Twelve years without outside investment

The question we are asked most often in procurement is not about features. It is some version of: what happens to us if you are bought, or if you fail?

It is the right question, and most vendors cannot answer it, because the answer is genuinely outside their control.

The structure

Cairn is a workers’ cooperative. Thirty-four members, one vote each, no external shareholders. The code is AGPL-3.0. The trademark and the domain are held by a separate foundation whose trustees are appointed by member institutions — customers, in other words — and not by us.

That last part is the load-bearing piece. A cooperative can still vote to do something foolish. It cannot vote to close the source of software it does not hold the licence to relicense, and it cannot sell a name it does not own.

What this actually protects against

Acquisition. Somebody could buy the operating business. They would acquire the staff, the contracts and the hosting. They would not acquire the right to relicense the code or to keep the name if the foundation’s trustees objected. The most an acquirer could do is fork under a different name, which is the situation you are already protected against by the licence.

Failure. If we ran out of money, the code, the docs and the deployment tooling would all still exist under a licence that permits anyone to run and modify them. Three of our customers already self-host with no commercial relationship at all, which is the proof that this is a real path and not a comforting sentence.

What it costs us

Growth. We add roughly eight institutions a year and we turn some away, because we will not take on more than we can operate with the people we have. A venture-funded competitor added more customers last quarter than we have in five years.

We have also had to say no to work we wanted: a mobile app that keeps getting deferred, a second hosting region in Asia that we cannot yet staff for on-call, and an authoring tool that people ask for constantly.

The honest trade

If you want an LMS that ships features fastest, it is not this one. If you want an LMS where the answer to “what happens if you disappear” is a licence and a foundation rather than a reassurance, this structure is the entire product.

We are aware which of those two things wins more tenders. We picked the other one on purpose, twelve years ago, and it has been the correct decision roughly as often as it has been an expensive one.