Draft. The licence on this site is a first cut. No lawyer has reviewed it, and nobody should rely on it yet. We're publishing early so it can be argued with.
Open Ownership

Open questions

What we haven't settled. We'd rather list these than paper over them. If you have a good answer to one, we'd like to hear it.

Design

  1. What goes in the trust deed's permanent core? Two clauses are settled: the asset never leaves the trust, and nobody gets private benefit. Three are candidates: the source is always available, the right to fork can never be removed, and only individual people vote. Once something is in the core it's there forever, so we're taking our time.
  2. The founding principles. About ten short, plain promises are intended. Two are settled; the rest are still being worked out.
  3. A flat price, or a share of local income? A flat global price is regressive between rich and poor countries. This is the open question we're least comfortable with.
  4. How the price vote is counted. The weighted median is the leading idea, not a final decision.
  5. How much a commercial licence costs relative to membership.
  6. What to call member organisations. "Mutual", "member organisation" and "co-operative" are all in use. We'll keep whichever one people actually use.
  7. Whether the member declaration and the share-alike declaration are the same thing or two different ones.
  8. What paying members get beyond ownership, if anything. Private namespaces are the leading idea.
  9. The name. There's an existing organisation called Open Ownership that works on company ownership transparency. We don't think the uses collide, but it needs checking.

Joins in the structure

  1. Where the rules for running a members' forum live. They can't come from the trust (that would be discretion) and can't be frozen in the deed (too rigid).
  2. The register of members. It's spread across the member organisations, but drawing trustees by lot needs a register everyone can trust. How the two fit together is real drafting work.
  3. The interim trustees, and the concrete trigger for moving to selection by lot.
  4. What happens before any member organisation exists. Under the licence, nobody owes anything. Is a default backstop needed?
  5. Joining another organisation after being expelled from one.
  6. How the trust acts against a bad member organisation in practice, without exercising judgement.

For lawyers

  1. Uniform pricing (blocking). Can the licensor set a single mandatory price that all member organisations must charge, without falling foul of resale price maintenance law? New Zealand first, then everywhere member organisations operate. Nothing goes live until this is answered.
  2. A private purpose trust. Workable in New Zealand, given the law's historical reluctance about purpose trusts without human beneficiaries?
  3. The sealed core, extension power and supremacy clause. Sound under the Trusts Act 2019?
  4. Dissolution. Can the licence's obligations simply end on dissolution, with tangible leftovers going to a category of recipient rather than a named one?
  5. Reconstitution. Is "legally unable to perform its functions for N months" objective enough as a trigger?
  6. Appointing trustees. Can the power be removed from people entirely, using a random draw?
  7. The copyleft. Can it reliably reach types, components and functions? Is triggering on private internal use enforceable?
  8. A condition on individuals. Is a use condition attached to each natural person enforceable as a copyright licence condition?
  9. Tax. How a non-charitable trust that generates a surplus is taxed.

For the ideas we've already considered and turned down, see how we got here.