 Cliff Lynch I am the director of the coalition for networked information and I'll be briefly introducing this session. This session is one of the synchronous breakouts that's part of our spring 2021 virtual member meeting. I want to note that along with the synchronous project briefing sessions that will be happening this week. We are also making much heavier use than in the past of pre recorded project briefings. And those are available on demand. We released quite a rich assortment of these yesterday at the opening of the meeting and I would invite you to browse those as your time and interest allows. I think you'll find some very interesting material in there. Next week we'll conclude the virtual meeting with a couple of plenary days on Wednesday, Thursday and Friday. And I hope to see many of you at some of those events as well. The meeting is being recorded and will join the other recordings and being made publicly available at the end of the member meeting. We do have a chat. Feel free to use it to make comments, introduce yourself and the like. There is a Q&A tool, which is at the bottom of your screen and feel free to tee up questions at any point. We'll take all the questions at the end of the session when Diane Goldenberg Hart from CNI will moderate the Q&A. If people want to raise their hands during the Q&A as well, we can take questions and comments by audio if that makes more sense. I would also note that there is closed captioning available. Please avail yourself of that if it's helpful to you. I think those are all the mechanical announcements that I need to make. Let me introduce our speakers, Heather Greer-Klein from San Vera and Reslan Metz from Emory University. The topic today is one that feels like it's almost thematic among the synchronous briefings especially because I think this is one of these topics that needs to be discussed as much as simply presented. And that is pathways to sustainability for so many of our projects and programs. There are a lot of issues here. They're not purely financial. They're also organizational. They touch on governance, on priority setting. It's actually, this is never a simple set of questions. And some of you may have seen the synchronous session yesterday where the digital curation network discussed some of their efforts to move from startup grant funding to a genuinely sustainable model. Here we're going to see another look at an effort by some very thoughtful people to grapple with this challenge in a different setting. And with that, I just want to thank Heather and Rosalind for agreeing to come and get us all up to date on this to thank everybody for joining us. And I will go away, be quiet and turn it over to Rosalind. Hello, everybody. For those of you that don't know me, my name is Rosalind Metz and I am the current chair of San Vera steering. And I'm also the associate dean for library technology and digital strategies at Emory University here in Atlanta, Georgia. I'll be presenting today alongside my colleague Heather Greer Kline who is San Vera's brand new community manager. Heather and I get started, I wanted to say a few words about this particular presentation. We know that financial models and open infrastructure in general are a hot topic as Cliff just explained. Although we are presenting a path forward for San Vera we want to caution folks who might see this as a one size fits all model. Eleanor Ostrom's Nobel Prize winning research on governing common pool resources. She tells us that we must wait and see quote what individuals will do when they have autonomy to craft their own institutions unquote. While we hope that this presentation may inspire organizations when they are considering fiscal and legal sponsors for their projects. We hope they will take into account what is best for their own organizations during the evaluation process. In this presentation, Heather and I will cover the following topics. First, I will provide you with an overview of the San Vera community including how we ended up meeting to evaluate potential fiscal and legal sponsors for the community. Heather will do a deep dive into different financial and legal models we identified during our research and evaluation process. After that I'll talk about some various process for evaluating and migrating to our new fiscal sponsor Oasis. And finally Heather will wrap up with an overview of the foundation as a service model that Oasis provides. So first up is that overview of the San Vera community. San Vera began in 2008 as the hydro project emerging out of discussions between the University of Virginia University of whole Stanford University and Fedora Commons. There was an early recognition that any output from the project would only work sustainably if it could be built on and further developed by others as well. From the beginning a key aim was to enable others to join the hydro project and to establish a framework for sustaining the community as much as the technology. A formal governance structure was adopted by the initial partners in 2012. In 2015 the partners in the hydro project attempted to trademark the logo and discovered that hydro could not be used. They've been community renamed itself San Vera and Icelandic term meaning togetherness. Rather than seeing the rebranding work as a setback the community treated it as an opportunity to reevaluate its aims. Beginning in 2017 a series of working groups was kicked off to develop recommendations for the future of the San Vera community. In March of 2018 the San Vera governance working group delivered its recommendations to partners. The San Vera community and its partners had grown from an initial group of five founding partners over a decade ago to a broadly based community of well over 100 adopters with over 30 formerly committed partner institutions. During that time the successful stewardship of San Vera, its applications and its community was spearheaded by the San Vera steering group and San Vera partners. The partners recognized the need to review our governance model and propose changes that resourced the growing project and created more open and transparent community processes. The end results are the recommendations that you see here. One of the biggest changes to the San Vera community was the creation of a contribution model. The San Vera had always prided itself on not being a pay to play organization. However, the community recognized that in order to hire a staff member, we needed to ensure ongoing income. The San Vera community launched another series of working groups to identify a contribution model. We went through a number of iterations before landing on the one that you see here, which was approved in 2019. The partners are expected to contribute at the rates identified in the model by 2022. As you can see this had a profound impact on our fundraising. In 2019 institutions began preparing for contributing at higher levels than they had done previously, and the community saw a huge uptick in our income that year. Last year we only saw seven partners not contribute at their required rates, and a handful provided more funds to the community than they needed to under this contribution model. In July of 2019 Dura space our previous fiscal sponsor merged with lyricists. A little less than a year ago the San Vera community renewed its MOU with lyricists. Our existing MOU limits the relationship between the community and lyricists to that of a fiscal sponsor relationship. Per the MOU lyricists agreed to allow the community continue to continue as an independent program through June 30 2021, paying a lower fee for fiscal sponsorship services than what lyricist sponsored programs pay. In the interim of renewal lyricists asked the San Vera steering group to use the following year to explore becoming a lyricist community supported program. Over the next year we learned through our research that the previous relationship between San Vera and Dura space, and then later lyricists is not legally and fiscally sound. We are truly grateful to both organizations for taking on undue risk for this community. We wouldn't be where we are today without their support. And now I'll hand things over to Heather, who will help us understand more about fiscal sponsorship models. Thanks Roslyn. So first a quick disclaimer, if we can move to the next slide. There are other fiscal sponsorship models that we found available to San Vera. There are other models that are less common that we didn't come across in our search and they're sure to be emerging models as well. Other communities might have circumstances either limit or expand the models that could be right for them. So next slide. What is fiscal sponsorship. I was surprised to learn that fiscal sponsorship is not a recognized legal term. It has no formal legal definition. It's a term used to describe a practice that has a long history of use by nonprofits, and that it's most basic in a fiscal sponsorship, a sponsoring nonprofit accepts and administers funds for the activities of another project group or entity in compliance with us tax laws. Next is a fiscal sponsorship arose and became important because getting a nonprofit designation in the US is not a quick process and managing a nonprofit entity requires time and specific expertise. So fiscal sponsors provide fiscal oversight and administration without requiring a project to incorporate themselves and fiscal sponsorship has in. I think Heather may have slipped away from us there. I can actually think we probably take over. We'll see if she comes back. Okay, terrific. Thanks. So fiscal sponsorship has inherent risks to both the sponsor and the sponsored project. The sponsor is taking responsibility for the project and must ensure that the activities of the project comply with the requirements of the sponsors organizations tax exemption. The project relies on the sponsor for critical administrative responsibilities. I'm sure we've all heard of a 501 C3 organization almost as a synonym for a nonprofit organization. The IRS actually recognizes 29 different numbered 501 C nonprofit types. All are legal entities that have exemption from federal income tax under 501 a of the IRS code. And because they assert and provide ongoing evidence that they are not organized as profit making enterprises. I'm going to focus on what fiscal sponsorship means to two of these nonprofit types organizations with a 501 C3 or a 501 C6 nonprofit exemption. 501 C3 nonprofits are the ones we are most familiar with and organizations with this designation are both tax exempts and also contributions to these organizations are tax deductible for donors. These two tax code exemptions mean 501 C3 organizations must meet certain criteria, including mission and activities that benefit the public. There are no models of fiscal sponsorship that are offered by 501 C3 organizations, but I'll focus on the two most common Heather I'm on slide 14, if you would like to take over. I haven't started it yet, but it's there on the screen. Thank you I appreciate that of course briefly last electricity. We're having here in the south. Right, so the most common model for a 501 C3 doing fiscal sponsorship is the comprehensive model it's also called model a, and in the comprehensive model, the party entering into the fiscal sponsorship agreement with the fiscal sponsor is giving all ownership and control of the project to the sponsor and retaining only the right to enforce amend or terminate the agreement and have the project transferred to another qualified fiscal sponsor. So the project can maintain a steering committee to guide activities, but the sponsoring organization has the final say as to how funds are spent. The model a sponsorship is akin to a merger and acquisition. So the assets and liabilities of the project are the assets and liabilities of the fiscal sponsor. And the fiscal sponsor takes on the project and all of its risks because it advances the sponsors own charitable mission. And typically a light of all of the administrative burdens and the costs associated with the project and to ensure organizational health, the fiscal sponsor charges and intra organizational administrative fee to the restricted fund dedicated to the projects charitable purposes. So on this next slide. There's a variation on the comprehensive model and that is to designate the project as a single member LLC or an SM LLC. The SM LLC is treated as part of the sponsor, which is in model a for IRS tax exempt reporting purposes, but the project can receive tax deductible donations and grants in its own name. The option adds administrative burdens for ensuring that there's proper separation between the sponsor and the LLC, both on the organizational and operational side. But the benefit of a single member LLC structure is that it can protect the sponsor from liability for the activities of the project. So this next model is called. So if we can back up one there. Yeah. Model C is the re grant model and this is where a sponsor re grants funds to a project. So the project does not become a part of the fiscal sponsor it's a separate entity, but the project's responsible for staff and bookkeeping and its own administration. This model can include one time arrangements that enable a project to obtain the proceeds of a particular grant via the sponsor, or it can be an ongoing arrangement where there are funds that are raised and over time they are transferred to the project. So I've seen this model most often used for established charitable nonprofits that need to move funds quickly, say to a grassroots community organization that can't afford the time to pursue incorporation. The 501 C six organizations that are, they are tax exempt, but their donations are not tax deductible. And the exempt purpose for the 501 C six is to promote the common business of its members. So these are professional member organizations, chambers of commerce big business leagues and so forth. These organizations in exempt purpose makes a different fiscal sponsorship option available to these organizations and that's the series or cellular LLC. So you can see here there are three distinct but related entities in this model. The 501 C six nonprofit is able to set up a separate nonprofit LLC, specifically to act as a fiscal sponsor and a legal administrator to a series of LLC projects under their umbrella. So the LLC is its own company, it's separate from the sponsor by virtue of conventional corporate law. It's composed of multiple series, the sponsor projects are the series. They each have their own assets and their own liabilities and they're all separate from each other. And the fiscal sponsor must ensure that the activities of the project are not for profit in nature and that the project is financially viable, but otherwise they can be hands off the project has independent governance and donations and grants and under other funding can be accepted directly by the project in its own name. And with that, I'm going to hand things back to Rosalind to provide a look at how the same very steering group evaluated different fiscal sponsor options. Thanks Heather. So armed with this new founding information about fiscal sponsorship models the same very steering group undertook an ambitious timeline for identifying as fiscal sponsor for the community. This year, the same very steering group identified three organizations to evaluate for fiscal sponsorship, lyricists code for science and society and Oasis open. While we did identify other organizations as viable options, these three seem to be the organizations that upfront upon first glance offered services that most closely aligned with our needs. Each of these three organizations presented to the steering group during our January winner retreat, where we engaged in conversation and questions about each other's organizations. In order to evaluate the organization steering identified a number of criteria we use to rank these three organizations. We had a deep discussion about what each of these criteria is meant to us clarifying and creating more fleshed out definitions during the discussion. Eventually we waited the criteria, and here you can see the criteria listed out and roughly their weighted ranking order with one being the most important. I will note that many of these criteria are in fact tied with one another we couldn't really decide an exact order. So it isn't really in a strict numbering order. At the end of our discussion we came to the decision that Oasis open offered the community the experience that most closely matched our current relationship with lyricists. So while some may see this change as a major one. The reality is that it is the option that requires the community to change the least. Back to our timeline once steering had its recommendation to move to Oasis open for fiscal sponsorship. We realized that the work of notifying the community was just beginning. We wanted to ensure that our partners had the opportunity to weigh in early and often about the process. In early February we reached out to the top leadership of our partner institutions asking them if we had identified all viable options for fiscal sponsorship. We scheduled follow up meetings with each of the organizations we interviewed so they could be notified of our decision. And finally we began identifying how to mesh the process of migrating to our new fiscal sponsor with the processes called for in San Berra's bylaws and find Sam bears financial governance documents. In the end Sam very steering drafted a recommendation report updated our bylaws merged our financial governance documents into those bylaws and held a vote to ensure partner institutions are on board with all of these changes. Now I'll hand it back to Heather will provide an overview of it Oasis open and their foundation as a service model. Thanks Rosalyn. So Oasis is a nonprofit international member driven 501 C six organization was founded in 1993. They provide support for open standards and open source development. They're the home of familiar standards like SAML and open document format, and many others that you may not have heard of, like the common alerting protocol that's used for amber alerts. It's a broad scope of work with group setting standards for everything from cybersecurity and emergency management to cloud computing and augmented reality. And groups at Oasis work autonomously setting their own goals, making their own decisions, but all sharing with Oasis and a commitment to openness transparency and inclusivity. Oasis programs consist of technical committees, open projects which support open source communities with a path to standardization. Partnership with the American National Standards Institute to administer the US technical advisory groups to ISO, and their foundation as a service program. And the foundation is a service program is what we found to be an excellent fit for Sam Vera. Oasis created the foundation as a service program to support projects that want to maintain their independence while accessing the benefits of Oasis as a fiscal sponsor. And Microsoft's lawyers suggested the outline of the series LLC hosting model to Oasis based on their experiences starting the joint development foundation which supports some collaborative standards work. The core services of foundation as a service include all of the setup for a series LLC, the legal review for policies bylaws and contracts, a complete invoicing and payment processing and accounting infrastructure with routine operations reporting independent auditing services, the preparation of a corporate annual report and tax and corporate filings. And Oasis also offers additional optional services from Oasis staff, and these are for an hourly very transparent pass through rate. They also contract with a third party HR company for hiring project staff and providing payroll and competitive benefits. So back to our timeline we're now at the point of approvals. So our Sam Vera partners are just today finishing their voting process to accept proposed changes to our bylaws that were necessary to transition and we anticipate that the final result will be to accept the bylaw changes and approve the transition. And then the Oasis board is going to vote later this month to accept Sam Vera as a foundation as a service project. At the beginning in April we expect to work to fully transition our fiscal sponsorship over to Oasis. And while we're in the process of transition Oasis will be able to accept contributions from our partners and hold them for us. So we don't fall behind in our annual fundraising process. And so far experience working with Oasis staff has been excellent. They were able to work with us to develop a statement of work very quickly. And so we're working with Oasis as a foundation as we work down our own communications and approval processes. And it's clear that we're benefiting from a well resource team that is experienced working with open source software. And in fact they're used to organizations that are a great deal more complex than our own. And we're learning from so much from access to legal expertise that really knows the challenges specific to open source communities. The policy review process has been invaluable. I can't emphasize enough how helpful it's been to have access to an attorney who can answer questions quickly and suggest clear language for our bylaws and offer us advice and options based on best practices and the experiences of similar projects. And we've included a list of additional resources if you'd like to dig further into exploring fiscal sponsorship. And thank you so much for your time. We're happy to answer questions. Thank you so much Rosie and Heather. It's interesting to hear about the fruits of your research and your proposals for sustaining this community. And at this time, the floor is now open for questions. So, if you have a question or a comment. Please type it into the Q&A box. Or feel free to use the chat box for comments. And we can address those questions here. Give folks a little bit of time to share their questions with us. While we're waiting for our attendees to share questions with us. I remind everyone that this is CNI's spring 2021 virtual membership meeting. We're in day two of our project briefings. We'll have one more project briefing this afternoon on Project Komodo, and we hope that you will join us for that session. I think we have a question. Eric asks. Thank you for this very interesting presentation. I'm wondering if you have thoughts on how to assess the success of partnerships with groups like Oasis over time. That's a great question. I think for my perspective and of course I'd love to hear Heather's perspective too. I think for us, the success will really be in whether or not they are able to fill gaps that we identify over time. I think that's one of the things that we've sort of been able to benefit from in the past is filling those gaps by knowing people within the library community. One of the things that Oasis opens us up to is the rest of the open source community. And some of the things that they know and understand that we just don't, right, because we're librarians, we know a lot about libraries. I'm interested to sort of see things that we have before maybe heard about through word of mouth. Now it feels like we'll have somebody that we can go to to ask for that help. You're also raising a good point. You'll note that in the governance recommendations, we did assess our governance changes in after a couple of years of living under those governance changes. And a thing I'm now thinking of is that perhaps we should do the same thing for Oasis after a couple of years to see how things are going and decide then is this working for us. I would imagine that it will be but you never know. Heather, do you have any thoughts? Yeah, I think those are all all great points. I also think particularly in this first year. Just generally how how those core services are delivered. And how, how timely is the reporting. What's it like to work with them to set our budget. So these are all sort of things will, I think, discover in the first year to make sure that those core basic legal and fiscal needs are being met. I think the other thing too is the good thing about this model is it gives us freedom to leave. We're not, whereas some of the model a models were sort of tied to the organization where with this model were much more free to leave if we wanted to go off and actually created an even larger organization which I'm not suggesting we will. But if we wanted to do that we could actually do that so it does give us the ability to grow significantly over time if that's that is what happens if I'm being optimistic. Thank you. Thanks for the question and thanks for the response there we have another question in the queue now. Oasis fee structures shared up front as part of your initial dialogue. And was your community open to moving beyond the regular foundations within our space. So I can say, yes, the fee structure was was very much upfront in our first conversation with Oasis. It's actually a pretty simple and straightforward structure. And the other part of the question. I think there was a lot of curiosity around something new in our, in our community, but I think they. It was it was mostly interest in seeing sort of a new option and a new, a new model with that helped us maintain governance independence. That was, that was I think pretty exciting. Yeah, we did talk about whether or not we had concerns that they weren't cognizant of the higher education space. But for us. And the way that Sam Vera has is structured is is we actually operate a little bit different than some of the other projects in the higher education space many of those projects are projects with one piece of software underneath them. Right. And Sam Vera isn't one piece of software. It's a, it's a community with lots of different software underneath it. We have hyrax we have haiku we have Avalon, then we have components that make up our stack and those get used by some people who are part of the community that don't use Avalon or haiku or hyrax so we, we felt slightly different than some of the other spaces or some of the other technologies in the higher education space but at the same time, we recognize that there's so much to learn from open source projects outside of the higher education space that this presented a really great opportunity to do that learning. And always is excited to learn from us, and to sort of extend their support and expertise further into a segment of the open source software world that they hadn't previously served so they've been really curious to learn more about how our projects work and what the needs are. That's an interesting angle. Yeah. Well thank you for the question. And we have another question now. Do you think that fiscal sponsorship has made a tangible difference to Sam Vera partner institutions. And have you perceived any immediate impact. I would say, fiscal sponsorship has made a tangible impact because through fiscal sponsorship and through the funding that has come from our partner institutions we've been able to hire Heather, and I would argue, at least for me. I mean, Heather has been an amazing impact on the community. I think that a lot of people within the community are feeling like they're being heard better Heather is very good at. This is not the glowing Heather recommendations section but it's going to be. Heather, they feel like Heather is really there to listen and to help them. I think that's a really great job of making everybody feel heard and valued. And I think, in some respects, we would never be have been able to do that without fiscal sponsors and I mean all of them right so Oasis isn't is just one in a series, you know, just sort of took that first risk and and lyricist was willing to continue taking that risk for us. But if we didn't have a way of stewarding those funds we would never have been able to get to the point of hiring Heather and helping us do a lot of the coordination work that hadn't been happening in the community before I mean it was happening, but it was happening on other people's time, which meant it was happening much more slowly rather than having a dedicated staff member. And I anticipate that this transition to Oasis is actually going to have a very minimal impact on on partners and adapters. I mean they'll be sending the check to a different place for donations, but compared to some of the other models we could have undertaken, which have a much greater impact on what sort of leadership could mean. If we were moving to a completely different structure that would have a much bigger impact on partners than than this particular move. And then Bo you and I see your follow up question about examples. I would really say it was many of the things in our bylaws and the way that our bylaws were written and structured. I think that they were, they were definitely done well. They, I will say that Oasis open was excited that we had bylaws. And they were excited that we had financial governments governance document but they also helped to explain to us why we needed to merge those some of the things that we had included in our in our governance documents and in the bylaws. They asked some questions about we actually had an open question as an organization around can we have a single member partner. By that I mean can I Rosalind become a partner of Sam Vera. And the, our lawyer actually said well let's, you know, let's leave it the way that it is now, because here are some issues that you will want to think about if you go that route how does that change your voting processes. How does that change your contribution model is a single individual, if they are affiliated with an organization, are they getting to vote twice, because if Rosalind is voting, and Emery is voting does that mean now I as Emery's required like representative to Sam Vera get double vote. And so those were some of the things that we hadn't really been able to delve into but they had that experience working with other open source software that they were able to say, time out wait, think about these things, and, and benefiting from that has been really really helpful. Great, thank you. I have a question now. I see the attractions of Oasis because of its open source community and expertise, but I'm curious about the extent to which the subject expertise of Oasis was the main attraction or the 501 C6 model. If the latter, could you say a bit more about the disadvantages of the C3 models. The biggest advantage of the 501 C6 model was Sam Vera had always applied the partners as the primary driver of the community. And we talk about the partners, all the time. If you ever were to come to a Sam Vera steering meeting it's it's really a meeting all about partner institutions and what is in their best interest and how things that are happening are impacting partners. The 501 C3 model would mean the project would be subsumed underneath an organization. And that subsuming underneath an organization means that you are now tied to that organization. One of the things that you'll know when I talked about the history of Sam Vera was we talked about the merger between Duraspace and Lyrasys. And Duraspace had one version of how it operated and Lyrasys had another. And neither of those things are necessarily good or bad like we could, you know, laundry list every organization on the planet, what are the positives and what are the negatives. But it was a shift, right, and it was a shift in leadership in organizational personality. And one of the things that open source communities writ large tackle with is these shifts in personalities in some respects, personalities run open source projects. And we can see that in our communities and we've talked about that before here and in other places that if a dean of libraries leaves or if an associate dean for technology leaves, suddenly the commitment to a project shifts and wanes. And there's been efforts by some people in this call to go to new deans at a library or new associate deans for technology and say, hey, you really need to support this like we rely on you. So you're right, Don in asking the question is it the 501c6 model that was attractive in some respects it was right because it, it removed an added layer of personality to a community which I feel okay saying has a lot of personalities a lot of our partner institutions are huge organization some of the biggest research libraries in the US and in Europe. And they have very strong personalities of how the project should be run and how the community should be run and how the technology should come together. And so, being our own standalone subseries LLC sort of helped remove that personality layer and allowed the partners still to shine forward and be less change make more changes than I think we had already done as part of governance recommendations and all of that. I hope that answers the question Heather do you have anything. I'll just add that other so most of the nearly all of the 501c3 options that we found where that comprehensive model a and that's because that is the most responsible fiscal sponsorship model for any 501c3 because of their requirements to maintain their tax exempt status. The bar is really high for them. The model with the single member LLC is really more about protection for the sponsoring organization and model see where the project maintains independence is usually more of a stop gap. It's not usually a long term model the way that we wanted to to be so we just weren't finding something that that made space for that independence from a 501c3 just because of the nature of their requirements as an as their type of nonprofit. That's really interesting. Thank you. Thanks for the question Don. And Don thanks you both for for that response. It's really, really interesting. We do have time for another question. There are any others for our panelists. I'm not seeing any questions come in through the Q&A box so what I'll do is propose that we go ahead and turn off the recording with thanks to our wonderful panelists for coming and chatting about this proposal to our attendees for joining us here today for these great questions. To our attendees if you wish to stick around with us after we turn off the recording Rosie and Heather are available to continue the conversation. So please feel free to stick around. And I'm seeing lots of thanks coming in through the chat. Yes. Thanks. It was a great presentation. Just after I turn off the recording just raise your hand and I'll be happy to enable you to unmute yourselves. And with that thanks everyone have a great rest of your day and we look forward to seeing you back again at CMI. Bye bye.