[Numpy-discussion] NumFOCUS fiscal sponsorship agreement

Ralf Gommers ralf.gommers at gmail.com
Mon Oct 12 17:01:26 EDT 2015


Thanks Nathaniel and everyone else who contributed for pushing forward with
formalizing Numpy governance and with this FSA. I'm quite excited about

Before I start commenting on the FSA, I'd like to point out that I'm both
on the numpy steering committee and the NumFOCUS board. I don't see that as
a problem for being involved in the discussions or signing the FSA, however
I will obviously abstain from voting or (non-)consenting in case of a
possible conflict of interest.

On Thu, Oct 8, 2015 at 7:57 AM, Nathaniel Smith <njs at pobox.com> wrote:

> Hi all,
> Now that the governance document is in place, we need to get our legal
> ducks in a row by signing a fiscal sponsorship agreement with
> The basic idea here is that there are times when you really need some
> kind of corporation to represent the project -- the legal system for
> better or worse does not understand "a bunch of folks on a mailing
> list" as a legal entity capable of accepting donations,

Additional clarification: NumFOCUS is a 501(c)3 organization, which means
that in the US donations that are tax-deductable can be made to it (and
hence to Numpy after this FSA is signed). From European or other countries
donations can be made, but they won't be deductable.

> or holding
> funds or other assets like domain names. The obvious solution is to
> incorporate a company to represent the project -- but incorporating a
> company involves lots of super-annoying paperwork. (Like, *super*
> annoying.) So a standard trick is that a single non-profit corporation
> acts as an umbrella organization providing these services to multiple
> projects at once, and this is called "fiscal sponsorship". You can
> read more about it here:
>     https://en.wikipedia.org/wiki/Fiscal_sponsorship
> NumFOCUS's standard comprehensive FSA agreement can be seen here:
> https://docs.google.com/document/d/11YqMX9UrgfCSgiQEUzmOFyg6Ku-vED6gMxhO6J9lCgg/edit?usp=sharing

There's one upcoming change to this FSA: the overhead percentage (now 4-7%)
charged will go up significantly, to around 10-15%. Re4ason: NumFOCUS
cannot cover its admin/legal costs as well as support its projects based on
what the doc says now. This is still at the lower end of the scale for
non-profits, and universities typically charge way more on grants. So I
don't see any issue here, but it's good to know now rather than right after
we sign.

> and we have the option of negotiating changes if there's anything we don't
> like.
> They also have a FAQ:
> https://docs.google.com/document/d/1zdXp07dLvkbqBrDsw96P6mkqxnWzKJuM-1f4408I6Qs/edit?usp=sharing
> I've read through the document and didn't see anything that bothered
> me, except that I'm not quite sure how to make the split between the
> steering council and numfocus subcommittee that we have in our
> governance model sync up with their language about the "leadership
> body", and in particular the language in section 10 about simple
> majority votes. So I've queried them about that already.

I'd like to clarify that the Numfocus subcommittee is only meant to
facility interaction with NumFOCUS and to ensure that if funds are spent,
they are spent in a way consistent with the mission and non-profit nature
of NumFOCUS. The same applies to possible legal impacts of decisions made
in the Numpy project.

Regarding the question about the "simple majority votes" language, we can
simply replace that with the appropriate text describing how decisions are
made in the Numpy project.

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