Re: [OPEN-ILS-GENERAL] Details of fiscal sponsorship agreement for Evergreen Conservancy
For whatever reason, I cannot get this to open, could you resent it in another format? Thank you Georgette Georgette Rogers Circulation Supervisor Liberty Lake Municipal Library 23123 E Mission Ave Liberty Lake, WA 99019 509-435-0778 1-866-729-8507 From: open-ils-general-boun...@list.georgialibraries.org [open-ils-general-boun...@list.georgialibraries.org] On Behalf Of Dan Scott [...@coffeecode.net] Sent: Tuesday, December 07, 2010 8:43 AM To: open-ils-general@list.georgialibraries.org Cc: Bradley M. Kuhn; evergreen-governa...@list.georgialibraries.org Subject: Re: [OPEN-ILS-GENERAL] Details of fiscal sponsorship agreement for Evergreen Conservancy Following on my Nov. 10th email and the general agreement indicated both on the mailing lists and at the last Evergreen Govenernance meeting, I have attached LaTex and PDF versions of an updated fiscal sponsorship agreement between Evergreen and the Conservancy that I would like to propose we forward to Bradley Kuhn of the Software Freedom Conservancy. Bradley gave us a walkthrough of the sections of the document in his email to the project (http://libmail.georgialibraries.org/pipermail/open-ils-general/2010-October/003540.html), so I'll highlight the changes that I've made to the document: 1. In general, change the references to the Developer[s] to the Interim Oversight Board and include the list of all members of the Interim Governance Committee as taken from one of the most recent drafts of the proposed rules of governance for the Evergreen Software Foundation. Bradley had suggested that we should have all members of the Interim Governance Committee sign the sponsorship agreement with the Software Freedom Conservancy, so I have also included spots for each name for signing the document at the end of the agreement. 2. Fees: I _believe_ we discussed this at the last Governance Committee meeting, but don't see it in the minutes - did we agree to directing 10% of project revenues to the Conservancy for the purposes of offsetting their overhead (banking, bookkeeping, reporting, etc)? There had been suggestions that Georgia and Michigan were willing to contribute the proceeds from their respective conferences to the Conservancy, but as we don't expect to be rolling in revenue for the foreseeable future, I think we had agreed to the standard (for umbrella organizations) 10% fee structure, which would leave 90% of the conference proceeds to be directed (if necessary) towards some greater good of the project. I also seem to recall that we would revisit the percentage after some period of time - certainly after we finalize and adopt our official rules of governance. 3. Representation of the Project to the Conservancy: At the last Governance Committee meeting, we agreed to have Elizabeth McKinney, Galen Charlton, and Dan Scott represent the Evergreen project to the Conservancy (that is, have the power to direct project funds to be used in some way). We also agreed that these representatives would consult with the Governance Committee. I've written that two of the three representatives need to consent to a particular direction to the Conservancy (giving us the ability to avoid paralysis in the short term if one of the representatives is incapacitated for some reason; presumably this section would be rewritten to change the representatives' names in the longer term in that scenario). **QUESTION**: There have been some members of the Interim Governance Committee that have been inactive in the Governance process. Do we want to pare the list down? **ACTION**: The agreement calls for a primary mailing address for the Evergreen project. Suggestions? Georgia PINES?
Re: [OPEN-ILS-GENERAL] Details of fiscal sponsorship agreement for Evergreen Conservancy
That worked, thank you very much Georgette Rogers Circulation Supervisor Liberty Lake Municipal Library 23123 E Mission Ave Liberty Lake, WA 99019 509-435-0778 1-866-729-8507 From: open-ils-general-boun...@list.georgialibraries.org [open-ils-general-boun...@list.georgialibraries.org] On Behalf Of Dan Scott [...@coffeecode.net] Sent: Tuesday, December 07, 2010 1:45 PM To: Evergreen Discussion Group Cc: evergreen-governanc...@list.georgialibraries.org; Bradley M. Kuhn Subject: Re: [OPEN-ILS-GENERAL] Details of fiscal sponsorship agreement for Evergreen Conservancy On Tue, Dec 07, 2010 at 01:34:40PM -0800, Georgette Rogers wrote: For whatever reason, I cannot get this to open, could you resent it in another format? Hi Georgette: If your email client didn't like how the PDF was attached to my message, perhaps you'll have more luck with the draft sponsorship agreement in PDF format at http://evergreen-ils.org/dokuwiki/doku.php?id=governance:structure See the first link under the heading Conservancy application called: 'Draft: Sponsorship agreement as of 2010-12-07 - for comment' Dan
Re: [OPEN-ILS-GENERAL] Details of fiscal sponsorship agreement for Evergreen Conservancy
On Tue, Dec 7, 2010 at 11:43 AM, Dan Scott d...@coffeecode.net wrote: meeting, but don't see it in the minutes - did we agree to directing 10% of project revenues to the Conservancy... which would leave 90% of the conference proceeds to be Do you really mean _revenues_? That is not proceeds, revenues means 10% of all the money you bring in. That IS a standard way to handle 501-c-3 fiscal sponsorship, when it comes to _donations_. Like if someone wants to donate $100 to Evergreen, The Conservancy would get $10 of it. (Although 10% is actually kinda high, 5%-8% might be more typical). But I don't think that's probably what you want to do with a _conference_, especially not _revenues_. 10% of conference revenues to the Conservancy means you have to add 10% to your conference budget, meaning 10% more sponsor money and/or registration fees, to pay the Conservancy. (Okay, not 10% more, but... um... X more where X * .9 = original, um, whatever that percent is). You might want to make sure you're clear about this before you sign an agreement. Jonathan
Re: [OPEN-ILS-GENERAL] Details of fiscal sponsorship agreement for Evergreen Conservancy
Dan writes: [snip] However, we don't have to exist in the mean time without the benefit of being part of a 501(c)(3); based on the draft agreement, the relationship with the Conservancy can be as lightweight as a temporary home that we can leave in 60 days if another 501(c)(3) can receive the assets. I've checked with Bradley Kuhn to ensure that would be okay, and he said I really don't get why people don't just use as that: Keep debating the other issues while having a Conservancy membership, and even move in forming the new org in parallel. So, based on that, would it be possible to move forward on the governance front in two tracks? 1) Short-term (e.g. next month?): establish an agreement with the Conservancy that enables us to take advantage of the benefits of being part of a 501(c)(3) and provides a neutral place for holding the Evergreen collateral (trademarks, logos, domain names...). We would work directly with the Conservancy to establish the ground rules for our agreement (as Bradley offered when he sent us the sponsorship agreement - and which we have not as of yet used). Some projects simply nominate one person to act as the point of contact with the Conservancy; it could be as simple as that. If we get set up before the end of year, then Americans would be able to make tax-free donations to Evergreen as a Christmas present! 2) Longer-term (e.g. in time for the next Evergreen Conference): establish the complete set of rules of governance, including standing committees, membership rules fees, meeting rules, compensation, possibly setting up a standalone 501(c)(3)? Dan Yes, I am in complete agreement with you, Dan. As a member of the interim governance committee of the Evergreen Foundation, I endorse this approach. I think we need something short-tem to protect the Evergreen collateral (a nice way to describe it, btw), and if we got that in place now, we could move forward on the longer-term goals of the Foundation. Amy Date: Wed, 10 Nov 2010 11:24:52 -0500 From: Dan Scott d...@coffeecode.net Subject: Re: [OPEN-ILS-GENERAL] Details of fiscal sponsorship agreement for Evergreen Conservancy To: open-ils-general@list.georgialibraries.org, evergreen-governanc...@list.georgialibraries.org Message-ID: aanlktikue_-u1a4avyxba0e5ocg2ga0vcegahh535...@mail.gmail.com Content-Type: text/plain; charset=UTF-8 The Conservancy has added one new member organization since we received the draft agreement, and it's not us! (http://sfconservancy.org/news/2010/nov/10/pypy-joins/). Based on the lack of comments, I'm wondering if anyone has looked at the Software Freedom Conservancy draft agreement that I posted to the open-ils-general list on October 21? At the time, I had suggested that we try to collect a list of questions together by October 28th, a date that has come and gone. On the governance list, we've been doing some soul-searching about whether to establish a small, focused foundation or a very broad foundation. In principle, I'm not opposed to a foundation that includes a users' group, various committees, membership fees, etc, but I worry that getting it right will take a long time - and when dealing with a scope that broad, I would much rather get things right and take a long time, than get things done fast but fatally flawed at the outset. However, we don't have to exist in the mean time without the benefit of being part of a 501(c)(3); based on the draft agreement, the relationship with the Conservancy can be as lightweight as a temporary home that we can leave in 60 days if another 501(c)(3) can receive the assets. I've checked with Bradley Kuhn to ensure that would be okay, and he said I really don't get why people don't just use as that: Keep debating the other issues while having a Conservancy membership, and even move in forming the new org in parallel. So, based on that, would it be possible to move forward on the governance front in two tracks? 1) Short-term (e.g. next month?): establish an agreement with the Conservancy that enables us to take advantage of the benefits of being part of a 501(c)(3) and provides a neutral place for holding the Evergreen collateral (trademarks, logos, domain names...). We would work directly with the Conservancy to establish the ground rules for our agreement (as Bradley offered when he sent us the sponsorship agreement - and which we have not as of yet used). Some projects simply nominate one person to act as the point of contact with the Conservancy; it could be as simple as that. If we get set up before the end of year, then Americans would be able to make tax-free donations to Evergreen as a Christmas present! 2) Longer-term (e.g. in time for the next Evergreen Conference): establish the complete set of rules of governance, including standing committees, membership rules fees, meeting rules, compensation, possibly setting up a standalone 501
Re: [OPEN-ILS-GENERAL] Details of fiscal sponsorship agreement for Evergreen Conservancy
I am in favor of moving forward with the Software Freedom Conservancy membership to protect our Evergreen assets under their umbrella 501(c)3. I suggest we appoint an interim contact person (or two). Over all of our discussions in the Governance Committee, I have seen nothing but benefit from this approach. If there are any drawbacks to using the SFC, this needs to be brought to our attention now. I would love to hear from others to ensure we have community buy-in. Just a hear hear or a ++ would be nice so we know people are aware of the plan. If there are no objections (and even if no one responds affirmatively) I think we should feel free to move forward with membership in the SFC at the next opportunity. Lori Ayre On Wed, Nov 10, 2010 at 8:24 AM, Dan Scott d...@coffeecode.net wrote: The Conservancy has added one new member organization since we received the draft agreement, and it's not us! (http://sfconservancy.org/news/2010/nov/10/pypy-joins/). Based on the lack of comments, I'm wondering if anyone has looked at the Software Freedom Conservancy draft agreement that I posted to the open-ils-general list on October 21? At the time, I had suggested that we try to collect a list of questions together by October 28th, a date that has come and gone. On the governance list, we've been doing some soul-searching about whether to establish a small, focused foundation or a very broad foundation. In principle, I'm not opposed to a foundation that includes a users' group, various committees, membership fees, etc, but I worry that getting it right will take a long time - and when dealing with a scope that broad, I would much rather get things right and take a long time, than get things done fast but fatally flawed at the outset. However, we don't have to exist in the mean time without the benefit of being part of a 501(c)(3); based on the draft agreement, the relationship with the Conservancy can be as lightweight as a temporary home that we can leave in 60 days if another 501(c)(3) can receive the assets. I've checked with Bradley Kuhn to ensure that would be okay, and he said I really don't get why people don't just use as that: Keep debating the other issues while having a Conservancy membership, and even move in forming the new org in parallel. So, based on that, would it be possible to move forward on the governance front in two tracks? 1) Short-term (e.g. next month?): establish an agreement with the Conservancy that enables us to take advantage of the benefits of being part of a 501(c)(3) and provides a neutral place for holding the Evergreen collateral (trademarks, logos, domain names...). We would work directly with the Conservancy to establish the ground rules for our agreement (as Bradley offered when he sent us the sponsorship agreement - and which we have not as of yet used). Some projects simply nominate one person to act as the point of contact with the Conservancy; it could be as simple as that. If we get set up before the end of year, then Americans would be able to make tax-free donations to Evergreen as a Christmas present! 2) Longer-term (e.g. in time for the next Evergreen Conference): establish the complete set of rules of governance, including standing committees, membership rules fees, meeting rules, compensation, possibly setting up a standalone 501(c)(3)? Dan On 21 October 2010 17:00, Dan Scott d...@coffeecode.net wrote: Please find below the explanation of and attached PDF Tex documents concerning the Evergreen / Software Freedom Conservancy agreement that we will need to sign in order to move forward with establishing the Evergreen Software Foundation as a member project of the Software Freedom Conservancy. In recognition of Bradley's time, I recommend that we discuss the agreement on the list, and compile a list of questions that come up during the course of the discussion. Perhaps we can try to pull together any major questions by the end of next week (Friday, October 28th)? - Forwarded message from Bradley M. Kuhn bk...@sfconservancy.org - Date: Thu, 21 Oct 2010 08:32:17 -0700 From: Bradley M. Kuhn bk...@sfconservancy.org To: Dan Scott d...@coffeecode.net Subject: Details of fiscal sponsorship agreement for Evergreen Conservancy User-Agent: Gnus/5.13 (Gnus v5.13) Emacs/23.1 (gnu/linux) I'm glad that you are considering joining the Conservancy and I am pleased to extend an invitation to Evergreen. Attached is a draft of the fiscal sponsorship agreement that representatives of Evergreen will need to sign in order to join the Conservancy. (Both LaTeX source and PDF are included.) Please read this agreement and share and discuss it with all of the key people involved in Evergreen. As mentioned in my previous email, generally, we leave it for the Evergreen community to decide how you'd like to discuss the document, as signing such an agreement is a big
Re: [OPEN-ILS-GENERAL] Details of fiscal sponsorship agreement for Evergreen Conservancy
On Wed, Nov 10, 2010 at 11:51 AM, Lori Bowen Ayre lori.a...@galecia.com wrote: I am in favor of moving forward with the Software Freedom Conservancy membership to protect our Evergreen assets under their umbrella 501(c)3. I suggest we appoint an interim contact person (or two). Over all of our discussions in the Governance Committee, I have seen nothing but benefit from this approach. If there are any drawbacks to using the SFC, this needs to be brought to our attention now. I would love to hear from others to ensure we have community buy-in. Just a hear hear or a ++ would be nice so we know people are aware of the plan. If there are no objections (and even if no one responds affirmatively) I think we should feel free to move forward with membership in the SFC at the next opportunity. Speaking only as a community member and individual Evergreen developer, I support moving forward with the SFC with all due speed. --miker Lori Ayre On Wed, Nov 10, 2010 at 8:24 AM, Dan Scott d...@coffeecode.net wrote: The Conservancy has added one new member organization since we received the draft agreement, and it's not us! (http://sfconservancy.org/news/2010/nov/10/pypy-joins/). Based on the lack of comments, I'm wondering if anyone has looked at the Software Freedom Conservancy draft agreement that I posted to the open-ils-general list on October 21? At the time, I had suggested that we try to collect a list of questions together by October 28th, a date that has come and gone. On the governance list, we've been doing some soul-searching about whether to establish a small, focused foundation or a very broad foundation. In principle, I'm not opposed to a foundation that includes a users' group, various committees, membership fees, etc, but I worry that getting it right will take a long time - and when dealing with a scope that broad, I would much rather get things right and take a long time, than get things done fast but fatally flawed at the outset. However, we don't have to exist in the mean time without the benefit of being part of a 501(c)(3); based on the draft agreement, the relationship with the Conservancy can be as lightweight as a temporary home that we can leave in 60 days if another 501(c)(3) can receive the assets. I've checked with Bradley Kuhn to ensure that would be okay, and he said I really don't get why people don't just use as that: Keep debating the other issues while having a Conservancy membership, and even move in forming the new org in parallel. So, based on that, would it be possible to move forward on the governance front in two tracks? 1) Short-term (e.g. next month?): establish an agreement with the Conservancy that enables us to take advantage of the benefits of being part of a 501(c)(3) and provides a neutral place for holding the Evergreen collateral (trademarks, logos, domain names...). We would work directly with the Conservancy to establish the ground rules for our agreement (as Bradley offered when he sent us the sponsorship agreement - and which we have not as of yet used). Some projects simply nominate one person to act as the point of contact with the Conservancy; it could be as simple as that. If we get set up before the end of year, then Americans would be able to make tax-free donations to Evergreen as a Christmas present! 2) Longer-term (e.g. in time for the next Evergreen Conference): establish the complete set of rules of governance, including standing committees, membership rules fees, meeting rules, compensation, possibly setting up a standalone 501(c)(3)? Dan On 21 October 2010 17:00, Dan Scott d...@coffeecode.net wrote: Please find below the explanation of and attached PDF Tex documents concerning the Evergreen / Software Freedom Conservancy agreement that we will need to sign in order to move forward with establishing the Evergreen Software Foundation as a member project of the Software Freedom Conservancy. In recognition of Bradley's time, I recommend that we discuss the agreement on the list, and compile a list of questions that come up during the course of the discussion. Perhaps we can try to pull together any major questions by the end of next week (Friday, October 28th)? - Forwarded message from Bradley M. Kuhn bk...@sfconservancy.org - Date: Thu, 21 Oct 2010 08:32:17 -0700 From: Bradley M. Kuhn bk...@sfconservancy.org To: Dan Scott d...@coffeecode.net Subject: Details of fiscal sponsorship agreement for Evergreen Conservancy User-Agent: Gnus/5.13 (Gnus v5.13) Emacs/23.1 (gnu/linux) I'm glad that you are considering joining the Conservancy and I am pleased to extend an invitation to Evergreen. Attached is a draft of the fiscal sponsorship agreement that representatives of Evergreen will need to sign in order to join the Conservancy. (Both LaTeX source and PDF are included.) Please read this agreement and share and discuss it with
Re: [OPEN-ILS-GENERAL] Details of fiscal sponsorship agreement for Evergreen Conservancy
++ I agree that keeping forward momentum is important. The ultimate form of the organization will best be attained as an evolutionary/agile process rather than trying to shape it all before taking the first 501(c)3 step. Brian On Wed, Nov 10, 2010 at 8:24 AM, Dan Scott d...@coffeecode.net wrote: So, based on that, would it be possible to move forward on the governance front in two tracks? 1) Short-term (e.g. next month?): establish an agreement with the Conservancy that enables us to take advantage of the benefits of being part of a 501(c)(3) and provides a neutral place for holding the Evergreen collateral (trademarks, logos, domain names...). We would work directly with the Conservancy to establish the ground rules for our agreement (as Bradley offered when he sent us the sponsorship agreement - and which we have not as of yet used). Some projects simply nominate one person to act as the point of contact with the Conservancy; it could be as simple as that. If we get set up before the end of year, then Americans would be able to make tax-free donations to Evergreen as a Christmas present! 2) Longer-term (e.g. in time for the next Evergreen Conference): establish the complete set of rules of governance, including standing committees, membership rules fees, meeting rules, compensation, possibly setting up a standalone 501(c)(3)? Dan
Re: [OPEN-ILS-GENERAL] Details of fiscal sponsorship agreement for Evergreen Conservancy
On Wed, Nov 10, 2010 at 12:37 PM, Brian Feifarek bfeifa...@q.com wrote: ++ I agree that keeping forward momentum is important. The ultimate form of the organization will best be attained as an evolutionary/agile process rather than trying to shape it all before taking the first 501(c)3 step. +1 -- Jason
Re: [OPEN-ILS-GENERAL] Details of fiscal sponsorship agreement for Evergreen Conservancy
Hi, On Nov 10, 2010, at 11:24 AM, Dan Scott wrote: 1) Short-term (e.g. next month?): establish an agreement with the Conservancy that enables us to take advantage of the benefits of being part of a 501(c)(3) and provides a neutral place for holding the Evergreen collateral (trademarks, logos, domain names...). We would work directly with the Conservancy to establish the ground rules for our agreement (as Bradley offered when he sent us the sponsorship agreement - and which we have not as of yet used). +1 2) Longer-term (e.g. in time for the next Evergreen Conference): establish the complete set of rules of governance, including standing committees, membership rules fees, meeting rules, compensation, possibly setting up a standalone 501(c)(3)? +1 Regards, Galen -- Galen Charlton VP, Data Services Equinox Software, Inc. / Your Library's Guide to Open Source email: g...@esilibrary.com direct: +1 352-215-7548 skype: gmcharlt web:http://www.esilibrary.com/
Re: [OPEN-ILS-GENERAL] Details of fiscal sponsorship agreement for Evergreen Conservancy
There has been some recent discussion about those rules of governance on the Evergreen-Governance mailing list; I'm hoping that that discussion will be brought back over to the Evergreen-General mailing list soon, as both of these matters are of great significance to the future of the Evergreen community. I have set the archives of the Evergreen-Governance-L mailing list to be publicly accessible here: http://list.georgialibraries.org/pipermail/evergreen-governance-l/ To be clear, (and I'm saying this to the community as a whole, not necessarily to you, Dan) the goal has never been to be a closed or exclusive group, but to keep communication at a manageable level. I realize that the effect has been that it seems opaque - just know that our goals have been around fair representation of all stakeholders while keeping the group at a manageable size. Chris Sharp PINES Program Manager Georgia Public Library Service 1800 Century Place, Suite 150 Atlanta, Georgia 30345 (404) 235-7147 csh...@georgialibraries.org http://pines.georgialibraries.org/ - Original Message - From: Dan Scott d...@coffeecode.net To: open-ils-general@list.georgialibraries.org Sent: Thursday, October 21, 2010 5:00:00 PM Subject: [OPEN-ILS-GENERAL] Details of fiscal sponsorship agreement for Evergreen Conservancy Please find below the explanation of and attached PDF Tex documents concerning the Evergreen / Software Freedom Conservancy agreement that we will need to sign in order to move forward with establishing the Evergreen Software Foundation as a member project of the Software Freedom Conservancy. In recognition of Bradley's time, I recommend that we discuss the agreement on the list, and compile a list of questions that come up during the course of the discussion. Perhaps we can try to pull together any major questions by the end of next week (Friday, October 28th)? A major corollary to the agreement with the Software Freedom Conservancy is the proposed rules of governance for the Evergreen Software Foundation. There has been some recent discussion about those rules of governance on the Evergreen-Governance mailing list; I'm hoping that that discussion will be brought back over to the Evergreen-General mailing list soon, as both of these matters are of great significance to the future of the Evergreen community. Dan - Forwarded message from Bradley M. Kuhn bk...@sfconservancy.org - Date: Thu, 21 Oct 2010 08:32:17 -0700 From: Bradley M. Kuhn bk...@sfconservancy.org To: Dan Scott d...@coffeecode.net Subject: Details of fiscal sponsorship agreement for Evergreen Conservancy User-Agent: Gnus/5.13 (Gnus v5.13) Emacs/23.1 (gnu/linux) I'm glad that you are considering joining the Conservancy and I am pleased to extend an invitation to Evergreen. Attached is a draft of the fiscal sponsorship agreement that representatives of Evergreen will need to sign in order to join the Conservancy. (Both LaTeX source and PDF are included.) Please read this agreement and share and discuss it with all of the key people involved in Evergreen. As mentioned in my previous email, generally, we leave it for the Evergreen community to decide how you'd like to discuss the document, as signing such an agreement is a big step for the project and you should consider the agreement in whatever forum is most appropriate for your community. I'm happy to answer questions from the community as you consider the document, and you should feel comfortable cc'ing me on any threads you think I should comment on. (However, before doing so, please make sure I can post back to any lists included in the Cc without being formally subscribed.) Meanwhile, you are also welcome to batch questions into one group as well and email them to me directly, and just repost my responses. Basically, whatever works well for you works fine for me. I strongly suggest that you share the agreement draft as wide as possible throughout the community, and make sure anyone who has ever been a serious contributor to the project in the past or currently is made aware of your plans to join Conservancy. We very much rely on you to make sure that your entire community is in agreement with joining Conservancy, so please make efforts to be sure everyone has had their say. Regarding the agreement, some of the more complex provisions of the agreement reflect the special considerations necessary to support the Conservancy's tax exempt status. However, on the whole, I 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 Evergreen'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
