Move to Linux Foundation Charities 501(c)(3) and establish the Jupyter Foundation directed fund as part of Linux Foundation 501(c)(6)

[Zsailer]

Questions to answer ❓

Background, context and reasoning to help others understand the change.

The Jupyter Executive Council (EC) has the responsibility to ensure the healthy and sustainable evolution of Project Jupyter and to seek the best vehicles to support this. In early March, we, the EC, proposed to create a new funding vehicle for the project, paired with some management and operational changes in support of this funding mechanism, in partnership with the Linux Foundation (LF). These changes will enable us to grow and develop ambitious efforts we have often discussed but lacked resources to implement, and provide long-term stability both for key Jupyter contributors and the project itself. While Project Jupyter has been impactful and successful in many areas, we currently struggle in our ability to scale in certain strategic directions and in maintaining core functions needed for an effort of our size and scope. We believe this plan is the right path forward to meet these challenges.

A brief summary of the change.

The EC recommends that Project Jupyter transfers from NumFOCUS to the Linux Foundation Charities 501(c)(3). This transition would be paired with the creation of a new entity, the Jupyter Foundation, whose purpose is to raise, budget and spend funds in support of Project Jupyter and its mission. The Jupyter Foundation would be under the Linux Foundation 501(c)(6).

If this proposal passes, as a project of LF Charities, Project Jupyter would adhere to the applicable LF Charities Policies as noted on the LF Charities homepage.

A draft of the Jupyter Foundation participation agreement (which includes the Jupyter Foundation charter as Exhibit B) is included in this repo as part of this PR. For convenience, we also attach this document here. The EC and Linux Foundation may update this document as part of setting up the Jupyter Foundation, and a final version will be posted publicly.

Alternatives to making this change and other considerations.

The EC explored other options that were described in the March proposal here and discussed further here. For more context and answers to various questions raised by the community, you can read the FAQ here.

Voting

Vote is expected to close 15 July 2024 Anywhere on Earth.

This vote officially passes. 🚀 Thank you, all, for voting!

Executive Council: 6 Yes. Software Steering Council: 7 Yes, 2 No, 1 Abstain.

### EC members/voting checkboxes * @afshin * [x] Yes * [ ] No * [ ] Abstain * @ellisonbg * [x] Yes * [ ] No * [ ] Abstain * @jasongrout * [x] Yes * [ ] No * [ ] Abstain * @fperez * [x] Yes * [ ] No * [ ] Abstain * @Ruv7 * [x] Yes * [ ] No * [ ] Abstain * @zsailer * [x] Yes * [ ] No * [ ] Abstain ### SSC members/voting checkboxes - @gabalafou (Accessibility) * [x] Yes * [ ] No * [ ] Abstain - @ivanov (Foundations and Standards) * [ ] Yes * [x] No * [ ] Abstain - @JohanMabille (Kernels) * [x] Yes * [ ] No * [ ] Abstain - @jtpio (Frontends) * [ ] Yes * [ ] No * [x] Abstain - @marthacryan (DEI) * [x] Yes * [ ] No * [ ] Abstain - @martinRenou (Voilà) * [x] Yes * [ ] No * [ ] Abstain - @minrk (JupyterHub and Binder) * [x] Yes * [ ] No * [ ] Abstain - @rpwagner (Security) * [x] Yes * [ ] No * [ ] Abstain - @SylvainCorlay (Widgets) * [ ] Yes * [x] No * [ ] Abstain - @vidartf (Server) * [x] Yes * [ ] No * [ ] Abstain

The process ❗

The process for changing the governance pages is as follows:

• ✅ Open a pull request in draft state. This triggers a discussion and iteration phase for your proposed changes.
• ✅ When you believe enough discussion has happened, move the pull request to an active state. This triggers a vote.
• ✅ During the voting phase, no substantive changes may be made to the pull request.
• ✅ The Executive Council and Software Steering Council will vote, and at the end of voting the pull request is merged or closed.

The discussion phase is meant to gather input and multiple perspectives from the community. Make sure that the community has had an opportunity to weigh in on the change before calling a vote. A good rule of thumb is to ask several Council members if they believe that it is time for a vote, and to let at least one person review the pull request for structural quality and typos.

[jasongrout]

We combined several refactoring/reordering cleanups with this proposal (my fault...). Should we remove those so the actual proposal really stands out on its own?

These cleanups were done:

• Moving the old governance file to an archive/ directory
• Reordering the subproject and distinguished contributor sections of the overview

[Zsailer]

@jasongrout I opened #228 to address the cleanup you referenced. Let's decouple those changes from this PR.

[fperez]

Very minor feedback from me, I think only one slightly substantial suggestion, but I don't think it's controversial...

Thanks all for the hard work here!

[jasongrout]

FYI, I added a short paragraph to the original description above that links to the LF Charities polices we would follow. These policies outline the procedure for leaving LF Charities, the G&A fee for funds raised, etc.

[jasongrout]

FYI, here is a work-in-progress draft of the Jupyter Foundation participation agreement (i.e., what a corporation or other entity will sign to become a member of the Jupyter Foundation). Exhibit B in this document is the work-in-progress draft of the Jupyter Foundation charter, and exhibit C contains work-in-progress draft amounts for each membership tier. The EC and LF are continuing to iterate and refine these documents.

A draft of the Jupyter Foundation participation agreement (which includes the Jupyter Foundation charter) is now included in the PR and linked to from the governance Jupyter Foundation document.

[jasongrout]

@jupyter/software-steering-council @jupyter/executive-council - we have opened the vote on this proposal. We expect to close voting on 15 July 2024, Anywhere on Earth.

[gabalafou]

Some context on my vote.

I reached out to the Jupyter Accessibility council about this issue in various ways starting back in April. I did not hear any objections from anybody on the Jupyter Accessibility council about the Linux Foundation proposal. As such, I am voting yes on the proposal. My reasoning is based on everything I've heard in various meetings and calls. I have been told that the governance and self-determination of Jupyter will be maintained. I am not convinced that the move will improve things on the accessibility front, but I haven't heard anything that makes me believe it would make things worse.

Congratulations to everyone who has worked hard for this.

[fperez]

Hi all,

In response to some questions that have come up, let us (the EC) try to provide a summary of how we've navigated this process. This vote is not a referendum on NumFOCUS (NF), but about the future of Jupyter. Ultimately what we are doing is identifying how to best serve Jupyter at a time of significant resource challenges but also great opportunity for the project to grow, given the right partners.

• Jupyter needs to substantially grow its funding base, including industry participation. We explored multiple options across the entire landscape of open source fiscal support, and we found the entire package of the Linux Foundation's (LF) infrastructure to be an excellent match to our needs (and no other fiscal sponsor we looked at to come close to being a fit).

• Once that was clear, we proposed to NF that the entire ecosystem join together under LF as a single "Open source & open science" community, including Jupyter. We had multiple discussions over months with both LF and NF teams about this idea. Ultimately NF came forward with their own proposal to create a new 501(c)6. The NF 501(c)(6) is only in the beginning stages of discussion, and will likely take a while to be functional.

• We, the Jupyter EC, have as our main responsibility to serve Jupyter. We have very limited bandwidth and are already leaving on the floor important Jupyter-specific needs, so we had to make a choice about how to use our energy.

• We need resources today, as there are many unmet needs in the project. We think it is our responsibility to find a path towards that goal as soon as possible. We recognize we're part of a broader ecosystem, and we tried our best to support those discussions. But at the end of the day, we have no authority over NF or any other projects, and we need to meet our own duties first. It's one of  those "put your mask on before helping others in the plane" situations, and we are trying to do right by Jupyter first and foremost.

• Finally, NF has acknowledged difficulties in operational matters that they intend to address in the future. For a project our size, including ambitious events programs and hiring staff, those difficulties have been more pronounced. We simply have to make a choice on where to go now, and while it's possible that in a few years NF will have addressed all these issues, built a 501(c)6 and successfully engaged with industry partners to fund it, Jupyter can't wait that long.

We hope this helps, especially the subprojects and their SSC representatives. As a reminder, we have public EC office hours on Thursday at 10am Pacific on Zoom, and we'd be happy to talk then!

Fernando, on behalf of the EC (jointly discussed on July 9th).

[vidartf]

Just a reminder that today (AoE) is the last day of voting here.

[Zsailer]

This vote officially passes. :rocket: Thank you, all, for voting!

The final vote count:

• Executive Council: 6 yes.
• Software Steering Council: 7 yes, 2 No, 1 Abstain.

[fperez]

I wanted to drop a quick word to thank everyone! We had a lot of discussion on this topic and we really appreciate the thorough vetting the community gave to this question. It's an important step for our project, that I am convinced will help us grow and meet new challenges. Lots of work ahead, but I think it's an exciting moment!