Hello all!
I have looked through this now and I think it is clear and purposeful.
Please voice any opinions to me or send me your questions and I will
collect them and forward them to the Conservancy.
/Linus
> -----Original Message-----
> From: Linus Tolke [mailto:[EMAIL PROTECTED]
> Sent: den 14 september 2006 06:41
> To: [email protected]; Jason Robbins
> Subject: [argouml-dev] FW: ArgoUML: invitation to join Conservancy
[...]
> I will give you all a week for voicing your opinions about this and I
> will get back with my own opinions later.
>
> For those not knowing what this is all about the short recap is that
we
> have some issues in the project that we have problems with. Things
like,
> how does our Copyright/License work, how can someone send monetary
> contributions to the project, how shall we accept and handle the money
> that Google hopefully will send to us for taking part in the Google
> Summer of Code. We are hoping that joining the Software Freedom
> Conservancy will solve these problems.
>
> /Linus
>
> -----Original Message-----
> From: Karen Sandler [mailto:[EMAIL PROTECTED]
> Sent: den 14 september 2006 00:20
> To: Linus Tolke
> Cc: [EMAIL PROTECTED]
> Subject: ArgoUML: invitation to join Conservancy
>
> We're really excited that you are considering joining the Conservancy.
> Our
> Board has met and is pleased to extend the invitation for you to join.
> Attached is a draft of the fiscal sponsorship agreement that
> representatives of ArgoUML will need to sign in order to join the
> Conservancy. Please read this agreement and share and discuss it with
> all
> of the key people involved in ArgoUML. Some of the denser provisions
of
> the agreement reflect the special considerations necessary to support
> the
> Conservancy's tax exempt status. However, on the whole, we 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
> ArgoUML'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 ArgoUML's needs, please don't
> hesitate to discuss them with us.
>
>
> 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 ArgoUML is to forward FOSS and that both the Conservancy
and
> ArgoUML want ArgoUML to join the Conservancy. The Conservancy's
> mission (and charitable purpose) is to advance only FOSS development,
so
> it is important that this context be stated clearly.
>
> Paragraph 1 - Term of Agreement
>
> This paragraph says that ArgoUML 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 ArgoUML can choose to leave the Conservancy at any
> time.
>
> Paragraph 2 - Project Management and Activities
>
> a) Both parties agree that ArgoUML will be FOSS. As noted above, this
> is
> the fundamental goal and charitable purpose of the Conservancy.
The
> Conservancy will not sponsor proprietary projects.
>
> b) This clearly sets out the limits of the Conservancy's management
over
> ArgoUML. Due to requirements connected to the tax exempt status
that
> the Conservancy is seeking to achieve, the ultimate legal control
of
> the projects must be in the hands of the Conservancy. From the
IRS's
> perspective, the projects compose the Conservancy, and the purpose
of
> its tax exemption is to forward the FOSS mission of those projects.
>
> However, the Conservancy does not want to interfere with the
> successful
> software development work already underway in member projects; such
> activity should continue after the agreement without interruption
or
> interference. This paragraph delegates part of the Conservancy's
> legal
> authority back to the developers, so that ArgoUML can run itself in
> day-to-day matters.
>
> The only limitations that we must place are to prevent ArgoUML from
> producing non-free software (as per the 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 FOSS 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 ArgoUML, in their capacity as individuals
> (when
> not representing ArgoUML), still may engage in for-profit service
> businesses related to their Free Software work. The work of
ArgoUML
> itself must fit the guidelines, but individuals are free to act in
> their own capacity in other endeavors.
>
> If you are ever concerned that a particular activity -- be it one
> carried out for ArgoUML or one that an individual developer engaged
> in
> independently -- might be a problem, you can always ask the
> Conservancy's
> lawyers 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
> ArgoUML
> to the relevant developers. The Conservancy, when acting as a
fiscal
> sponsor, must have the legal authority to manage ArgoUML, even
though
> section (b) delegates the day-to-day operations to the developers.
>
> d) This section clarifies that ArgoUML 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 Free Software community and does not ask member projects
to
> bear the overhead costs. Of course, projects are welcome to make
> donations to the Conservancy if they desire.
>
> Paragraph 4 - Project Fund/Variance Power
>
> This sets out the financial structure in connection with the
> relationship
> described above in paragraph 2. The Conservancy will maintain a
separate
> bank account for ArgoUML and, for tax purposes, the Conservancy will
> report all of the income to ArgoUML in its IRS filings. ArgoUML
> therefore
> will not need to file any separate tax returns with the IRS. The
> Conservancy will keep the financial books for ArgoUML. The developers
> will direct the Conservancy to spend the money on behalf of ArgoUML,
> within the limitations imposed by the tax laws. The Conservancy will
> receive any checks on behalf of ArgoUML, and it will also write checks
> on
> behalf of ArgoUML.
>
> 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 FOSS 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 the conservancy (i.e., forwarding FOSS).
>
> 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 ArgoUML. This can be a single
> maintainer, a committee of developers or a few specified
> representatives.
> To the extent that it makes sense for ArgoUML 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? ArgoUML 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.
>
> Paragraph 7 - Termination
>
> Projects can leave the 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 ArgoUML to join. If there isn't another
> fiscal sponsor or other tax exempt non-profit to take over ArgoUML,
> ArgoUML 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
> FOSS-related charitable work.
>
> These restrictions would also apply to any separate tax exempt entity,
> so
> if ArgoUML were to incorporate and achieve tax exemption outside of
the
> 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 8 - 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 9 - Counterparts/Facsimile
>
> Although it's good to have original signatures in the corporate
records,
> this allows you to simply sign the signature page and fax or scan a
copy
> for the contract to take effect.
>
>
> We hope this break down has made it clear why the agreement is
> structured
> in the way that it is. 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 ArgoUML joining the Conservancy!
>
> Karen
>
> Karen M. Sandler
> Secretary
> Software Freedom Conservancy
>
>
>
>
>
>
>
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