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

[Watson, Sylvia]

In Indiana, state employees generally cannot be held personally responsible for actions taken in good faith in the course of employment.  I think most states have a similar provision in their laws but those of you in other states may want to double check if this is a concern.    In the event of a dispute between the Evergreen Oversight Board and the Conservancy, the Oversight Board members who signed the agreement in an individual capacity can be held personally responsible.

In the case of Indiana, Jim Corridan is signing as a representative of the Indiana State Library so that he can be a voice for the many Indiana libraries that are using Evergreen, including the Indiana State Library.  The Indiana State Library is coordinating the efforts to get Evergreen in use potentially in all libraries state wide.  Thus, the Indiana State Library has significant interest in what happens with the Evergreen Project.   Jim is involved in this project as a result of his employment with the State of Indiana so it makes sense that he would sign any Evergreen related agreements in his official capacity as a state employee.

Sylvia
From: evergreen-governance-l-bounces at list.georgialibraries.org [mailto:evergreen-governance-l-bounces at list.georgialibraries.org] On Behalf Of Michele Montague
Sent: Friday, February 04, 2011 10:39 AM
To: evergreen-governance-l at list.georgialibraries.org
Subject: [Evergreen-governance-l] ***SPAM*** Re: Phone Call re: Fiscal Sponsorship Agreement


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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