GOSH agreement with the Open Science Hardware Foundation - what do YOU think?

Community Governance Council Discuss
1

Dear GOSH community,

TL;DR: Please share in this thread if you have opinions on, or experience relevant to, informing the relationship between the GOSH community and the Open Science Hardware Foundation! Details as follows:

As announced in this thread which you should read (thank you @jcm80!), one key mission of the Open Science Hardware Foundation (OSHF) is:

…to fundraise for and help advance GOSH community activities, be a home organization for the GOSH Community Coordinator and other paid support positions, steward the GOSH domain and web hosting and maintain a close link to the GOSH Community Council via a council elected board seat.

I strongly encourage everyone to also check out the OSHF strategy document linked to in that post.

It is with huge thanks to the incredible efforts of the OSHF that we have our incomparable Community Coordinator @briannaljohns; hosting for GOSH’s technical infrastructure like this forum; and of course a huge chunk of the funding :moneybag: that made our latest in-person 2022 Gathering in Panama possible. :bowing_woman: :pray: :hearts:

Also described in that thread is that:

…[OSHF] will have a Charter in place with the [GOSH] Community Council to clarify objectives, roles, responsibilities and decision making processes for any GOSH community-related activities that OSHF is supporting or involved with.

To that end, the GOSH Community Council has been thinking hard about what could go into this charter, and what form it should take (e.g. a memorandum of understanding (MOU), fiscal sponsorship agreement, etc.?). We already had some informative discussions with the OSHF.

How we want GOSH to relate to other external organisations is a key component of the upcoming GOSH Community Constitution. This is something the GOSH Community Council has been working to draft together with now 35+ GOSH community members who contributed in different ways. This process was initiated last year, continued at the goverance table in Panama, the May 2023 Community Call, and currently happening with the help of incredible community members. Recently, we also continued the Panama governance table virtually through some online meetings with you. As you may have heard on the May 24 2023 GOSH Community Call, dedicated working groups are tackling sections and we are working on having readable draft text posted to the forum within the next couple months.

Specifically, a crucial relationship will be the one between GOSH and OSHF, which brings me back to the charter/agreement mentioned at the beginning of this post. For example, this agreement could cover topics such as (but not limited to!):

  • Finances, fundraising
    • Provisioning GOSH with a staff person, and paying hard expenses, …
    • Who is responsible for what in what way and what time?
    • How do we figure out what funding opportunities to pursue?
  • The use of GOSH vs OSHF branding in what situations
  • Information exchange between GOSH and OSHF (in addition to board member) - verbal, data, etc.???
  • Defining how we attribute each other in what situations
  • Transparency in this relationship and processes, so that the wider GOSH community can see everything including - but not limited to - budgets, etc. This could include communicating work as it happens.

:index_pointing_at_the_viewer: What do YOU think should be in this agreement? :thinking:

To be clear, the GOSH Community Council you elected will finalise the agreement with the OSHF, but we would really like to hear from you as we think through this!

If you have any opinions, or relevant experiences/knowledge that can inform a healthy agreement, we would be grateful.

Anything else that should be in the bullet point list above? Any other issues we should consider? If so, how?

Thank you again to OSHF, and to all GOSH community members for responding with your thoughts in this thread! :hearts:

P.S.
In case this helps people get their brains rolling :brain:, we’ve roughly drafted some key points for this putative agreement in this Etherpad pad:

https://pad.publiclab.org/p/GOSH-OSHF-charter-draft

Feel free to comment or make suggestions there or in this thread!

We will keep using this thread and the world-editable pad above until if/when we need to move to a final drafting environment with tracked changes. :rocket:

5 Likes
2

I am all for it. Establishing alliances with other communities, other structures… that make us more resilient are good. Thank you for working hard on this and for keeping us informed. Hugs!

3 Likes
3

Sounds good to me!

2 Likes
4

Thank you so much @juanpedro.maestre, @hikinghack for your kind words and encouragement!

In case this helps people get their brains rolling :brain:, we’ve roughly drafted some key points for this putative agreement in this Etherpad pad:

https://pad.publiclab.org/p/GOSH-OSHF-charter-draft

Feel free to comment or make suggestions there or in this thread!

We will keep using this thread and the world-editable pad above until if/when we need to move to a final drafting environment with tracked changes. :rocket:

4 Likes
5

Thank you for sharing the draft, glad to see move in a good direction.

3 Likes
6

Hi Pen and Jenny, others,

The relationship between OSHF and GOSH was described, does this or does this not preclude either from setting up a similar relationship with another entity? IOW is this exclusive?

2 Likes
7

Thanks for asking @Harold! NO, this relationship is not exclusive and does not preclude relationships between GOSH and other entities. That’s why - within those who are contributing to the GOSH Constitution right now - some are developing guidelines/principles for establishing these relationships to be in the upcoming GOSH Constitution.

2 Likes
8

Hello @everyone and thank you for your patience! :heart:

After talking to many of you, I did my best to amalgamate your valuable input into an updated version of the draft GOSH-OSHF agreement here:

https://pad.publiclab.org/p/GOSH-OSHF-charter-draft

I’ll keep working on this, but some notes on its current form:

  1. This is still a draft, so please point out what’s still missing or problematic!
  2. The last two points (currently #7 and #8) are on which things should be documented and made transparent; and what happens if one party breaks the agreement. To be honest I struggle to think of specific points to put in there, so feedback would be appreciated.
  3. As you can see, the three big ticket items are to ask for the OSHF to support us through (a) fiscal sponsorship on a case-by-case basis; (b) hiring @briannaljohns or other future GOSH Community Coordinators; and (c) technical infrastructure like the GOSH website and forum. Anything missing?
  4. @Harold: I tried to address your question in the draft in point #1. Does it make sense?

Many of you, including (but not limited to!) @dusjagr @gaudi @saadcaffeine @hikinghack @julianstirling @Harold @juanpedro.maestre @lizbarry gave so much feedback that went into this. Thank you!! :pray: :heart: Please respond or DM me directly if you have additional thoughts/concerns!!!

@everyone’s feedback is also much needed!

3 Likes
9

It’s a little hard to comment without making edits, and as I am not longer on the council I should probably just comment and let you pick edits. So I am commenting here, hope this isn’t too painful.

General comments

  • The title is “charter” but the charter calls itself and “agreement”. I’d pick on term or the other.
  • The language could do with tightening once the content is agreed. There are lots of sentences which switch topics and add caveats. I would advocate for short, direct sentences.

Line 11

“This means that while OSHF does not equal GOSH, and will be independently pursuing opportunities to advocate for open science hardware, a key goal of OSHF will be continued support of the GOSH community.”

This reads a bit funny to me, especially the “does not equal”. Perhaps it is clearer just to say:

“While OSHF and GOSH both will be independently pursuing opportunities to advocate for open science hardware, a key goal of OSHF will be continued support of the GOSH community.”

Line 13-16
Firstly line 16:

“Operationally, the signing on for a new term could be staggered around GOSH Community Council elections where elections happen mid-year and revisiting this agreement happens end/beginning of the year. The exact timing could be agreed upon after discussion between GOSH and OSHF. If needed, we propose a grace period of six months after the end of a term during which the existing agreement applies for GOSH and OSHF to finish reviewing and signing on for another term.”

While I see that there is an attempt here to include every suggestion. A lists of could-clauses makes the actual document harder to read. I would put these notes elsewhere, not in the charter

More generally I personally am not a fan of expiry date and grace periods, fixed expiry dates and a scramble to re-agree before a deadline seems like a recipe for unnecessary stress with the possibility of everything breaking down by an arbitrary deadline (sort of like the US Government does). Why not have a rolling agreement that can be updated or cancelled if needed? Perhaps replace the whole section with something simpler like:

For what period is this agreement valid?

This charter, once signed, will last indefinitely. Once the charter has been in place for a year any changes to the charter can be proposed by either party if necessary, a new signed charter will be fixed for another full year. Any party wishing to exit from the charter, should give the other party six months notice, if a new charter cannot be agreed and signed within this time then the charter will terminate. Notice to terminate the charter cannot be given within one year of signing any updated charter.

This way you always have a six month grace period. But the period only kicks in if one side actually wants to leave, rather than it always being a ticking time-bomb

Line 38

“4.1.7 Whenever technically feasible (such as when allowed by a grant funder), GOSH would like 1% of funds received and fiscally sponsored/administered by OSHF to be put aside into a “GOSH discretionary fund”. The GOSH Community Council, or the GOSH community via a dedicated decision making process, could then draw from these funds on their own accord as long as it does not contravene existing OSHF rules and procedures.”

This again hast too many caveats. I think agreeing that you would “like” to do something is a bit arbitrary. I think you agree to actually do it in specific circumstances. Perhaps:

*“4.1.7 GOSH will create a discretionary fund administered by OSHF. For any funding GOSH receives that is administered/fiscally sponsored by OSHF, 1% of this will be transferred to the discretionary fund if this is allowed by the grant funder. Any spending from the GOSH discretionary fund cannot contravene existing OSHF rules and procedures”

Line 44

“GOSH would like continuing supporting through OSHF hiring a Community Coordinator, and paying hard expenses for that person’s time and effort.”
This sentence is pretty tortured, and unclear.

2 Likes
10

Regarding lines 36 and 37, which talk about notice to be given before money is applied for, I’d like to better understand the operational issues involved. I guess it’s not as straightforward as “here’s the bank account, send money there”. Perhaps an invoice needs to be generated but that doesn’t seem onerous.

My reading of those lines is that OSHF needs to be notified (that fiscal sponsorship is desired) before a grant is applied for, even though the success rate may be very low. It might also take some months before the results of the application are known; do these months count towards the notification period? Might this not lead to very many pending requests in the pipeline?

I’m also confused by the “mutually expect” wording, since GOSH could ask for fiscal sponsorship from OSHF, but the reverse doesn’t happen.

2 Likes
11

I would assume it is due to the legal restrictions on a US 501(c)(3) non-profit. It would be awkward people applied expecting OSHF to be a sponsor and they were not able to be. As with everything where money and legal responsibility is concerned, it makes sense to le people know in advance.

5 Likes
12

I like Julian’s feedback, all seems good for me :slight_smile:

1 Like
13

I’d also second Julian’s comments on agreement vs. charter and to add to it. To me a charter is the granting of rights/responsibilities from a superior body to a subordinate one. I assume the document is not intended to be legally binding, so it doesn’t really matter what we call it.

I prefer prose to be to the point, without redundancy.

Line 15, “For what period…” Line 16 says both parties MUST review the document after 1 year. What if they don’t? To avoid having to account for that possibility, why not just say it’s valid until both parties agree it must be changed.

Line 25, “OSHF … fiscal sponsor… case by case” Seems to me this isn’t saying anything one way or the other. I mean, isn’t it always true that if 2 parties are in agreement, then their proposal can proceed, for any 2 parties and for any proposal?

Backing up a bit, if there isn’t much to say about rights and responsibilities – if things are left to mutual agreement – then perhaps the document should be about (or mainly about) operations. To that end, I would still like to better understand the lead time issue. For instance, what is the process like and where are the bottlenecks?

1 Like
14

Hello @everyone, @julianstirling, @Harold, and @hikinghack! Many thanks for your input. :hearts: I really appreciate the diffs @julianstirling suggested, some of which I’ve applied to the draft!

My general responses are:

  1. I’ve been trying to aggregate all the feedback so far, from this thread and elsewhere, while being explicit rather than implicit. That’s where much of the detail and caveats come in. In my experience, things that we’d say “well doesn’t that simply mean x” about might not look that way a year from now. I’m trying to avoid our future selves asking: “What did we mean when we wrote this sentence?” But maybe I’m really overthinking this!
  2. Looks like the biggest sticking point so far is whether we build in an expiration date into the charter. For now I’ve proposed a compromise (see below). My view is that we are slightly more competent and less corrupt than the US government, and can handle an expiration date. Is this something people feel very strongly about???
  3. I think the great points/questions you’ve raised - plus some I’ve added in []s - might be worth a response from OSHF directly. What about rather than iterating on this more right now, we get some initial feedback from OSHF, too?

My specific responses:

@julianstirling: The title is “charter” but the charter calls itself and “agreement”. I’d pick on term or the other.

Well-taken. I’ve made it “charter” for now.

@Harold: To me a charter is the granting of rights/responsibilities from a superior body to a subordinate one. I assume the document is not intended to be legally binding, so it doesn’t really matter what we call it.

To be safe, I’ve added “separate and equal” on line 15. TODO: I can ask if the OSHF has a preference/if they’re required to call it by a certain name.

@julianstirling: I would put these notes elsewhere, not in the charter

Interesting point! TBH I don’t have a good feel for how detailed and conditioned the terms of the charter should be. For now I’ve moved some things into an “Operational guidance” section. I’m genuinely undecided what structure and level of detail would be easiest for a GOSH Community Council or OSHF board to look at a year from now… I kind of think of this as a UI/UX usability issue for our future selves!

@julianstirling: More generally I personally am not a fan of expiry date and grace periods

@Harold: Line 15, “For what period…” Line 16 says both parties MUST review the document after 1 year. What if they don’t? To avoid having to account for that possibility, why not just say it’s valid until both parties agree it must be changed.

What I’ve tried to do as of right now is for GOSH and OSHF to agree to revisit this agreement in one year, to check in. And if everyone’s still OK with it, then we explicitly agree on that, with no set termination date afterwards. IMHO this is a practical compromise between no expiration at all vs having to re-agree to everything regularly. The benefit of this arrangement is that we can feel safe that we don’t have to do a perfect job today because we will explicitly revisit this matter at least once, one year from now. And if we don’t specifically agree to revisit this, then it might be easy for us to forget to do so?

@julianstirling: This way you always have a six month grace period. But the period only kicks in if one side actually wants to leave, rather than it always being a ticking time-bomb.

Yeah, I like it. It’d be my second choice after the above. :sweat_smile: Perhaps this is another thing we can get feedback from the OSHF about. Maybe they will have something we haven’t thought of?

@Harold: “OSHF … fiscal sponsor… case by case” Seems to me this isn’t saying anything one way or the other.

Thanks for raising this. What I was trying to do is to make it clear that the fiscal sponsorship is NOT an ongoing, blanket sponsorship for everything. Instead, we should discuss and reach agreement each time GOSH has something we want the OSHF to fiscally sponsor.

@Harold: To that end, I would still like to better understand the lead time issue. For instance, what is the process like and where are the bottlenecks?

I think it’s like what @julianstirling said. The OSHF might need time internally to decide if they’re happy with a particular fiscal sponsorship request, and check with their accounting people/person if they have the admin capacity to take it on. Exactly how much time that needs may require an answer from OSHF.

Anyways… In my view, how we refine this charter/agreement might depend on some input from OSHF.

How do you feel about sharing this version with OSHF? :thinking:

15

Hate to keep on this, but it seems to me the whole point of having OSHF cleave off* from GOSH was to provide fiscal sponsorship. There will be operational issues of course, but the wording makes it sound like OSHF may, at its discretion, refuse to provide fiscal sponsorship (3.1.1, “…case by case…”, 3.1.6, “…may…make…exception…”). Of course there may arise a situation where OSHF cannot legally provide sponsorship, but it is not clearly stated, and it is not clearly stated if this is the ONLY case where OSHF may decline sponsorship.

Anyway, so far the only obligation GOSH has towards OSHF is that it must review the charter after 1 year. Otherwise, all the obligations are from OSHF towards GOSH. Is there nothing else that GOSH/council is obliged to do?

I’d also like to clarify if GOSH/council may refuse OSHF’s offer of a community manager, or to object to the choice of community manager, or to modify the responsibilities of community manager. We’re all thrilled to have Bri of course, I’m asking to tie up a loose end. By default, who pays the piper calls the tune; if this is the intent then let us make it explicit.

*The alternative narrative that could be spun is that OSHF is and has always been independent, and has decided to “adopt” GOSH and has voluntarily and unilaterally decided to provide fiscal sponsorship.

2 Likes
16

I like it, thank you @Harold! I’ll add that point about the Community Manager.

Are there any other obligations or situations you can think of? Anything else that the GOSH/council is obliged to do?

1 Like
17

Hi!!
How is the status of the agreement? Can I still comment?

Thank you!! Lara

1 Like
18

Hi @Laraja! Thank you for asking, YES feedback is gratefully accepted. :bowing_woman:

Also, I just received some feedback from OSHF. The main points from them are:

  1. Suggest annual (yearly) update and renewal of this agreement instead of an indefinite term.
  2. The lower percentage overhead fee is hard to fix statically and would depend on project. Suggest saying that it will be on a “cost recovery basis or similar”.
  3. The period for how much lead time to notify the other party of a fiscal sponsorship request may vary from 4 weeks to 2-3 months depending on complexity. So we might not be able to specify an exact time in the text.
  4. The role description for the GOSH Community Coordinator doesn’t need to be in the text of this agreement. We can refer to where it is already written, and each time we hire a new Community Coordinator we will need to discuss the details anyway.
  5. Suggest that the “Operational Guidance” section with all the details and caveats should be combined with the relevant sections above to ease reading. @julianstirling let us know if you have a strong opinion on this!
  6. For the point on providing a “financial administrative report”, the current level of detail creates a large administrative burden and will push up the OSHF overhead costs.
  7. Having the “discretionary fund” as currently described in the text is doable.
  8. But the separate “infrastructure fund” as currently described is not sustainable for OSHF.

OSHF suggested some other minor word-level tweaks and more minor comments. If needed I can try to provide a more detailed report on that, too.

Thank you for your patience as I try to coordinate feedback from lots of different people! :sweat_smile:

2 Likes
19

UPDATE for 7 December 2023

I’m writing to update you that I had a meeting with the OSHF about this draft, and have learned that some of the provisions are not legally doable for them as a registered non-profit entity in the US.

The other OSHF board members are now going over the document, then ask for a legal review by the OSHF lawyer. To keep things manageable, I created a new copy of this document for them to do this with.

Once all of that is done, the OSHF will share an updated draft back to the GOSH Community Council, most likely in mid-January 2024. I’ve asked the OSHF to explain some of the reasoning behind their proposed changes.

Thank you for your understanding and patience as I try to manage input from the GOSH Community Council, the OSHF, and the wider GOSH community! :hearts:

2 Likes