Upcoming changes

Messages from and Discussions about IMSLP

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Joëlle Morton
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Re: Upcoming changes

Postby Joëlle Morton » Wed Feb 17, 2016 1:23 am

This doesn't make sense. If you register as a Canadian not-for-profit, you do not need to register in the US, let alone in all 50 states. To make such a statement implies you have not researched the matter. I personally run a Canadian not-for-profit organization so I have been through these kegalities.

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Re: Upcoming changes

Postby imslp » Wed Feb 17, 2016 2:48 am

Joëlle Morton wrote:This doesn't make sense. If you register as a Canadian not-for-profit, you do not need to register in the US, let alone in all 50 states. To make such a statement implies you have not researched the matter. I personally run a Canadian not-for-profit organization so I have been through these kegalities.


Which non-profit do you run? I'm curious.

My understanding is that it is harder to qualify as a non-profit in Canada than it is in the U.S. As I mentioned in a previous post Canada apparently doesn't like too many non-profits to prevent donations being spread too thin. Also, I think there are some misunderstandings of the tax benefits of a non-profit. There are no tax savings for a non-profit corporation itself compared to an LLC (note, this is different than a normal corporation) - the only tax savings (in the U.S.) are deductions taken by the donor on his/her own tax return, assuming the donor elects to itemize his/her charitable donations. Of course, this is limited to the U.S. (or whichever country the non-profit is registered in) and this benefit does not apply to foreign donors.

Joëlle Morton
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Re: Upcoming changes

Postby Joëlle Morton » Wed Feb 17, 2016 3:23 am

I run a small early music concert series in Toronto, called Scaramella.

Incorporating as a not-for-profit was really quite simple for me (10 years ago). This is the equivalent of registering a business, and you do it in whichever province you reside. If you follow the guidelines, it wouldn't expect it to cause you any problems. The harder step is obtaining charitable status from Revenue Canada, and one has to apply for that after incorporating. But considering the very great public service you provide, I would be extremely surprised if they denied you. If you would like to speak to me more on this subject privately, send me a message. I will be glad to tell you what I know and to assist, if I can.

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Re: Upcoming changes

Postby Gschladt » Wed Feb 17, 2016 4:15 am

I concur. I personally founded 2 non-profits (an amateur orchestra and a concert society) in Quebec. The system is a bit different than the rest of Canada at we have a different registering authority, but the process is essentially the same and we are eligible to federal charity status even if incorporated in the Quebec system). I also participated in founding a third one, all in the past 5 years. I talked about this process in a previous post. It can be done in a few hours, that's how simple it is. You have one form, one single 5 page form to fill, and a declaration on honour witnessed by a lawyer (a service they offer for free). Then you receive your incorporation letters through the mail after 2 weeks and you are officially a registered non-profit.

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Re: Upcoming changes

Postby azumbrunn » Wed Feb 17, 2016 6:34 am

A few points to Carolus's response to this controversy. But first I say again, that the 15 seconds per se are no big deal to me; the fact that so many people feel blindsided by the announcement is a very big deal however and I am not sure Carolus understands the implications of this.

I am dismayed by the tone of his post: arrogant and defensive at the same time (unlike Edward Guo's posts; he sounds more like one trying to plead his case and explain).

I--like others--wonder what took so long.

Now we all know that IMSLP is managed by people with extensive experience in business and what not. Reassuring.

But how can somebody with experience in business and what not fail to appreciate that financial info must be disclosed before a sustainable situation is established? Indeed in order to be able to put IMSLP on a sustainable path? You are asking people for money (one way or another). You can't do that successfully if you don't disclose at least basic financial information, especially on the side of expenses. Funders will want to know what they are paying for and they will want to be assured that the venture is responsibly managed. At least the cost of running the operation should not be hard to detail: Storage cost (I am sure this is expensive), taxes (if any), fees, services that need to be purchased, cost of fundraising etc. I can see that on the income side there may be privacy concerns and the managers may not appreciate their info in public. But a budget for this year and a tentative one for next year ought to be available.

Registering as a non profit: If in fact IMSLP is a non profit there have to be extremely sound reasons to register as anything else. And nobody would deny that IMSLP is in fact non profit and intended as such. So "it's complicated" is not enough of a reason not to do it, especially when it appears dubious if management has even bothered getting the correct information.

I said in a earlier post that it is time to give IMSLP a "professional" structure with transparency and established modes and channels of information. The last thing you want is a revolt of the users (and again, had these channels existed and had they been properly used I think the announcement would have gone down a lot more smoothly).

I would add that IMO hiring a small staff (which may well include Mr. Guo; he has to eat too) would probably be a good idea. I don't think their pay would be a very large fraction of the total cost as long as the boss doesn't pull down US level pay.

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Re: Upcoming changes

Postby sehen2 » Wed Feb 17, 2016 2:36 pm

Carolus wrote:4. To protect the site from hostile takeover by outside forces which might wish to shut it down or charge users for access. Small corporations without publicly-traded stock are immune from these threats. A non-profit corporation is not.

A non-profit corporation can be founded on a non-stock basis and have the same "immunity" as a small corporation without publicly-traded stock.
Carolus wrote:Although it may be changed to a non-profit in the future, we must reach the point of sustainability first.

Project Petrucci will always remain as an LLC, especially since it's proven of its own existence to be sustainable as such thus far.
Carolus wrote:All decisions are made by Project Petrucci's full board of managers, who have extensive experience in business, classical music, and computer science. Several have also served on the boards of non-profit arts organizations.

This makes sense because of how vaguely worded the announcement was. Extensive experience in business results in the ability to make statements that minimize the potential for liability. If I assume you didn't know a non-profit corporation can be founded on a non-stock basis, saying a non-profit corporation is not immune to the threats "a small corporation without publicly-traded stock" is immune to shows reluctance to do the research to change to a non-profit, despite having several managers who have served on the boards of non-profit arts organizations who are involved in the decision making.
Carolus wrote:Financial information will be released at the time Project Petrucci is able to change to a non-profit entity.

Mr. Guo was wise to never make a statement indicating anything about the financial information concerning Project Petrucci. Transitioning to a non-profit entity after being established as a for-profit entity for ten years would be a paperwork nightmare/impossibility in regard to receiving tax-exempt status.
To be eligible for tax exempt status, no part of the net earnings, assets, or receipts of the entity can inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons. If anyone on the board of managers of Project Petrucci has participated in private gain, they're better off keeping silent and staying the course as an LLC to avoid being scrutinized by the IRS/CRA.
Carolus wrote:The mission is unchanged: making public domain music available for free. Participation is welcome and voluntary.

Thank you for the wonderful service your team has provided thus far.

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Re: Upcoming changes

Postby jossuk » Wed Feb 17, 2016 3:11 pm

Characterizing Carl Simpson's recent post to this thread as "arrogant and defensive" seems both inaccurate and unnecessary. I found his short presentation of the site's history to be both interesting and helpful; his outline seems entirely consistent with his long and admirable record of involvement in the IMSLP project.

I would strongly urge further contributors to this particular thread to stick with the making of well-thought-out presentations, and to cast aside the temptation to sprinkle their arguments with unsubtle and unhelpful hints about the motives of others.

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Re: Upcoming changes

Postby azumbrunn » Sun Feb 21, 2016 6:05 am

jossuk wrote:Characterizing Carl Simpson's recent post to this thread as "arrogant and defensive" seems both inaccurate and unnecessary. I found his short presentation of the site's history to be both interesting and helpful; his outline seems entirely consistent with his long and admirable record of involvement in the IMSLP project.

I would strongly urge further contributors to this particular thread to stick with the making of well-thought-out presentations, and to cast aside the temptation to sprinkle their arguments with unsubtle and unhelpful hints about the motives of others.


I stand by my characterization mostly for this reason: Simpson's statement is full of hard factual sentences (not everybody agrees on their correctness). There is not the slightest attempt to acknowledge the concerns of the "dissenters" anywhere in his statement. This is the tone we all remember of persons in positions of authority who don't like to be challenged. But like it or not if you manage an organization with many stakeholders--and we all are stakeholders in IMSLP by its very design--you have to listen to them. They are often wrong, but they are human and need to be treated with respect.

Edward Guo basically says in his posts: "I have tried all manner of things, but nothing worked sufficiently. I am very sorry but I don't see any other way forward." Such a tone not only acknowledges the concerns of many but it makes us empathize with him, though not necessarily agree.
Carl Simpson by contrast says: "This is how it is, take it or leave it. I know and you don't". And that is the problem--in spite of the fact that I learned a few things about the history of IMSLP I had not known before. To me he managed to make things worse.

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Re: Upcoming changes

Postby jossuk » Sun Feb 21, 2016 6:03 pm

Nowhere do I see "This is how it is, take it or leave it. I know and you don't." in Carl's post. Perhaps it could be explained how submitting an unsubstantiated quote contributes to a reasonable argument.

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Re: Upcoming changes

Postby discophage » Thu Feb 25, 2016 9:59 pm

Carolus wrote:Announcement from the Board of Managers of iMSLP / Project Petrucci

Carl Simpson
VP/Treasurer, Project Petrucci


I'm sorry, I don't get it.

You're giving thousands of reasons why IMSLP cannot be, or cannot be changed into a non-profit entity.

Wikipedia/Wikimedia does it, why couldn't IMSLP do it?

4. To protect the site from hostile takeover by outside forces which might wish to shut it down or charge users for access. Small corporations without publicly-traded stock are immune from these threats. A non-profit corporation is not.



WHAT ??? I'm sorry, I'll phrase this in a more urbane manner: could you elaborate please and enlighten me? How can a non-profit corporation, which, the way I understand it, doesn't have publicly or even privately-traded stock, be the prey to the threat of a "hostile takeover"? Is Wikimedia threatened by potential takeover by "outside forces"? You mean - like... Universal is going to take you over to shut down the website... and would do so more easily if you were a non-profit charity? Frankly, I don't get the reasoning here.

Although it may be changed to a non-profit in the future, we must reach the point of sustainability first.


Why? Did Wikipedia wait to be "sustainable" to establish the Wikimedia foundation? No, it established the Wikimedia foundation in order to ensure its sustainability: https://en.wikipedia.org/wiki/Wikimedia_Foundation.

Different methods of fund raising have been tried. It has been interesting to note that many people have not even noticed previous efforts, which indicates that many people have simply tuned them out.


Certainly not, and I think it's a problem that you should appear to draw that conclusion. It just indicates that your campaigns for funding have been so discreet that nobody noticed them. Except for the "donate" icon, I've never seen any, and I've certainly not tuned out. I've never failed to notice when Wikipedia launched a bid for funding - and have always responded.

I'm not even sure it's legal for a business for-profit corporation to sollicit and receive donations. Is it? I've never seen Ford Motors do it. What's sure is that, as long as you're not recognized by the tax authorities as a non-profit, any donations will be taxable. Is that why your campaigns have been so discreet?

Since websites reach across the nation and the globe, setting up a non-profit must be done in all 50 states of the USA. For it to be non-profit internationally, even further stringent and expensive requirements must be met. The initial creation is only part of the expense, costly annual paperwork and fees must be paid to each jurisdiction which grants tax exempt status.



What kind of an argument is that? So, by the same token, since you reach across the globe, you need to set up a non-profit in all the countries of the world? Are business corporations incorporated in all 50 states? I thought they were incorporated in one - and usually Delaware... Is Wikimedia incorportated worldwide? So far as I know, a charitable organization is incorporated in one state and granted charitable status by the IRS: https://en.wikipedia.org/wiki/Charitabl ... ted_States. So please explain the legalities of your claim, because as is it is looks very much like some sort of red herring...


Financial information will be released at the time Project Petrucci is able to change to a non-profit entity
.

Which, based on all the above, I will translate in good English: "never", because it is clearly not your intent to ever do so.

NONE of this answers my concerns. In fact it would reinforce them. I have the distinct feeling that not all is being told to us, that convoluted explanations are given just to dodge the issues and divert our attention, and I don't like the feeling. I'm hoping you will demonstrate that I'm wrong.

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Re: Upcoming changes

Postby discophage » Thu Feb 25, 2016 11:12 pm

Carolus wrote:Announcement from the Board of Managers of iMSLP / Project Petrucci



All decisions are made by Project Petrucci's full board of managers, who have extensive experience in business, classical music, and computer science. Several have also served on the boards of non-profit arts organizations. All are actively involved in day to day operations, in addition to their other primary full-time jobs.


Oh, and, sorry, I forgot to ask, because you present this as if it were a matter of public knowledge, but if so, it's not knowledge to me: who ARE the members of the board of managers, and what is exactly their past and present experience in business, classical music, computer science and serving on the boards of non-profit arts organizations? Care to detail? Or would this best be kept secret, too, lest hostile outside forces should take over?

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Re: Upcoming changes

Postby tim.willis1685 » Sat Feb 27, 2016 2:49 am

This is not something I knew about either. I couldn't find information about the Board of Managers anywhere on the site. Could someone point me to the relevant information? I'd like to know when the Board of Managers was founded and who is on the Board.

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Re: Upcoming changes

Postby coulonnus » Fri Mar 18, 2016 12:37 pm

imslp wrote:First, I just wanted to clarify that all users who made more than 100 edits automatically received a 10-year contributor membership

How to make 100 edits without too big an effort and do something useful: search "1 piano" in the imslp search field. Some results will contain "Instrumentation 1 piano" or "Instrumentation 1 Piano". Edit the work page and change this field into |Instrumentation=piano and save the page. You will easily find similar cases that want a change.

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Re: Upcoming changes

Postby jeronimo » Mon Mar 28, 2016 8:25 pm

I naively thought that IMSLP was a Canadian non-for-profit organization. My idea was reinforced by the fact that several provinces (most notably Quebec) protect agaist SLAPP litigations (poursuite baillon). In short, a 'small' organization such as IMSLP is protected against civil lawsuits brought by large companies with an undeclared goal to win by exhausting financial means of the small company and to limit the right of free speech of the small organization. See (sorry in French):

http://soquij.qc.ca/fr/ressources-pour- ... s-baillons

I am crest-fallen that it is not the case. Furthermore, I am one of the numerous occasional users of IMSLP (maybe 10 pdf per year). Waiting 15 seconds is not a problem...but as I like the idea of IMSSLP, I wanted to give a contribution, the same way I give money to an orchestra, or a museum. This means that of course, I get a tax receipt for it. I am still at odds trying to understand why this is not the case.

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Re: Upcoming changes

Postby Gschladt » Tue Mar 29, 2016 12:26 am

jeronimo wrote:I naively thought that IMSLP was a Canadian non-for-profit organization. [...] This means that of course, I get a tax receipt for it. I am still at odds trying to understand why this is not the case.


I really think IMSLP should be a non profit, for a bunch of reasons. It's important however to note that being a non-profit does not amount to being able to issue tax receipts for donations. Charities issue tax receipts. You need to be a non profit to become a charity, but not all non-profits are charities (in fact, most are not). There is no limit to the number of non-profits that can be created, but the Canadian government limits the number of organizations to which they grant charity status, especially in the past 10-15 years (although one could think that might change in the future, with the new Trudeau administration).


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