Big Nerd Idea Foundation¶
bignerdidea.org · Non-profit 501(c)(3) forming
Big Nerd Idea Foundation is a forming public charity whose mission is to advance the public good by developing free, open-source software, hardware integration frameworks, architecture guidelines, and developer tooling — providing the open ecosystem that empowers builders, partner organizations, and the communities they serve.
Description¶
The Foundation owns and publishes the open ecosystem that BNI LLC and the broader developer community build on:
- Open-source software — libraries, frameworks, and platforms released under MIT, Apache 2.0, or AGPL
- Hardware integration frameworks — open specs and reference architectures for IoT and smart home devices
- Architecture guidelines — documented patterns for privacy-first, offline-resilient, accessible systems
- Developer APIs and documentation — public APIs, SDKs, and comprehensive documentation
The Foundation holds the IP, maintains public repositories, applies for grants, and accepts tax-deductible donations. It does not distribute profits to founders or board members.
Legal Structure¶
| Field | Detail |
|---|---|
| Entity type | Non-profit corporation, 501(c)(3) public charity |
| Founders | Kevin Crump, Corey Zinn |
| Website | bignerdidea.org |
| Interim fiscal host | Open Collective (~5% fee; enables tax-deductible donations before 501(c)(3) approval) |
| IRS filing | Form 1023-EZ (if projected revenue < $50K/yr in first 3 years) or Form 1023 full |
Formation steps¶
- Choose incorporation state — typically home state or Delaware for non-profits
- File Articles of Incorporation as a non-profit corporation (~$50–100 filing fee)
- Draft bylaws — board structure, officer roles, conflict-of-interest policy (required for Form 1023)
- Form initial board — IRS requires minimum 3 members; majority must be independent
- Obtain EIN for BNI Foundation — separate from BNI LLC EIN, free at irs.gov
- File IRS Form 1023-EZ or 1023
- Receive 501(c)(3) determination letter — unlocks vendor non-profit pricing and formal grant eligibility
Filing timeline and cost
Form 1023-EZ: ~$275 fee, typically approved in 2–4 weeks. Available if projected gross receipts are under $50K/year for the first 3 years.
Form 1023 (full): ~$600 fee, can take 3–12 months. Required if projected revenue exceeds $50K or the organization has complex activities.
Open Collective first
Register on Open Collective before filing the 1023. Open Collective's fiscal host status satisfies most grant eligibility requirements, letting you apply for grants and receive tax-deductible donations while the IRS application processes. It typically takes 1–3 months from LLC formation to have enough financial history to justify the 1023 filing.
Board of Directors¶
Legal requirements¶
The IRS requires a minimum of three board members for a 501(c)(3). Beyond the minimum, the IRS expects:
- A majority of board members to be independent — not related to the founder by blood or marriage, and not compensated by the organization
- A written conflict-of-interest policy disclosed and signed by all board members annually
- Board decisions made by disinterested members when a conflict exists — no self-dealing
Board compositions¶
| Composition | Independent majority? | IRS assessment |
|---|---|---|
| Kevin + Corey + 1 independent (3-person) | ✓ 2/3 independent | Acceptable minimum — Corey is unrelated |
| Kevin + Spouse + 1 independent (3-person) | ✗ 1/3 independent | Risky — only one independent member |
| Kevin + Spouse + 3 independents (5-person) | ✓ 3/5 independent | Clean majority — recommended if spouse is on board |
| Kevin + Corey + 3 independents (5-person) | ✓ 4/5 independent | Strong governance posture for grants |
Current board (forming)¶
| Name | Role | Status |
|---|---|---|
| Kevin Crump | President / Executive Director | Confirmed |
| Corey Zinn | Secretary / Technical Director | Confirmed |
| [Open] | Treasurer / At-Large | Seeking |
Seeking a third member
The third board member should ideally bring domain expertise outside software — nonprofit governance, social services, healthcare, or legal. This person serves as the independent voice the IRS is looking for and strengthens grant applications.
Family members on the board¶
A spouse or family member can serve on the board, subject to the independence rules above:
- On a 3-person board with Kevin already a member, a spouse cannot also serve — that leaves only one independent member, which the IRS considers a governance red flag
- On a 5-person board, Kevin + Spouse takes 2 of 5 seats, leaving 3 independent members (60% independent) — this is acceptable
Family members as paid employees¶
A spouse or family member can be a paid employee of BNI Foundation with proper documentation:
- Compensation must be fair market value — no higher than what would be paid to an unrelated person for the same role
- The compensation must be approved by disinterested board members — Kevin and the family member must recuse themselves from the vote
- The relationship and compensation must be disclosed on Form 990 (the Foundation's annual public tax filing)
Board roles¶
| Role | Responsibilities |
|---|---|
| President / Executive Director | Leads operations, represents the Foundation, executes board decisions |
| Secretary / Technical Director | Maintains records, manages minutes, oversees technical direction |
| Treasurer / At-Large | Oversees finances, ensures 990 filing, financial controls |
Revenue Streams¶
| Source | Type | Notes |
|---|---|---|
| BNI LLC sponsorship | Recurring | Voluntary annual donation, ~15–20% of BNI LLC revenue |
| Open Collective donations | Donations | Individual and corporate supporters |
| Restricted grants | Project grants | e.g. "MPowerUP Phase 2 deployment" |
| Unrestricted grants | General operating | Mozilla Technology Fund, Knight Foundation, McGovern — see Grant Strategy |
Relationship to BNI LLC¶
The Foundation publishes open-source software and hardware frameworks freely. BNI LLC uses these outputs to deliver commercial products and services. BNI LLC then donates ~15–20% of annual revenue back to the Foundation under a written sponsorship agreement.
The IRS requires this relationship to be genuinely arm's-length. The Foundation's mission must be a public good — not primarily serving BNI LLC's commercial interests. In practice, this is satisfied by ensuring the open-source output is freely available to anyone, not just BNI LLC.
Private benefit rule
If the Foundation's only beneficiary is BNI LLC, the IRS can deny or revoke 501(c)(3) status on private benefit grounds. The open-source licenses (MIT, Apache, AGPL) ensure the software is available to everyone — this is the structural safeguard.