"There might be a need to prohibit commercial entities from participating with nonprofits on development ventures."
The only development the foundation - as opposed to our community - would undertake would be development it pays market value for. We don't envision the foundation have developers on staff, etc.
"Has creating a cooperative been considered?"
No, we've only been discussing a charitable corporation.
"How transparent will the foundation be?"
It will be our foundation, so the question is, "how transparent do we want the foundation to be?".
Very transparent is my belief. Debates about transparency will probably center around bylaws designed to make it difficult for the board or for hostile entities to hijack it. As I'm sure you know, there are plenty of real-world cases of foundations being hijacked and then used for purposes contrary to the founder's intent. I am aware personally of one non-profit that was hijacked by its board and the founder fired and kicked out of the organization. He deserved it, IMO, but still, we probably want to make it difficult to hijack our foundation.
Unfortunately safeguards against hijacking are somewhat like security safeguards on a computer network - tend to work against openess and transparency and convenience.
"How will accountability be managed?"
Again, it's our foundation, our bylaws, and up for us as a community to decide.
"Has there been any legal consultation?"
Yes. The dotLRN consortium members to be, if you will, are kindly paying their lawyer to help us with our effort.
Which brings me to a partial answer to Jade's question about overhead ... we can make our foundation a non-membership organization from the legal standpoint yet define an election process for the board which, in effect, sets up criteria for participation which is in practice a membership criteria. An example would be alumni organizations with elected leadership, these are typically not formal membership organizations but only a defined set of people - "the alumni" - can vote.
This means we could skip the formal overhead associated with membership organizations, i.e. having a list of members that is posted in a place of business so many days before elections, having an annual meeting, etc etc. We can have freedom in how we set things up, much as we've had thus far with the OCT election process. We can do things like annual meetings if we want, just aren't required to do Annual Meetings by law.
The formalism that remains, then, involves the need for board meetings, to have certain officers, to file annual reports (don't need audited financials though, to be honest, if you don't have them you close yourself off from a bunch of grant possibilities), etc etc.
The plan is to try to gather consensus on what we'd like our charitable corporation to look like in terms of structure, elections, process, blah blah blah then turn the lawyer loose to draft bylaws and incorporation papers.
We're choosing Massachussets because the lawyer hired to do this work is in Boston and is working on the .LRN consortium stuff, too. MA's as good a place as any to have a bank account, we'll always have community people in MA. Oregon would be my second choice since we have active community members here.
As far as putting together an organization in the EU, doing a US 501(c)(3) doesn't preclude this. The lawyer says that in his experience it is easier for US non-profits to get EU grants than an EU non-profit to get US grants, and for some reason that doesn't surprise me a bit :)
