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

[Steve Wills]

On that note, since Tim is going to be representing Lyrasis for the community, I am happy to take on the role of a friend/patron of libraries, Open Source ne'er-do-well and cool messaging frameworks admirer.  In those capacities I would be happy to share my personal attorney's opinion of the agreement with the group.

- Stev3

________________________________________
From: evergreen-governance-l-bounces at list.georgialibraries.org [evergreen-governance-l-bounces at list.georgialibraries.org] On Behalf Of Lori Bowen Ayre [lori.ayre at galecia.com]
Sent: Wednesday, February 09, 2011 4:09 PM
To: Bradley M. Kuhn
Cc: Dan Scott; evergreen-governance-l at list.georgialibraries.org; karen at softwarefreedom.org
Subject: Re: [Evergreen-governance-l] Phone Call re: Fiscal Sponsorship Agreement

It seems to be me that each of us signing should ONLY do so if we are committed to the long-term health of Evergreen regardless of who our employer is at the time of signing.  In other words, if someone would need to retire from the Oversight Committee should their employment situation change, then he or she probably shouldn't be taking a seat on that Committee. (Note that I'm not saying that's Jim's position at all...)

I also think that each of us must be committed to the greater community while bringing the issues we know best to the table (e.g. I may know the needs of KCLS and some California libraries' needs better than say a Canadian academic library's needs), but we should not be ONLY representing those interests. Sometimes our job might be to take a position that is NOT in the short-term best interests of the communities we know best, but it is better for the long-term health of Evergreen.   Then our job is to help our communities understand why that is ultimately better for them...

Lori

On Wed, Feb 9, 2011 at 12:07 PM, Bradley M. Kuhn <bkuhn at sfconservancy.org<mailto:bkuhn at sfconservancy.org>> wrote:
> On Fri, Feb 04, 2011 at 11:36:21AM -0500, Watson, Sylvia wrote:

>> 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.

Yes, it's Conservancy's understanding that's the case as well, and we
realize this is a side-effect of Conservancy's request that individuals
sign on their own capacity.  Note, however, that such individuals are
getting something substantial back in return -- namely, that the actions
of the Project happen under Conservancy's auspices.  Thus, there's
actually protection from personal liability for the individuals when
they are *not* in a dispute with Conservancy and are acting as part of
the Project, which would typically be the default case.

Meanwhile, Conservancy's benefit for individual liability protection is
not extended to other organizations.  So, signers on their own behalf
would have that benefit, but signers on behalf of an org would not.
Presumably they'd have to discuss with their own employers about whether
they have such liability protection from the employer instead.


I've cc'ed Karen (Conservancy's legal counsel) to correct me if I'm
wrong about any of that.

Dan Scott wrote at 01:42 (EST):

> Do we have any likely scenarios for disputes between the Evergreen
> Oversight Board and the Conservancy in mind?

I think it's unlikely, but it's certainly theoretically possible and
Sylvia is right to raise the issue.

> Am I wrong in thinking that the likelihood of a dispute is increased
> by having members signing on behalf of entire library systems and
> companies, rather than a group composed of individual members of the
> Evergreen community who just want to do their best to help the
> Evergreen project thrive?

The question in my view comes down to how the Oversight Board is managed
long term -- namely, whether the majority of the Oversight Board becomes
organizational representatives instead of individuals acting on their
own capacity.

I think Conservancy would be extremely concerned if the Oversight Board
majority was organizational representatives, and, even worse, if the
majority composition was for-profit company representatives.  In such a
case, Conservancy might need to ask Evergreen to leave, lest Conservancy
be de-facto a host to a for-profit corporate controlled project.

However,  if there are only a few representatives of many on the
Oversight Board acting on the behalf of their employer rather than
themselves, that might be acceptable.  As explained in my prior email,
Conservancy needs to understand in detail why the Evergreen project
wants it that way.

Meanwhile, I think this helps in that regard:

>> 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.

but more detail would be appreciated.  For example, is Indiana State
Library asking to sign primarily because it wants a controlling interest
of some kind in the Evergreen project?  Or, is it because Jim doesn't
feel he wants to be involved unless he's employed by the Indiana State
Library?

Would it change Jim's ability to marshal help for Evergreen if he signs
in his own capacity vs. in his organizational capacity?

> Jim is signing so that he can help further the goals of the project
> ("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") and not just as a requirement of his job to ensure
> that Indiana's Evergreen-using libraries are heard on the oversight
> board, right? I'm sure those interests largely align, but perhaps
> something like "so that he can further the goals of the Evergreen
> project on behalf of the many Indiana libraries..." would have made me
> feel a bit more at ease.

> I probably worry too much.

No, I don't think you worry too much.  I think this is an important
issue to raise.  I can certainly see the value in having the Indiana
State Library organization (agency?)  involved in Evergreen directly
with a representative to do that.  But, I also think Dan's points are
correct: a FLOSS project should usually be governed primarily by
individuals who care about its future, not merely representatives of
other organizations.
--
Bradley M. Kuhn, Executive Director, Software Freedom Conservancy
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