PASS: The Legal Stuff
- by Bill Graziano
I wanted to give a little background on the legal status of PASS. The Professional Association for SQL Server (PASS) is an American corporation chartered in the state of Illinois. In America a corporation has to be chartered in a particular state. It has to abide by the laws of that state and potentially pay taxes to that state. Our bylaws and actions have to comply with Illinois state law and United States law. We maintain a mailing address in Chicago, Illinois but our headquarters is currently in Vancouver, Canada. We have roughly a dozen people that work in our Vancouver headquarters and 4-5 more that work remotely on various projects. These aren’t employees of PASS. They are employed by a management company that we hire to run the day to day operations of the organization. I’ll have more on this arrangement in a future post. PASS is a non-profit corporation. The term non-profit and not-for-profit are used interchangeably. In a for-profit corporation (or LLC) there are owners that are entitled to the profits of a company. In a non-profit there are no owners. As a non-profit, all the money earned by the organization must be retained or spent. There is no money that flows out to shareholders, owners or the board of directors. Any money not spent in furtherance of our mission is retained as financial reserves. Many non-profits apply for tax exempt status. Being tax exempt means that an organization doesn’t pay taxes on its profits. There are a variety of laws governing who can be tax exempt in the United States. There are many professional associations that are tax exempt however PASS isn’t tax exempt. Because our mission revolves around the software of a single company we aren’t eligible for tax exempt status. PASS was founded in the late 1990’s by Microsoft and Platinum Technologies. Platinum was later purchased by Computer Associates. As the founding partners Microsoft and CA each have two seats on the Board of Directors. The other six directors and three officers are elected as specified in our bylaws. As a non-profit, our bylaws layout our governing practices. They must conform to Illinois and United States law. These bylaws specify that PASS is governed by a Board of Directors elected by the membership with two members each from Microsoft and CA. You can find our bylaws as well as a proposed update to them on the governance page of the PASS web site. The last point that I’d like to make is that PASS is completely self-funded. All of our $4 million in revenue comes from conference registrations, sponsorships and advertising. We don’t receive any money from anyone outside those channels. While we work closely with Microsoft we are independent of them and only derive a very small percentage of our revenue from them.
