- Overview of the foundation
- Purpose and scope
- Location of incorporation
- Governance structure of the foundation
- Why will the Rust Foundation be a 501(c)(6)?
- How will the foundation structure its board, bylaws and operations?
- Will all the documents, rules and bylaws be available publicly and versioned?
- As an individual, can I donate money to the Rust Foundation?
- As an individual, can I become a member of the foundation?
- As an individual, can I volunteer for the Rust Foundation? ✨ New answer! ✨
- Will Rust maintainers have a voice in the foundation?
- Will the foundation share insights into its finances?
- Will the board members and officers be compensated?
- Will there be rules in places to prevent financial abuse?
- What prevents organizational capture of the foundation?
- Will the foundation revisit the trademark policy?
- Relationships of the foundation
- What's the relationship between the foundation and the project?
- What's the relationship between the foundation, the infrastructure and crates.io?
- What's the relationship between the Rust Foundation and other foundations?
- How will the Rust foundation participate in Rust conferences?
- Will the foundation share its experience with others?
🤔 Q: What's the name of the foundation?
💁 A: The name of the foundation will be "Rust Foundation"!
🤔 Q: Why an independent foundation?
💁 A: After spending a significant amount of time researching potential umbrella organizations, we decided that our best option was to incorporate an independent entity. Rust is a technology and community that is value driven and we simply didn’t find an organization that we felt was aligned with our community goals. This does mean more work for us, especially upfront, but we think the tradeoff is worth it.
🤔 Q: Who will the sponsors of the foundation be?
💁 A: We’re not able to answer this question yet. There will be a public announcement sometime in January.
🤔 Q: What is the purpose of the Rust foundation?
💁 A: The Rust foundation’s purpose is to enable Rust maintainers to do their best work happily. The Rust core team believes that the best Rust will be made by happy maintainers, and focusing the Foundation’s efforts on maintainers will provide for a better Rust for all.
The Foundation’s structure includes active project members on the board who will guide the Foundation’s efforts to best serve the needs of the Rust project.
🤔 Q: What is the initial scope of the foundation?
💁 A: The central goal of the Foundation is to enable Rust contributors, especially those that are volunteering and not supported by their employer. To that end, the Foundation will offer training, software, and structural support for contributors to the Rust project. Contributors are engaged in all kinds of activities, ranging from writing software code to moderating forums to translation, and each needs a distinct form of support. We expect that the Foundation will be able to start providing support for the activities within the first year. A few examples of ways the Foundation could support contributors:
- Access to a lawyer if a team needs legal advice, such as on how to handle DMCAs for the crates.io team, or resolving licensing questions from the compiler team
- Paying for tools and services a team needs, like a video calls platform for a team that wants to run sync meetings or a helpdesk tool for [email protected].
- Supporting efforts to grow and diversify Rust’s leadership, such as Increasing Rust’s Reach
- Running the annual survey to provide insights to the teams on what the wider community wants to see from the project.
To be clear, those are just examples that the future board of directors will need to decide whether to approve or not, and it’s definitely not an exhaustive list. The role of the foundation is to serve the project, not the other way around: Rust contributors should see the Rust Foundation as a helpful resource to empower their work. If a team needs something they’ll be encouraged to reach out to the foundation to solve their needs.
In terms of assets, the Foundation will own and steward the trademarks. It will also own crates.io and the project’s infrastructure, but the operations and decision-making for those will continue to be in the hands of the current teams.
🤔 Q: Will the foundation hire every Rust contributor?
💁 A: No, but it may hire for a few specialized roles, such as infrastructure and on-call work. However, we do plan to incentivize and encourage companies to hire people to work on Rust (not just in Rust).
One of the primary goals for the Foundation is to help folks get paid for their work on Rust. We think that’s critical for the long-term sustainability of the project and a core part of our mission. However, we don’t think the right way to do it is to have the Foundation hire a bunch of people directly.
Why not hire folks? For one thing, we don’t think a Foundation would be able to pay them what they’re worth or support them in the way they should be supported. We would have to hire human resourcing people, managers, figure out peoples’ design goals and career path, and do all the other things that a good employer does, and that is not practical.
So, if we’re not hiring people, what are we doing instead? Our plan is to provide incentives that encourage companies to hire Rust developers. One way we are doing this is by providing discounts on the membership fees for every existing team member employed by a sponsor to work full time on the project. We also plan to create a place for team members to note they’re available to be hired to work on the project. (If you have other ideas for how we can incentivize companies to give people paid time to work on Rust, we’d love to hear them!)
Part of the strength of open source is that it is a great way to enable people from many companies, with many needs, to actively collaborate. If you have everyone working in one company (even a Foundation), you will do a good job solving that company’s problems, but you may totally overlook other kinds of problems. Bringing in that pluralist set of viewpoints is precisely what Rust is all about.
🤔 Q: Who will have control over the Rust trademark?
💁 A: Mozilla is the current owner of the Rust trademarks and they have committed to transferring it to the Foundation at its incorporation.
🤔 Q: Is supporting events like the Rust All-Hands in scope for the foundation?
💁 A: Yes! Events targeted at maintainers are definitely in scope, and we’d love to go beyond just a yearly All-Hands. One example from the past is impl days, and we’d enjoy running it again.
🤔 Q: Where are we incorporating?
💁 A: The Rust Foundation will be incorporated as a US 501(c)(6) organization in the state of Delaware. We explored a number of alternatives, including Canada, Switzerland, Belgium, and the EU, but ultimately decided that the US would be our best choice.
The Rust project has contributors and users from all over the world, and one of the pillars of our work has been to ensure Rust keeps being a global project. We consulted leaders of other foundations and our own lawyers, and the conclusion we reached is that no matter where the foundation is located in the world there will always be a subset of people who might have trouble interacting with the Foundation.
There is no location that we can incorporate in that would effortlessly make us global by default. We will constantly make sure it represents and includes people from all over the world, not just the US: ensuring a foundation is global is not something we can do at the start and then forget about it, it’s a continuous effort.
🤔 Q: Why are we incorporating in the US?
💁 A: We had some questions over the years that asked whether a potential Rust foundation will be outside of the US. For that reason, we spent time researching alternative locations. We came to the conclusion that the US was the best choice given our constraints. While there are good reasons to pick other locations, the potential benefit of those locations did not outweigh the costs.
Our goal for the foundation is to make the incorporation location matter as little as possible for accessing its services and being represented by it. Participation in the project is currently accessible -- and the IP policy for the project is set by a US corporation today too. There are no concrete blockers to contributions to the project due to the Foundation’s location.
Based on our research, in most cases the problems caused by an organization being in a specific country are operational; there are no insurmountable barriers put forth by legal restrictions. We are committed to investing the time into building operational practices that ensure global participation is not only possible but prioritized.
🤔 Q: Will the foundation being based in the US prevent contributing to Rust?
💁 A: There are no current or anticipated impedances to contribution to the Rust project for any set of entities. Rust’s original steward, Mozilla, was also incorporated in the U.S., so the transfer of intellectual property and trademark to a 501(c)(6) in the U.S. doesn’t materially change anything. The lack of impedance to global contribution is derived from the completely open and public development and design of the Rust project, but to get more in depth on this would veer dangerously close to legal analysis, which we want to avoid because we are not lawyers. While not definitive, and not necessarily representative of the Foundation’s perspective, this post by GitHub is a good introduction to the topic for folks that are interested.
🤔 Q: Will the foundation only hire in the US?
💁 A: The foundation will hire globally, not only in the US. As part of choosing the location, we prioritized research into the options for how to manage this effectively. One common strategy is to use a Global Professional Employment Organization (PEO), which is an intermediary company that specializes in managing employees and employment laws around the globe. Ultimately, of course, the foundation is responsible for deciding on these sorts of operational details.
🤔 Q: Will there only be one Rust foundation long term?
💁 A: There is certainly nothing preventing a future where there are a plurality of Rust Foundations, though, at least for the moment I, personally, see more cost than benefit. It is worth considering the challenges it could bring to fundraising were there to be more than one place to donate; We think it'd be unfortunate to have multiple Foundations competing with each other for funding. Additionally, every new individual foundation would have operational overhead, which would divert money from Foundation causes. Then there is the potential overhead of having to coordinate efforts across multiple Foundations, or, if we were to fail to coordinate, the overhead of managing the lack of consensus . In my head it’s a classic distributed systems vs monolith tradeoff. We don’t know what the future will hold, but we can say that the Core Team definitely discussed this possibility, and we agreed that if it were to be something folks decided was the right call, it would need to be done thoughtfully, and likely be several years in the future.
🤔 Q: Why will the Rust Foundation be a 501(c)(6)?
Practically speaking, the distinction between 501(c)(3) and 501(c)(6) matters the most when it comes to US-specific paperwork filed with the IRS. Creating a 501(c)(6) is much faster (it doesn’t require nearly as much authorization from the IRS) and it gives us more flexibility. It does mean that donations from US individuals are not necessarily tax deductible, but this only matters to a small audience (US taxpayers who do itemized returns and for whom the donation does not qualify as a business expense). For companies in the US, donations are deductible either way.
The more interesting question is the story around constituencies and priorities.
A 501(c)(3), also called a Public Charity, is a group of people with an “exclusively charitable interest”. The definition of this is where a lot of the difficulty with the IRS comes in, as it’s up for interpretation and that interpretation is driven by previous cases and outcomes. You can read more about these here. While it would be completely possible to make the case for a 501(c)(3) - making the case, and continuing to make the case would be a lot of effort for what we determined was very little benefit.
A 501(c)(6), also called a Trade Association, is an association of people with a common interest. Historically, most open source software foundations have defined that interest as the successful adoption of the technology, often with an implicit assumption that that adoption be by for-profit corporate entities.
In the case of Rust, we are taking a different approach. While the above definition is common, it is by no means legally required by the 501(c)(6) designation. What is legally required is that the association's “activities must be devoted to improving business conditions of one or more lines of business”. The public policy idea here is that society benefits from industry practitioners gathering to improve their craft.
The practitioners here are the users and maintainers of Rust, and the craft is using Rust. The interesting part is deciding what “improving business conditions” means. In our case, we are very explicitly defining our common interest as the health, vibrancy, and sustainability of the Rust open source organization as being the most direct way to improve the craft of using Rust. We think we are in a moment where folks are questioning the economic and organizational models around open source and are looking for a change and we’ve had enthusiastic reception from potential sponsors!
🤔 Q: How will the foundation structure its board, bylaws and operations?
💁 A: We’re still finalizing all the details around the foundation, and we plan to have the legal documents approved by the end of the year. Once that happens we’ll announce everything around how the foundation works.
Still, there are a few things we can say now:
- The board will have representatives from both sponsor companies and project directors.
- The project directors will be drawn from active Rust team members.
- In true Rust spirit, we are structuring things so as to encourage active collaboration between the sponsor representatives and the project directors. For example, the draft by-laws require that all motions be approved with both a majority of project directors and a majority of sponsor representatives.
Something else that’s very important to us: we want the workings of the Foundation to be accessible to everyone. To that end, we are planning to release not only the “legal bylaws” but also “human readable” versions (translated into multiple languages), as well as “guidebook”-like materials to help folks understand what it means to be a part of the foundation.
🤔 Q: Will all the documents, rules and bylaws be available publicly and versioned?
💁 A: Transparency is a core value of the Foundation, and we do intend to make our documents available and accessible. We’re not sure that we’ll be able to provide diffs, but we’d like to do this. We’ll need to see if it is feasible! We are planning on publishing human-readable versions, including translations, and those should be much shorter and easier to compare.
🤔 Q: As an individual, can I donate money to the Rust Foundation?
💁 A: Not yet but perhaps in the future. To start, we explicitly prioritized getting donations from companies over individuals. We believe that individuals -- especially those currently contributing to the Rust project -- already give so much to the project. While we have a number of corporate sponsors for Rust's infrastructure already, we have not been able to sponsor the Rust project’s broader needs in a directed manner quite yet. We want companies to take responsibility for giving back to the Rust community and project for the value that volunteers bring; their sponsoring the Rust Foundation is one key way for them to do so. The question on hiring contributors also talks about some of the other ways we’re encouraging investment in the Rust project from our corporate sponsors.
🤔 Q: As an individual, can I become a member of the foundation?
💁 A: We have talked about expanding the set of members to cover Rust team members and maintainers, but we don’t have current plans to extend the membership to cover individual Rust users. That seems like a really nice thing to do, but it’s quite difficult to get right, and so we have opted to let the foundation decide if/when to pursue it.
🤔 Q: As an individual, can I volunteer for the Rust Foundation?
💁 A: We should make it easy for people to figure out how to help. We feel that the best way to do this would be to avoid creating “foundation volunteers” vs “project volunteers”, and instead to just have the concept of “Rust volunteers”.
It may be helpful to consider an example. In an earlier question, we mentioned our plan to produce human readable by-laws and translate them into multiple languages. Instead of having the foundation solicit its own set of translators, we contacted the Rust Community team who agreed to organize and staff this effort. (Big shoutout in advance to all the people who will help with this, along with the people who do translation for Rust in general: you all are the best!)
🤔 Q: Will Rust maintainers have a voice in the foundation?
💁 A: Yes, absolutely Rust maintainers have a voice. The Foundation board will have a number of seats that are occupied by Rust team members and who are tasked with representing the project. Moreover, the current draft of the by-laws ensures that all decisions will require support from those directors and the directors appointed by the sponsors.
One note: in a legal sense, the draft by-laws of the Foundation provide for both “corporate” and “individual” membership. As a temporary measure, this “individual membership” is defined as being equal to the core team. It is the core team’s intent to expand that set to cover the Rust teams more generally. Figuring out the right shape for such a process will require both time and broader consultation with the community as well as approval from the Foundation’s board, however, so we decided to defer that until after the Foundation is up and going.
🤔 Q: Will the foundation share insights into its finances?
💁 A: Yes, the Foundation definitely intends to make financial transparency a high priority. You can expect regular reports that discuss what the foundation has done and financial details.
🤔 Q: Will the board members and officers be compensated?
💁 A: We expect the Foundation to hire for a full-time paid leadership position, appointed by the board. The foundation will likely have other paid staff, that handle things like legal, accounting, and managing Rust’s infrastructure. We do not expect that board members will be compensated initially, but we did leave room for the board to authorize a stipend for volunteers that would not otherwise be able to make the time commitment.
🤔 Q: Will there be rules in places to prevent financial abuse?
💁 A: When it comes to preventing financial abuse, long term operation of the foundation requires ‘defense in depth’. For general transparency we expect to be publishing regular reports with financial details. At the whole-board level (consisting of both project members and sponsor representatives), financial oversight is one of their responsibilities. Finally, an important piece of context is the concept of individual fiduciary duty: directors are always expected and legally bound to work in the best financial interests of the foundation.
🤔 Q: What prevents organizational capture of the foundation?
💁 A: We have endeavored to construct the Foundation such that there are a plurality of voices on the board and those voices have power.
Unlike many software foundation boards, the project itself will appoint a significant number of directors to the board to sit alongside the corporate directors, as we mentioned in the answer to “Will Rust maintainers have a voice in the foundation?”.
Additionally, the board is structured in a way that has limits on the power that any one particular entity can have. While the bylaws are still in draft, they contain several rules to prevent organizational capture, for example:
- Limits to the number of directors that can be employed by a single entity
- Limits to the number of votes an entity has, if it there are multiple legal subsidiaries represented on the board
- Quorum and voting decisions requiring majorities from both project directors and corporate directors
🤔 Q: Will the foundation revisit the trademark policy?
💁 A: The foundation will be reviewing the trademark policy, but it will ultimately be up to the board to decide the terms that are selected.
🤔 Q: What's the relationship between the foundation and the project?
💁 A: The Foundation is set up to support and complement the existing Rust teams. It doesn’t have a role in accepting RFCs, for example, nor does it control the membership of the Rust teams. A good mental model is to think of the Foundation as a resource that teams can use to address their needs. See this question for some examples of the kinds of things we have in mind. The project also has strong representation on the foundation board. You can read more about that here. We expect to be posting more on this topic, perhaps in a blog post or other document, but hopefully this gives you a good sense for the plan.
🤔 Q: What's the relationship between the foundation, the infrastructure and crates.io?
💁 A: All the project infrastructure will be legally owned by the Rust Foundation, including the crates.io package registry. The foundation will pay for the infrastructure, but the infrastructure will be directed by the Rust teams.
🤔 Q: What's the relationship between the Rust Foundation and other foundations?
💁 A: No plans at the moment! This will be for the Foundation itself to decide, but we’re excited for the possibility to have organizational relationships in the future!
🤔 Q: How will the Rust foundation participate in Rust conferences?
💁 A: An amazing thing about the Rust Project is that we have developed many of the functionalities that you might expect in a Foundation on the Project side of things. Rust has a community team that has been stewarding the development of a strong network of community organisers, running conferences and spreading organisational experience.
Developing this independent federation of community events is incredibly valuable. Were this not to exist, we could imagine needing a Foundation that would invest more heavily, but as it were- the Rust community has been doing a fantastic job of this.
We do expect that supporting the community team in stewarding this work would be in scope for the foundation. We are reminded of a skillshare between event organizers that they ran at the Rust Impl Days in Paris in 2018 - a “teach the teachers” workshop. Ensuring that the Rust Community team can continue to be fantastic leaders is directly aligned with the Foundation’s goal of supporting maintainers.
🤔 Q: Will the foundation share its experience with others?
💁 A: As we worked to design the Foundation we spoke with many officers, directors, and lawyers from other software Foundations. Learning from others is a cornerstone of the Rust Project, and the Foundation effort is no different. Once fully established, we expect the Foundation to eagerly share experiences with others and continue to learn from others’ experiences in turn.