[Evergreen-governance-l] ***SPAM*** Re: Phone Call re: Fiscal Sponsorship Agreement

[Michele Montague]

Can Sylvia (or anyone else) comment on the issue of personal liability, 
for those who sign the Fiscal Sponsorship Agreement?  In re: Sylvia's 
comment below about signers "who enjoy some protection by signing as a 
member of a larger entity..."


On 1/31/2011 3:58 PM, Watson, Sylvia wrote:
> Group,
> This afternoon, Elizabeth, Dan and I spoke with Bradley Kuhn and Karen 
> Sandler (Karen is the General Counsel for the Software Freedom Law 
> Center & I believe also sits on the board of the Software Freedom 
> Conservancy.)  I have documented the general substance of the call below:
>
>     * Those individuals who wish to sign the Fiscal Sponsorship
>       Agreement with their name, title, and entity of affiliation will
>       not be permitted to do so.  The Conservancy desires all signors
>       to be signing in an individual capacity and not as a
>       representative of a larger group.  I understand this was
>       discussed at the last meeting, but I made an additional attempt
>       to change the Conservancy's mind on this point this afternoon. 
>       Those individuals who enjoy some protection by signing as a
>       member of a larger entity will need to consider this point.
>
>     * If the ultimate goal remains becoming an independent 501(c)(3)
>       organization, the Conservancy and Software Freedom Law Center
>       will offer "limited help".  It sounds like the Oversight Board
>       might still have to hire an independent attorney to create the
>       501(c)(3) if there isn't anyone on the governance committee that
>       is comfortable drafting the required paperwork.  I believe
>       Bradley and Karen did indicate they would try to be available to
>       answer general questions or provide basic feedback.
>
>     * People/entities can agree to do Evergreen related projects
>       without the money or agreements going through the Conservancy. 
>       However, the final product/result is subject to being accepted
>       and approved by the Evergreen Oversight Board.  Such projects
>       are not considered part of the Evergreen Project until they are
>       accepted by the Oversight Board.
>
>     * Contracts for the conference do not have to go through the
>       Conservancy if the conference is being sponsored by a
>       company/organization who is willing to be financially
>       responsible for the conference (sign contracts).  The
>       registration fees also do not have to go through the
>       Conservancy.  However, if the company/organization sponsoring
>       the conference and signing the contracts is not comfortable
>       taking all the responsibility, the Conservancy would be willing
>       to step in and agree to be the entity financially responsible. 
>       If contracts have already been signed, there are a couple of
>       ways that can happen.  Either the Conservancy can approach the
>       conference site and try to renegotiate the contract so that it
>       is in the name of the Conservancy or the Conservancy can enter
>       into an agreement with the company/organization that signed the
>       contract with the conference site, with the Conservancy agreeing
>       to be the financially responsible entity.
>
>     * The Conservancy does not have a way to track registrations if
>       the Oversight Board wants conference registrations to be paid
>       directly to the Conservancy.  This means that the Oversight
>       Board will need to figure out a tracking mechanism and may need
>       to use third party payment services and special software.
>
>     * The extent to which the Conservancy will be involved in
>       Evergreen Project matters is limited to collecting and
>       dispersing funds, signing legal agreements/contracts including
>       but not limited to corporate sponsorship agreements,.  (Since
>       the Conservancy must approve of and sign all agreements
>       involving the Evergreen Project, this means they can say yes/no
>       or request changes to the terms be made before they sign.)  I
>       understand that we can request their assistance in other ways
>       but the minimum of Conservancy involvement is as described above.
>
>     * The Conservancy will be sending out another draft of the Fiscal
>       Sponsorship Agreement with changes made to Section 6 and Section
>       8.  The Conservancy rewrote section 6 to be more concise. 
>       Section 8 is being modified to reflect that the Conservancy will
>       agree to additional periods of time to find a successor
>       organization to which assets will be transferred in the event
>       the Evergreen Project leaves the Conservancy.
>
> Elizabeth/Dan, please let the group know if I left out anything.  
> Bradley/Karen, please let the group know if I misunderstood or 
> misrepresented the Conservancy position on any of the above points.
> I forgot to ask one question that should probably be addressed by 
> Karen...can the Evergreen Project Oversight Board vote/resolve/agree 
> to pay one or more of its members to work on a project?  I'm not 
> familiar enough with nonprofit law to know if that would be a form of 
> prohibited self dealing.
> Thanks,
> Sylvia
>
>
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