diff --git a/www/conservancy/static/members/apply/conservancy-fsa-template.tex b/www/conservancy/static/members/apply/conservancy-fsa-template.tex new file mode 100644 index 0000000000000000000000000000000000000000..cbfe6d076d7a1e957fa3fdd9f564c14946817b60 --- /dev/null +++ b/www/conservancy/static/members/apply/conservancy-fsa-template.tex @@ -0,0 +1,363 @@ +\documentclass[letterpaper,12pt]{article} +\usepackage{draftcopy} +\usepackage{enumitem} +\usepackage{parskip} +\usepackage{fancyhdr} +\usepackage[verbose, twoside, dvips, + paperwidth=8.5in, paperheight=11in, + left=1in, right=1in, top=1.25in, bottom=.75in, + ]{geometry} + +\pagestyle{fancy} + +\lhead{} +\rhead{} +\chead{} + +\cfoot{\thepage} +\lfoot{} +\rfoot{Initials: \rule{0.15\textwidth}{0.2mm}} +\renewcommand{\headrulewidth}{0pt} +\renewcommand{\footrulewidth}{0pt} + +\begin{document} + +\begin{center} +\textsc{\Huge Fiscal Sponsorship Agreement}{\Huge {} } +\par\end{center} + +\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). + +\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 +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. +\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 FIXME-SIGNATORIES desire to manage +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]. +\end{enumerate} +\medskip{} + + +\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}. + + +\begin{enumerate}[label=\alph*.,ref=\theenumi(\alph*)] +\item \textbf{The FIXME-LEADERSHIP-BODY-NAME Will Manage the Project}. \label{ProjectManagement} +Authority to manage the technical, artistic and philanthropic direction +of the Project and the program activities of the Project is delegated +to the FIXME-LEADERSHIP-BODY-NAME 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. +\item \textbf{The Project Will Be Free Software}. \label{FreeSoftware} +Conservancy and the FIXME-LEADERSHIP-BODY-NAME agree that any and all software +and/or documentation distributed by the Project will be distributed solely as Free Software. +Conservancy retains the sole right to determine whether Project's +software and/or documentation constitutes Free Software (as defined herein). +\item \textbf{Ultimate Responsibility of Project}. Subject to \ref{ProjectManagement} +of this Agreement, all community programs, public information work, +fundraising events, processing and acknowledgment of cash and non-cash +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. +\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 +to, all income and donations) to Conservancy for its general operations. + + +Notwithstanding the above, the Project agrees 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. + + +Conservancy will monitor any unrelated business taxable income and +may require the Project to cease activities generating such income +if the overall amounts exceed amounts permissible or prudent for Conservancy, +given Conservancy's tax exempt status. + +\item \textbf{Project Fund/Variance Power}. Beginning on the Effective Date, +Conservancy shall place all gifts, grants, contributions and other +revenues received by Conservancy and identified with the Project into +a Project Fund to be used for the sole benefit of the Project's mission +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 +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 +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 +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 +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). + +\item \textbf{Representation of the Project in Conservancy}. \label{Representation}The +FIXME-SIGNATORIES, each a signatory hereto, hereby establish and comprise +the initial members of the FIXME-LEADERSHIP-BODY-NAME +to represent the Project in its official communication with Conservancy. +The FIXME-SIGNATORIES hereby acknowledge that the FIXME-LEADERSHIP-BODY-NAME +will be subject to all terms of this Agreement. +On the Effective Date, the FIXME-SIGNATORIES hereby transfer all +rights, obligations and privileges of this Agreement over to the +FIXME-LEADERSHIP-BODY-NAME. + +[FIXME: Note: This section should describe the way in which the +Project wishes to interface with Conservancy; including who has +authority to communicate with Conservancy regarding the Project +and what is required in order for Conservancy to act on behalf +of the Project. For example, all of the Contributors confirm their +approval of a certain action, or can any one of the Contributors instruct +Conservancy to take a certain action. Also, the Contributors may +want to identify certain other individuals that have the power to +represent the Project. Here a few samples of how projects have handled +this clause in the other projects: + +\begin{itemize} +\item \textbf{Simple Self-Perpetuating Committee}. The FIXME-SIGNATORIES, +each a signatory 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. +Existing Project Committee Members (``Members'') can be removed +from and new Members can be added to the Committee by simple majority +vote of the existing Committee; however, three (3) shall be the mandatory +minimum number of Members. All decisions of the Committee shall be +made by simple majority. The Committee shall appoint, by majority +vote, one Member as its ``Representative'' to communicate all Project +decisions to Conservancy. + + +The Representative shall promptly inform Conservancy of changes in +the Committee composition and of contact information for all Members. +If Conservancy is unable, after all reasonable efforts, to contact +a majority of the Members for a period of sixty (60) days, or if the +minimum number of Members is fewer than three for a period of at least +sixty days, Conservancy may unilaterally appoint new Members from +the Project community to replace any unreachable Members and/or to +increase the Committee composition to three Members. + +\item \textbf{Self-Perpetuating Committee, w/ avoiding employees of same +company serving together}. The FIXME-SIGNATORIES, each a signatory +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. Existing Project +Committee Members (``Members'') can be removed from and new Members +can be added to the Committee by simple majority vote of the existing +Committee; however, three (3) (the ``Minimum'') shall be the mandatory +minimum number of Members. + + +For purposes of this Agreement, a Member is ``Employed'' by an Entity +if the Member is compensated for more than thirty-two (32) hours of +work per week by such Entity for a continuous period of more than +sixty (60) days. No more than one Member may be Employed by the same +Entity. + + +Should two (2) or more Members be Employed by the same Entity at any +time (e.g., if an existing Member changes employers while a Member), +Members Employed by the same Entity must immediately resign in succession +until only one (1) of them remains on the Committee. Should voluntarily +resignations fail to yield the aforementioned result after sixty (60) +days, the Members Sharing an Employer shall be removed by Conservancy +from the Committee in order of decreasing seniority. Seniority shall +be determined by length of service by the Member on the Committee, +including all historical periods of non-contiguous service. + + +All decisions of the Committee shall be made by simple majority. The +Committee shall appoint, by majority vote, one Member as its Representative +to communicate all Project decisions to Conservancy. The Representative +shall promptly inform Conservancy of changes in the Committee composition +and of contact information for all Members. If Conservancy is unable, +after all reasonable efforts, to contact a majority of the Members +for a period of sixty (60) days, or if the number of Members is fewer +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. + +\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 +project usually has a uniquely worded Representation section. ] + +\item \textbf{Outstanding Liabilities}. The FIXME-SIGNATORIES represent +that any liabilities that may be outstanding in connection with the +Project have been disclosed to Conservancy. +\item \textbf{Termination}. \label{Termination} The FIXME-LEADERSHIP-BODY-NAME or Conservancy +may terminate this Agreement at any time subject to the following +understandings: + + +\begin{enumerate}[label=\alph*.,ref=\theenumi(\arabic*)] + +\item \textbf{Notice and Successor Search}. Either Conservancy or the FIXME-LEADERSHIP-BODY-NAME +may terminate this Agreement on sixty (60) days' written notice to +the other Party, so long as a Successor can be found that meets the +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), +\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, +\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 +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 +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. +\end{enumerate} +\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 +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 +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. +\end{enumerate} +\vfill{} + + +\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} + + +By: \hspace{0.95em}\rule{0.50\textwidth}{0.2mm} \hfill{}Date: \rule{0.25\textwidth}{0.2mm} + +\hspace{2.5em} \textsc{The Software Freedom Conservancy, Inc. } + +\hspace{2.5em} Bradley M. Kuhn + +\hspace{2.5em} Title: Executive Director \\[6ex] + +\vspace{2ex} + + +By: \hspace{0.95em}\rule{0.50\textwidth}{0.2mm} \hfill{}Date: \rule{0.25\textwidth}{0.2mm} + +\hspace{2.5em} [FIXME-CONTRIBUTOR] + +\vspace{2ex} + + +By: \hspace{0.95em}\rule{0.50\textwidth}{0.2mm} \hfill{}Date: \rule{0.25\textwidth}{0.2mm} + +\hspace{2.5em} [FIXME-CONTRIBUTOR] +\end{document}