Foundation FAQs

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What is the ADempiere Foundation?

The ADempiere Foundation (AF) is a non-profit 501(c)(3) corporation, incorporated in California, USA, in April of 2007. The AF is a natural outgrowth of The ADempiere Bazaar, a group of individuals that was initially formed in 2006 to develop the ADempiere Business Suite, open-source ERP software.

The management of the Foundation is overseen by a board of directors, who are elected by the AF membership on an annual basis according to the corporation's bylaws. The board appoints a set of officers to manage the day-to-day operations of the Foundation and oversee the AF projects. Each project is managed by a self-selected team of technical experts who are active contributors to the project, according to whatever guidelines for collaborative development are best suited to that project.

Why was the ADempiere Foundation created?

The Foundation was formed primarily to

• provide a foundation for open, collaborative software development projects by supplying hardware, communication, and business infrastructure;

• create an independent legal entity to which companies and individuals can donate resources and be assured that those resources will be used for the public benefit;

• provide a means for individual volunteers to be sheltered from legal suits directed at the Foundation's projects; and,

• protect the ‘ADempiere’ brand, as applied to its software products, from being abused by other organizations.

Is the ADempiere Foundation (AF) a Corporation?

Yes, the AF is a membership-based corporation registered in California, United States. It is intended to be a registered non-profit charity, and is in process of obtaining 501(c)(3) status by the U.S. Internal Revenue Service. However, even if something happens that changes that status, the AF is still a not-for-profit enterprise.

Does being a Foundation bring additional burdens in how the ADempiere project operates?

Along with being a corporation come some boring niggly details.

The people who have the responsibilities of watching over the Foundation's activities, and keeping them on track and out of trouble, are the AF's Board of Directors. The board consists of nine individuals elected by the Foundation's membership and invested by the membership with the authority to run the Foundation and make tactical and strategic decisions concerning it. (A lot of developers consider that boring and tedious.)

Why are PMC Chairs officers of the corporation?

An officer of the corporation is, by definition, acting on behalf of the corporation. So the oversight that the AF requires is occurring (oversight is not embodied in the Board, but the AF as a whole; the Board is just the main driver of corporate affairs).

And since the officer is acting on behalf of the corporation, there is no personal liability -- standard corporate assumption of liability occurs. If the officer was *not* acting in accordance with their stated role, then yes: they would be personally liable.

Since the AF is assuming liability, that is where our cash hoard comes in, in case of problems.

In addition, officers and members are further indemnified in accordance with our bylaws (meaning we also take care of their legal expenses if sued due to their role's actions).

In essence, PMC chairs must be officers because the board can only delegate things to employees or officers. It is impossible to delegate authority to someone who has no authority.

What about legal liability for committers, PMC members, AF members, officers and directors?

The last three are covered by section 12.1 of the Bylaws (but committers and PMC members are not obviously discussed).

Who are the members of the AF?

The current list of AF members may be found at:

Who owns the ADempiere code?

All software developed within the Foundation belongs to the AF, and therefore the members. The members own the code and the direction of it and the Foundation. Committers get a shot at working on the code; good committers become members and thus get a piece of the ownership of the software and the direction.

Commit access is a privilege, not a right, and is based on trust.

How do I join the AF?

The ADempiere Foundation is a meritocracy, which means that in order to become a member you must first be actively contributing to one or more of the Foundation's collaborative projects. New candidates for membership are nominated by an existing member and then put to vote; a majority of the existing membership must approve a candidate in order to the candidate to be accepted.

Is it true that some companies are part of ADempiere?

No.

The membership of the AF is composed of individuals, not companies. The members have a legal stake in the AF.

This does not mean that individuals that work at a company cannot contribute to ADempiere, quite the contrary. We have a specific extra CLA to assure that individuals can clearly contribute to the AF during "work time".

It is also expected that the members are acting solely on behalf of the AF when wearing their AF hats, regardless of their employer. See further discussion about individuals and hats.

What are the AF projects?

The current list of projects operating under the auspices of the ADempiere Foundation can be found at:

How does the AF help its projects?

As a corporate entity, the ADempiere Foundation is able to be a party to contracts, such as for technical services or guarantee-bonds for conferences. It can also accept donations on behalf of its projects, clarifying the associated tax issues, and create additional self-funded services via community-building activities.

In addition, the Foundation provides a framework for limiting the legal exposure of individual volunteers while they work on behalf of one of the AF projects. In the past, these volunteers have been personally vulnerable to lawsuits, whether legitimate or frivolous, which impaired many activities that might have significantly improved contributions to the projects and benefited our users.

How can I contribute to the AF and its projects?

There are many ways you can make a valuable contribution to the Foundation.

How can I donate money to the AF?

Instructions for donating money can be found on our contributing page.

Are donations to the AF tax-deductible?

The tax status of the AF is discussed on our contributing page.

I am considering starting an ADempiere extension project, can you help?

Send proposals to the ADempiere Incubator

We are an active open-source software project with a synergistic relationship with ADempiere, can you help?

Send proposals to the ADempiere Incubator

What is ADempiere about?

Transparancy, consensus, non-affiliation, respect for fellow developers, and meritocracy, in no specific order.

What is ADempiere not about?

To flame someone to shreds, to make code decisions on IRC, to demand someone else to fix your bugs.