diff --git a/conservancy/static/docs/sponsorship-agreement-template.tex b/conservancy/static/docs/sponsorship-agreement-template.tex index ebc2dcbea548f53f9b8873d6adc9b9a2777e1238..e3cef68d0d6898372b7276a3b1e95ab755ef2a7a 100644 --- a/conservancy/static/docs/sponsorship-agreement-template.tex +++ b/conservancy/static/docs/sponsorship-agreement-template.tex @@ -49,7 +49,7 @@ By: \hspace{0.95em}\rule{0.50\textwidth}{0.2mm} \hfill{}Date: \rule{0.25\textwid \begin{document} \begin{center} -\textsc{\Huge Fiscal Sponsorship Agreement}{\Huge {} } +\textsc{\Huge Fiscal Sponsorship Agreement}{\Huge {} } \par\end{center} \bigskip{} @@ -57,11 +57,11 @@ By: \hspace{0.95em}\rule{0.50\textwidth}{0.2mm} \hfill{}Date: \rule{0.25\textwid This Agreement is made by and between Software Freedom Conservancy (``Conservancy'') and FIXME-CONTRIBUTOR-NAMES (the ``\signatories'') -on behalf of the project known as \projectname (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 -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 +on behalf of the project known as \projectname (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 +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). \textsc{Whereas:} @@ -69,22 +69,22 @@ IRC Sections 509(a)(1) and 170(b)(1)(A)(vi). \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 -projects. +projects. \item The purpose of the Project is to produce, distribute, document, and improve software and/or documentation that can be freely copied, modified and redistributed, and for which modified versions can also be redistributed (``Free Software''), and to facilitate and organize its production, improvement and ease -of use. +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 \signatories desire to manage -the Project under the sponsorship of Conservancy. +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]. \end{enumerate} \medskip{} @@ -94,7 +94,7 @@ principal office of the Project is located at: [FIXME: MAILING ADDRESS]. \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}. +terminated as set forth in \ref{Termination}. \item \textbf{Project Management and Activities}. @@ -106,7 +106,7 @@ to the \leadershipbody 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. +or \ref{CharitablePurpose} of this Agreement. \item \textbf{The Project Will Be Free Software}. \label{FreeSoftware} Conservancy and the \leadershipbody agree that any and all software and/or documentation distributed by the Project will be distributed solely as Free Software. @@ -119,11 +119,11 @@ revenue items, accounts payable and receivable, negotiation of leases 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. +beginning on the Effective Date. \item \textbf{Project Not An Agent Of Conservancy}. The \signatories hereby acknowledge that the Project and the \leadershipbody do not and shall not act as an agent for Conservancy unless specifically -authorized in writing by Conservancy to do so. +authorized in writing by Conservancy to do so. \end{enumerate} \item \textbf{Fees}. The \signatories agree to donate ten percent (10\%) of the Project's gross revenue (including, but not necessarily limited @@ -161,7 +161,7 @@ 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. +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 @@ -176,7 +176,7 @@ to participate or intervene in any political campaign on behalf or in opposition to any candidate for public office, to induce or encourage 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). +inconsistent with IRC Section 501(c)(3). \item \textbf{Representation of the Project in Conservancy}. \label{Representation}The \signatories, each a signatory hereto, hereby establish and comprise @@ -265,28 +265,28 @@ Members and/or to increase the Committee composition to the required Minimum. \item \textbf{An Elected Oversight Committee.} The \signatories, each -a signatory hereto, shall initially [FIXME: form or comprise] the -\leadershipbody as a Project Committee (``Committee'') to +a signatory hereto, shall initially [FIXME: form or comprise] the +\leadershipbody 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 +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. +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 +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. @@ -299,7 +299,7 @@ project usually has a uniquely worded Representation section. ] \item \textbf{Outstanding Liabilities}. The \signatories represent that any liabilities that may be outstanding in connection with the -Project have been disclosed to Conservancy. +Project have been disclosed to Conservancy. \item \textbf{Termination}. \label{Termination} The \leadershipbody or Conservancy may terminate this Agreement at any time subject to the following understandings: @@ -315,20 +315,20 @@ following requirements (the ``Successor has Qualified''): \begin{enumerate}[label=\roman*.,ref=\theenumi(\alph{enumii})(\roman*)] \item the Successor is another nonprofit corporation which is tax-exempt -under IRC Section 501(c)(3), +under IRC Section 501(c)(3), \item the Successor is not classified as a private foundation under Section -509(a), -\item the Successor is willing and able to sponsor the Project, and, +509(a), +\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, + 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 Notice Period, such approval not to be unreasonably withheld. +the Notice 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 \leadershipbody 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. +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 @@ -339,8 +339,8 @@ that may be required. \item \textbf{Termination Without a Successor}. If no Successor is found, Conservancy may dispose of Project assets and liabilities in any manner consistent with applicable tax and charitable trust -laws. -\item \textbf{\signatories' Right to Terminate.} +laws. +\item \textbf{\signatories' Right to Terminate.} The \signatories hereby acknowledge that they will relinquish any rights to terminate separate from the \leadershipbody as of the Effective Date. @@ -352,16 +352,16 @@ 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 -matter hereof. +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 \leadershipbody. +except in writing and signed by both Conservancy and the entirety of \leadershipbody. \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 same instrument, and shall become effective when one or more counterparts 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. +shall be as effective and enforceable as the original. \end{enumerate} \vfill{}