There were a lot of opinions about whether a “gemeinnütziger e.V.” is a good organisational structure for the legal entity behind openHAB, so that I would like to split the discussion into its separate topic here.
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Let’s sum up the pro’s and con’s for an e.v.
Pro:
- legal entity on its own => no liability issue for the president and the founders
- could be transformed or be from start a charity organization
- makes it easy for people to get "in"and "out"of the organization
-makes it easy to collect money(donations, etc.) - only small costs for setting it up (vs. LTD., GmbH,…)
Con:
-maybe: for people from outside Germany it’s hard to become a member(not sure about this)
- lots of paperwork for the “Satzung”
Anything else?
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This is not completely right, see e.g. Haftung Vereinsvorstand - Rechtsanwalt für Vereinsrecht & Verbandsrecht.
This should be no problem. The only downside for them would be that donations cannot be easily tax-deducted.
Hi,
actually its much easier than founding a GmbH. In practice, you just learn from existing “Satzungen” (such as this one, disclaimer: I’m one of the co-authors).
The main “con” point from my perspective is that you need to ensure that members have a role in the organization. Often, as you grow the “Verein”, you have lots of members but only a few “core” members actually showing up to your yearly meeting. This can affect your ability to have “Mitgliederbeschlüsse” (member consensus), basically granting the “Vorstand” the right to spend money, do things, whatever.
There are a number of subtle things to consider, but again: it is easy to learn from existing e.V.s.
Another pro point to consider is that running the e.V. (as long as it remains small) is rather cheap and easy compared to a GmbH or similar structure.
HTH,
-Mathias
what about https://en.wikipedia.org/wiki/Societas_cooperativa_Europaea ?
Example: https://archive.c3s.cc/aktuell/legal/C3S_SCE_de.pdf
I have never ever heard about that before - sounds interesting, I will read up a bit on it. Thanks!
You’re right. Sorry for not seeing this.
That leads to the question what liabilities do you expect that would differ from the current setup with the “UG”? (e.g. at the moment you’re also responsible for doing the tax formalities, is the same for the e.V.)
And can’t they be excluded by other regulations?
Thanks Mathias for providing the link to the CCC. I see lots of good thinks to “copy” 
I think the issue with the “Mitgliederbeschlüsse” can be solved by defining that every regular meeting has the ability to do a decision. And not relying on any percentage of members that have to be present.
Second I would give the members the ability to be “virtually” part of the meetings. As this community is really international having people on-site for a meeting would nearly be impossible.
At CCC have you been considering this?
By defining a “Versammlungsordnung” (meeting guidelines) you can enable people joining the meetings virtually and even doing a valid vote. Shouldn’t even be a technical problem nowadays
My perception is that this is a kind of an european GmbH, not able to be a charity organisation and always taxable. And it needs 30k EUR for setting it up. Not sure what the budget for the new organization would be.
I would still go for an “e.V.” (but that’s only my suggestion 
)
Hi,
This would be one way to do it, albeit a dangerous one in my opinion. This would allow a minority to grant legal rights to the “Vorstand” which is probably not wise. The “Mitgliederversammlung” (member meeting) is the highest institution. I would like to have a strong member meeting that discusses directions and policies and then grants the “Vorstand” the power to execute this.
You have lots of possibilities to tweak this. For example, you could permanently grant the “Vorstand” some financial elbowroom (lets say 1000 Euro) that can be spend at its discretion without consulting the member meeting (within the scope of the goals of the e.V.). BUT: I would like to have a sound balance between flexibility (i.e. the “Vorstand” acting in the best interest of OpenHAB) and control (the policy of what is in the best interest of OpenHAB). This needs constant re-evaluation and should be the central function of the member meeting.
I think it is quite possible to have online membership meetings in some suitable form. But I don’t know whether this is desirable: In the CCC chapters I know, we focus on not having decisions made online. The reason for this is simply that offline discussions are more thoughtful, and it is not that easy to end up with trolls and heated discussions. On the contrary, we often combine our member meetings with conferences or hackdays - which is a good way to get to know each other.
The scalability of the membership base is hard to solve this way - beyond a certain point it is just not feasible for most of your members to join the membership meeting. In other instances we solved this problem by having two different member levels:
- The sustaining members (“Fördermitglieder”) that support the e.V. financially, but cannot vote on member meetings (but of course are welcome to attend)
- Full members provide financial support and are allowed to vote. These are the people that are more involved in the daily work of the e.V.
But these are just my thoughts. I think it is vital to have a consensus on how the organisation should “work”. e.V.s are quite flexible and can accommodate different models.
-Mathias
I think this is a very good idea. It is a bit like active and passive members in our community as well. I would assume that many people are just happy to support the organization without wanting to actively involve themselves and take part in decisions.
In general I would prefer a setup around the principle of meritocracy, because this is also how open source works. This is my main motivation for the charity idea - give people, who heavily involve themselves in the project a chance to be an official part of it with rights on decisions and public recognition. Not sure what this means for the bylaws of the e.V., but this is the direction I would like to see things moving.
i think e.V. is best to go. Most specialy as there is nearly no limit in growing --> ADAC for example is still a e.V. owning companys…
Still you need to have to meet once a year. But none the less. It reduces many problems. For example becoming member at KNX or getting specs, or having an adress to be contacted by.
You even can allow companys to become a member. For example DSAG e.V. / the german SAP user group. Is mostly a e.V. where companys are members.
So… just some thoughts here.
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sounds interesting indeed, but the section “capital” let’s me stop for a while:
The subscribed capital shall not be less than EUR 30 000. Shares issued for cash shall be paid for on the day of the subscription to not less than 25 % of their nominal value. The balance shall be paid within five years unless the statutes provide for a shorter period.
quite some money to collect and administer …
think big 
sorry I have to switch to German to give an answer, because of the word “Verein”, you know
Es ist natürlich immer eine Frage der Ziele, die man mit einer Vereinigung erreichen möchte.
Und hier möchte ich mir große Ziele für openHAB vorstellen. Nicht nur eine kleine Software von vielen im smart-home-Bereich, sondern auch freie Standards schaffen. Standards brauchen Reichweite und Europa sehe ich als wichtiges Organ zur Schaffung von Standards.
Genauso wie bei c3s wird man gegen einen großen Gegner kämpfen müssen und dies braucht eine breite Aufstellung.
Genauso wie bei c3s wird es Nutzer und Anbieter geben, die gemeinsame Ziele verfolgen wollen aber aus einer unterschiedlicher Motivation her.
Eine Genossenschaft sollte nur natürliche Personen als Mitgliedschaft haben, damit das Aufkaufen von einer juristischen Person sehr erschwert wird.
Die Aufteilung in zwei verschiedene Arten von Mitgliedschaften sehe ich auch als sinnvoll an.
Aber man kann natürlich mit einen Verein anfangen und der brauch auch nicht gemeinnützig sein. Aber das Vereinsleben ist nicht einfach. Also Obacht, eine gut formulierte Präambel schützt vor Missverständnissen.
Lets give google translator a try:
It’s always a question of the goals you want to achieve with a union.
And here I would like to imagine big goals for openhab. Not only create a small software of many in smart home field, but also free standards. Standards need reach Europe and I see as an important element for the creation of standards.
As with C3S you will have to fight against a great opponent and this needs a broad base.
As with C3S there will be users and providers who want to follow the common goals but her from a different motivation.
A cooperative should have only individuals as members, so the buying up of a legal person is very difficult.
The division into two different types of memberships I regard as sensible.
But of course you can do with a club and also need not be non-profit. But the club life is not easy. So care, a well formulated preamble protects against misunderstandings
My two cents:
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I’d propose to start with the “needs” (kind of requirements collection) and then define the proper organization. At the end it doesn’t matter what abreviation stands at the end (e.V., Ltd, AG, etc.) - the matching with the needs is the important thing.
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While I was thinking about different legal entities the organizational structure of Wikipedia was coming up to my mind. Wikipedia is collecting the knowledge of the world - openhab is integrating the technologies of the world. Seems to me more or less the same approach - why not checking whether a “Foundation” would fit for openhab.
As @proofy said: think big.
I don’t think that collecting the money will be a big deal. Let’s do some figure games:
- assume there were 30 users worldwide - everyone would have to spend 1000 EUR - too much, no way
- assume there were 300 users worldwide - 100 EUR each - not impossible, but a challenge
- assume there are 3000 users worldwide…where is the problem?
Do you have any statistics (quantity structure) how many active installations (=users) openhab has?
This is exactly my suggestion. A German “e.V.” is nothing else than a foundation, so my aim is to create an “openHAB Foundation (e.V.)” - and yes, the abbreviation at the end matters a lot from a legal perspective!
I’d like to mention the Eclipse Foundation with the Eclipse SmartHome project in this respect - we have already set the direction for a broader reach of openHAB by making it one solution out of many being based on Eclipse SmartHome and thus sharing the same “standard”. For the ones who did not follow these activities, please read my blog post from 2014: http://kaikreuzer.blogspot.de/2014/06/openhab-20-and-eclipse-smarthome.html
No! A “foundation” is in German a “Stiftung” which is for sure not a “Verein”. These are completely different legal entities.
I guess you didn’t get what I was saying: my proposal was to start thinking about “what needs or goals” the legal entity of openhab has to/should/might fulfill thus decide which one is the right one instead of discussing about various pro’s and con’s of German/European/international legal possiblities. As soon as a final list with the desired legal/commercal/administrative requirements is created one can start thinking about which “abbreviation” matters.
In that context I’d like to bring up the question “where” the “openhab empire” should be founded. I can imagine that there are some alternatives to Germany (e.g. in terms of data privacy, adminstrative flexibility, legal certainty, protection of intellectual properties).
Ok, you are right. The word foundation is correctly translated as Stiftung, while a Verein is rather an association. Nonetheless, this difference isn’t really made in English most of the time - foundations are usually NPO (Non-Profit Organisations) and often structured like a Verein; see e.g. the Linux Foundation, the Eclipse Foundation, etc. Another German example is e.g. http://okfn.de/ “Die Open Knowledge Foundation Deutschland ist ein gemeinnütziger Verein”.
Nonetheless you are right that a real “Stiftung” could also be considered. And there is also something in between, the “Stiftungsverein”.
I guess you didn’t get what I was saying
My apologies. So here is my personal list of requirements, but first start with the purpose of it all: Stealing from Wikipedia, I would define the purpose in short “to promote, protect and advance openHAB and collaborative development”.
Requirements for the legal organisation:
- non-profit
- legal entity on its own with limited liability for board members
- flexible active member/board structure, allowing meritocratic governance
- easy way to receive donations (tax-free or even tax-deducted)
- allow companies to support and promote, but not to take over control
Is there anything you could recommend to fulfill these over an e.V.?
In that context I’d like to bring up the question “where” the “openhab empire” should be founded
The question you ask is rather whether it should move - because currently, it clearly is in Germany with the biggest percentage of the user base, most events taking place in Germany etc. Next would be the U.S., but we would imho need some strong argument to move there. But I am of course all ears for good arguments!
Not only is it important to set the technical standards, but also the political and because making a European organization simply more ago for decision makers in the European institutions.
Interesting article about smart homes in the Manager Magazine (unfortunately only in German available):
There I can read a lot of requirements for smart home solutions and openhab’s answer would always be “yes, I can” 
Obviously openhab is on the right track. Well done guys, you had a good vision and I’m happy to be here.
Back to the topic of that thread: in terms of sponsoring the mentioned “Bundesverband deutscher Wohnungs- und Immobilienunternehmen” might be very interested in openhab. Instead of founding an own legal entity it might also be an idea to “merge” with an existing institution.
I would add:
- international acceptance (legal entity is understandable/transparent for non-German Users/Supporters/Sponsors)
- easy to manage (in terms of controlling rules, tax laws, general management)
- easy management of memberships
Question of understanding:
How should meritocratic governance work? To be not misunderstood: I really like the idea of meritocracy but I have no clue how this can work? Who would you elect? The develops with the most code committ? The one with the most forum entries? As I said - have no clue how this can work.