Identity Commons
Community License Corporation

Purpose

Provide an engine for the development of open source (AGPL/Apache) software that enables people to create a persistent and verifiable identity for themselves, and control the exposure of that identity and the information tied to it. (Oh, and if it works for people, it can work for things, too!)

Strategic Approach

• Create a for-profit, non-stock, membership corporation whose membership agreement establishes a binding contract regarding the extension and licensing of a pool of commonly owned code.
• Allow developers an opportunity to recover their costs of development.
• Create incentives to join and maintain a growing community of developers and a growing pool of software code from which to draw.
• Harmonize open-source (AGPL/Apache) and commercial interests over time.

Community License Agreement

When creating a derivative work of code that is registered in the software pool of the community license corporation (CLC), a developer must either immediately:

1. Contribute such derivations of code back into the CLC software pool, or
2. Immediately dual-license the derivation under GPL/Apache*, with recognition that the underlying code is owned by CLC.

If, and only if, a member contributes the code back to CLC, then CLC will grant that member a 12-month exclusive-use license on the derivations. Such an option does not exist for a non-member.

*It may be that the AGPL or Apache style licenses are technically incompatible with such dual use.  If so, a license will be constructed that parallels it as closely as possible.

Stage of Development

Later design phase. Final legal work and incorporation not yet completed. However, funding for the initial software to be issued under the license has be received, and coding has begun. A corporation should be in place no later than mid-2005.

Code Registration

CLC will develop a system to register and publish the source code contributed to it, or otherwise owned by it.  The name of the contributor will be permanently related to the source code.

Membership

Any individual or entity able to enter into a contract is eligible for membership.

Members shall pay:

• A base membership fee,
• A royalty fee for exclusive use licence's, and
• Service fees for elective member services.

Corporate Governing Council

Members will have voting rights proportional to their combined fees for the prior year, subject to limits to insure non-dominance of the Council by any member or group of members. There will be an appointed Council for the first two years of operation, then a member-elected Council beginning with the third year of operation.

Council members will have fiduciary duties to operate in accordance with the purpose and a set of organizational principles, as well as to the on-going financial health of the CLC. As a non-stock corporation, there are no shareholder fiduciary duties.

Identity Commons and other Related Corporations

The CLC will be a fully independent for-profit corporation.  However, it's bylaws will allow it to "relate" itself to any number of other entities -- for-profit or nonprofit -- which incorporate a comparable purpose and principle set in its governing instruments, among other requirements. Related corporations will form an organizational network that can self-govern on matters of mutual interest.