[Evergreen-governance-l] [OPEN-ILS-GENERAL] ***SPAM*** RE: Details of fiscal sponsorship agreement for Evergreen & Conservancy

[Lori Bowen Ayre]

Kathy,

The who and how many whos has not been discussed yet.  I imagine we'd work
that out in the Governance Committee and any thoughts on that too are
welcome.

Lori

On Wed, Nov 10, 2010 at 9:00 AM, Kathy Lussier <klussier at masslnc.org> wrote:

> I'm in favor of this plan.
>
> Just out of curiosity - who would be representing the Evergreen project in
> the Conservancy? Is it the entire governance committee or specific
> individuals?
>
> Kathy Lussier
>
> -------------------------------------------------------------
> Kathy Lussier
> Project Coordinator
> Massachusetts Library Network Cooperative
> (508) 756-0172
> (508) 755-3721 (fax)
> klussier at masslnc.org
> IM: kmlussier (AOL & Yahoo)
> Twitter: http://www.twitter.com/kmlussier
>
>
>
>
> > -----Original Message-----
> > From: open-ils-general-bounces at list.georgialibraries.org
> > [mailto:open-ils-general-bounces at list.georgialibraries.org]
> > On Behalf Of Lori Bowen Ayre
> > Sent: Wednesday, November 10, 2010 11:52 AM
> > To: Evergreen Discussion Group
> > Cc: evergreen-governance-l at list.georgialibraries.org
> > Subject: Re: [OPEN-ILS-GENERAL] Details of fiscal sponsorship
> > agreement for Evergreen & Conservancy
> >
> > I am in favor of moving forward with the Software Freedom
> > Conservancy membership to protect our Evergreen assets under
> > their umbrella 501(c)3.  I suggest we appoint an interim
> > contact person (or two).
> >
> > Over all of our discussions in the Governance Committee, I
> > have seen nothing but benefit from this approach.  If there
> > are any drawbacks to using the SFC,  this needs to be brought
> > to our attention now.
> >
> > I would love to hear from others to ensure we have community
> > buy-in. Just a "hear hear" or a ++ would be nice so we know
> > people are aware of the plan.
> >
> > If there are no objections (and even if no one responds
> > affirmatively)  I think we should feel free to move forward
> > with membership in the SFC at the next opportunity.
> >
> > Lori Ayre
> >
> >
> > On Wed, Nov 10, 2010 at 8:24 AM, Dan Scott <dan at coffeecode.net> wrote:
> >
> >
> >       The Conservancy has added one new member organization since we
> >       received the draft agreement, and it's not us!
> >       (http://sfconservancy.org/news/2010/nov/10/pypy-joins/).
> >
> >       Based on the lack of comments, I'm wondering if anyone
> > has looked at
> >       the Software Freedom Conservancy draft agreement that I
> > posted to the
> >       open-ils-general list on October 21? At the time, I had
> > suggested that
> >       we try to collect a list of questions together by
> > October 28th, a date
> >       that has come and gone.
> >
> >       On the governance list, we've been doing some
> > soul-searching about
> >       whether to establish a small, focused foundation or a very broad
> >       foundation. In principle, I'm not opposed to a foundation that
> >       includes a users' group, various committees, membership
> > fees, etc, but
> >       I worry that getting it right will take a long time -
> > and when dealing
> >       with a scope that broad, I would much rather get things
> > right and take
> >       a long time, than get things done fast but fatally flawed at the
> >       outset.
> >
> >       However, we don't have to exist in the mean time
> > without the benefit
> >       of being part of a 501(c)(3); based on the draft agreement, the
> >       relationship with the Conservancy can be as lightweight
> > as a temporary
> >       home that we can leave in 60 days if another 501(c)(3)
> > can receive the
> >       assets. I've checked with Bradley Kuhn to ensure that
> > would be okay,
> >       and he said "I really don't get why people don't just
> > use as that:
> >       Keep debating the other issues while having a
> > Conservancy membership,
> >       and even move in forming the new org in parallel."
> >
> >       So, based on that, would it be possible to move forward on the
> >       governance front in two tracks?
> >
> >       1) Short-term (e.g. next month?): establish an
> > agreement with the
> >       Conservancy that enables us to take advantage of the
> > benefits of being
> >       part of a 501(c)(3) and provides a neutral place for holding the
> >       Evergreen collateral (trademarks, logos, domain
> > names...). We would
> >       work directly with the Conservancy to establish the
> > ground rules for
> >       our agreement (as Bradley offered when he sent us the
> > sponsorship
> >       agreement - and which we have not as of yet used).
> > Some projects
> >       simply nominate one person to act as the point of
> > contact with the
> >       Conservancy; it could be as simple as that. If we get
> > set up before
> >       the end of year, then Americans would be able to make tax-free
> >       donations to Evergreen as a Christmas present!
> >
> >       2) Longer-term (e.g. in time for the next Evergreen Conference):
> >       establish the complete set of rules of governance,
> > including standing
> >       committees, membership rules & fees, meeting rules,
> > compensation,
> >       possibly setting up a standalone 501(c)(3)?
> >
> >       Dan
> >
> >
> >       On 21 October 2010 17:00, Dan Scott <dan at coffeecode.net> wrote:
> >       > Please find below the explanation of and attached PDF
> > & Tex documents
> >       > concerning the Evergreen / Software Freedom
> > Conservancy agreement that
> >       > we will need to sign in order to move forward with
> > establishing the
> >       > Evergreen Software Foundation as a member project of
> > the Software
> >       > Freedom Conservancy.
> >       >
> >       > In recognition of Bradley's time, I recommend that we
> > discuss the
> >       > agreement on the list, and compile a list of
> > questions that come up
> >       > during the course of the discussion. Perhaps we can
> > try to pull together
> >       > any major questions by the end of next week (Friday,
> > October 28th)?
> >       >
> >
> >       > ----- Forwarded message from "Bradley M. Kuhn"
> > <bkuhn at sfconservancy.org> -----
> >       >
> >       > Date: Thu, 21 Oct 2010 08:32:17 -0700
> >       > From: "Bradley M. Kuhn" <bkuhn at sfconservancy.org>
> >       > To: Dan Scott <dan at coffeecode.net>
> >       > Subject: Details of fiscal sponsorship agreement for
> > Evergreen & Conservancy
> >       > User-Agent: Gnus/5.13 (Gnus v5.13) Emacs/23.1 (gnu/linux)
> >       >
> >       > I'm glad that you are considering joining the
> > Conservancy and I am
> >       > pleased to extend an invitation to Evergreen.
> > Attached is a draft of
> >       > the fiscal sponsorship agreement that representatives
> > of Evergreen will
> >       > need to sign in order to join the Conservancy.  (Both
> > LaTeX source and
> >       > PDF are included.) Please read this agreement and
> > share and discuss it
> >       > with all of the key people involved in Evergreen.
> >       >
> >       > As mentioned in my previous email, generally, we
> > leave it for the
> >       > Evergreen community to decide how you'd like to
> > discuss the document, as
> >       > signing such an agreement is a big step for the
> > project and you should
> >       > consider the agreement in whatever forum is most
> > appropriate for your
> >       > community.  I'm happy to answer questions from the
> > community as you
> >       > consider the document, and you should feel
> > comfortable cc'ing me on any
> >       > threads you think I should comment on.  (However,
> > before doing so,
> >       > please make sure I can post back to any lists
> > included in the Cc without
> >       > being formally subscribed.)  Meanwhile, you are also
> > welcome to batch
> >       > questions into one group as well and email them to me
> > directly, and just
> >       > repost my responses.  Basically, whatever works well
> > for you works fine
> >       > for me.
> >       >
> >       > I strongly suggest that you share the agreement draft
> > as wide as
> >       > possible throughout the community, and make sure
> > anyone who has ever
> >       > been a serious contributor to the project in the past
> > or currently is
> >       > made aware of your plans to join Conservancy.  We
> > very much rely on you
> >       > to make sure that your entire community is in
> > agreement with joining
> >       > Conservancy, so please make efforts to be sure
> > everyone has had their
> >       > say.
> >       >
> >       >
> >       > Regarding the agreement, some of the more complex
> > provisions of the
> >       > agreement reflect the special considerations
> > necessary to support the
> >       > Conservancy's tax exempt status.  However, on the
> > whole, I believe that
> >       > this agreement fairly and clearly sets out an
> > advantageous relationship
> >       > for the Conservancy's member projects.  As some of
> > the paragraphs
> >       > specifically indicate, the agreement can be tailored
> > to reflect
> >       > Evergreen's particular needs.  To help you in your
> > review, below is a
> >       > section-by-section walk through, giving an explanation of the
> >       > significance of each provision.  If there are any
> > sections that seem
> >       > confusing or that you feel should be changed to
> > reflect Evergreen's
> >       > needs, please let me know and we can discuss them.
> >       >
> >       >
> >       > Introductory Paragraph
> >       >
> >       > This paragraph identifies the parties to the
> > contract.  It's more
> >       > thoroughly explained in paragraph 6, but the point of
> > this paragraph is
> >       > to name the people who sign the agreement.
> >       >
> >       > Recitals (the "WHEREAS" section)
> >       >
> >       > These paragraphs set forth the basic understandings
> > of the parties.
> >       > Similar to the "preamble" found in the GPL and other
> > Free Software
> >       > licenses, these are *not* operative provisions of the
> > document.
> >       > Instead, they give the context of the agreement.
> >       >
> >       > In this specific case, the key points of
> > understanding are that the
> >       > purpose of Evergreen is to forward Free, Libre and
> > Open Source Software
> >       > (FLOSS) and that both the Conservancy and Evergreen
> > want Evergreen to
> >       > join the Conservancy.  The Conservancy's mission (and
> > charitable
> >       > purpose) is to advance only FLOSS development,
> > documentation, and usage,
> >       > so it is important that this context be stated clearly.
> >       >
> >       > Paragraph 1 - Term of Agreement
> >       >
> >       > This paragraph says that Evergreen is part of the
> > Conservancy as of the
> >       > signing date of the agreement.  It cross references
> > the terminations
> >       > provisions in paragraph 7 (which is explained in
> > greater detail below).
> >       > Note, though, that Evergreen can choose to leave the
> > Conservancy at any
> >       > time.
> >       >
> >       > Paragraph 2 - Project Management and Activities
> >       >
> >       > a) Both parties agree that Evergreen will be FLOSS.
> > As noted above,
> >       >   this is the fundamental goal and charitable purpose of the
> >       >   Conservancy.  The Conservancy will not and cannot
> > sponsor proprietary
> >       >   projects.
> >       >
> >       > b) This clearly sets out the limits of the
> > Conservancy's management over
> >       >   Evergreen.  Due to requirements connected to
> > Conservancy's tax exempt
> >       >   status, the ultimate legal control of the projects
> > must be with the
> >       >   Conservancy.  From the IRS's perspective, the
> > projects are part of
> >       >   the Conservancy, and the purpose of its tax
> > exemption is to forward
> >       >   the FLOSS mission of those projects.
> >       >
> >       >   However, the Conservancy does not want to interfere with the
> >       >   successful software development, documentation and
> > advocacy work
> >       >   already underway in member projects; such activity
> > should continue
> >       >   after the agreement without interruption or
> > interference.  This
> >       >   paragraph delegates some of Conservancy's legal
> > authority back to the
> >       >   developers, so that Evergreen can run itself in
> > day-to-day matters.
> >       >
> >       >   The only limitations that we must place are to
> > prevent Evergreen from
> >       >   producing non-free software (as per Conservancy's
> > charitable purpose)
> >       >   and from spending money or conducting activities that would
> >       >   jeopardize the Conservancy's tax exempt status.
> > All the ordinary
> >       >   activities of FLOSS projects come well within these
> > limitations.
> >       >   Some specific activities that are restricted
> > include lobbying
> >       >   activities and spending money in ways other than
> > consistent with the
> >       >   charitable purposes of the Conservancy (i.e.,
> > forwarding FOSS).
> >       >
> >       >   Note that developers of Evergreen in their capacity
> > as individuals
> >       >   (when not representing Evergreen still may engage
> > in for-profit
> >       >   service businesses related to their FLOSS work.  The work of
> >       >   Evergreen itself must fit the guidelines, but
> > individuals are free to
> >       >   act in their own capacity in other endeavors, as
> > long as they clearly
> >       >   state that they are not acting on behalf of the
> > project when they do
> >       >   so.
> >       >
> >       >   If you are ever concerned that a particular
> > activity -- be it one
> >       >   carried out for Evergreen or one that an individual
> > developer engaged
> >       >   in independently -- might be a problem, you can
> > always ask the
> >       >   Conservancy for clarification.
> >       >
> >       > c) As discussed above in (b), this section describes
> > the corporate
> >       >   relationship of the project and the Conservancy.
> > For clarity, it
> >       >   refers to section (b), which delegates the actual
> > management of
> >       >   Evergreen to the relevant developers.  Conservancy,
> > when acting as a
> >       >   fiscal sponsor, must have the legal authority to
> > manage Evergreen
> >       >   even though section (b) delegates the day-to-day
> > operations to the
> >       >   developers.
> >       >
> >       > d) This section clarifies that Evergreen can't
> > represent the Conservancy
> >       >   without getting written authorization first.  If
> > you'd like to
> >       >   represent the Conservancy at a conference or other
> > such event, you
> >       >   can always talk to us about it.
> >       >
> >       > Paragraph 3 - No Fees
> >       >
> >       > It's just as it sounds.  The Conservancy provides
> > services to projects
> >       > to benefit the FLOSS community and does demand member
> > projects to bear
> >       > the overhead costs.  Projects are encouraged to make
> > donations to the
> >       > Conservancy as a percentage of their funds to assist
> > the Conservancy
> >       > with its operating expenses.  Please note, though,
> > that Conservancy is
> >       > only able to provide its services to member projects
> > because there is a
> >       > reasonably healthy general fund available.  Donations
> > from our member
> >       > projects are not the only source of general fund
> > revenue, but it is a
> >       > substantial component in Conservancy' sustainability plan.
> >       >
> >       > Therefore, if you choose to do so, this section
> > provides suggested
> >       > wording in brackets for donating a percentage of the
> > Project's income to
> >       > be used towards keeping the Conservancy up and
> > running (10% is a very
> >       > common rate that many umbrella organizations require
> > for their fiscal
> >       > sponsorship services).
> >       >
> >       > Paragraph 4 - Project Fund/Variance Power
> >       >
> >       > This sets out the financial structure in connection with the
> >       > relationship described above in paragraph 2.
> > Conservancy will separately
> >       > account for Evergreen's revenue (and Evergreen will
> > have its own bank
> >       > account at the Conservancy once its balance reaches
> > $3,500).  For tax
> >       > purposes, Conservancy will report all of the income
> > to Evergreen in its
> >       > IRS and state filings.  Evergreen therefore will not
> > need to file any
> >       > separate tax documents with the IRS.  Conservancy
> > will keep the
> >       > financial books for Evergreen, sending periodic
> > reports to the project's
> >       > developers.
> >       >
> >       > The developers will direct the Conservancy to spend
> > the money on behalf
> >       > of Evergreen within the limitations imposed by the
> > tax laws and
> >       > Conservancy's 501(c)(3) mission.  Conservancy will
> > receive any checks on
> >       > behalf of Evergreen, and it will also write checks on
> > behalf of
> >       > Evergreen.
> >       >
> >       > Paragraph 5 - Project Fund Management/Performance of
> > Charitable Purposes
> >       >
> >       > This paragraph clarifies that all assets will be
> > devoted to the
> >       > project's purposes, as those purposes are a subset of
> > the Conservancy's
> >       > purposes.  Assets cannot be used in connection with
> > activities that
> >       > would jeopardize the Conservancy's tax exempt status.
> >  As discussed
> >       > above, in practice, most typical expenses of FLOSS
> > projects will come
> >       > well within these limitations.  Activities that are
> > restricted include
> >       > lobbying activities and spending money in ways other
> > than consistent
> >       > with the charitable purposes of Conservancy (i.e.,
> > forwarding FLOSS).
> >       >
> >       > Paragraph 6 - Representation of the Project in the Conservancy
> >       >
> >       > As the note in this section indicates, we understand
> > that each project
> >       > will have its own management structure that it has
> > developed to reflect
> >       > its size and community.  This paragraph requires that certain
> >       > representatives be named as the individuals that can
> > officially
> >       > communicate decisions on behalf of Evergreen.  This
> > can be a single
> >       > maintainer, a committee of developers or a few specified
> >       > representatives.
> >       >
> >       > To the extent that it makes sense for Evergreen to
> > have a committee of
> >       > representatives, we should indicate how decisions can
> > be made by that
> >       > committee.  For example, should all decisions be
> > communicated to the
> >       > Conservancy by all members of the committee or would
> > a simple majority
> >       > suffice?  Can any one representative communicate
> > official decisions on
> >       > behalf of all?  Evergreen should also consider adding
> > a mechanism here
> >       > for adding and removing representatives over time.
> > We're happy to
> >       > discuss methods that have worked for other projects
> > with you to help you
> >       > select the solution that is right for you.
> >       >
> >       > We generally find this is the most difficult
> > provisions for projects to
> >       > work out, as it does require that your project
> > consider the form and
> >       > type of leadership structure it wants to have, and
> > that structure will
> >       > be legally formalized in this document for perpetuity.
> >       >
> >       > Paragraph 7 - Outstanding Liabilities
> >       >
> >       > In this section, Evergreen confirms that it has told
> > the Conservancy
> >       > about any liabilities that might be outstanding prior
> > to joining the
> >       > Conservancy.  This gives the Conservancy some
> > assurance that its due
> >       > diligence process has been complete and that the
> > Conservancy's Board
> >       > received all of the information it needed to properly
> > evaluate the
> >       > project.  Liabilities include, for example, financial
> > obligations, such
> >       > as any debts or outstanding bills, or any legal
> > claims that could be
> >       > outstanding against Evergreen.
> >       >
> >       > If you believe some liabilities exist, or that
> > something may be a
> >       > liability and aren't sure, please err on the side of
> > letting Conservancy
> >       > know about it.
> >       >
> >       > Paragraph 8 - Termination
> >       >
> >       > Projects can leave Conservancy at will.  This section
> > sets out the
> >       > mechanisms for termination to make sure that when a
> > project leaves the
> >       > Conservancy it does so without jeopardizing the tax
> > exempt status of the
> >       > Conservancy (and, consequently, the status of all of
> > the other projects
> >       > in the Conservancy).
> >       >
> >       > There is a 60 day notice requirement so that a new
> > tax exempt non-profit
> >       > can be found for Evergreen to join.  If there isn't
> > another fiscal
> >       > sponsor or other tax exempt non-profit to take over
> > Evergreen, Evergreen
> >       > can incorporate as a separate entity and apply for
> > tax exemption
> >       > recognition.  If there is no separate entity -- for
> > example if a project
> >       > loses momentum and has been abandoned by its developers -- the
> >       > Conservancy must be left with the assets for use by
> > the Conservancy for
> >       > other FLOSS-related charitable work.
> >       >
> >       > These restrictions would also apply to any separate
> > tax exempt entity,
> >       > so if Evergreen were to incorporate and achieve tax
> > exemption outside of
> >       > Conservancy, it would have to deal with the same
> > considerations upon any
> >       > wind-up or distribution of assets.  Members of the
> > Conservancy's board
> >       > are familiar with non-profit wind-down situations,
> > and can assist in the
> >       > unlikely event that this unfortunate outcome occurs.
> >       >
> >       > Paragraph 9 - Miscellaneous
> >       >
> >       > These provisions are standard agreement boilerplate -
> > they clarify the
> >       > enforceability of separate provisions, specify that
> > the contract be
> >       > governed by New York Law and state that any
> > amendments to this agreement
> >       > need to be agreed to in writing by all of the parties.
> >       >
> >       > Paragraph 10 - Counterparts/Facsimile
> >       >
> >       > Although it's good to have original signatures in the
> > corporate records,
> >       > this allows you to simply scan a copy for the
> > contract to take effect.
> >       >
> >       >
> >       > We hope this explanation document has made it clear
> > why the agreement is
> >       > structured in this way.  If any provisions seem
> > problematic to you, let
> >       > us know and we'll work with you to try to build an
> > agreement that works
> >       > for both of us.  We look forward to Evergreen joining
> > the Conservancy!
> >       >
> >       >
> >       > --
> >       > Bradley M. Kuhn, Executive Director, Software Freedom
> > Conservancy
> >       >
> >
> >
> >
> >
>
>
-------------- next part --------------
An HTML attachment was scrubbed...
URL: http://list.georgialibraries.org/pipermail/evergreen-governance-l/attachments/20101110/c301ece5/attachment-0001.htm