comments. The State of Indiana doesn't know of a
conflict with the name "Avian Music Notation Foundation", and it's
now reserved! But the Nolo book recommends also doing your own
search, since otherwise you might discover three years too late that
someone in another state controls the name. Well, I don't think it's
terribly likely there's an existing organization with a similar name
anywhere, and Googling ""Avian Music Notation" (with quotes) finds
nothing, so I think we're OK. Also, the domain www.avianmusic.org,
appears not to exist now (and we might want to claim it at some
point).

---

Reply to this email directly or view it on GitHub: https://github.com/AMNS/Nightingale/issues/18#issuecomment-6943443

[donbyrd]

Do you think that's something to be concerned about? I don't; an iPhone app called Aviary is much too remote. But I just discovered Aviary Music (www.aviary.com); that's a similar enough name that it might cause some confusion, and the people that run it might give us a hard time -- but I still don't think it's worth worrying about, since the program is just Nightingale, not Avian Nightingale.

[donbyrd]

Today is Geoff Chirgwin's birthday, and I'd love to be able to tell him the articles of incorporation are ready to go as soon as I line up a third director. I haven't heard a peep from Mike Brockman. David Alpher says he can't decide right now, but we're going to talk on Monday, sigh. David G., surely one or more of your beta testers would be a good candidate?

David, please send language on educational purposes ASAP!

The latest draft of the articles of incorporation is in Google Docs; it didn't seem right to post it in GitHub. David and Michel, I just sent you the link via normal email. Any comments? One thing I'm not sure of is if the language about dissolution is specific enough, and none of my references gives examples. But I don't see how we could possibly name a particular 501(c)(3) to receive our assets, since we can't know what 501(c)(3)'s will be in existence when/if we dissolve.

[donbyrd]

RE language on educational purposes.

[opus109 suggested adding:] "The corporation's main purpose is to support the further development in open source form of the music notation editing program Nightingale, which has a history spanning two decades, and its distribution. Such distribution for noncommercial purposes shall be free of charge.

"Projects associated with Nightingale include the use of the program in music classes, including music education, theory and composition, as well as research in music information retrieval, including motif matching in music score data bases. The program will be distributed in academic settings from primary through university levels."

[donbyrd]

RE: Dissolution.

[hircus commented:] It seems sensible that we can't name a single 501(c)(3) yet at the moment -- after all, several of the organizations we've been mentioning in the past few days do not have 501(c)(3) status yet anyway. But perhaps specify the voting requirement for deciding on the recipient? (e.g. a 50%+1 majority of the directors, or two-thirds -- both amount to two if you have three directors).

Should there be a hard requirement that the recipient shall be a 501(c)(3)? There are some organizations with long track records of producing excellent research-oriented audio software, but they are not necessarily based in the US -- or have non-profit status. e.g. SoundSoftware.ac.uk, which maintains Sonic Visualiser, is a Queen Mary University project: http://soundsoftware.ac.uk/aboutus

[opus109 commented:] I think you could name several organizations, and also specify that the board could override. I think a wide range could qualify, ranging from the Electronic Music Foundation or the ICMC to the Free Software Foundation.

[hircus commented:] I'd probably take out the FSF from the list - given that we still plan on Nightingale being a Mac-only program (Geoff prefers to stay on Objective-C & Cocoa rather than using, say, Qt), and that there have been concerns about GPL compliance. Likewise, given the need for the license to be reasonably copyleft so it's not too easy for other people to take the code and create proprietary variants without contributing back, and thus the tentative choice of using MPLv2, I don't think the FSF (or the Apache foundation, for that matter - they prefer the permissive Apache Software License) would be suitable.

A music-specific organization sounds like a good fit, though.

[donbyrd]

RE language on educational purposes.

I like your added language, David -- but I think it belongs in an explanation (e.g., on the website) of what the project is about, not articles of incorporation, which are (is?) a technical document in the legal domain! If this language has any legal impact, it's probably negative, e.g., committing us absolutely to doing things that we might prefer not to do after all. Actually, I doubt if it matters, but I'd prefer to leave it out of the articles of incorporation. Or am I missing something?

[donbyrd]

RE: Dissolution.

1. W/r/t the recipient having to be a 501(c)(3),I think it's safest to say that, to minimize the chances of the IRS hassling us about our own application for 501(c)(3)! The relevent Indiana law seems to be http://www.in.gov/legislative/ic/code/title23/ar17/ch22.html, Section 5(a)6, but that applies only if the articles of incorporation don't say what happens on dissolution. Anyway, I think the danger of IRS hassles is by far the most important thing. Unfortunately; otherwise I agree completely with Michel.
2. I don't see any advantage to listing choices of recipients in the articles of incorporation, and I'd rather not take the time to discuss and rank the many candidates now!
3. If we don't list chosen recipients, we don't have to say anything about overriding the choices :-) .

Sorry to be so negative. One reason is I've now spent almost two weeks doing nothing for Ngale except this organizational stuff. I haven't had time to do anything with code, and I don't think Geoff is going to do anything with code either till we have an organization. I just want to get this over with ASAP! Still, if you think I'm wrong, please say so, gentlemen.

[opus109]

I still think an educational mission should be part of the articles
for two reasons. One, Nightingale has a history of association with
educational institutions in its development, and in its user base and
two, I think this is a more compatible with a routine 501(c)3
application. I see your point about commitment, so how about a more
general (or vague) line added, and cutting the second paragraph?

-DG

"The corporation's main purpose is to support the further development
in open source form of the music notation editing program Nightingale,
which has a history spanning two decades, and its distribution. Such
distribution for noncommercial purposes shall be free of charge.
Outreach to Educators and Educational Institutions will continue.

<<"Projects associated with Nightingale include the use of the program
in music classes, including music education, theory and composition,
as well as research in music information retrieval, including motif
matching in music score data bases. The program will be distributed in
academic settings from primary through university levels.">>

On Jul 13, 2012, at 1:08 PM, Don Byrd wrote:

RE language on educational purposes.

I like your added language, David -- but I think it belongs in an
explanation (e.g., on the website) of what the project is about, not
articles of incorporation, which are (is?) a technical document in
the legal domain! If this language has any legal impact, it's
probably negative, e.g., committing us absolutely to doing things
that we might prefer not to do after all. Actually, I doubt if it
matters, but I'd prefer to leave it out of the articles of
incorporation. Or am I missing something?

---

Reply to this email directly or view it on GitHub: https://github.com/AMNS/Nightingale/issues/18#issuecomment-6969111

[opus109]

I agree we shouldn't list recipients. Do you just want to say that 'upon dissolution, an appropriate 501(c)3
recipient will receive all assets'. You could add 'to be determined by
the current board' or somesuch.

--DG

On Jul 13, 2012, at 1:24 PM, Don Byrd wrote:

RE: Dissolution.

1. W/r/t the recipient having to be a 501(c)(3),I think it's safest
   to say that, to minimize the chances of the IRS hassling us about
   our own application for 501(c)(3)! The relevent Indiana law seems to
   be http://www.in.gov/legislative/ic/code/title23/ar17/ch22.html,
   Section 5(a)6, but that applies only if the articles of
   incorporation don't say what happens on dissolution. Anyway, I think
   the danger of IRS hassles is by far the most important thing.
   Unfortunately; otherwise I agree completely with Michel.
2. I don't see any advantage to listing choices of recipients in the
   articles of incorporation, and I'd rather not take the time to
   discuss and rank the many candidates now!
3. If we don't list chosen recipients, we don't have to say anything
   about overriding the choices :-) .

Sorry to be so negative. One reason is I've now spent almost two
weeks doing nothing for Ngale except this organizational stuff. I
haven't had time to do anything with code, and I don't think Geoff
is going to do anything with code either till we have an
organization. I just want to get this over with ASAP! Still, if you
think I'm wrong, please say so, gentlemen.

---

Reply to this email directly or view it on GitHub: https://github.com/AMNS/Nightingale/issues/18#issuecomment-6969525

[donbyrd]

[From email of 15 July] As our Wiki page "Notes on Forming a Non Profit Organization" now say, it's very possible we'd never get IRS approval! Adam Dingle says Yorba's lawyers think they never will, and suggests we consider finding an existing company to act as our fiscal sponsor rather than creating own organization, e.g.: Software Freedom Conservancy (http://sfconservancy.org); Software in the Public Interest (http://www.spi-inc.org); Apache Software Foundation (http://www.apache.org). Anyone know anyone in particular at any of those organizations I should contact?

[hircus commented:] I've listened to Bradley M. Kuhn, one of the Software Freedom Conservancy directors, talk about it on his podcast, "Free as in Freedom" (http://faif.us/) and it would seem to be a good fit. They provide a lot of services (accepting tax-deductible donations, project infrastructure, etc.) that could be of great benefit: http://sfconservancy.org/members/services/

SPI -- interesting, I didn't realize they've branched out more; in the past they're virtually synonymous with Debian. Apache, I don't know how amenable they are to hosting projects with stricter license than the Apache license -- I believe they're amenable to projects using MPL dependencies if they must, but the project's code itself has to be APL. And there's a potentially long incubation period before a project is accepted (though I hear most of this from the LibreOffice camp's blog posts, and they might be a bit biased against Apache's OpenOffice project so take this with a grain of salt).

[opus 109 commented:] I've followed this discussion with interest. I was trying to promote more 'education' in the founding guidelines, and not with deception as a purpose, but because I think there is a fit there. Defining the organization as solely a home for an open source project home misses an opportunity. Nightingale does not have a particularly successful commercial background (not that I'm blaming the program for that), but it does have a history of association with educational institutions (Princeton, Indiana), and an exploratory pedigree befitting a research project, of which the Search version is the latest manifestation.

It's niche has always been as a composer's tool, which offers some small differentiation from the more commercially successful Finale and Sibelius. As such, the purpose of the foundation could simply enough be to 1) put the program into young hands and 2) to offer some commentary on how the software itself becomes formed. In other words, to offer educational purposes in both music and computer science fields.

This might be a help in the 501(c)3 application and was what I was trying to express in the discussion of the Indiana NFP application language. A question is whether this at all gets in the way of establishing an open source project, in terms of inhibiting its growth.

[Adam Dingle/Yorba commented:] At the Software Freedom Conservancy I know several of the directors and officers (Bradley Kuhn, Stormy Peters and Karen Sandler). I'd probably just contact them at the address on their contact page at http://sfconservancy.org/about/contact/ . I bet your reputation precedes you and you need no introduction :), but you're welcome to mention my name if you like.

I don't think I know people at the other organizations but I'm sure they'll all be friendly.

[donbyrd]

Below at last is a draft message to (probably) the Software Freedom Law Center. Quck comments, anyone? I plan to send it by late morning tomorrow.

--Don

---

I'm writing about Nightingale, a high-end "shrinkwrap" music-notation editing program for the Macintosh, which some of us are interested in turning into an open-source project, perhaps with sponsorship by Software Freedom Conservancy or SPI.

I'm the principal architect of Nightingale and I led its development. Nightingale hit the market in the mid-1990s; it was an artistic and critical success, but a commercial failure, partly because programs like Finale were well-entrenched by then. I gave up on making money with Nightingale in about 2000, sold it to my friend David Gottlieb, and went back to academia (a world I've always had one foot in). David hasn't had much financial success with it either. But -- while Nightingale never sold well -- it still has quite a few unique features, including some that are important to some users, especially composers (including David and me) and musicologists. I doubt if any existing FOSS music-notation editor is as powerful.

At this point, Nightingale has fallen far behind Mac OS changes, but I think it's fair to say it still has many enthusiastic users and the potential to attract a substantial developer community. After much discussion, David and I and Geoff Chirgwin (also a composer, as well as a first-rate software guy) recently decided to turn it into an open-source project.

For the last month, we've been trying to get a formal organization going, aiming of course for 501(c)(3) status. But running across the CASH Music blog entry "The Tough Road to 501(c)(3) Status for Open-Source" http://blog.cashmusic.org/2011/06/23/the-tough-road-to-501c3-status-for-open-source/

scared us. Then we heard from Adam Dingle, who I'm sure you know as the founder of Yorba. His experience sounds just like that of CASH Music and those who commented on the above blog entry, but he also said Yorba's lawyers -- that's you, right? -- think Yorba will never get 501(c)(3). Ouch. Adam also commented that it might be easier for us because of our academic connections, but suggested that we might be better off going with a fiscal sponsor like SF Conservancy or SPI regardless. We agree :-) .

Please forgive the length of this message. I'd appreciate any advice at all! For example, maybe we should incorporate as a non-profit ASAP so David can transfer rights to it?

FYI, the open-source project is on GitHub:

https://github.com/AMNS/Nightingale

And if it's of interest, the commercial website for Nightingale is

www.ngale.com

[donbyrd]

As my draft of a few minutes ago suggests, I'm thinking these days that we should go ahead and incorporate as an Indidana nonprofit corporation regardless of whether there's any hope of the IRS making us a 501(c)(3) and without waiting for a decision from the possible fiscal sponsors. Incorporating as an independent nonprofit shouldn't take long, and David can transfer rights to Ngale to the nonprofit as soon as it's set up, which would be a big step forward. (In addition, David still thinks we should consider becoming an educational organization, which might have a better chance of getting 501(c)(3) status; I'm skeptical, but the Software Freedom Law Center should certainly be able to comment.) Reasonable?

[opus109]

Hi Don,

1) The draft was good. 2) I thought you were going to go ahead with the Indiana not for profit regardless, and think that you should. (At this point, you could wait for a reply to the email.) 3) Here is my thinking on the educational organization, which would not conflict with anything having to do with the open source project.

Here are some residual ways Nightingale fits an educational project. a) It is used in many academic institutions, by faculty and professors. b) It was developed partly through your grants/employment at Princeton and Indiana Universities. c) It has a niche which is different than Sibelius and Finale which fits composers best. d) The music search facility is an example of ongoing research associated with the program.

And some general potentials: E) The organization would use the open source development as a way to provide an ongoing lesson in organizing a piece of software and/or programming through commentary and other means. F) Perhaps starting from your dissertation, commentary on what is involved and looked for in music notation. G) The program, of course, is a valuable tool in teaching music in general, and its distribution to educational communities, starting with elementary schools could easily be accomplished.

This is what I had in mind. It requires expanding the vision of what we're doing, but I think just concentrating on the development aspect is too narrow anyway. If the development is tied to all or most of the prior goals, the organization has more of a chance to flourish, by virtue of attracting more interest from people outside of just the programming community.

[donbyrd]

1. Glad you liked the draft, David. I sent it to the Software Freedom Law Center this morning.
2. I am going ahead with the nonprofit. I want to file ASAP, and we have a 3rd director now (David Alpher). I'll need the signatures of both of you Davids. But the main things we need are articles of incorporation and bylaws! I have the Nolo templates, and I'll send them -- or put them somewhere on GitHub, if I can figure out where .doc's should go.
3. I like your ideas on the educational aspects, and I'm convinced now the "purposes for which the corporation is organized" should include something on them.

[donbyrd]

Not long after posting the above comment -- 22 days ago! -- I talked to Aaron Williamson of the Software Freedom Law Center. I thought I'd shared what he said with people via email, but after talking to David G. this morning, maybe not. Anyway, his main comments were:

1. Starting up a non-profit corporation now for the Nightingale open-source project may not be a good idea because -- if we later decide to switch to fiscal sponsor or other organizational entity -- time and money starting it will be wasted; money involved may not be tax-exempt; and especially because winding down the corp. will be a substantial pain.
2. I told him we're interested in having a formal organization ASAP to satisfy a likely major contributor (mostly of code) that his work won't be wasted. AW: Has the current rights holder made it clear that he's willing to have the code made available on an open-source basis for free under a certain license? DAB: Yes. AW: In that case, the legal right already exists for anyone to do whatever is allowed under that license!
3. If we don't have any formal organization, can still file as tax exempt organization if we "normally" have less than $5K in gross receipts. The def'n of "normally" is something like average of previous 3 years.

I think going for fiscal sponsorship makes by far the most sense, and I've been super busy with other things anyway, so I decided to postpone filing to start a non-profit corporation. That might have been a mistake; if so, I apologize.

The only two potential fiscal sponsors I know of that seem at all appropriate are Software in the Public Interest (SPI) and Software Freedom Conservancy. I know a little about what the requirements of each are, but I asked David G. to look into it further ASAP, and he agreed to.

Sorry for not communicating better about what's been (not) happening.

[donbyrd]

I just got a letter from the Indiana Secretary of State's office: Avian Music Notation Foundation, Inc. is finally an Indiana Nonprofit Corporation, with David Gottlieb, David Alpher and me as directors. I can't get excited about this, since so little progress has been made on the code for so long... In addition, David Gottlieb has started discussion with Software Freedom Conservancy about their becoming our fiscal sponsor.

[donbyrd]

To close this moribund thread off, Avian Music Notation Foundation, Inc., has been a nonprofit since Sept. 2012. It's not a 501(c)(3), but in 2012, that looked very difficult to accomplish without the sponsorship of the Software Freedom Conservancy or SPI; such sponsorship looked unlikely; and, as things stand, it really doesn't matter because no one has shown interest in doing anything that'd be affected by our being tax-deductible.