[Evergreen-governance-l] Updated Evergreen / Conservancy fiscal sponsorship agreement

[Dan Scott]

Hello:

Please find attached and at the following URL
(http://evergreen-ils.org/dokuwiki/doku.php?id=governance:structure#conservancy_application)
an updated draft fiscal sponsorship agreement, based on the comments
received from the last draft. I worked on this with Bradley Kuhn via IRC
over the past week and I think we've made some good progress (and Galen
joined us today for some parts of the discussion).

Some notable changes (with apologies for some duplication):

  * Use of the phrase "Evergreen Oversight Board" to refer to the group
that is entering into this legal agreement with the Software Freedom
Conservancy. This should enable help us to maintain the same agreement
after we establish our formal structure (whereas "Interim Oversight
Board" was clearly interim).

  * Purpose of the project has been expanded to: "The purpose of the
Project is to produce, distribute, document, and improve software
that can be freely copied, modified and redistributed by the general
public (``Free Software''), and to facilitate and organize its
production, improvement and ease of use." - this is hopefully broad
enough.

  * Donation percentage is left at FIXME until we're sure about the
amount.

  * Revamp of the "Representation of the Project in the Conservancy"
clause, as follows (and please note the FIXMEs): 

The Evergreen Oversight Board, each a signatory
hereto, shall represent the Project in its official communication with
the Conservancy.  The Oversight Board will elect a single individual to
communicate with the Conservancy (the ``Representative'') and shall
notify the Conservancy promptly following the election of a new
Representative.  The Representative will have the authority to instruct
the Conservancy on the Project's behalf on all matters. [FIXME:
Conservancy points out that structured this way, the Oversight Board can
never change composition without reopening this agreement.  This
rigidness in the Agreement is  probably not in the best interest of
Conservancy nor Evergreen.] [FIXME: The Conservancy strongly prefers
working closely with one representative to cut down on communication
overhead, but could modify the agreement to work with two
representatives if the Project strongly prefers that model.]

The problem that Bradley noted in the first FIXME is that we have no
mechanism for replacing ourselves. If we sign the Agreement and have a
formal process for electing replacements in place, then as part of the
agreement we can point to the replacement process.

The second FIXME refers to a strong preference on the part of the
Conservancy to deal with a single representative of the Project for
normal communication and directions. Bradley indicated that 3
representatives was a bit much.

At least the new wording does include a mechanism for replacing the
representative(s), rather than having the initial 3 named in perpetuity.

Bradley very kindly offered to join us on a conference call to discuss
these issues and anything else that might not come up on the mailing
list, so I've asked him to block his calendar so that he can attend our
January conference call.

Dan
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