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

[Lori Bowen Ayre]

Nice Sylvia.  You've got my vote too.

On Tue, Dec 14, 2010 at 11:48 AM, McKinney, Elizabeth <
emckinney at georgialibraries.org> wrote:

> Very good! This will stand the test of time.
>
> Elizabeth McKinney
> PINES Program Director
> Georgia Public Library Service
> A Unit of the University System of Georgia
> 1800 Century Place, Suite 150
> Atlanta GA 30345
> 404.235.7141
> emckinney at georgialibraries.org
> http://www.georgialibraries.org/
>
>
>
>
>
> ----- Original Message -----
> From: "Sylvia Watson" <sywatson at library.IN.gov>
> To: evergreen-governance-l at list.georgialibraries.org
> Cc: evergreen-governance-l-bounces at list.georgialibraries.org
> Sent: Tuesday, December 14, 2010 2:18:02 PM
> Subject: Re: [Evergreen-governance-l] Updated Evergreen /
> Conservancyfiscalsponsorship agreement
>
> 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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Lori Bowen Ayre // Library Technology Consultant
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