How Miro profits from the foundation

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How Miro profits from the foundation

Post by keymaster » Fri Aug 19, 2005 5:24 pm

Clearly there are people who suspect Miro is trying to turn Mambo's reputation into cash.

But how does this work?

How can they convert that control into money?  How do you make profit from a non-profit foundation?

Are the following ways legal?

- having the foundation pay Miro consulting fees? 
- paying Miro's advertising expenses?
- paying Miro hosting and support fees?

What other ways can Miro profit from the foundation?

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Re: How Miro profits from the foundation

Post by keliix06 » Fri Aug 19, 2005 6:04 pm

The regents or directors can be paid for their work. Miro also benefits directly from the popularity of Mambo because it gets more exposure. It can certainly hire Miro for consultation work. It's cant directly pay any of Miro's expenses though.
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Re: How Miro profits from the foundation

Post by unity » Fri Aug 19, 2005 6:19 pm

But it can buy its hosting, support etc from Miro.

The obvious moneyspinner for Miro is Mambo Foundation does the software, Miro provides the tech support under support contracts to end users.

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Re: How Miro profits from the foundation

Post by Elpie » Mon Aug 22, 2005 4:23 pm

The Foundation can pay all legitimate expenses, fees and salaries.  Anything left over has to go back into developing the "business".
They can even send representatives on wonderful holidays trips to trade expos etc and its a legitimate expense.
Where it starts getting murky and hard for members of the Foundation to follow (let alone the wider community), is where Miro fits in with all of this.

The Mambo Foundation is non-profit - fair enough.  Miro has two members on the Board with an unknown number of voting rights.
Miro hosts the Mambo Foundation site, the mamboforge and mamboservers forums.  At what cost?
Mambo Communities Pty Ltd (formed June 2005) apparently manages the  mamboforge and mamboservers forums.
So, does the Foundation pay Mambo Communities a management fee as well as paying Miro for hosting?
Do these companies have common directors, and if so, are these directors each paid by each company? Are they also on the Foundation?
Does Miro have any qualms about possible conflicts of interest?
Now, add into the mix the Mambo Site Server Pty Ltd (which I am only presuming to be owned by the same people that own Miro) and who knows how many other legal entities, and the whole picture becomes very cloudy indeed.

If anyone feels flush with money and wants to check out who the directors are of each of these companies, and whether there are any other companies involved, it could make for some interesting reading.

I would be interested in knowing if Miro Proprietory Ltd was related as well (it is in liquidation at the moment).
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Re: How Miro profits from the foundation

Post by xperis » Mon Aug 22, 2005 7:21 pm

I didn't realize Mambo is making so many people rich.  I guess even with free software you make it up in volume 0*1,000,000= ????

BTW Miro just transfered Mambo copyright to foundation.  I am still not sure I see Miro as the "evil" robber baron in this.  Just another point of view some don't want to listen to.

CNET got a "No Comment" from the Core team while covering the case.  I can smell the work of Attornys.  Nothing like a cone of silence to help communication and understanding.
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Re: How Miro profits from the foundation

Post by alwarren » Tue Aug 23, 2005 4:32 am

unity wrote:... Miro provides the tech support under support contracts to end users.
Which is exactly what Miro was gearing up to do. Anybody remember that?

And as far as silence from the developers being about legal jazz, has anyone considered it's so they don't telegraph their next move? I'm convinced they know what they're doing. I'm also convinced Peter Lamont paid some law firm to have an underpaid paralegal who knew nothing about how open source works prepare boilerplate legal documents that blew up in their face.
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Re: How Miro profits from the foundation

Post by xperis » Tue Aug 23, 2005 2:26 pm

alwarren wrote:
unity wrote:... Miro provides the tech support under support contracts to end users.
Which is exactly what Miro was gearing up to do. Anybody remember that?

And as far as silence from the developers being about legal jazz, has anyone considered it's so they don't telegraph their next move? I'm convinced they know what they're doing. I'm also convinced Peter Lamont paid some law firm to have an underpaid paralegal who knew nothing about how open source works prepare boilerplate legal documents that blew up in their face.
So it is evil to make money helping others use Mambo.. I didn't know that was a crime!  I charge for my time and work to create Mambo sites, and some I do for free.  Are all of use that do work that uses mambo and make money from that work now as evil as Miro?

Whats wrong with Miro being a paid consultancy, if people have dozens of forums they can got to fo free if they want to learn themselves. 

This is part of the problem "Miro want profits, Miro Evil" Sheess!

And yes I think you got it right.  The Foundations papers are boiler plate to get things started, and people who don't read legalese got mad.
I am hoping Robert Castley can get some communication going.
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Re: How Miro profits from the foundation

Post by unity » Tue Aug 23, 2005 3:06 pm

xperis wrote:
alwarren wrote:
unity wrote:... Miro provides the tech support under support contracts to end users.
Which is exactly what Miro was gearing up to do. Anybody remember that?

And as far as silence from the developers being about legal jazz, has anyone considered it's so they don't telegraph their next move? I'm convinced they know what they're doing. I'm also convinced Peter Lamont paid some law firm to have an underpaid paralegal who knew nothing about how open source works prepare boilerplate legal documents that blew up in their face.
So it is evil to make money helping others use Mambo.. I didn't know that was a crime!  I charge for my time and work to create Mambo sites, and some I do for free.  Are all of use that do work that uses mambo and make money from that work now as evil as Miro?

Whats wrong with Miro being a paid consultancy, if people have dozens of forums they can got to fo free if they want to learn themselves. 

This is part of the problem "Miro want profits, Miro Evil" Sheess!

And yes I think you got it right.  The Foundations papers are boiler plate to get things started, and people who don't read legalese got mad.
I am hoping Robert Castley can get some communication going.

People who can read the legalese, like myself, have got mad - most of the Foundation's governing documents are boilerplate - most such documents are, I know I've been drawing them up for the last six years and always start from a standard model document.

That's how I know that the important things to look at aren't the boilerplate clauses but the clause which deviate from them.

I've posted a couple of times on the issue of voting rights in the Foundation in which board decides who gets how many votes at the time they sign up as a member on a case by case basis and in their absolute discretion - a system which enables Miro to hold 51% of the voting rights at the Annual General Meeting in perpetuity, giving them carte blanche to appoint the Board as they think fit.

Then there's the bits of boilerplate that get removed - in this case the provisions for members to band together to force an extraordinary general meeting, which have been removed from the model leaving the power to call such meeting exclusively in the hands of the Board.

This is no standard Foundation but one constructed after the fashion of a shareholding company with voting points replacing shares and issued at the discretion of the board.

Likewise I've never, ever, seen a non-profit organisation include a power to fine members it deems guility of 'misconduct' - pay $10 to sign up, get fined $500 if you say something the Board don't like? Yeah right.

Then there's the matter of the $1,000 membership fee for 3PDs  - how do you pitch the benefits of paying that kind of money to a commercial 3PD developer when the project is open source and anyone could develop a free GPL'd competitor to your own product.

Easy - you simply close off access to the CVS version for anyone other than a paying 3PD or 'strategic member' - the code is still open source but if you want to be sure that a new realease won't break your products and that you have your updated versions/patches ready for the release day of the new version, will your competitors are drowning in 'I've just upgraded and now it doesn't work' e-mails then that'll be $1,000 a year, please.

That is a major change in the way things have been done for quite some time, where all members of the community have access to the CVS, if they want it, and can contribute to the ongoing development of the system by testing builds and reporting bugs, while 3PD's can stay on top of any changes which affect their work and make sure they're ready, if not for release day then within the week.

What we're talking about here is shutting the community out of development process on new releases if they don't pay for privilege.

One of major plusses about this community is that, by and large, competition does not get in the way of the community - I know it may not always work out exactly like that but the general business ethic in the community is that people get on with things on their merits without bitching at the competition - if you're a commercial 3PD, template designer or provide hosting/support/technical services using Mambo then you don't head for straight for bitchfest terrority when a bit of new competition turns up.

The community's business ethic is that the world's a big enough place and the product's good enough that there's enough business to go around and anyone who wants to work at it is welcome to try to carve out their share.

That's an ethic that the Foundation would have changed substantially by making a 3PD's ability to compete in the open market for related services contingent on their paying up a hefty membership fee to the Foundation - don't pay up and suddenly you're lagging behind the competition and the playing field is no longer a level one.

Let's not forget that this is now a multi award winning piece of software which is starting to attract the attention of the corporate market - in other words we're hitting the point at which for those with the right kind of dedication and business acumen, there will be a very good living to be made out of serving the growing band of business users who're turning to this software for part or all of their web presence.

This may sould a little churlish, but why, if that's the case, would we as a community be happy with Miro suddenly stepping back in and taking control of the whole project, knowing that along the way they would almost certainly use that position to try to cherry-pick the choicest, and most profitable, clients.

Sure you could argue, well, what of it, this was their software to begin with, but that ignores the fact that its the Core Devs and the community that have taken it forward for the last couple of years and put the time and effort into building it up to where it is today so why should any of us simply sit by and let Miro reap the rewards from all this effort.

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Re: How Miro profits from the foundation

Post by xperis » Tue Aug 23, 2005 4:16 pm

Thankyou Unity!!!!!!

That is exactly the kind of information I have been looking for, vs
"trust them" and "Miro sucks"

There are some issues there that are valid, and as you said its in whats missing.

I am not sure all of it worries me as much as you like fees from Devs making money on add-ons.  But I also don't think your concerns hold in them any unreasonable requests.  If Miro is sincere there have to be ways to keep the foundation protected from minor revolts and still allow members power to change the foundation if needed.

So this is what I would like to see:

Someone like youself working with the Core to build a set of lucid requests for changes to Miro the sponsored foundation.  Then see what happens.  If they defend the aspects that prevent any kind of board change etc. we have a very public answer.

That will say a lot. 

However, There will be great costs to the forking the project.  One is it becomes less unique with two simluar projects out there, it will be much harder to win awards like it has been winning.  There will be confusion.  Or people will just know the Mambo name and never learn of this version of the project.

And if Miro has any smarts they know building a new dev team sets them back 6-12 months leaving an opening for this verson to steal the momentum. (That is this groups best chance, aquire some of the former reputation)

Again, thanks for providing some great analysis. 
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Re: How Miro profits from the foundation

Post by ChuckTrukk » Tue Aug 23, 2005 4:54 pm

What makes Mambo profitable? ie what makes Mambo worth the time to use it for the average user? For me, I've looked at a lot of other types of CMS- but Mambos user and developer community are top-notch.

The community-driven / user-driven focus sets Mambo apart. If anyone needs almost anything on their website, the item (such as Flash Menus, DHTML Menus, Community Builder, etc.) is already made. Or some building-blocks are already made for it. And it is very easy to modify and help create more for it.

If the Mambo Foundation is constricting the development of more addons to a select few who pay, then the whole program- and its future- loses its greatest edge, and isn't so profitable for us the average user.

In other words, I am very thankful to OpenSourceMatters for creating this place for all involved to see how both sides pan out. And am very thankful for providing a fork to keep this going.

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Re: How Miro profits from the foundation

Post by xperis » Tue Aug 23, 2005 5:02 pm

ChuckTrukk wrote:
If the Mambo Foundation is constricting the development of more addons to a select few who pay, then the whole program- and its future- loses its greatest edge, and isn't so profitable for us the average user.
I don't have the links but the foundation answered that in a response to 20 questions from a blogger.  Their answer was that the 3rd party Dev fee was meant for commercial developers. Is it spin maybe.. but even an evil plan to profit from Mambo would be stupid to freeze out the great non-commercial add-ons.
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Re: How Miro profits from the foundation

Post by ChuckTrukk » Wed Aug 24, 2005 1:01 am

xperis,

that is very true. But that also means the Foundation only allows 3PD to see the upcoming source and the cvs tree. What this means is all of the components we know and love would be blindsided when the new releases come out. Only the 3PD with their 1000 bucks can be working while Mambo is under development. Right now anyone and everyone can go to the mamboforge CVS tree and check out the upcoming release.

If only 3PD and their 1000 can view this, then Community Builder or 2Shoes Forum or, well, any component or program would have to wait until the official release of the program or beta to test their software on it. So those of us who use these components and modules would either have to wait until our favorites are upgraded (if we want to upgrade also) or get a similar component from the 3PD.

BTW, I am all for 3PD. They are needed as well (and most actually are give A LOT back to the community ala Phil Taylor has given many GPL items as well as Mambo Brothers).

Thats my only worries.
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Re: How Miro profits from the foundation

Post by xperis » Wed Aug 24, 2005 1:13 am

I see both sides.  Free access is a good thing. 

So how would you set it up so that those making money building parts for mambo and charging for them give some back to cover the costs of things like legal protection for the dev ream from idiot lawsuits.

I am not sure the intent was bad the implementation may have problems they weren't thinking about. 

IF it were me I would say if you vuild it for free you get access for free.  If you are selling then the CVS access as a fee to support the program.
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Re: How Miro profits from the foundation

Post by brad » Wed Aug 24, 2005 10:35 am


I have to agree. Why is is ok for the current mambo community to charge for services, products and components but not Miro? It seems a little un balanced to me.
The mambo community or in this case OSM has never charged you or anyone else for anything. We let you use a free product to make money for you (not us).

BTW If you want to visit Miro they are only an hr or so away from you.. they have a commercial product that you can buy and also add-on support. Perhaps you would feel 'safer' with an arrangement like that. I am sure that you will also be able to pay them to write a component/module for you... the choice is yours.
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Re: How Miro profits from the foundation

Post by Vimes » Wed Aug 24, 2005 11:14 am

xperis wrote: I see both sides.  Free access is a good thing. 

So how would you set it up so that those making money building parts for mambo and charging for them give some back to cover the costs of things like legal protection for the dev ream from idiot lawsuits.
Have you any idea how long it takes to dev some of these components?
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How OSM will gain momentum

Post by humaneasy » Wed Aug 24, 2005 12:07 pm

This problem already happened -- in a similar way -- to two other projects I worked with: Zen Cart (osCommerce) and PostNuke (phpNuke) so it is not so extraordinary.

The extraordinary factor is that the copyright owner let the software to the community to develop for years and now they want it back; so it turns this is not a team split due to disagrements on code development startegics (like the others) but something very diferent. a disagrement on project management definitions.

So the issue now is how can OSM gain something with this split?

I have a few little ideas:
  • Unlike others I think that trying to keep the Mambo trademark or a very similar one is a must. There is already a brand name recognition to preserve and a costumer base that shouldn't panic with this change;
  • Releasing ASAP the so long waited 4.5.3 before Miro do it, and using this to promote a new name and all the issue; mainly the fact that the mambo Team is ALL in this new project
The merits of the new project will speak for itself.
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Re: How Miro profits from the foundation

Post by absalom » Wed Aug 24, 2005 1:05 pm

This may sound like a really dumb question, but where's the Constitution for MF ?

According to Consumer Affairs Victoria, a Foundation should have one..
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Re: How Miro profits from the foundation

Post by unity » Wed Aug 24, 2005 2:09 pm

Is the Foundation's rules on their website.

It may seem confusing but terms like constitution, articles of incorporation and rules of association are more or less interchangable in common use.

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Re: How Miro profits from the foundation

Post by absalom » Thu Aug 25, 2005 12:14 am

Which presents a problem, as Consumer Affairs has told me to check over the Consitution for the laws and regulations that talk about voting rights, etc.. and none of the documentation publically available explains this.

CAV have recommended I look over the documentation with a solicitor (which puts me in the same boat as the core team)..
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Re: How Miro profits from the foundation

Post by alwarren » Thu Aug 25, 2005 12:34 am

Tell them you want photocopies of the original documents. I think you have that right don't you?
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Re: How Miro profits from the foundation

Post by absalom » Thu Aug 25, 2005 1:18 am

alwarren wrote: Tell them you want photocopies of the original documents. I think you have that right don't you?
I have that right. Whether they come to the party is another matter entirely.. :-\
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