Amethyst Foundation FAQ

(Fletcher) #1


Here are some common questions and answers about the formation of the Amethyst Foundation. If your question isn’t answered here, please ask on our forums:

Q: What is a non-profit?
A: A non-profit is a specific type of corporation. It is dedicated to a specific purpose, and all revenue generated by it must be used to support the non-profit. Amethyst is a pending 501(c)(3) non-profit. This means we have filed all needed paperwork with the IRS, and are awaiting final approval. This process can take between 3 to 6 months. Until a final determination is made, the IRS allows us to act as a 501(c)(3). Specifically, the IRS says:

When the IRS approves a timely filed exemption application, exempt status is recognized back to the date the organization was created. Thus, while an application is pending, the organization can treat itself as exempt from federal income tax under section 501(c)(3). For example, it must file Form 990 (instead of an income tax return) while its application is pending. However, contributors to the organization do not have advance assurance of deductibility because the organization’s exemption is pending. If the organization ultimately qualifies for exemption for the period in which the contribution is made, the contribution will be tax-deductible by the donor. Alternatively, if the organization ultimately does not qualify for exemption, then the contribution will not be tax deductible.

We do not anticipate any issues receiving final approval.

Q: Does a non-profit issue shares or pay dividends?
A: No. A non-profit exists as its own legal entity; they cannot sell shares to raise capital. All dividends are reinvested in the non-profit.

Q: Does this mean we can now get paid to work on Amethyst?
A: The immediate answer is no; here are the key points around this topic:

  1. A Board member will never receive compensation for being a board member, regardless of how much money we receive in donations.
  2. An officer (Executive Director, Operations Director, Technical Director) may be paid a fair wage for their services based on the Foundation’s budget and roadmap.
  3. Those officers may create and fill paid positions based on the Foundation’s budget and roadmap.
  4. There are complex legal issues surrounding hiring people, especially across so many countries.

For now and the foreseeable future, we all remain unpaid volunteers.

Q: Why are we forming a non-profit?
A: As we grow, the project has begun to accumulate operational expenses, which today are covered by a few individuals. Without a legal entity such as a non-profit corporation, it is difficult if not impossible for us to accept donations.

The second reason is to provide for continuity of the project. Amethyst will continue to exist even as individuals come and go; it will steward all related IP.

The third reason is that as a non-profit, we are eligible for free or discounted services from many companies, such as Google, Microsoft.

Q: Where is Amethyst incorporated?
A: In the state of Washington, in the United States. It is also listed with US federal government tax authority, the Internal Revenue Service (IRS).

Q: Why is the Amethyst Foundation being incorporated in the US?
A: Because the people with experience doing this live there.

Q: Can the Amethyst Foundation exist in other countries as a legal entity?
A: Yes. The legal complexities of doing this vary by country. The scope of a non-profit is country-level. Many of these countries, including the US, have reciprocity agreements in that once it is formed in one country, it is easier to get it recognized in another.

The status of the Foundation in a country mainly affects its ability to deal with things like real estate, bank accounts in that country, and similar. It has no effect on the bylaws or how the Foundation is run internally.

Q: Who runs Amethyst Foundation?
A: The non-profit is governed by a Board of Directors, which at the time of founding has 6 members. They are the following people:

  1. torkleyy
  2. Lucio
  3. Ellie
  4. Xaeroxe
  5. Fletcher
  6. Moxinilian

Our bylaws allow for up to 13 board members.

Q: What is an Officer?
A. An Officer is someone appointed by the board to carry out specific duties, but is not necessarily a member of the Board. They are roughly equivalent to C-level employees in a for-profit corporation (CEO, CFO, etc). The current Officers are:

  1. Executive Director (empty, currently torkleyy and Fletcher fill it collaboratively)
  2. Technical Director (torkleyy)
  3. Assistant Technical Director (Lucio)
  4. Operations Director (Fletcher)
  5. Treasurer (temporarily Fletcher and then Xaeroxe)
  6. Secretary (temporarily Fletcher and then Ellie)

Until we grow more, some people will be filling multiple roles.

Q: What does the Executive Director do?
A: In many non-profits, the Board hires an Executive Director, who then runs the non-profit and provides regular updates to the board. This is not a possibility for us right now. Rather than one person fill that role, its duties will be performed by the Technical Director and Operations Director in collaboration with each other.

Q: How is the Board chosen?
A: The initial Board was chosen after discussion with the Core team and other contributors. After formation of the Foundation, this Board will remain until elections are held in March of 2019. Every year after that, Board members will be re-elected.

Q: Who can vote in elections for Board members?
A: Existing board members. Yes, this means that the Board is voting to whether or not to keep itself in power. We have explicitly allowed for updating the Articles and Bylaws at any point so that things like this can be changed if needed.

There are more complex non-profit structures that allow for there to be Members who are neither Board members nor Officers. We are starting simple, however.

Q: Can I attend Board meetings?
A: At the invitation of the Board, yes. The minutes of all Board meetings will be published and viewable by anyone. If you wish to attend a specific meeting, you may make a special request.

Q: What does this mean for team structure and membership?
A: There is now a formal list of teams and their membership. You can view the chart here: Amethyst Foundation Teams. The Technical Director and Assistant Technical Director will be working with each team to establish a roadmap, prioritize work, and codify a process for joining a team.

Each team will have a specific charter and ownership of the appropriate repositories and crates on

The TD and ATD will be working with each team to establish some basic common guidelines, such as documentation and testing standards.

Q: Is there a list of open Volunteer positions?
A: Yes. It is viewable here:

Q: What happens to the Core team?
A: Effective the date of incorporation, defined as the day the Secretary of State of Washington State verifies the corporation has been registered, the Core team will no longer be an official entity nor have any decision-making power.


(Fletcher) listed #2