X.Org mulls joining SPI

The X.Org Foundation is voting on whether or not to embark on a significant structural shift, in which it would move from a standalone nonprofit organization (in the eyes of the US Government, that is) to being a member project of Software in the Public Interest (SPI). The visible effects of the change to X.Org members should be minor, and the effects to X software users virtually nil, but the decision is still one that has ramifications and warrants a closer look.

At issue is X.Org's status as an independent entity. The organization gained formal approval by the US Internal Revenue Service (IRS) as a 501(c)(3) charity in 2012. While that is an important legal hurdle (as well as being one that other free-software projects have had difficulty in clearing), it comes at a cost. 501(c)(3) organizations enjoy tax-free status and can accept tax-deductible donations from members of the public but, in return, they must adhere to some strict paperwork and filing requirements at the IRS.

X.Org, unfortunately, has found those requirements to be a bit of a burden over the course of the past few years. That is hardly a surprise. X.Org, perhaps more so than the average free-software organization, exists almost entirely as a development entity. It does not have a marketing arm, it does not set up booths at conferences and sell T-shirts, and it does not engage in public-activism campaigns. Its members merely work on window-management software, video drivers, display servers, and related code.

SPI

But the overhead of dealing with legal issues is not a minor concern. The IRS briefly revoked X.Org's 501(c)(3) status in 2013 when the organization did not file its paperwork (a misunderstanding rooted in the fact that X.Org had no income for the year), though the status was restored in short order. The organization has also had to switch banks in recent years due to changes in the old bank's fee structures and terms of service (which is as unpleasant a process for organizations as it is for individuals). Lastly, a large percentage of X.Org members are from outside the US (which makes working on compliance with unfamiliar US tax regulations all the more burdensome for them).

In 2013, the notion began to circulate within the project that X.Org might be better off to offload the red-tape side of being a non-profit organization to an "umbrella" organization that serves that function for other projects. There are several such umbrella organizations these days: Software Freedom Conservancy, the Free Software Foundation, Apache Software Foundation, and SPI being arguably the best-known. The X.Org board of directors voted in favor of SPI at the 2013 X Developers Conference (XDC).

In February 2014, board member Martin Peres gave a FOSDEM presentation outlining the background of the proposed change and making the case that SPI was the best fit moving forward. He also created a branch of the official X.Org bylaws to track the specific changes in wording that would implement the move.

In an email, Peres noted that there was essentially no feedback at that time from the general X.Org membership. The board then turned its attention to SPI, making inquiries about how becoming a member project would affect X.Org's regular operations, its record keeping, and so on. SPI has its own process for determining whether or not to take on a given project as a member, but in February 2015 it finally notified the X.Org board that it would accept X.Org's membership application.

Unfortunately, the length of time between when X.Org first approached SPI and when the final decision came back triggered some practical problems. The X.Org Foundation bylaws state that changes must be voted on by the full membership, not just the board, so it was decided to place that question on the ballot with the annual board election—which was originally scheduled to start on March 9. But SPI had some feedback on X.Org's proposed bylaw wording. The X.Org board had asked for such feedback from SPI's stable of experienced organizational-structure specialists.

At its March 5 and March 19 meetings, the X.Org board voted to push back the election, pending the final changes to the proposed bylaw text. The changes were eventually merged in and posted [PDF] for review. Voting began on March 23 and will continue through April 5.

Revisions and ballots

Like many of the project-umbrella organizations, SPI has some flexibility in how it partners with its member projects. In the case of X.Org, the plan is for SPI to hold all of X.Org's funds and assets, provide legal representation when needed, and to handle the process of dispensing (and reimbursing) funds. As is also typical, X.Org will have the right to leave SPI at any time, and SPI will not have any input on the technical direction or inner workings of X.Org.

Although the X.Org wiki hosts a FAQ page about the proposed change, that page does not go into detail about the nature of the feedback or the wording changes discussed with SPI prior to the election. Examining the Git log for Peres's copy of the bylaws provides some more detail, though.

A March 17 revision clarifies that X.Org membership is separate from SPI membership, removes language that distinguished how donations were handled when the amount exceeded $300, and removes a statement specifying the X.Org Foundation's 501(c)(3) status. Other changes to the repository include one that removes a reference to the "seal of X.Org" from the bylaws and another that resolves a question about the bylaw prohibiting X.Org officers from borrowing money on X.Org's credit.

For X.Org members, the primary impact of joining SPI will be that money will be handled by SPI rather than by the X.Org treasurer. Whether that money relates to travel expenses, organizing XDC, or running the Endless Vacation of Code (EVoC) mentoring program, the accounting and disbursement will be handled by the SPI treasurer. Approval decisions for expenditures, however, will still be made by the X.Org board. To the public at large, the only visible difference will be that donations to X.Org must now go through SPI. While SPI retains 5% of public donations in order to underwrite its operating costs, X.Org will be entitled to receive some portion of all donations that are made to SPI's general fund because it is a member project.

The changes to the bylaws include one other noteworthy revision: the new bylaws explicitly state that X.Org's purpose includes the development and support of some other software—namely the Direct Rendering Manager, Mesa, and Wayland.

Although joining SPI may be the most fundamental question on the ballot this year, the current election is also being held to elect four of the eight seats on the X.Org board. The seats held by Peres, Alan Coopersmith, Peter Hutterer, and Stuart Kreitmann are all expiring. Peres, Hutterer, and Kreitmann are running for reelection, and are joined on the list of candidates by Rob Clark, Emil Velikov, and Daniel Vetter.

Each candidate has a brief bio and personal statement on the election page. One thing that distinguishes the X.Org board election from the Debian Project Leader election is that the X.Org candidates' question-and-answer process is conducted on the closed X.Org members' mailing list.

Although it is far from a foregone conclusion, the X.Org board's support for joining SPI and the lack of a significant opposition movement both suggest that the proposed bylaw change will be approved. For users of X, Wayland, and the other software projects, the only real impact may be that mishaps like 2013's loss of 501(c)(3) status become a thing of the past. For those watching from other software projects, X.Org's experience may be a valuable lesson in the pros and cons of existence as a separate entity versus belonging to an umbrella organization.

How such pros and cons balance out is always tricky to figure out—some participants understandably fear the loss of autonomy that might come from a bad relationship with an umbrella organization. SPI seems to have established a reliable track record over the years, of course, but it has been a while since a project on the scale of X.Org has moved from an independent to a member project. Plenty of other projects, no doubt, will be watching the outcome.