[Buildbot-devel] Discussion of the Fiscal Sponsorship Agreement with Conservancy
Dustin J. Mitchell
dustin at v.igoro.us
Sat Apr 13 22:11:27 UTC 2013
I've attached a new draft of the FSA. This:
* Names the signatories "Buildbot Contributors" and the committiee
"Project Leadership Committee"
* Limits PLC membership to one person per company. I know there was
a suggestion of percentages, but that math gets tricky and I expect
we'll be small enough for this to be adequate. The PLC can always
amend things later if that becomes necessary.
* Spells out the decision-making process
There are a few open questions embedded in here, too, probably for Bradley.
Here's the annotated diff:
diff --git a/conservancy/fsa/buildbot-sponsorship-agreement.tex
b/conservancy/fsa/buildbot-sponsorship-agreement.tex
index bc6dab9..f509f37 100644
--- a/conservancy/fsa/buildbot-sponsorship-agreement.tex
+++ b/conservancy/fsa/buildbot-sponsorship-agreement.tex
@@ -30,8 +30,8 @@
This Agreement is made by and between The Software Freedom Conservancy
-(``Conservancy'') and FIXME-CONTRIBUTOR-NAMES (the ``FIXME-SIGNATORIES'')
-on behalf of the project known as FIXME (the ``Project'') (each, a
+(``Conservancy'') and contributors to Buildbot as of the Effective
Date (the ``Buildbot Contributors'')
+on behalf of the project known as Buildbot (the ``Project'') (each, a
% If there is another way to name the contributors here, let me know -
I assume listing everyone would be too verbose
``Party''; together, ``the Parties''). Conservancy is a New York nonprofit
public benefit corporation located in Brooklyn, New York, which has received
ecognition of exemption from federal income tax under Section 501(c)(3) of
@@ -52,13 +52,14 @@ of use.
\item Conservancy desires to act as the fiscal sponsor of the Project beginning
on the Effective Date (as defined below) to assist the Project in
accomplishing its purpose, which Conservancy has determined will further
-Conservancy's charitable goals. The FIXME-SIGNATORIES desire to manage
+Conservancy's charitable goals. The Buildbot Contributors desire to manage
the Project under the sponsorship of Conservancy.
\item Conservancy's Board of Directors has approved the establishment
of a fund to receive donations of cash and other property earmarked
for support of the Project and to make disbursements in furtherance
of the Project's mission (the ``Project Fund''). Currently, the
-principal office of the Project is located at: [FIXME: MAILING ADDRESS].
+principal office of the Project is located at [FIXME: MAILING ADDRESS].
% Given that we don't have an office, can we omit this sentence?
\end{enumerate}
\medskip{}
@@ -73,16 +74,16 @@ terminated as set forth in \ref{Termination}.
\begin{enumerate}[label=\alph*.,ref=\theenumi(\alph*)]
-\item \textbf{The FIXME-LEADERSHIP-BODY-NAME Will Manage the
Project}. \label{ProjectManagement}
+\item \textbf{The Project Leadership Committee Will Manage the
Project}. \label{ProjectManagement}
Authority to manage the technical, artistic and philanthropic direction
of the Project and the program activities of the Project is delegated
-to the FIXME-LEADERSHIP-BODY-NAME as defined in \ref{Representation},
+to the Project Leadership Committee as defined in \ref{Representation},
subject at all times to the direction and control of Conservancy's
Board of Directors. Conservancy will only intervene in the program
activities to the extent the Project is not in compliance with
\ref{FreeSoftware}
or \ref{CharitablePurpose} of this Agreement.
\item \textbf{The Project Will Be Free Software}. \label{FreeSoftware}
-Conservancy and the FIXME-LEADERSHIP-BODY-NAME agree that any and all software
+Conservancy and the Project Leadership Committee agree that any and
all software
and/or documentation distributed by the Project will be distributed
solely as Free Software.
Conservancy retains the sole right to determine whether Project's
software and/or documentation constitutes Free Software (as defined herein).
@@ -94,17 +95,17 @@ and contracts, disbursement of Project funds
(including grants), and
other activities planned by the Project shall be the ultimate responsibility
of Conservancy and shall be conducted in the name of Conservancy,
beginning on the Effective Date.
-\item \textbf{Project Not An Agent Of Conservancy}. The FIXME-SIGNATORIES
-hereby acknowledge that the Project and the FIXME-LEADERSHIP-BODY-NAME
+\item \textbf{Project Not An Agent Of Conservancy}. The Buildbot Contributors
+hereby acknowledge that the Project and the Project Leadership Committee
do not and shall not act as an agent for Conservancy unless specifically
authorized in writing by Conservancy to do so.
\end{enumerate}
-\item \textbf{Fees}. The FIXME-SIGNATORIES agree to donate ten percent
+\item \textbf{Fees}. The Buildbot Contributors agree to donate ten percent
(10\%) of the Project's gross revenue (including, but not necessarily limited
to, all income and donations) to Conservancy for its general operations.
-Notwithstanding the above, the FIXME-SIGNATORIES agree that should Conservancy
+Notwithstanding the above, the Buildbot Contributors agree that
should Conservancy
be required to pay any taxes (including but not limited to sales taxes
and unrelated business taxable income) as the result of any activity
of the Project and/or activities undertaken by Conservancy on the
@@ -120,7 +121,7 @@ given Conservancy's tax exempt status.
Conservancy shall place all gifts, grants, contributions and other
revenues received by Conservancy and identified with the Project into
a Project Fund to be used for the sole benefit of the Project's mission
-as that mission may be defined by the FIXME-LEADERSHIP-BODY-NAME from
+as that mission may be defined by the Project Leadership Committee from
time to time with the approval of Conservancy. Conservancy retains
the unilateral right to spend such funds so as to accomplish the purposes
of the Project as nearly as possible within Conservancy's sole judgment.
@@ -140,7 +141,7 @@ Standards Board, while this Agreement is in effect.
\label{CharitablePurpose} All of the assets received by Conservancy
under the terms of this Agreement shall be devoted to the purposes
of the Project, within the tax-exempt purposes of Conservancy. The
-FIXME-SIGNATORIES agree not to use its funds or operate in any way which would
+Buildbot Contributors agree not to use its funds or operate in any
way which would
jeopardize the tax-exempt status of Conservancy. No item of revenue
shall be earmarked for use in any attempt to influence legislation
within the meaning of IRC Section 501(c)(3) and no agreement, oral
@@ -152,68 +153,56 @@ violations of law or public policy, to cause any
private inurement
or improper private benefit to occur, nor to take any other action
inconsistent with IRC Section 501(c)(3).
-\item \textbf{Representation of the Project in Conservancy}.
\label{Representation}The
-FIXME-SIGNATORIES, each a signatory hereto, hereby establish and comprise
-the initial members of the FIXME-LEADERSHIP-BODY-NAME
+\item \textbf{Representation of the Project in Conservancy}.
\label{Representation}
+The
+Buildbot Contributors, each a signatory hereto, hereby establish
+the Project Leadership Committee (``Committee'')
to represent the Project in its official communication with Conservancy.
-The FIXME-SIGNATORIES hereby acknowledge that the FIXME-LEADERSHIP-BODY-NAME
+
+The Buildbot Contributors hereby acknowledge that the Project
Leadership Committee
will be subject to all terms of this Agreement.
-On the Effective Date, the FIXME-SIGNATORIES hereby transfer all
+On the Effective Date, the Buildbot Contributors hereby transfer all
rights, obligations and privileges of this Agreement over to the
-FIXME-LEADERSHIP-BODY-NAME.
+Committee.
% (snipped samples we didn't use)
+
+\begin{enumerate}[label=\alph*.,ref=\theenumi(\alph*)]
+
+\item \textbf{Adding and Removing Members}.
+Existing Committee Members (``Members'') can be removed from and new Members
can be added to the Committee by simple majority vote of the existing
Committee; however, three (3) (the ``Minimum'') shall be the mandatory
minimum number of Members.
+\item \textbf{Communication Between Committee and Conservancy}. The
+Committee shall appoint, by majority vote, one Member as its Representative
+to communicate all Project decisions to Conservancy. The Representative
+shall promptly inform Conservancy of changes in the Committee composition
+and of contact information for all Members. If Conservancy is unable,
+after all reasonable efforts, to contact a majority of the Members
+for a period of sixty (60) days, or if the number of Members is fewer
+than the Minimum for a period of at least sixty days, Conservancy
+may, after at least thirty days notice to Project, unilaterally appoint
+new Members from the Project community to replace any unreachable
+Members and/or to increase the Committee composition to the required
+Minimum.
+\item \textbf{Decision-Making Process}.
+All decisions of the Committee shall be made by simple majority. Issues will
+be presented for a vote by a Member via email to a designated email list, and
+Members will record their votes in messages to the same list. Archives of the
+email list shall be visible to the public. Members shall have no less than
+five days from the time the vote is announced to register their votes. Where
+necessary to ensure privacy or confidentiality, as determined by the
+Representative, decisions may be made by private email, not visible to the
+public.
% the points I want to include here are (a) visible, (b) email, and
(c) no immediate responses required.
+
+\item \textbf{Limitations on Common Employment}.
For purposes of this Agreement, a Member is ``Employed'' by an Entity
if the Member is compensated for more than thirty-two (32) hours of
work per week by such Entity for a continuous period of more than
sixty (60) days. No more than one Member may be Employed by the same
Entity.
-
Should two (2) or more Members be Employed by the same Entity at any
time (e.g., if an existing Member changes employers while a Member),
Members Employed by the same Entity must immediately resign in succession
@@ -224,64 +213,20 @@ from the Committee in order of decreasing
seniority. Seniority shall
be determined by length of service by the Member on the Committee,
including all historical periods of non-contiguous service.
+\end{enumerate}
-All decisions of the Committee shall be made by simple majority. The
-Committee shall appoint, by majority vote, one Member as its Representative
-to communicate all Project decisions to Conservancy. The Representative
-shall promptly inform Conservancy of changes in the Committee composition
-and of contact information for all Members. If Conservancy is unable,
-after all reasonable efforts, to contact a majority of the Members
-for a period of sixty (60) days, or if the number of Members is fewer
-than the Minimum for a period of at least sixty days, Conservancy
-may, after at least thirty days notice to Project, unilaterally appoint
-new Members from the Project community to replace any unreachable
-Members and/or to increase the Committee composition to the required
-Minimum.
-
-\item \textbf{An Elected Oversight Committee.} The FIXME-SIGNATORIES, each
-a hereto, shall initially [FIXME: form or comprise] the
-FIXME-LEADERSHIP-BODY-NAME as a Project Committee (``Committee'') to
-represent the Project in its official communication with Conservancy. The
-Committee shall hereafter be elected by community members of the Project as
-designated by the Committee or a subcommittee of the Committee (the
-``Community Members'').
-
-The positions on the Committee will be on a two-year staggered basis
-([FIX-ME: some portion] of the initial board seats will be for one year).
-The members of the Committee may be removed from the position at any time
-by a majority vote of the Community Members. Upon the resignation or
-removal of a member of the Oversight Board, the Community Members shall
-elect a replacement Community Member to serve on the Committee.
-
-The Committee will elect a single individual to communicate with
-Conservancy (the ``Representative'') and shall notify Conservancy promptly
-following the election of a new Representative. The Representative will
-have the authority to instruct Conservancy on the Project's behalf on all
-matters.
-
-This section may be modified by a vote of at least $\frac{3}{4}$ths of the
-Community Members, with the consent of Conservancy, such consent not to be
-unreasonably withheld.
-
-
-\end{itemize}
-
-Note again that the above are merely examples, not a list of options.
-Conservancy's goal is to draft the Representation section to match
-the existing and natural leadership structure of the Project, so each
-project usually has a uniquely worded Representation section. ]
-
-\item \textbf{Outstanding Liabilities}. The FIXME-SIGNATORIES represent
+\item \textbf{Outstanding Liabilities}. The Buildbot Contributors represent
that any liabilities that may be outstanding in connection with the
Project have been disclosed to Conservancy.
-\item \textbf{Termination}. \label{Termination} The
FIXME-LEADERSHIP-BODY-NAME or Conservancy
+
+\item \textbf{Termination}. \label{Termination} The Project
Leadership Committee or Conservancy
may terminate this Agreement at any time subject to the following
understandings:
\begin{enumerate}[label=\alph*.,ref=\theenumi(\arabic*)]
-\item \textbf{Notice and Successor Search}. Either Conservancy or the
FIXME-LEADERSHIP-BODY-NAME
+\item \textbf{Notice and Successor Search}. Either Conservancy or the
Project Leadership Committee
may terminate this Agreement on sixty (60) days' written notice to
the other Party, so long as a Successor can be found that meets the
following requirements (the ``Successor has Qualified''):
@@ -299,7 +244,7 @@ under IRC Section 501(c)(3),
the 60-day period, such approval not to be unreasonably withheld.
\end{enumerate}
\item \textbf{Additional Search Periods}. If the Parties cannot agree on
-a Successor to sponsor the Project, the FIXME-LEADERSHIP-BODY-NAME
+a Successor to sponsor the Project, the Project Leadership Committee
shall have an additional 60 days to find a Successor willing and able
to sponsor the Project. Any subsequent search periods of any length
shall only be granted at Conservancy's written permission.
@@ -311,11 +256,11 @@ days of the approval of the Successor in writing
by both Parties or
any extension thereof, subject to the approval of any third parties
that may be required.
\item \textbf{Termination Without a Successor}. If no Successor is found,
- Conservancy, the FIXME-SIGNATORIES and FIXME-LEADERSHIP-BODY-NAME all agree
+ Conservancy, the Buildbot Contributors and Project Leadership
Committee all agree
that any remaining tangible assets in the Project Fund shall be donated to
the Python Software Foundation (``PSF''), a 501(c)(3) charity with USA
federal tax exempt identification number of 04-3594598.
Conservancy agrees to
- negotiate in good faith with the FIXME-LEADERSHIP-BODY-NAME regarding
+ negotiate in good faith with the Project Leadership Committee regarding
disposal and potential donation to the PSF of any intangible assets
(including but not necessarily limited to) copyrights and trademarks.
@@ -334,9 +279,9 @@ then
Conservancy may dispose of Project assets and liabilities
in any manner consistent with applicable tax and charitable trust
laws.
-\item \textbf{FIXME-SIGNATORIES' Right to Terminate.}
-The FIXME-SIGNATORIES hereby acknowledge that they will relinquish any
- rights to terminate separate from the FIXME-LEADERSHIP-BODY-NAME as
+\item \textbf{Buildbot Contributors' Right to Terminate.}
+The Buildbot Contributors hereby acknowledge that they will relinquish any
+ rights to terminate separate from the Project Leadership Committee as
of the Effective Date.
\end{enumerate}
\item \textbf{Miscellaneous}. Each provision of this Agreement shall be
@@ -348,7 +293,7 @@ only agreement, and supersedes all prior
agreements and understandings,
both written and oral, among the Parties with respect to the subject
matter hereof.
\item \textbf{Amendments. }This Agreement may not be amended or modified,
-except in writing and signed by both Conservancy and the entirety of
FIXME-LEADERSHIP-BODY-NAME.
+except in writing and signed by both Conservancy and the entirety of
Project Leadership Committee.
\item \textbf{Counterparts / Facsimile}. This Agreement may be executed
in two or more counterparts, each of which shall constitute an original,
but all of which, when together, shall constitute but one and the
@@ -380,12 +325,12 @@ By: \hspace{0.95em}\rule{0.50\textwidth}{0.2mm}
\hfill{}Date: \rule{0.25\textwid
By: \hspace{0.95em}\rule{0.50\textwidth}{0.2mm} \hfill{}Date:
\rule{0.25\textwidth}{0.2mm}
-\hspace{2.5em} [FIXME-CONTRIBUTOR]
+\hspace{2.5em} Buildbot Contributor
\vspace{2ex}
By: \hspace{0.95em}\rule{0.50\textwidth}{0.2mm} \hfill{}Date:
\rule{0.25\textwidth}{0.2mm}
-\hspace{2.5em} [FIXME-CONTRIBUTOR]
+\hspace{2.5em} Buildbot Contributor
\end{document}
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