Almost a year later to the day that I posted Towards a Raku Foundation I'm glad to announce there is now The Raku Foundation in its bootstrapping phase: https://raku.foundation.
The problem solving issue has been closed, and now the real work can begin.
I hope that this blog post shows the process that we've been through in starting the Raku Foundation. And that lessons can be learned from it for other Open Source communities wanting to follow a similar path.
Things take time
Many discussions were had about the Articles Of Association, and it took a long time to get to an agreement. And then finally when there was an agreement, it was time to find a notary willing to notarize the Articles of Association.
Creating the Articles of Association
The first hurdle was that the Articles Of Association were wrought in English. Dutch law doesn't allow any official papers to be in any other language than Dutch. So a translation would have to be made. Fortunately, yours truly is pretty versed in both languages, and Google Translate can help a lot with the initial work on a proper translation.
Finding board members
The second hurdle was finding board members. I wanted to make sure that the initial Executive Board members would have a (long) experience with the Raku Programming Language, and where geographically / culturally and age as diverse as possible. Apart from yours truly obviously, I was very glad to be able to find Patrick Böker (Germany, patrickb), Bruce Gray (USA, Util), Richard Hainsworth (UK, finanalyst) and Tadeusz Sośnierz (Poland, tadzik) willing to stick out their necks to become officially registered board members of the Raku Foundation. They all have many years of supporting what is now the Raku Programming Language under their belt!
Yes, I would have loved to see an even more diverse board. This is definitely a goal the Raku Foundation will pursue!
Finding a notary
The third hurdle was finding a notary. A notary willing to notarize the founding of a "stichting" (Dutch word for "foundation") of which 4 of the 5 prospective board members were not able to attend any official notarizing meeting in person. Cheap online notaries only offered standard services: our Articles of Association were definitely not standard.
Then it turns out that Dutch notaries are very busy and are effectively able to pick the kind of easy / profitable work they want. Of the 8 notaries I contacted, only 2 actually replied within a day: and they both declined. Chasing after the initial email contact by phone, I found Noto Notarissen in Maastricht willing to take on our request: first possible in person meeting was 3 weeks after that.
Plan meeting Reality
The fourth hurdle was Napoleon Bonaparte. Say what? Well, yeah, in a way. What I hadn't realized was that Dutch law (as most current European laws) was heavily influenced by the Code Civil. This contrary to the UK and USA, which is mostly based on common English law.
In short: Dutch law (influenced by the Code Civil) is very strict on what the Articles of Association should contain, to ensure the legality of operation of the foundation. Whereas English / American law is more like: anything goes, will figure out the legality of its operation if and when it is needed.
Which basicaly meant that we were trying to put a round peg into a square hole. So it was really like "Notary says no!".
The notary was willing to provide a version of the Articles of Association that they would find acceptable, based on the Articles of Association that we provided. This took another few weeks of back-and-forth in Dutch, which was followed up by discussions of the translation between the prospective board members in English. In the end an agreement was reached, which you can now read as the official Artcles of Association (Statuten - Dutch version).
Getting Notarization
Normally if a notary notarizes a deed, all the people affected by the deed are present in person. This was not really an option for us: it would be pretty expensive (both as an intrusion of personal life, as well as financially) to get all board members in one place at one time for a ceremony that would take half an hour max.
The alternative was that each prospective board member would need to find a local notary (acceptable by our notary) and have them create an affidavit of the willingness of the person to be a board member. This would mean a financial burden on the prospective board members, and a big hassle.
So the notary suggested to just start the foundation with yours truly as the only board member, and then register the other board members with the Chamber of Commerce (CoC) as you normally would when board members are added (or removed). This appeared as an acceptable alternative to the prospective board, as it would mean being able to actually start with the foundation sooner rather than later.
On April 30th the ceremony happened, where the notary basically read the Articles of Association back to me (which I had been working on for quite some time already) making sure I knew what I was getting into. And the CoC confirmed the notarization on May 1st.
Getting a bank account
My first step after that, was getting a bank account for the foundation. Since I have been a customer of the Rabobank for 30+ years, and was already accredited with them, it felt like a natural thing to open a bank account with them for the Foundation. Also because their app has been really offering a lot of choices and capabilities that have made my life easier with banking.
Alas, opening a bank account with Rabobank for a foundation with a single board member was a giant RED flag for them: they would only consider opening a bank account for a foundation that had more than one board member registered.
Getting board members registered
Since I already had procured all of the prospective board members personal info, and the CoC has a pretty nice interactive website, it looked like it would be a piece of cake getting the board members registered.
Well, it would have been if the board members had been Dutch citizens and/or living in the Netherlands.
But no worries, the website allows you to produce a PDF that I could email to the board members, to have them sign that, scan it, email back to me, and then bring to the CoC (they only really take real paperwork). You can just snail-mail them the stuff, but because I wanted to be sure all was in order, I wanted a person of the CoC have a look at it before it getting processed.
The CoC had some notes
It was a good thing I did: the initial version of the papers, was not acceptable.
Not a "wet" signature
A scan of a signature was not acceptable. This meant that board members had to snail-mail me the paper with their signature on it, which would mean additional delay.
Official current proof of address
The proof of address must be from an official source, in Dutch, English, French or German, and less than a month old. A bank statement didn't cut it. The Dutch CoC apparently assumes that the rest of the world is as well organized and registered as the Netherlands. Which isn't the case.
Germany proved to be easiest. The UK apparently doesn't have a governmental agency that keeps addresses: they do keep births and deaths, but not addresses. Fortunately, an election had just been in Wales, so it turned out that the invitation to vote was acceptable as a recent proof of address.
That means that Patrick and Richard are now officially registered.
For Bruce obtaining an acceptable proof of address was also difficult, but hopefully that's been sorted now (still being processed by CoC). For Tadeusz getting a non-Polish official proof of address was also not simple. But that paperwork is now underway to me (because that paper also has to be wet-signed by me before it gets processed).
The Rabobank had some notes
Apparently starting a not-for-profit foundation with non-Dutch board members attempting to get funding from all over the world, raises a number of flags. This means that the Rabobank is currently performing an official investigation into the board members and the Raku Foundation, to determine what we want to do is legit or not.
The Rabobank also wants to be sure that the foundation is indeed not-for-profit.
This means we still don't have a bank account yet :-(
Asserting not-for-profit status
There are basically two entities in the Netherlands that can confirm your foundation is indeed not-for-profit: ANBI (Algemeen Nut Beogende Instelling, aka Public Benefit Organization).
The ANBI status is basically the Dutch IRS (Belastingdienst) registering that you applied for not-for-profit status. It has some prerequisites that I think we can all meet, once all board members have been officially registered.
And CBF (Centraal Bureau Fondsenwerving, aka Central Bureau for Fundraising). This entity is much more strict: one of their prerequisites is to have a yearly overview of all finances of the foundation. As we don't actually have a bank account yet, and we only (barely) exist for 6 weeks, this cannot be achieved before 2027.
So it appears we have a chicken-and-egg situation. Fortunately, the CBF has sent me an official denial of getting not-for-profit status solely on the fact that we don't have any financial accounting yet.
Setting up a website
And then we needed a web-site. Steve Roe (the maker of the new raku.org website) was willing to set up a framework for that. The board has taken him up on this offer, and yours truly was able to build on that quite easily, for instance by adding the 2026 Policy Plan. And the most fun part: the whole website (from my point of view) is all just Raku code!
And the Raku Infra Team++ was able to quickly set up the website!
In the current geopolitical climate it felt inappropriate to store information pertaining to the foundation on a non-European site. Therefore we chose Codeberg as the place for our publicly available information.
Conclusion
We're live! Phew!
The coming weeks will see statements about interaction with current bodies (specifically TPRF (The Perl And Raku Foundation), and the RSC (Raku Steering Council).
We want to know about you! Historically, what is now the Raku Community has been a very loosley knit world-wide group of people interested in what now is the Raku Programming Language. We want to get a better view of the size of that community, and the needs of Raku Community members.
So please, make yourself known to us by entering your name and email address (and nick, if you will) on the Welcome page. This data will be handled according to the GDPR (an official statement by the Foundation on that will be added soon).
Hope to hear from you soon!
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