In working to answer these questions, the Sakai and Jasig Boards concluded that the time had come to build on their community’s collective strengths and experiences, pool their resources to improve the services provided by both organizations now, and create fresh opportunities for the future. More details on these conclusions and the common values shared by both groups can be found in the latest version of the Value of a Common Foundation: The Case for Apereo. Below are answers to some of the frequently asked questions that have surfaced over the past year related to the proposed merger. Our intent is to provide an initial response with the understanding that more details can be provided if needed/desired. Please post requests for additional information, new questions or comments to the Jasig-Sakai Collaboration list.
- What is the value of merging to form a common foundation?
- How was the decision to merge made and what was the timeline for it?
- I am involved, either as a contributor or institution, in just one or two of the projects that will make up the new organization, what will the merger mean to me or my institution?
- Sakai and Jasig Projects have established strong brands in the higher education market, how will the merger impact on these brands?
- Has the merger been a distraction for either Foundations that detracted from other initiatives?
- How did you come up with the name “Apereo”?
- How will joining Apereo impact on my ability to participate in Jasig and Sakai communities and projects?
- I have a project in the Jasig incubator, how will the merger affect me?
- How will the membership fee structure change, if at all, in the new organization? Will there be a combined membership fee? Will we see any savings?
- Will my project be free to raise funds that will be allocated only to my project?
- Will the new organization be made up of only Jasig and Sakai, or other initiatives as well?
- I am currently a member of Jasig, using Moodle. How will the fact that Sakai competes in this space affect my participation in the new organization?
- What types of central staffing resources will be available for both organizations and all products?
- How will the joint budget be allocated? For example, will so much money per product be allocated? Will all money be shared among all communities?
- Is there a single open license model that has been adopted by Apereo? If so, what is it? If not, when will that decision be made?
- What will be the software development culture moving forward? Some projects are tightly managed with specific deadlines, while others seem to be organic with programmers making decisions and deadlines being very fluid. What will be the overriding culture in the new organization and how will it be managed centrally?
- Why have new bylaws?
- What is the stated mission and purpose of the new organization?
- What is Apereo's concept of “communities”?
- How will Intellectual Property and Licensing be handled?
- What sections are in the bylaws?
Over the last ten years, open source solutions have become a major force in addressing a range of challenges facing higher education. Yet open source initiatives in education remain fragmented, with not-for-profit entities proliferating to serve a diverse range of communities and solutions. Recognition of the importance of diversity is essential, and has emerged as a key value of the proposed Jasig-Sakai merger. There is no one “correct” solution to the governance of software communities operating in a wide variety of contexts, at varying positions in their lifecycles, and which serve different layers of the software stack. Yet rationality should also drive an examination of the continued formation of new not-for-profit organizations. Does the level of duplication inherent in the current organizational fragmentation serve higher education best? Could the resource we might free by a measure of consolidation and increased coordination make a significant difference to the overall health of our software communities? Are there ways we can reflect and celebrate necessary diversity, while achieving a more rational organizational approach? Will joining together under a common foundation provide more opportunities for interoperability throughout the software stack?
In working to answer these questions, the Sakai and Jasig Boards concluded that the time had come to build on their community’s collective strengths and experiences, pool their resources to improve the services provided by both organizations now, and create fresh opportunities for the future. More details on these conclusions and the common values shared by both groups can be found in the latest version of the Value of a Common Foundation: The Case for Apereo.
Discussions between Sakai and Jasig regarding working more closely with each other date back to 2006. The current merger plans were first informally discussed in the early 2010, driven in part by the economic crisis of 2008-09 and the impact it was having on both organization’s resources. Following these informal discussions, the two boards formed Strategic Alliance Committees in April 2010 to engage in more formal discussion and analysis which included broader dialog with other major open-source/community-source projects (e.g. Kuali, OpenCast, Connexions, etc.).
The two Strategic Alliance Committees held a joint summit in New York City in September of 2010 to hold high level discussions regarding the common values of the two organizations and the strategic benefits of coming together. Based on this meeting, both Boards announced, at the 2010 EDUCAUSE conference, their intent to pursue a merger. Following this decision, a Joint Working Group (JWG), made up of representatives of both Boards as well as the Executive Directors of each Foundation, was formed to engage in a more detailed legal, financial and strategic analysis of the benefits of a merger. One of their first initiatives was the drafting of a “Value of a Common Foundation” document, first released in April 2011, and which has now been revised several times to reflect the evolving work of the group.
Through spring 2011 the JWG began work on drafting a set of bylaws for the proposed organization as means to further test that we not only shared a common vision, but that we could share a common organizational expression of that vision and also ensure that the two Boards were aligned with regards to it. This work culminated in a second two-day “merger summit” in New York City in July of 2011 at which draft bylaws were substantially completed. These were shared in August 2011, prior to Board review, to both the Sakai and Jasig communities as means to gather input directly from our members. Based on this feedback, as well as feedback from both Boards, additional work was done on the bylaws during the fall 2011. A final version was presented to both Boards in December 2011 and unanimously approved. This version, along with a related bylaw FAQ, have now been released for community review.
With the plans for the merger beginning to become finalized, the Sakai and Jasig Boards elected four individuals each to a Founding Board which was announced just prior to the 2011 EDUCAUSE conference. Following the EDUCAUSE conference, the Founding Board held a three-day “virtual meeting” during which the work of the JWG Finance Committee, who had been tasked with analyzing the financial aspects of the merger, was reviewed and discussed. The outcome of this financial review was the development of a Transitional Membership Fee Model for the proposed foundation. This model was reviewed at the December 2011 Board meetings and unanimously approved. The Transitional Membership Fee Model will be released during the week of April 2, 2012 for community review and input.
Finally, based on a community naming process, which was announced following the 2011 EDUCAUSE conference, the Founding Board selected the name Apereo which was announced on March 20, 2012 along with plans to hold a membership vote in late April.
The merger will likely have little or no direct impact on your institution's operations (i.e. running Jasig of Sakai software). How each of the existing communities govern themselves may change over time as the result of being part of a larger Foundation. Any changes will be driven by community decisions and goals rather than from a “top-down” Foundation process. We would expect changes, if they occur, to make it easier for individual and institutions to contribute and engage with the community. On the Foundation level, additional resources will become available over time through the consolidation process which will benefit all communities. We anticipate the merger will produce more effective technical and human infrastructure to support projects, and that there may be synergies to be gained in important areas such as quality assurance.
Bringing together the Jasig and Sakai Foundations will not dissolve or merge their respective software communities and projects, but will provide better conditions to nurture them. Each of the founding Software Communities in Apereo, the merged organization, has a distinct ‘brand’. These brands are known and understood, to a significant extent, amongst the natural constituencies they serve. Apereo will not seek to supplant or dilute that brand equity, but will seek instead to augment it. This will happen in two distinct ways.
Firstly, Apereo will encourage information sharing and cross-fertilization between software communities and the projects they support. This will act to increase awareness of products and their capabilities across the broad community. Secondly, Apereo will build its own brand slowly and organically, through good stewardship of common resources and practices, and the quality and success of the Software Communities and projects it supports. Over time, association with Apereo will give such communities additional stature, and the foundation brand will become a mark of quality that contributes to the overall brand equity of affiliated projects. It is not anticipated, however, that substantial resources will be focused on building the new foundation's brand outside these organic processes. Existing brands and software product names will not go away, but will be exposed to the new audiences reached by Apereo. The Sakai Collaboration and Learning Environment will still be promoted and maintained as the Sakai CLE, Jasig uPortal as uPortal, and so on. Apereo will build on the successes of the past in developing brand recognition, without seeking to supplant existing brands.
Although there is no question that the work on the merger has taken time and effort, the decision to pursue it was based on the conclusion that it was of strategic value to both organizations and would bring benefits to our collective communities. From this perspective, the work has not been a “distraction” but rather a strategic initiative that both Boards felt was a priority to engage on.
Throughout the process all of our communities have continued their good work, as they always have, of releasing new versions of software, planning our conferences, engaging our users and innovating. Although our Boards have certainly dedicated significant effort to this strategic initiative, the “heavy lifting” has been generally delegated to committees, such as the Joint Working Group, leaving the full Boards to continue to focus on other Board business and initiatives. It is also important to keep in mind that Boards rarely get to pick and choose when strategic opportunities present themselves and thus are often required to balance their efforts between several initiatives at the same time.
Shortly after the 2011 EDUCAUSE Conference, Sakai and Jasig announced a community naming process for the new, merged organization we proposed a year before. We wanted suggestions for Foundation names that were memorable and reflected the core values of the merged organization which we previously articulated in the “Value of a Common Foundation”.
The name, the Apereo Foundation (listen to pronunciation), is a combination of community suggestions, and represents the fusion of two Latin words, “aperto”, which means “open” and “mereo”, meaning merit. Given the importance of openness and meritocracy, in all its forms and flavors, to both organizations as well as the larger open-source movement, the merging of these Latin words to form Apereo resonated with the Founding Board. Combining the suggestions was also helpful in securing the domain name.
Software Communities and Communities of Interest (see Bylaws for details on these terms) will remain as independent entities within the broader foundation and, as is the case today, be free to decide what, if any, requirements there are for participating in their own governance, development activities and other contributions.
Any project that is already in the Jasig incubation process will be allowed to continue until it either completes the process and becomes a Sponsored Project, is determined to be an unsponsored contribution, or is terminated. That being said, the Jasig and Sakai communities are working to redesign the current incubation process for Apereo and thus new projects entering after the merger will likely engage in a different, but similar, process moving forward.
Under the Transitional Membership Fee Structure proposal (which provides details on the process and rationale behind the plan), organizations and commercial affiliates will have the option of becoming members of Apereo by paying a “Jasig fee”, “Sakai fee” or both (for which a 10% discount will be provided). The specific fees, based on organizational budgets or commercial affiliate revenue, are listed in the Transitional Membership Fee Structure proposal. Separate Jasig and Sakai “fees” are being used in this transitional approach primarily as a means to reduce confusion, thereby helping to mitigate financial risk associated with unexpected changes in membership levels. Based on this analysis, we anticipate that approximately half of the current members will see no change in fees or a decrease of between $345 to $4000 (depending on which organization they currently belong) while half will see a slight increase averaging around $850. The rationale for this slight increase is also explained in the Transitional Membership Fee Structure proposal.
As happens in both organizations today, individual projects and initiatives will be free to raise their own funds which they will be able to allocate as they see best. Those engaging in independent fundraising of this nature will likely be asked to have a “financial contact” who is responsible for overseeing the use of such funds and acting as a liaison to Apereo. Other lightweight requirements, simply aimed at protecting the non-profit status of Apereo, may also be put in place depending on the specifics of the fundraising activities.
From the beginning, both Jasig and Sakai have seen significant value in creating an organization that was “larger than the sum of its parts” and has worked to establish a new foundation that will provide value to more than just our current communities. Based on discussions with a range of other organizations over the duration of the merger planning, it is likely that other organization and/or projects will join Apereo over time. This said, we anticipate that Apereo will initially only consist of the current Jasig and Sakai communities and initiatives.
Participation in Apereo will not be affected in anyway by the current technologies deployed at your institution. There are many institutions today who are active in the Sakai community but who also run Moodle or BlackBoard and who are just as valued as any other contributor. There may also be opportunities through participation in Communities of Interest, such as the Teaching and Learning Community (currently associated with Sakai) or the 2-3-98 Community (currently associated with Jasig), that would bring value to your institution by being involved in Apereo.
Immediately following the merger, a short-term (3-6 month) transition staffing plan that mirrors the current staffing will be in place to ensure continuity. This is particularly important given the pending June Jasig-Sakai Conference and the logistics around this event. Following this period, the Founding Board has draft plans that call for both an Executive Director as well as a Community Director role. Details on these and plans for staffing them will be released post-merger. Longer-term, the Founding Board has indicated that having a communication role is a priority. In addition to these, individual projects may retain or continue self-funding their own staff.
As is the case today, funds raised through membership fees will be used to support Foundation staffing, infrastructure, and initiatives from which, in general, all communities and projects will derive benefit. This will include things such as conferences, web-based collaboration tools, communication services, and project facilitation. Again, as is the case today, specific decisions regarding how funds are allocated to these items will be determined by the Foundation budget which will be developed by the Executive Director and approved by the Apereo Board of Directors. It will be the Executive Director’s responsibility to make day-to-day operational decisions with regards to how Foundation staff time and effort are allocated. Finally, communities will be free to raise their own funds which can then be allocated as they see fit (see above for details).
The Apereo Foundation Board will provide a framework for managing the Intellectual Property ("IP") of the constituent communities and any products or projects they adopt via an Intellectual Property Policy that provides rules, guidelines, and best practices on how the communities, products, and projects can accept contributions of IP (either licensed or assigned), how they can make use of externally-available IP, and how the resulting IP can then be licensed and redistributed back to the public. We anticipate that part of the incubation process will include mentoring of new projects on how to handle IP and ensure alignment with the Apereo framework.
We recognize the importance of this issue to our existing communities as well as the long-term success of Apereo. The specifics on this IP framework are currently being worked on by the Founding Board and we welcome comments and input into those discussions (which should be posted to the Jasig-Sakai Collaboration list).
What will be the software development culture moving forward? Some projects are tightly managed with specific deadlines, while others seem to be organic with programmers making decisions and deadlines being very fluid. What will be the overriding culture in the new organization and how will it be managed centrally?
There is a broad spectrum of open-source software development and governance models in existing today, both within and outside of higher education, that range from highly managed to more organic in nature. Both Jasig and Sakai, as reflected in our Value of a Common Foundation document and bylaws, feel strongly that the decision as to which approach to use at any given point in time is best made by the communities themselves. Therefore, neither the Apereo Foundation nor its Board of Directors will dictate nor require which model constituent communities must follow.
To help ensure the long-term success of new communities, there will be a requirement that they complete a lightweight incubation process before becoming a recognized constituent community. This incubation process will focus on providing mentoring and support to new communities as means to help them make informed decisions regarding a range of issues, including how they govern themselves and engage in development. But again, these decisions will be there to make and they will be free to choose whatever model they believe is best. Jasig and Sakai community members have begun informal discussions about the establishment of the incubation process (Jasig has had a successful process in place for several years) with plans for more formal discussions at the upcoming Jasig-Sakai Conference in June.
The bylaws of an organization define the operation of the organization, describing the rules by which the organization should be run. They are included in the Articles of Incorporation and are a necessary component of forming a new non-profit company.
Mission: The core mission of the Corporation is to assist and facilitate educational organizations which “collaborate to foster, develop, and sustain open technologies and innovation to support learning, teaching, and research."
Purpose: Apereo exists to:
- Promote practical collaboration between educational organizations, the sharing of best practice, and dissemination of results of innovative approaches to applying open technology architectures and systems in an educational context
- Sustain and develop a global community of interest among educational institutions to advance open source and open standards technologies, architectures, systems and content, promoting international collaboration in these areas.
- Create, through its various activities including conferences, projects, and outreach, an atmosphere of trust, goodwill, and mutual respect amongst all participants
- Provide governance and infrastructure for the management of open source intellectual property to increase the sustainability of open source efforts as well as the legal security of both contributors and adopters.
These summarize our strategic objectives and help the United States Internal Revenue Service determine whether we qualify for 501(c)(3) non-profit status. 501(c) is an American tax-exempt, non-profit corporation, and the type (3) denotes an educational organization.
Apereo is made up of communities, some of which are unified around software projects (Software Communities), and some of which gather around a common interest (Communities of Interest). These communities are largely self-governing, but their existence as formal entities within Apereo is approved by the Board of Directors. The Board has responsibility to ensure communities continue to align with the common mission, values, and legal responsibilities of the foundation. Each constituent community may adopt rules for its own governance provided they are consistent with the Apereo bylaws and with any policy adopted by the Board of Directors. Community governance structures will be responsible for strategic, financial and operational oversight of the community, including adherence to overall foundation licensing and intellectual property policies.
The Apereo Foundation itself is the legal entity that holds all IP rights to product trademarks, service marks and logos. In addition, the Apereo Foundation Board will provide a framework for managing the Intellectual Property ("IP") of the constituent communities and any products or projects they adopt via an Intellectual Property Policy that provides rules, guidelines, and best practices on how the communities, products, and projects can accept contributions of IP (either licensed or assigned), how they can make use of externally-available IP, and how the resulting IP can then be licensed and redistributed back to the public.
Article I: Name and Purposes
Includes a description of the mission and purpose of the organization.
Article II: Offices
Apereo will be incorporated in the State of New Jersey, but its business office can be anywhere and must be listed here.
Article III: Membership
Apereo is a membership organization. Here we describe open to whom, how we assign representatives, under what circumstances a member can be removed, the fact that membership fees exist. No details surrounding fee schedules are included in the bylaws.
Article IV: Meetings of Members
There will be an annual meeting of members, (our annual conference,) and at that meeting officer(s) will present an annual report.
Article V: Board of Directors
The activities of Apereo are managed by a Board of Directors. The Board of Directors is responsible for financial oversight, together with the overall policy and direction of Apereo. It may designate responsibility for day-to-day operations to the officers and/or committees. This section lists the Board’s legal rights and responsibilities, including financial oversight, electing and/or appointing officers, and hiring employees and/or contractors.
The section outlines the makeup of the Board, between seven and fifteen members, and how they are elected. There is a provision that up to four members can be appointed. It outlines the logistics of voting rights and what happens if someone resigns or is removed from the Board. Directors serve three year terms.
Article VI: Meetings of Board of Directors
In addition to the annual meeting, the Board is required to meet at least four times/year. This can be remotely or in person. Majority votes carry, unless the meeting has less than 50% attendance.
Article VII: Officers
A chair, vice-chair, treasurer, secretary will be elected annually by the Board. An executive director will be appointed. The treasurer and the executive director cannot vote. The executive director can be compensated, but no other officer. It is possible for one person to hold more than one office. The duties of the individual officers are outlined in this section, along with provisions for filling vacancies and removal.
Article VIII: Board Committees
Committees exist within Apereo. This section deals with the logistics governing their creation, removal, and rights and responsibilities. Legal responsibility is retained by the Board of Directors.
ARTICLE IX: Governance: Incubation, Software Communities, and Communities of Interest
Apereo consists of overlapping associations of partners organized into communities, which include Software Communities and Communities of Interest. They are recognized as such by virtue of having completed an incubation or admission process, and been approved by the Apereo Board of Directors.
Each constituent community may adopt rules for its own governance provided they are consistent with these bylaws and with any policy adopted by the Board of Directors. Community governance structures will be responsible for strategic, financial and operational oversight of the community, including adherence to overall foundation licensing and intellectual property policies.
The Foundation is the legal owner of all the Foundation and product trademarks, service marks and logos. The Foundation will manage and provide legal oversight for the use of such intellectual property, as well as that associated with constituent community products.
Legal responsibility is retained by the Board of Directors.
ARTICLE X: Contracts, Checks, Deposits and Loans
Describes who had legal rights with respect to financial logistics.
ARTICLE XI: Books and Records
What records is the Foundation required to keep.
ARTICLE XII: Liability, Indemnification, and Insurance
Describes the liability that officers of the Foundation might have, and allows for purchasing of insurance to mitigate that risk.
ARTICLE XIII: Fiscal Year
Fiscal year is January 1 - December 31.
ARTICLE XIV: Dissolution
Apereo can be dissolved with a two thirds vote of the Board of Directors.
ARTICLE XV: Amendments
Any member of Apereo may propose an amendment to the bylaws to the Board of Directors. Should two-thirds of the Board of Directors approve such an amendment, it shall be put to a vote of member representatives. An amendment so put requires a simple majority of organizational members voting for ratification.
ARTICLE XVI: Miscellaneous Provisions
If we eliminate any section from the bylaws, the rest of the bylaws stand as written.
Apereo must maintain a digital platform with Foundation related information.
APPENDICES: There are three appendices to the bylaws, all required by United States federal law.
APPENDIX A: Conflict of Interest Policy
APPENDIX B: Document Retention/Destruction Policy
APPENDIX C: Whistleblower Policy
APPENDIX D: Apereo Incubation, Software Communities, and Communities of Interest
For more details, please read the full Apereo bylaws.