Changeset - aac6a0c94ef2
[Not reviewed]
0 2 0
Bradley Kuhn (bkuhn) - 10 years ago 2013-02-05 18:42:09
bkuhn@ebb.org
Update FSA template to match what Conservancy is currently using; only a few changes.
2 files changed with 41 insertions and 33 deletions:
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www/conservancy/static/members/apply/ConservancyFSATemplate.pdf
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www/conservancy/static/members/apply/conservancy-fsa-template.tex
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@@ -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}
 

	
 

	
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