A guarantee of OAPEN’s independence: we cannot be sold or acquired 

We’ve just published the 2022 stakeholder report for OAPEN (which is a Dutch stichting, or foundation). The financial section of this report is based on the annual accounts for 2022 which have been audited by a registered accountant specialised in Dutch law.

There are two key elements to extract from the annual accounts. Firstly, OAPEN made a surplus of €103,000 and secondly, the OAPEN Board decided to allocate €100,000 of the surplus to a contingency fund. Both elements are in line with the Principles for Open Scholarly Infrastructure (POSI). One principle says: “It is not enough to merely survive, it [the infrastructure] has to be able to adapt and change.” For 2022 the OAPEN Board then decided to follow the principle stating that: “a high priority should be generating a contingency fund that can support a complete, orderly wind down” by adding to its contingency fund most of the surplus, namely €100,000.  Learn more about our POSI self-audit for OAPEN and DOAB.

If OAPEN again manages to create a surplus in 2023, the Board will again have to decide how to make best use of the surplus. The contingency fund is not yet complete, but other investments could also be considered. However, the important point is that any surplus that OAPEN will generate will always be re-invested in OAPEN. This money cannot leave the organisation but can only be used to pursue the mission and the objectives of OAPEN. This follows the Dutch law for foundations.  

You may already be familiar with the American concept of a 501(c) organisation, which is a type of nonprofit organisation that is exempt from some federal income taxes. A Dutch foundation goes much further – it is an autonomous corporate vehicle that has full legal personality. Its main aim is to benefit the foundation’s mission or purpose, and not to create a profit for the founders.  

A Dutch foundation is an independent legal structure, is represented by a Board of Directors (which can be in the form of a Managing Director and a Supervisory Board as is the case for OAPEN), and is not controlled by shareholders, partners, or members. Furthermore, we are a not-for-profit rather than a non-profit because if we operate successfully we may well make a profit (termed a surplus because we are not a commercial organisation), which is then reinvested in our activities. 

A foundation cannot be sold or taken over. This means that OAPEN is guaranteed to remain independent. A foundation can only be dissolved by a decision of the Board. Any credit balance of the dissolved foundation must be used in line with the objectives of the foundation. 

The Articles of Association of a foundation specify: 

  • Its name, including the word stichting
  • Its purpose or mission 
  • Procedures for appointing and removing officers 
  • Location 
  • Decision-making procedures 
  • Procedures and payments in the event of dissolution 

Learn more about the OAPEN Articles of Association, OAPEN Bylaws (Managing Director), OAPEN Bylaws (Supervisory Board), and how a stichting works.  

Niels Stern & Laura J. Wilkinson

Laura J. Wilkinson

ORCID iD: https://orcid.org/0000-0002-8922-7839

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OAPEN & DOAB POSI self-audit

It is with great pleasure and sense of achievement that we share with you today our POSI self-audit for OAPEN & DOAB (download OAPEN & DOAB POSI self-audit PDF).

As you may know, OAPEN and DOAB are separate but interconnected infrastructures for open access books, governed by the OAPEN Foundation and DOAB Foundation respectively. In practice, our small team of nine people works with both systems on a daily basis. But since the two organisations have different governance, we’ve carried out a self-audit for each. We hope you agree that seeing the two self-audits side-by-side helps to compare and contrast the ways they operate.

Update: learn more about OAPEN’s governance structure and why we can’t be sold or acquired.

Our POSI self-audit process

Like the world of research in which our work is immersed, we started this project by reading everything we could about POSI and the self-audits already undertaken by other organisations (the POSI Posse).

We did the first draft which was then shared internally for comments and discussion with colleagues, and then we took the document to our official governing bodies (OAPEN Board of Directors and DOAB Supervisory Board) for their views and feedback.

What did we learn?

POSI obliged us to take a good look at our practices, and address areas where we had fallen short. In some cases, we had good intentions, but as these weren’t documented anywhere, we couldn’t cite them. In others, we needed to tidy up our procedures. Some of these changes could be made immediately, while others will take a while longer. We documented these aspects in the “Next steps” column of our self-audit.

Some of the matters which gave us pause included:

Governance > Non-discriminatory membership

Is OAPEN a membership organisation? This became the subject of some debate, as we speak of publishers “joining” OAPEN. However, a publisher entering into a service agreement with OAPEN does not “buy” them a special voice or role in our governance. Our terminology for libraries is clearer, as we call them “supporters”. This has sparked efforts to improve our language to make it clear that there is no relationship between payments of any sort and governance roles.

Governance > Transparent operations

This part of the self-audit made us realise that we could improve by making more prominent on our website the OAPEN Bylaws and Articles of Association, and DOAB Articles of Association and Terms of Reference for the DOAB Scientific Committee. It was nice to be able to have this as a quick win!

Governance > Cannot lobby

At the heart of the matter is the difference between lobbying and advocacy, and whether an infrastructure should engage in such matters. We believe that any mission-driven organisation is going to have reasons to promote particular issues or approaches. For example, part of the mission of both OAPEN and DOAB is to promote open access to books. Could the Oxford English Dictionary help us?

  • Lobby, v. To influence (members of a house of legislature) in the exercise of their legislative functions by frequenting the lobby. Also, to procure the passing of (a measure) through Congress by means of such influence.
  • Advocate, v. To act as an advocate for; to support, recommend, or speak in favour of (a person or thing).

We debated the reasoning behind this element of POSI, and we also asked one of the three POSI authors, Cameron Neylon, about it. He replied: 

“The point is not to advocate or seek regulatory enclosure. For instance, advocating that OAPEN membership be required for a funder to provide BPC funding would fall within the intended scope here. Generally we felt that communities should advocate, infrastructures should support implementation. Obviously missions do involve goals and speaking to them but the argument was that lobbying in the sense of seeking regulations that benefit the infrastructure would be a red flag.”

Cameron Neylon, via email

Having also discussed this with members of the POSI Posse, we learned many of them have interpreted this Principle in the political and financial sense; that infrastructure organisations should not seek to influence legislation or regulation.

It is perhaps useful to remember that we advocate in support of our mission, a mission that is shared by many in the scholarly communications community. This is therefore a goal which is of benefit to the community in general, as compared with lobbying in the narrow interest of shareholders. This ties in well with the Principle of “formal incentives to fulfil mission & wind down” – if we no longer have the support of the community, we will take steps for an orderly wind-down, rather than continuing to exist for our own sake as a company might do.

Governance > Living will

We suddenly became aware of what it really means to have a handover plan. In our publisher agreement, it is noted that if the OAPEN Library ceases to exist, the rights granted to the OAPEN Foundation under this agreement may be transferred to the KoninklijkeBibliotheek Nederland [KB, National Library of the Netherlands, where the OAPEN office is based] exclusively for purposes of depositing the Publications in the KoninklijkeBibliotheek. Although there has long been this arrangement, we’ve never actually developed a documented process that would help the KB to put this into practice. This has spurred us to investigate how to develop such a plan.

Sustainability > Goal to generate surplus

As a not-for-profit organisation, we still have a goal to generate financial surplus. However, the surplus never leaves the organisation, it is always re-invested. The surplus is used for different things, such as building our contingency fund, new technical developments, and upgrading our existing technical infrastructures; as well as employing new colleagues to support our expanding operations and increased engagement with the community. OAPEN and DOAB have been considerably under-staffed for years, and it has long been an explicit goal to create surplus to enable us to hire more people, thus ensuring a resilient and dynamic organisation.

Sustainability > Goal to create a contingency fund to support operations for 12 months

OAPEN follows this principle by setting aside surplus revenue each year to build its contingency fund. The exact size of the contingency fund should be established by the OAPEN Board on a yearly basis. The contingency fund should cover at least 12 months of operational costs for OAPEN. At the time of doing the self-audit, OAPEN is still building its contingency fund.

Insurance > Open data

But of course our websites are openly licenced! Oh, wait… we need to state this clearly. We took action and updated both the OAPEN website and DOAB website, and OAPEN Library and DOAB Directory with CC BY 4.0 licence details. Et n’oublions pas que le site de DOAB est également disponible en français, donc il faudrait aussi le mettre à jour.

How we will follow up

Our aim for the POSI self-audit is that it will be a living document that will accompany our existing strategic plans and updates for both organisations. We plan to review our self-audit every few years to ensure it stays accurate. Meanwhile, it performs the essential everyday task of providing you, the scholarly community, with our public commitment to POSI and allowing you to question, challenge, or even encourage us on any of its aspects. We look forward to hearing from you at info@oapen.org!

Niels Stern & Laura J. Wilkinson

Laura J. Wilkinson

ORCID iD: https://orcid.org/0000-0002-8922-7839

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