[Evergreen-governance-l] Updated Evergreen / Conservancy fiscalsponsorship agreement

[Watson, Sylvia]

Bradley & group: based on Bradley's comments below, section 6 might end up looking something like this?  


"The Evergreen Oversight Board, each initial member a signatory hereto, shall represent the Project in its official communication with the Conservancy.  Evergreen Oversight Board members may be added or removed from the board by a majority vote of the existing Oversight Board members.  Additionally, members may resign from the board.  The Evergreen Oversight Board may, by majority vote, amend the procedures under which members may serve on the board and the Conservancy will be immediately notified upon the Oversight Board's adoption of new procedures.  Upon receipt of the new procedures, the Conservancy has thirty (30) calendar days in which to notify the Oversight Board in writing that the new procedures have been rejected and such rejection will only occur in the event the proposed procedures make it difficult for the Conservancy to identify the rightful board members.  The Conservancy will be provided with an updated list of Oversight Board members any time there is a change in board membership.

The Oversight Board will elect, by majority vote, a single individual to serve as a communication liaison ("the Liaison") to the Conservancy and the board shall notify the Conservancy promptly following the election of a new Liaison.  The Liaison will have the authority to instruct the Conservancy on the Project's behalf, subject to the ultimate authority of the Oversight Board.  The initial Liaison shall be FIXME-PERSON."




-----Original Message-----
From: Bradley M. Kuhn [mailto:bkuhn at sfconservancy.org] 
Sent: Wednesday, December 15, 2010 9:22 AM
To: Watson, Sylvia
Cc: evergreen-governance-l at list.georgialibraries.org
Subject: Re: [Evergreen-governance-l] Updated Evergreen / Conservancy fiscalsponsorship agreement

Sylvia,

Thanks for your comments and interest in discussing the
Conservancy/Evergreen agreement.  Quite honestly, I usually have to urge
Free Software projects to pay attention and read through the agreement
lest they "just sign" without really understanding.  I am very grateful
when a Project's leadership gives lots of time and thought into
understanding the Agreement.

Sylvia Watson wrote at 09:45 (EST) on Tuesday:

> 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?

Conservancy really does need to know how new members of any leadership
committee are replaced/changed/elected.  In the worst case (which I'm
sure we all agree is an unlikely outcome) there could be a dispute in
the Evergreen community and Evergreen community members might be
fighting over funds that are held by Conservancy.  Conservancy would
then need a way to determine who the legitimate leadership committee is.
The only way Conservancy could do that, should such an unfortunate (and
unlikely but possible) event occur is if the Agreement formally states
how members are removed and added to the leadership committee.
Conservancy could then use that Representation paragraph to determine
who the real leadership committee is -- at least from the perspective of
the Conservancy -- so that Conservancy knows who should control the
assets held by Conservancy on Evergreen's behalf.

> 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.

Yes, this would likely be acceptable.  I'd suggest that perhaps you set
it up initially with a simple majority vote for increase/decrease of the
membership (as a bootstrap), and then include a provision that a
majority can also submit an amended leadership process to Conservancy.
Conservancy could agree to accept such proposed changes without
renegotiating the Agreement.  The only reservation I'd want to add is
that Conservancy should be permitted to reject such a change *only* if
Conservancy has a legitimate reason to believe the proposed change would
make it difficult for Conservancy to identify the leadership committee.

Would that work for you?

Sylvia wrote further at 14:18 (EST) on Tuesday:
> [it] should ... reiterate the fact that the "Representative" is merely
> communicating the wishes of the entire board, and that ultimate
> control lies with the board.

Yes, Conservancy intends for ultimate control of Evergreen to stay with
the Oversight Board.  However, to give the benefit of Conservancy's past
experience, sometimes Conservancy has seen projects "rely" on the fact
that no one is "individually responsible" for the relationship with
Conservancy to allow Conservancy to remain uninformed.  It's not that
they intended to do so; it's just that without someone who holds that
responsibility personally, it's easy for *no one* to take it up as their
job to make sure Conservancy knows what's going on with the project ...

> 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.

... nevertheless, I have no objection to your change of "Representative"
to "Liaison" (other than the fact that my poor spelling forces me to
look it up via the speller every time I type it. ;)

I've made a few minor tweaks above, but it's effectively the same as
what you propose:

  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
  serve as a Communication Liaison (``the Liaison'') to and shall notify
  the Conservancy promptly following the election of a new Liaison.  The
  Liaison will have the authority to instruct the Conservancy on the
  Project's behalf, subject to the ultimate authority of the Oversight
  Board.  The initial Liaison shall be FIXME-PERSON.

Specifically, the primary change is that suggest to your text reflects
that the Liaison has *authority* to instruct Conservancy.  That's been a
common problem in Conservancy projects: sometimes, questions are raised
to Conservancy about whether someone from the project had authority to
communicate an action (e.g., paying of an expense) on behalf of the
project.  The Liaison must have that authority from Conservancy's
perspective, but Conservancy fully agrees that the Liaison should merely
be communicating the wishes of the Oversight Board.  If the Liaison
"goes rogue", then the Oversight Board simply needs to elect a
replacement Liaison and inform Conservancy thereof, anyway.


Meanwhile, this change to Liaison doesn't address the issue we're
discussing in the first half of this email.  Hopefully my comments above
can move that discussion forward.
-- 
Bradley M. Kuhn, Executive Director, Software Freedom Conservancy