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7 changes: 5 additions & 2 deletions _toc.yml
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- caption: Code of Conduct
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- caption: Proposals
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- caption: Previous Governance
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# Proposal for Jupyter\'s Sustainable Growth

March 5, 2024

# Executive Summary

The Jupyter Executive Council (EC) has the responsibility to ensure the
healthy and sustainable evolution of Project Jupyter and to seek the
best vehicles to support this. **We, the EC, propose to create a new
funding vehicle for the project, paired with some management and
operational changes in support of this funding mechanism, in partnership
with the Linux Foundation (LF)**. These changes will enable us to grow
and develop ambitious efforts we have often discussed but lacked
resources to implement, and provide long-term stability both for key
Jupyter contributors and the project itself. While Project Jupyter has
been impactful and successful in many areas, we currently struggle in
our ability to scale in certain strategic directions and in maintaining
core functions needed for an effort of our size and scope. We believe
the plan below is the right path forward to meet these challenges;
we\'ve come to this plan after a detailed exploration of multiple
options.

**We propose that Project Jupyter -- with its current governance
structure and name -- transfer from NumFOCUS to the Linux Foundation
Charities 501(c)(3). This transition would be paired with the creation
of a new resource, provisionally called the *Jupyter Foundation*,
designated to secure corporate contributions, and an associated
c*ommittee* to make budgetary decisions associated with these funds. The
Jupyter Foundation would be under the Linux Foundation 501(c)(6).**
Below, we provide more details about this proposal and answer questions.
This document aims to be a reference point for the community to discuss
this plan, which (after suitable community deliberation, refinement, and
approval) the EC would like to implement as soon as possible.

> **Note --** A 501(c)(3) and 501(c)(6) are both tax-exempt nonprofit
> structures in the United States. A (c)(3) is a vehicle to support
> collective fundraising for a scientific or charitable purpose. A
> (c)(6) is a vehicle to support collective fundraising for a common
> business interest in industry. Like many projects that the LF hosts,
> Project Jupyter aligns both with nonprofit models with scientific and
> educational goals, and with business interests. Therefore, it can take
> advantage of having both fundraising options available to donors
> through LF Charities, a 501(c)(3), and the Linux Foundation, a
> 501(c)(6).
# Project Jupyter's Needs

Project Jupyter requires **sustainable funding that is centrally managed
for some key \"backbone needs\'\' of the project.** There are activities
and programs that are critical to the mission of Jupyter that are
currently either underfunded or unfunded. Examples include JupyterCon,
other Jupyter community and outreach events, Binder, NbViewer,
jupyter.org, an Executive Director, other project-wide staff (release
engineering, developer advocate, documentation writer, program manager,
testing infrastructure, etc.) and more. We believe that if a few such
\"backbone\" roles and activities are sustainably funded, it will become
easier for individual subprojects and teams in the community to pursue
strategic objectives, propose new developments, and seek targeted
resources that rely on this stable foundation for coordination,
planning, and project-wide interactions. **The EC has a goal to raise
\$1-2 million/year in a sustainable manner**.

*The EC believes that this funding can come from a combination of
non-profit (private foundations, government grants) and for-profit
(corporate) sources*. In the past, Jupyter has obtained grants on the
order of a million dollars and above through private foundations, with
smaller contributions coming from individuals and a few generous
corporate partners. Securing consistent funding via grants has proven
challenging given the lumpy nature of grant allocations and the limited
number of people who can devote their time to grant writing for Juptyer.
These inconsistent levels of funding make it very difficult to maintain
a stable backbone for the project that enables long-term vision and
strategic planning and execution. Similarly, we have faced challenges in
raising consistent funding from corporations.

Additionally, Jupyter needs **improved operational support**. Jupyter
needs a higher level of support for operating (legal/trademark,
marketing, fundraising, accounting, contracts, internships, events, dev
ops, etc.) than is currently available from NumFOCUS. The EC\'s
responsibility is to serve Jupyter\'s pressing needs today and tomorrow;
currently, the EC is spending a significant amount of its time on
operational matters instead of fundraising and other activities that
support Jupyter's long-term mission. At this time, and after extensive
conversations with NumFOCUS and time spent by Ana Ruvalcaba taking deep
dives into operational matters, the EC\'s assessment is that the best
course of action is to secure operational support with a proven partner
that can provide it today. *Our assessment is that the Linux Foundation
is such an ideal partner for Jupyter today*.

Finally, Jupyter needs to be able to hire and manage **full-time
staff**, including roles such as an Executive Director, CI/devops,
program managers, test engineering, documentation writing, and release
engineering. These require a sustained and full-time effort, beyond what
is reasonable for volunteers or can be funded via project-specific
initiatives and/or grants. In the past, we have funded, hired, and
managed these types of roles through universities (Cal Poly State
University, San Luis Obispo and UC Berkeley), but that is not
sustainable for the institution or the staff who seek a long term career
path associated with Jupyter, rather than with specific corporate or
academic organizations. Again, Jupyter needs sustainable funding and
operational support to hire, retain, and manage contributors in these
types of roles.

# So, what would be changing?

We have spent time and effort in discussions with the Linux Foundation
team, to ensure that this transition introduces the smallest possible
changes to Jupyter\'s operations while meeting our above goals.

Under this proposal, **Jupyter keeps its current governance structure
and transfers from NumFOCUS to LF Charities 501(c)(3). An additional
funding vehicle will be created called the Jupyter Foundation under the
Linux Foundation 501(c)(6) providing corporations a well known and
proven method to support the Jupyter Project.**

In order to manage this new resource (the Jupyter Foundation), we
propose to create a new committee (JFC), populated by representatives of
our corporate funders. The role of this committee will be to approve the
use of the corporate funding available, in coordination with the EC. The
JFC and EC members will vote on Jupyter Foundation resource allocation
with exact details to be determined soon (for example, the funding
committee model typically has one vote per corporate funding
representative).

As part of the normal course of business, and to encourage strategic
engagement of the corporate partners (beyond just giving money), the EC
meetings will be open to members of the JFC, though the EC reserves the
right to call a separate closed meeting should the need arise.

In addition, the Linux Foundation through its 501(c)(3) and 501(c)(6)
will provide back-office operational support as needed for the project
operations such as grants and events as well as the ability to hire
staff for the benefit of the project.

# What other options have we explored?

We have investigated the following options:

- Remaining at NumFOCUS

- Joining several other 501(c)(3) organizations.

- Partnering with Linux Foundation via its 501(c)(3) and 501(c)(6)
support structures (our proposed path)

- Creating our own 501(c)(3).

NumFocus, as previously stated, is not able to meet our needs and our
goals for Project Jupyter at this time.

Other 501(c)(3) organizations were either larger in scale, but without
deep experience supporting open source projects and their communities,
or smaller in scale but with experience supporting software projects.

The costs to instantiate and operate a new 501(c)(3) are very high and
the focus on building up back-office infrastructure expertise and
capabilities would limit our ability to focus on the needs stated
earlier.

After carefully evaluating all these options and engaging in multiple
detailed discussions, we concluded that the Linux Foundation is the best
option. LF can support our existing community and governance structure,
and it has a proven track record of supporting software projects with a
sustainable operational and multi-modal funding model that scales.

# How does this affect our project\'s mission regarding both open science, education, and access to all regardless of money or industrial relationships?

Project Jupyter's mission and focus on open science remains unchanged
and driven by its contributors. Project Jupyter will develop a formal
mission statement that will reiterate our commitment to open science,
education, research and broad access to interactive computing. Based on
many previous discussions we\'ve had on this topic, we propose here a
rough draft of such a mission statement: "Project Jupyter is an open and
collaborative community that develops interactive computing tools,
software, standards, and infrastructure for research, education, and
industry." As part of the transition to LF, we will open an issue to
discuss and approve an official mission statement.

# Other Questions (FAQ)

## How would this change our relationship with NumFOCUS?

Once the transition is concluded and assets are transferred, Project
Jupyter would not have a legal relationship with NumFOCUS. However, we
will always maintain a collaborative relationship with NumFOCUS and its
various projects: Jupyter is for many a portal into a broad ecosystem of
projects that currently operate under NumFOCUS, and we\'ll continue
collaborating with all of them as before. In this regard, NumFOCUS is
and would remain a key partner for Project Jupyter, and we wish the
NumFOCUS team success.

We will work out a transition plan between NF and the LF Charities that
will minimize disruption to the projects. There may be some funds that
are simpler to wind down through NF and some that are easier to move to
the LF Charities.

## How would the 501(c)(3) and 501(c)(6) legal entities work together for Project Jupyter?

The Project Jupyter EC continues its current authority over funds and
grants that go to the 501(c)(3). As explained above, the corporate
funders to the Jupyter Foundation would have input, along with the
Project Jupyter EC, into how Jupyter Foundation monies are allocated for
the sustainability and growth of the Project Jupyter.

## What is the process for Jupyter leaving NumFOCUS and whose authority/approvals does it require?

Jupyter's current governance model requires any changes to Juptyer's
governance to be approved by the Jupyter Executive Council and Software
Steering Council. Once these two bodies have voted to leave NumFOCUS and
transfer the project to LF Charities 501(c)(3), the NumFOCUS FSA
Committee will formally notify NumFOCUS of our plans. The current FSA
requires us to give NumFOCUS a 60-day notice before moving. The NumFOCUS
FSA Committee currently consists of Matthias Bussonnier, Benjamin
Ragan-Kelley, Fernando Pérez, Ana Ruvalcaba, and Thomas Kluyver.

## And similarly, what will be the process for Jupyter potentially leaving the Linux Foundation in the future?

When requested by the governing body for a project, the LF has moved
projects out of its stewardship to the governing body's designated
entity. The Project Jupyter EC would decide that. The Project Jupyter
assets in the 501(c)(3) would transfer to another 501(c)(3) and
501(c)(6) assets could be transferred to another 501(c)(6) or to the
501(c)(3). Similarly, there will be a notice period, and wind-down
component related to employees, IP, etc.

## How does corporate membership work in terms of levels and dues amount?

The details need to be finalized and we welcome input from the community
on this. Based on what is common with other funds under the Linux
Foundation 501(c)(6), typically there are 2 levels, Premier and General.
For example, Premier members each get a seat on the funding committee
and General members collectively have one elected representative from
the general member class that represents them alongside the Premier
members. The dues amount will be determined based on the financial needs
of Project Jupyter and corresponding alignment with corporate budgets
that have a precedent for supporting critical projects upon which
companies depend. The Linux Foundation also has (free) Associate
memberships for government, education, research, and non-profit
organizations. Given the importance of these types of organizations to
the mission of Jupyter, the EC would like to work through how they can
be included.

## What is the proposed timeline?

The EC anticipates community discussion in March 2024 leads to a formal
governance change proposal in April 2024 to move from NumFOCUS to LF
Charities 501(c)(3), creation of an LF 501(c)(6) foundation, and the
operational details of how these entities will be managed (e.g.,
creation of a budget process). The EC anticipates this proposal will be
voted on by the newly-elected EC and SSC by the end of April 2024. If
approved, the EC anticipates that the effective date of a move to LF
could be 60 days later, by the end of June 2024.

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