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

Wed Dec 15 08:44:33 EST 2010

Hi,

I am adding Bradley back to the CC list, as Dan had correctly suggested yesterday.  As far as Sylvia's suggestion is concerned, I endorse it as well.

Regards,

Galen

On Dec 14, 2010, at 5:34 PM, Lori Bowen Ayre wrote:

> 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
> _______________________________________________
> Evergreen-governance-l mailing list
> Evergreen-governance-l at list.georgialibraries.org
> http://list.georgialibraries.org/mailman/listinfo/evergreen-governance-l
> _______________________________________________
> Evergreen-governance-l mailing list
> Evergreen-governance-l at list.georgialibraries.org
> http://list.georgialibraries.org/mailman/listinfo/evergreen-governance-l
> _______________________________________________
> Evergreen-governance-l mailing list
> Evergreen-governance-l at list.georgialibraries.org
> http://list.georgialibraries.org/mailman/listinfo/evergreen-governance-l
> 
> 
> 
> -- 
> 
> =-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-==-=-=-=-=-=-=-=-=
> Lori Bowen Ayre // Library Technology Consultant
> The Galecia Group // www.galecia.com
> (707) 763-6869 // Lori.Ayre at galecia.com
> 
> Specializing in open source ILS solutions, RFID, filtering, 
> workflow optimization, and materials handling 
> =-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=
> 
> _______________________________________________
> Evergreen-governance-l mailing list
> Evergreen-governance-l at list.georgialibraries.org
> http://list.georgialibraries.org/mailman/listinfo/evergreen-governance-l

--
Galen Charlton
VP, Data Services
Equinox Software, Inc. / Your Library's Guide to Open Source
email:  gmc at esilibrary.com
direct: +1 352-215-7548
skype:  gmcharlt
web:    http://www.esilibrary.com/