[Evergreen-governance-l] Updated Evergreen / Conservancyfiscalsponsorship agreement

[Watson, Sylvia]

Below is sample alternative wording for Clause #6.  We can play around with this or Dan's version if people are still uncomfortable and still want the language tweaked.  I think Dan made a good point when he suggested that once the group agrees on governance rules, the governance document should also reiterate the fact that the "Representative" is merely communicating the wishes of the entire board, and that ultimate control lies with the board.  The language below is not exactly what I initially proposed due to Dan's concerns that my original suggested language might be misinterpreted.


"The Evergreen Oversight Board, the initial members of which are each a signatory hereto, shall represent the Project in its official communication with the Conservancy.  The Oversight Board will elect a single individual to serve as a communication liaison ("the Liaison") between the Conservancy and the Project and the Board shall notify the Conservancy promptly following the election of a new Liaison.  The Liaison will instruct the Conservancy on the Project's behalf, subject to the ultimate authority of the Oversight Board."

Also, note that I changed representative to the word "Liaison," which in itself means "somebody who coordinates communication between two or more people or groups" and further emphasizes the intent that the chosen person is not a unilateral decision maker for the group. - just an idea...

Sylvia




-----Original Message-----
From: evergreen-governance-l-bounces at list.georgialibraries.org [mailto:evergreen-governance-l-bounces at list.georgialibraries.org] On Behalf Of Watson, Sylvia
Sent: Tuesday, December 14, 2010 9:46 AM
To: evergreen-governance-l at list.georgialibraries.org; bkuhn at sfconservancy.org
Cc: evergreen-governance-l-bounces at list.georgialibraries.org
Subject: Re: [Evergreen-governance-l] Updated Evergreen / Conservancy fiscalsponsorship agreement

Dan said: 

" 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. . . .

[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.]"



Could this be fixed by simply modifying the first sentence to read:

"The Evergreen Oversight Board, the initial members of which are each a signatory hereto, shall represent the Project in its official communication with the Conservancy."  

With the revised language I am suggesting, there is the implication that membership on the board is fluid and not set at the present members.  Is this change in language enough to satisfy the Conservancy or are they set on having an established board member replacement process spelled out in the agreement? 

If the Conservancy wants a board member replacement process outlined in the agreement, I wonder if the provision could be very general so that later down the line if it is determined that changes need to be made to the processes for electing board members; how to handle removal and resignations and filling mid-term vacancies; eligibility criteria for a seat on the board; etc., those processes could be modified by the appropriate Board and/or Evergreen Membership action without having to sign a new agreement with the Conservancy. If I recall, there were a few areas related to the board where the group failed to come to a consensus.  Additionally, there were those who supported the ability to make changes to the governance rules (which includes how board membership is handled) in the event that it later became evident that a different system would make more sense.

Sylvia




-----Original Message-----
From: evergreen-governance-l-bounces at list.georgialibraries.org [mailto:evergreen-governance-l-bounces at list.georgialibraries.org] On Behalf Of Dan Scott
Sent: Tuesday, December 14, 2010 12:09 AM
To: evergreen-governance-l at list.georgialibraries.org
Subject: [Evergreen-governance-l] Updated Evergreen / Conservancy fiscal sponsorship agreement

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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