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Update FSA template to match what Conservancy is currently using; only a few changes.

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Bradley M. Kuhn 2013-02-05 13:42:09 -05:00
parent 17f49d99c0
commit aac6a0c94e
2 changed files with 39 additions and 31 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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@ -31,12 +31,12 @@
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:}
@ -63,7 +63,7 @@ principal office of the Project is located at: [FIXME: MAILING ADDRESS].
\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
@ -99,12 +99,12 @@ 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
@ -127,11 +127,11 @@ 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
@ -140,7 +140,7 @@ Standards Board, while this Agreement is in effect.
\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
@ -239,22 +239,30 @@ 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.
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.
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}
@ -290,7 +298,7 @@ under IRC Section 501(c)(3),
\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
@ -303,7 +311,7 @@ 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.}
@ -317,7 +325,7 @@ 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.
@ -332,7 +340,7 @@ shall be as effective and enforceable as the original.
\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'').