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

www/conservancy/static/members/apply/conservancy-fsa-template.tex

@@ -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
+on behalf of the project known as FIXME (the ``Project'') (each, a 
-is a New York nonprofit public benefit corporation located in Brooklyn,
+``Party''; together, ``the Parties'').  Conservancy is a New York nonprofit 
-New York, which has received recognition of exemption from federal
+public benefit corporation located in Brooklyn, New York, which has received 
-income tax under Section 501(c)(3) of the Internal Revenue Code (IRC)
+ecognition of exemption from federal income tax under Section 501(c)(3) of 
-and classification as a public charity under IRC Sections 509(a)(1)
+the Internal Revenue Code (IRC) and classification as a public charity under 
-and 170(b)(1)(A)(vi).
+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
+\item \textbf{Fees}. The FIXME-SIGNATORIES agree to donate ten percent
-(10\%) of its gross revenue (including, but not necessarily limited
+(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
+a hereto, shall initially [FIXME: form or comprise] the 
-Committee to represent the Project in its official capacity with the
+FIXME-LEADERSHIP-BODY-NAME as a Project Committee (``Committee'') to 
-Conservancy. There shall be seven Project Oversight Committee members,
+represent the Project in its official communication with Conservancy.  The
-elected by the community members of the Project. The list of community
+Committee shall hereafter be elected by community members of the Project as
-members with voting rights (``Voting Membership'') is maintained
+designated by the Committee or a subcommittee of the Committee (the 
-by the community and is available on request. The criterion for Voting
+``Community Members'').  
-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 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'').