501(c)(3) Additional Information

Part IV: Narrative Description of Your Activities

The Organization for Transformative Works (OTW) was established to serve the interests of fans of various types of popular culture by providing access to and preserving the history of transformative works and fan culture in its myriad forms.

Transformative works (“fanworks”) are creative works about characters or settings created by fans of the original source material. They include but are not limited to fan fiction, fan videos, and graphics. The OTW was created to advocate for a future in which these fanworks are recognized as legal and transformative, and accepted as legitimate creative activity.

The OTW is committed to enabling fan writers, artists, and vidders (creators of fan-made music videos, or “vids”) to share and theorize about their fanworks via the development and implementation of open-source, web-based tools. We will provide free access to technology created specifically to preserve the unique history, texts and art of media fandom, which will in turn facilitate new approaches to the analysis of this predominantly female and highly technological subculture. In addition, we seek to provide an alternative to the encroaching efforts of corporate interests seeking to commodify and profit from fanworks produced within the community, and thus preserve the community’s “gift economy” and its traditional social and learning networks.

The majority of our activities will take place online and be available to anyone around the world.
These activities are further described and will be available through the OTW website, https://www.transformativeworks.org/.

The OTW’s activities:

1. Database and archive development: Developing an open-source software package that will enable fans to easily build online archives of fanworks. This software will be made publicly available and licensed under the GPL (GNU Public License, see http://www.gnu.org/copyleft/gpl.html) or equivalent, and will be developed through the collaborative efforts of volunteers from fandom communities. As proof of concept, the OTW will use this software itself to provide a permanent, free central repository for fanworks at http://www.archiveofourown.org.

Who conducts the activity: Programming is being carried out by volunteers from within the fan community.

When: Design began in November 2007. Design and programming continues on an ongoing basis. User testing is scheduled to begin in early 2008, with a demonstration version available in summer 2008.

Where: Volunteers are located throughout the US and internationally, and coordinate their efforts online.

How the activity furthers the OTW’s exempt purposes: The software will enable the long-term preservation of and access to fanworks. In addition, the project will provide much-needed mentorship to programmers within fandom and empower fans to build additional tools by spreading basic programming knowledge throughout the community.

Percentage of total time allocated: Initial programming time will be substantial. Thus, though the allocation may change over time, the software archive project currently accounts for 55% of the OTW’s time. Once the initial programming is complete, we expect that maintenance activities will account for 40% of the organization’s time.

How funded: General funds from donations.

2. Legal assistance and education: We have established a consulting relationship with other groups such as the Electronic Frontier Foundation and the Fair Use Project at Stanford Law School to raise awareness of fanworks and defend them from legal challenge. We are preparing educational materials about the relationship between fanworks and intellectual property law. We have also begun to offer support for fans who are approached by the media, including advice on how to respond to media requests related to fanworks and fan culture.

Who conducts the activity: OTW board members and volunteers with legal and public relations experience.

When: On an as-needed basis.

Where: Volunteers coordinate online from locations throughout the US.

How the activity furthers the OTW’s exempt purposes: The OTW believes that fanworks are legitimate under current intellectual property law, and its educational efforts will contribute to public understanding of current intellectual property issues. Its legal consultations will enable fans to defend themselves against overreaching claims by intellectual property owners. Its media assistance will help fans situate their creative activities in the larger context of fanworks.

Percentage of total time allocated: The allocation may change over time as we finalize our educational materials. Currently, these activities account for 10% of the OTW’s time.

How funded: General funds from donations.

3. Journal: We have begun an on-line academic journal, Transformative Works and Cultures, to solicit and publish articles written by media fans who are also academics engaged in media and cultural studies. An editorial statement from the journal website is attached.

Who conducts the activity: The journal board is composed of members with strong academic and fan credentials, as noted at http://journal.transformativeworks.org/index.php/twc/about/editorialTeam (attached). The editors are Karen Hellekson and Kristina Busse. Review editors are Cynthia W. Walker (St. Peter’s College), Mafalda Stasi (Pierre et Marie Curie University Paris VI, France), and Deborah Kaplan (Tufts University). Symposium editors are Cole J. Banning (New York University), Alexis Lothian, (University of Southern California) and Julie Levin Russo (Brown University). The journal will solicit submissions from anyone with an interest in the topics it covers.

When: The Call for Papers will go out in February 2008, and the first issue is scheduled to come out in fall 2008.

Where: Solicitation and editing will be coordinated online and carried out by volunteers throughout the US and internationally.

How the activity furthers the OTW’s exempt purposes: The journal will provide a publishing outlet that welcomes fan-related topics and promote dialogue between the academic community and the fan community.

Percentage of total time allocated: We currently estimate that the journal project will account for 20% of the OTW’s time.

How funded: General funds from donations.

4. Wiki: We will preserve the history of media fandom by developing a wiki (a user-edited online database) to chronicle media fandom’s forty-year history of media interventions.

Who conducts the activity: Volunteers from within the fan community began developing the framework for a wiki in December 2007. Once it is operational, anyone will be able to contribute to it.

When: Development is currently underway. The wiki will likely launch after the archive and the academic journal.

Where: Volunteers are located throughout the US and internationally, and are coordinated online.

How the activity furthers the OTW’s exempt purposes: The wiki will help document the history and ongoing vitality of fan creations, and the ability of anyone to edit it will empower fans to describe themselves in their own words.

Percentage of total time allocated: Planning for the wiki project currently accounts for 10% of the OTW’s time.

How funded: General funds from donations.

4. Oral history preservation: We are in the process of creating and hosting an oral history of the practice of vidding that will include interviews, information about the technologies related to vidding, and the preservation of early vidding efforts.

Who conducts the activity: Francesca Coppa will be heading the volunteers who will conduct interviews and curate the resulting materials.

When: Some interviews have already been scheduled for the early months of 2008; others will take place on an ongoing basis.

Where: The interviews may take place online, via methods such as Skype internet telephony, or at any place vidders are present, including the yearly conference VividCon, held in Chicago. The resulting materials will be made available online.

How the activity furthers the OTW’s exempt purposes: Recording and preserving the history of vidding is an important part of establishing the legitimacy, cultural relevance, and technological significance of fanworks by women. Vids are one of the least-studied types of fanworks, and one their history is often lost in discussions of innovative uses of technology by “ordinary” users.

Percentage of total time allocated: Currently, this project accounts for 5% of the OTW’s time.

How funded: General funds from donations. We may also seek specific grants for this purpose.

Part V, line 1a
In addition to the listed directors:

Michele Tepper
Title: Director
Compensation: None

Cathy Cupitt
Title: Director
Compensation: None

KellyAnn Bessa
Title: Director
Compensation: None

Part V, line 3a

Naomi Novik

Qualifications: Naomi Novik is the New York Times-bestselling author of the award-winning Temeraire historical fantasy series, which has been translated into twenty-three languages and optioned as a film by director Peter Jackson. Previously, she helped start up Juno Online Services. She created the open-source Automated Archive software used by many fan fiction archives.

Average Hours Worked: 30/week during startup; 10/week ongoing.

Duties: Chair of the Board. Duties include setting agenda for board meetings, responding to media inquiries, and overseeing the Accessibility, Design & Technology committee, which has primary responsibility for programming software.

Francesca Coppa

Qualifications: Francesca Coppa is director of film studies and associate professor of English at Muhlenberg College, where she teaches courses in dramatic literature, popular fiction, and mass media storytelling. Her writings on media fandom have been included in Fan Fiction and Fan Communities in the Age of the Internet (Karen Hellekson & Kristina Busse eds., McFarland 2006) and presented at MIT’s Media in Transition conference.

Average Hours Worked: 20/week.

Duties: Secretary of the Board. Duties include: keeping general minutes and records; fostering cross-organizational communication. Currently serving as Board liaison to the Community Relations, Volunteers, Wiki, and Journal committees. Closely overseeing the creation of the wiki and the academic journal Transformative Works and Cultures. Additional projects include: creating an oral history of vidding; making a film on vidding for as part of MIT’s series of educational films on remix culture; supervising the acquisition of the “Foresmutters Archive” (a historical collection of early Star Trek fiction) as the first of the OTW’s fiction rescue projects.

Susan Gibel

Qualifications: Susan Gibel is a senior manager with the Center for Effective Public Policy, Inc., a nonprofit organization founded to assist other agencies in developing and implementing sound public policy. Her work there is focused on national training and technical assistance initiatives related to domestic violence and offender reentry. She holds a law degree from the University of Minnesota.

Average Hours Worked: 10/week

Duties: Board member and Chair of the Financial Committee. As chair of the Financial committee, responsible for overseeing all of the organization’s financial matters, including the management of the organization’s financial resources, timely filing of tax returns, and the production of the organization’s annual financial report.

Rebecca Tushnet

Qualifications: Rebecca Tushnet is a professor at the Georgetown University Law Center. She clerked for Associate Justice David H. Souter on the Supreme Court. She has advised and represented several fanfiction Web sites in disputes with copyright and trademark owners.

Average Hours Worked: 7/week

Duties: Chair of the Legal committee; responsible for legal work relating to incorporation, legal questions relating to fan works, outreach to other nonprofit organizations, and copyright policies for the academic journal; chair of the archive content policy committee.

Michele Tepper

Qualifications: Michele Tepper is an interaction designer and usability expert who helps companies create memorable and successful software, Web sites, and digital devices. She has published influential essays about online community and social software, and she is the former Web producer for Lingua Franca magazine.

Average Hours Worked: 10-15/week

Duties: Design lead for the Accessibility, Design & Technology committee; responsible for creating information architecture and interaction design for the Archive of Our Own, providing usability and design guidance for all OTW projects, and acting as liaison with the Systems committee.

Cathy Cupitt

Qualifications: Cathy Cupitt teaches writing and Shakespeare at the University of Western Australia and has a doctorate in creative arts from Curtin University of Technology. Her fiction has appeared in Australian magazines such as Westerly and Borderlands, and in 1997 she won the US$20,000 first prize in Hyundai’s 20th Anniversary World-wide Essay Contest. She was a co-convenor of Australia’s 2001 national science fiction convention.

Average Hours Worked: 10-12/week

Duties: Attend board meetings; chair outreach meetings and administering the resulting decisions; liason with Elections, Public Relations, and Wiki committees; project management.

KellyAnn Bessa

Qualifications: KellyAnn Bessa has a BS in Management from Cardinal Stritch University, and currently works as a human resources consultant for an investment firm.

Average Hours Worked: 20/week

Duties: Oversees the work of the Volunteers committee members, creates and manages policy documentation for future committees, and attends weekly Board meetings.

Part V, Line 5a

Conflict of Interest Policy
(adopted by unanimous vote of the Board, October 13, 2007)

Plain-language summary: If you have any kind of financial interest in a decision being made by the organization, where you have some power to affect that decision, you need to tell the other people making the decision, and then step out of the conversation while the potential conflict of interest is being discussed. The other people making the decision will research the options to see if there is a better one available.

Article I

The purpose of the conflict of interest policy is to protect this tax-exempt organization’s (Organization) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Article II

1. Interested Person
Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

2. Financial Interest
A person has a financial interest if the person has, directly or indirectly, through business or investment:
a. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,
b. A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or
c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.

“Indirectly” means through immediate family, which includes a spouse, domestic partner, brother, sister, parent, child, or in-law. Thus, the person’s own business and investment interests and those of her immediate family are considered in determining financial interest.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

Article III

1. Duty to Disclose
In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

2. Determining Whether a Conflict of Interest Exists
After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.

3. Procedures for Addressing the Conflict of Interest
a. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
b. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
c. After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.

4. Violations of the Conflicts of Interest Policy
a. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
b. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Article IV
Records of Proceedings

The minutes of the governing board and all committees with board delegated powers shall contain:
a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Article V

[Note: at present the Organization does not pay compensation to board or committee members, and it does not contemplate doing so. These provisions will apply if the Organization later adopts a compensation policy.]

a. A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
b. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
c. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

Article VI
Annual Statements

Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:
a. Has received a copy of the conflicts of interest policy,
b. Has read and understands the policy,
c. Has agreed to comply with the policy, and
d. Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

Article VII
Periodic Reviews

To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
a. [If the Organization offers compensation and benefits] Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

Article VIII
Use of Outside Experts

When conducting the periodic reviews as provided for in Article VII, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.

Part VI: The OTW plans to provide the following goods and services to the public:

* an open-source software package, developed by volunteers and licensed under the GPL (GNU Public License), that will enable fans to easily build archives of fanworks;

* a permanent central repository for fanworks under the umbrella of the OTW, using the open-source software package above and providing various social-networking tools to its users;

* legal support and education to protect and defend fanworks from commercial exploitation and legal challenge;

* an on-line, peer-reviewed academic journal, committed to publishing high-quality academic research as a way to document and analyze fan histories, cultures, and artifacts;

* a wiki to record and preserve the forty-year history of media fandom; and

* an oral history of the practice of vidding that will include interviews, information about the technologies related to vidding, and the preservation of early vidding efforts.

Part VIII, line 2b: Attempts to influence legislation are not a substantial part of our activities. To date, we have spent no money on attempts to influence legislation. We do plan to prepare and
distribute educational materials about intellectual property law and otherwise consider public policy issues related to fanworks in an educational manner.

Part VIII, line 4a: Describe each fundraising program (email, personal solicitation, website solicitation, phone solicitations, foundation grant applications)

The OTW’s fundraising will consist of online solicitations (for one-time donations and for sustaining monthly contributions), fundraising gatherings (house parties) in a
variety of cities, the courting of major donors in-person and potentially by phone, and grant applications.

* Online solicitations: We anticipate making regular solicitations within the media fan community which the OTW serves via targeted e-mailings and equivalent announcements on social networking sites where media fans create community (such as livejournal.com). We expect a substantial portion of our operating costs to be derived from contributions from the members of this community: some via one-time donations, and some via small sustaining contributions. We will also make it possible for people to donate to the OTW via secure channels on our website. Initially, the minimum contribution required for membership in the OTW will be $10/year. The board will endeavor to keep this amount as low as possible, but may adjust it as necessary.

* Fundraising gatherings: Anyone interested in supporting the OTW will be invited to host a house party for the local media fan community. Although the “door cost” will remain relatively low (the minimum contribution will likely be in the neighborhood of $20) we hope that many members will give generously.

* Donor courting: Our membership/development committee will identify major donors within our community, and as appropriate we will contact those potential donors and encourage them to give sustaining gifts to the organization.

* Phone solicitations: We have no plans for general phone campaigns at this time, but we may make calls to targeted donors or potential donors as part of our donor courting.

* Grant applications: We hope to secure grants from foundations which support media literacy, the literary arts, and female culture. Although we anticipate that we will be able to support our basic operating costs based on community support alone, grants would enable us to expand our programs comfortably while remaining volunteer-run.

Part VIII, line 4d: Fundraising will largely be carried out online. We have had one house party in New York City, New York, in October 2007, and presently contemplate having another in Chicago, Illinois, sometime in mid-2008. We conduct all our own fundraising for ourselves.

Part VIII, line 10: The organization will create open source software and sponsor a peer-reviewed academic journal, which will be licensed via Creative Commons noncommercial licenses. These will be distributed via the organization’s website. The OTW will not have any ownership interest in the contents of the archive, which will host user-supplied content. No fees will be charged for use of the archive, the archive software, wiki, or other services, except that the journal may decide to charge for commercial, noneducational uses of journal articles that exceed the scope of the Creative Commons license; if so, it will charge rates that are standard within the journal publishing industry. Other intellectual property created on behalf of the organization will be owned by the organization, including any trademarks, patents, or trade secrets. The OTW does not contemplate licensing trademarks, patents, or trade secrets.

Part VIII, line 12b: We are not targeting any particular country. The majority of our services will be available online, and thus accessible to any person around the world.

Part VIII, line 12c: Our online services will be the same wherever they are accessed, unless we are required by law to restrict services.

Part VIII, line 12d: Our online services will serve our exempt purposes by aiding fans and preserving fanworks in a broadly accessible online format.

Part IX, line 14: Includes $600 for donor software as a one time, non-reoccurring expense.

Part IX, line 22: Anticipated expenses for accounting: accountant, auditor, and tax preparation. We are presently seeking the services of a volunteer accountant, but we expect that we may have to pay for these services.

Part IX, line 23: itemized list of expenses

Expenses Current tax year: 09/05/07 to 12/31/07 Succeeding year: 01/01/08 to 12/31/08 Succeeding year: 01/01/09 to 12/31/09
Campfire chat hosting system 72 288 288
Basecamp project management system 122 588 588
Rimuhosting server hosting 123 744 744
Browsercam application used to verify website accessibility and functionality 100 600 600
Sagefire online accounting 20 0 0
501(c)(3) application fee 750 0 0
D&O insurance 1000 1000 1000
General liability insurance 500 500 500
Printing 1550 1550
Paypal fees 50 160 160
Public Relations materials 950 950
Public Relations advertising 640 640
Shipping 220 220
Bank fees 75 300 300
TOTAL 2812 7540 7540

Organization for Transformative Works, Inc.                                           EIN 38 – 3765024