Changeset - aac6a0c94ef2
[Not reviewed]
0 2 0
Update FSA template to match what Conservancy is currently using; only a few changes.
2 files changed with 41 insertions and 33 deletions:
0 comments (0 inline, 0 general)
www/conservancy/static/members/apply/ConservancyFSATemplate.pdf
 binary diff not shown
 ... @@ -28,18 +28,18 @@  \bigskip{}  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''). Conservancy  is a New York nonprofit public benefit corporation located in Brooklyn,  New York, which has received recognition of exemption from federal  income tax under Section 501(c)(3) of the Internal Revenue Code (IRC)  and classification as a public charity under IRC Sections 509(a)(1)  and 170(b)(1)(A)(vi).  on behalf of the project known as FIXME (the Project'') (each, a  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  the Internal Revenue Code (IRC) and classification as a public charity under  IRC Sections 509(a)(1) and 170(b)(1)(A)(vi).  \textsc{Whereas:}  \begin{enumerate}[label=\Alph*.,ref=\S \Alph*]  \item Conservancy's organizational mission and charitable goal is to promote,  improve, develop and defend Free, Libre, and Open Source Software  ... @@ -60,13 +60,13 @@ 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].  \end{enumerate}  \medskip{}  \textsc{Now, therefore, the parties hereby agree as follows:}  \textsc{Now, therefore, the Parties hereby agree as follows:}  \begin{enumerate}[label=\arabic*.,ref=\S~\arabic*]  \item \textbf{Term of Agreement}. As of the Effective Date, the Project  joins Conservancy, which relationship will continue unless and until  terminated as set forth in \ref{Termination}.  \item \textbf{Project Management and Activities}.  ... @@ -96,18 +96,18 @@ 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  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 Project agrees to donate ten percent  (10\%) of its gross revenue (including, but not necessarily limited  \item \textbf{Fees}. The FIXME-SIGNATORIES 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 Project agrees that should Conservancy  Notwithstanding the above, the FIXME-SIGNATORIES 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  Project's behalf, such taxes shall be deducted from the Project Fund.  ... @@ -124,26 +124,26 @@ as that mission may be defined by the FIXME-LEADERSHIP-BODY-NAME 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.  Conservancy agrees to make a good faith effort to consider any expressed  donor intent in making determinations on the expenditure of that donor's  gift; however, the Parties acknowledge that expressions of donor intent  are not legally binding on Conservancy. The parties agree that all  are not legally binding on Conservancy. The Parties agree that all  money, and the fair market value of all property, deposited in the  Project Fund be reported as the income of Conservancy, for both tax  purposes and for purposes of Conservancy's financial statements. It  is the intent of the parties that this Agreement be interpreted to  is the intent of the Parties that this Agreement be interpreted to  provide Conservancy with variance powers necessary to enable Conservancy  to treat the Project Fund as Conservancy's asset in accordance with  Financial Accounting Statement No. 136 issued by the Financial Accounting  Standards Board, while this Agreement is in effect.  \item \textbf{Project Fund Management / Performance of Charitable Purposes}.  \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  Project agrees not to use its funds or operate in any way which would  FIXME-SIGNATORIES 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  or written, to that effect shall be made between Conservancy and any  revenue source. Conservancy shall not use any portion of the assets  to participate or intervene in any political campaign on behalf or  ... @@ -236,28 +236,36 @@ 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 signatory hereto, shall supervise the election of a Project Oversight  Committee to represent the Project in its official capacity with the  Conservancy. There shall be seven Project Oversight Committee members,  elected by the community members of the Project. The list of community  members with voting rights (Voting Membership'') is maintained  by the community and is available on request. The criterion for Voting  Membership is to have demonstrated an interest in the future of the  Project. An request for addition to the Voting Membership list can  be made by contacting the Election Team via the community mailing  list, and requesting the addition. Such requests must be endorsed  by at least one Voting Member.  The Project Oversight Committee may, by majority vote, revise the  criteria for Voting Membership and shall promptly notify Conservancy  of any such revisions.  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  ... @@ -287,26 +295,26 @@ under IRC Section 501(c)(3),  \item the Successor is willing and able to sponsor the Project, and,  \item the Successor has (a) communicated its willingness to sponsor the   Project in writing to Conservancy and (b) sent a copy of its 501(c)(3) determination letter to Conservancy, and,  \item the Successor is approved in writing by both Parties by the end of  the 60-day period, such approval not to be unreasonably withheld.  \end{enumerate}  \item \textbf{Additional Search Periods}. If the parties cannot agree on  \item \textbf{Additional Search Periods}. If the Parties cannot agree on  a Successor to sponsor the Project, the FIXME-LEADERSHIP-BODY-NAME  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.  \item \textbf{Transfer to a Successor}. If a Successor has Qualified, the balance  of assets in the Project Fund, together with any other assets held  or liabilities incurred by Conservancy in connection with the  Project, shall be transferred to the Successor within thirty (30)  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 may dispose of the Project assets and liabilities  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   of the Effective Date.  ... @@ -314,13 +322,13 @@ The FIXME-SIGNATORIES hereby acknowledge that they will relinquish any  \item \textbf{Miscellaneous}. Each provision of this Agreement shall be  separately enforceable, and the invalidity of one provision shall  not affect the validity or enforceability of any other provision.  This Agreement shall be interpreted and construed in accordance with  the laws of the State of New York. This Agreement constitutes the  only agreement, and supersedes all prior agreements and understandings,  both written and oral, among the parties with respect to the subject  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.  \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  ... @@ -329,13 +337,13 @@ have been signed by each Party hereto and delivered to the other Party.  In lieu of the original, a facsimile transmission or copy of the original  shall be as effective and enforceable as the original.  \end{enumerate}  \vfill{}  \textsc{In witness whereof}, the parties have executed this Fiscal  \textsc{In witness whereof}, the Parties have executed this Fiscal  Sponsorship Agreement effective on the FIXME day of FIXME, FIXME (the  Effective Date'').  \vspace{3em}