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Updated FSA template to match current in use by Conservancy.

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Bradley M. Kuhn 2013-09-30 17:47:48 -04:00
parent d9ea3af180
commit f07cb344c9
2 changed files with 62 additions and 53 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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@ -3,6 +3,7 @@
\usepackage{enumitem} \usepackage{enumitem}
\usepackage{parskip} \usepackage{parskip}
\usepackage{fancyhdr} \usepackage{fancyhdr}
\usepackage{xspace}
\usepackage[verbose, twoside, dvips, \usepackage[verbose, twoside, dvips,
paperwidth=8.5in, paperheight=11in, paperwidth=8.5in, paperheight=11in,
left=1in, right=1in, top=1.25in, bottom=.75in, left=1in, right=1in, top=1.25in, bottom=.75in,
@ -20,6 +21,31 @@
\renewcommand{\headrulewidth}{0pt} \renewcommand{\headrulewidth}{0pt}
\renewcommand{\footrulewidth}{0pt} \renewcommand{\footrulewidth}{0pt}
\newcommand{\projectname}{FIXME-PROJECT-NAME\xspace}
\newcommand{\signatories}{FIXME-SIGNATORIES\xspace}
\newcommand{\leadershipbody}{FIXME-LEADERSHIP-BODY-NAME\xspace}
\newcommand{\signature}[3]{
\vspace{2ex}
By: \hspace{0.95em}\rule{0.50\textwidth}{0.2mm} \hfill{}Date: \rule{0.25\textwidth}{0.2mm}
\if\relax\detokenize{#1}\relax
\else
\hspace{2.5em} \textsc{#1}
\fi
\if\relax\detokenize{#2}\relax
\else
\hspace{2.5em} #2
\fi
\if\relax\detokenize{#3}\relax
\else
\hspace{2.5em} #3
\fi
\vspace{6ex}
}
\begin{document} \begin{document}
\begin{center} \begin{center}
@ -30,8 +56,8 @@
This Agreement is made by and between The Software Freedom Conservancy This Agreement is made by and between The Software Freedom Conservancy
(``Conservancy'') and FIXME-CONTRIBUTOR-NAMES (the ``FIXME-SIGNATORIES'') (``Conservancy'') and FIXME-CONTRIBUTOR-NAMES (the ``\signatories'')
on behalf of the project known as FIXME (the ``Project'') (each, a on behalf of the project known as \projectname (the ``Project'') (each, a
``Party''; together, ``the Parties''). Conservancy is a New York nonprofit ``Party''; together, ``the Parties''). Conservancy is a New York nonprofit
public benefit corporation located in Brooklyn, New York, which has received public benefit corporation located in Brooklyn, New York, which has received
ecognition of exemption from federal income tax under Section 501(c)(3) of ecognition of exemption from federal income tax under Section 501(c)(3) of
@ -52,7 +78,7 @@ of use.
\item Conservancy desires to act as the fiscal sponsor of the Project beginning \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 on the Effective Date (as defined below) to assist the Project in
accomplishing its purpose, which Conservancy has determined will further accomplishing its purpose, which Conservancy has determined will further
Conservancy's charitable goals. The FIXME-SIGNATORIES desire to manage 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 \item Conservancy's Board of Directors has approved the establishment
of a fund to receive donations of cash and other property earmarked of a fund to receive donations of cash and other property earmarked
@ -73,16 +99,16 @@ terminated as set forth in \ref{Termination}.
\begin{enumerate}[label=\alph*.,ref=\theenumi(\alph*)] \begin{enumerate}[label=\alph*.,ref=\theenumi(\alph*)]
\item \textbf{The FIXME-LEADERSHIP-BODY-NAME Will Manage the Project}. \label{ProjectManagement} \item \textbf{The \leadershipbody Will Manage the Project}. \label{ProjectManagement}
Authority to manage the technical, artistic and philanthropic direction Authority to manage the technical, artistic and philanthropic direction
of the Project and the program activities of the Project is delegated of the Project and the program activities of the Project is delegated
to the FIXME-LEADERSHIP-BODY-NAME as defined in \ref{Representation}, to the \leadershipbody as defined in \ref{Representation},
subject at all times to the direction and control of Conservancy's subject at all times to the direction and control of Conservancy's
Board of Directors. Conservancy will only intervene in the program Board of Directors. Conservancy will only intervene in the program
activities to the extent the Project is not in compliance with \ref{FreeSoftware} 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} \item \textbf{The Project Will Be Free Software}. \label{FreeSoftware}
Conservancy and the FIXME-LEADERSHIP-BODY-NAME agree that any and all software Conservancy and the \leadershipbody agree that any and all software
and/or documentation distributed by the Project will be distributed solely as Free 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 Conservancy retains the sole right to determine whether Project's
software and/or documentation constitutes Free Software (as defined herein). software and/or documentation constitutes Free Software (as defined herein).
@ -94,17 +120,17 @@ and contracts, disbursement of Project funds (including grants), and
other activities planned by the Project shall be the ultimate responsibility other activities planned by the Project shall be the ultimate responsibility
of Conservancy and shall be conducted in the name of Conservancy, 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 FIXME-SIGNATORIES \item \textbf{Project Not An Agent Of Conservancy}. The \signatories
hereby acknowledge that the Project and the FIXME-LEADERSHIP-BODY-NAME hereby acknowledge that the Project and the \leadershipbody
do not and shall not act as an agent for Conservancy unless specifically 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} \end{enumerate}
\item \textbf{Fees}. The FIXME-SIGNATORIES agree to donate ten percent \item \textbf{Fees}. The \signatories agree to donate ten percent
(10\%) of the Project's 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. to, all income and donations) to Conservancy for its general operations.
Notwithstanding the above, the FIXME-SIGNATORIES agree that should Conservancy Notwithstanding the above, the \signatories agree that should Conservancy
be required to pay any taxes (including but not limited to sales taxes be required to pay any taxes (including but not limited to sales taxes
and unrelated business taxable income) as the result of any activity and unrelated business taxable income) as the result of any activity
of the Project and/or activities undertaken by Conservancy on the of the Project and/or activities undertaken by Conservancy on the
@ -120,7 +146,7 @@ given Conservancy's tax exempt status.
Conservancy shall place all gifts, grants, contributions and other Conservancy shall place all gifts, grants, contributions and other
revenues received by Conservancy and identified with the Project into 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 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 as that mission may be defined by the \leadershipbody from
time to time with the approval of Conservancy. Conservancy retains time to time with the approval of Conservancy. Conservancy retains
the unilateral right to spend such funds so as to accomplish the purposes 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. of the Project as nearly as possible within Conservancy's sole judgment.
@ -140,7 +166,7 @@ Standards Board, while this Agreement is in effect.
\label{CharitablePurpose} All of the assets received by Conservancy \label{CharitablePurpose} All of the assets received by Conservancy
under the terms of this Agreement shall be devoted to the purposes under the terms of this Agreement shall be devoted to the purposes
of the Project, within the tax-exempt purposes of Conservancy. The of the Project, within the tax-exempt purposes of Conservancy. The
FIXME-SIGNATORIES agree not to use its funds or operate in any way which would \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 jeopardize the tax-exempt status of Conservancy. No item of revenue
shall be earmarked for use in any attempt to influence legislation shall be earmarked for use in any attempt to influence legislation
within the meaning of IRC Section 501(c)(3) and no agreement, oral within the meaning of IRC Section 501(c)(3) and no agreement, oral
@ -153,16 +179,16 @@ 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 \item \textbf{Representation of the Project in Conservancy}. \label{Representation}The
FIXME-SIGNATORIES, each a signatory hereto, hereby establish and comprise \signatories, each a signatory hereto, hereby establish and comprise
the initial members of the FIXME-LEADERSHIP-BODY-NAME the initial members of the \leadershipbody
to represent the Project in its official communication with Conservancy. to represent the Project in its official communication with Conservancy.
The FIXME-SIGNATORIES hereby acknowledge that the FIXME-LEADERSHIP-BODY-NAME The \signatories hereby acknowledge that the \leadershipbody
will be subject to all terms of this Agreement. will be subject to all terms of this Agreement.
On the Effective Date, the FIXME-SIGNATORIES hereby transfer all On the Effective Date, the \signatories hereby transfer all
rights, obligations and privileges of this Agreement over to the rights, obligations and privileges of this Agreement over to the
FIXME-LEADERSHIP-BODY-NAME. \leadershipbody.
[FIXME: Note: This section should describe the way in which the [FIXME: Note: The rest of this section should describe the way in which the
Project wishes to interface with Conservancy; including who has Project wishes to interface with Conservancy; including who has
authority to communicate with Conservancy regarding the Project authority to communicate with Conservancy regarding the Project
and what is required in order for Conservancy to act on behalf and what is required in order for Conservancy to act on behalf
@ -174,9 +200,9 @@ represent the Project. Here a few samples of how projects have handled
this clause in the other projects: this clause in the other projects:
\begin{itemize} \begin{itemize}
\item \textbf{Simple Self-Perpetuating Committee}. The FIXME-SIGNATORIES, \item \textbf{Simple Self-Perpetuating Committee}. The \signatories,
each a signatory hereto, shall initially [FIXME: form or comprise] each a signatory hereto, shall initially [FIXME: form or comprise]
the FIXME-LEADERSHIP-BODY-NAME as a Project Committee (``Committee'') the \leadershipbody as a Project Committee (``Committee'')
to represent the Project in its official communication with Conservancy. to represent the Project in its official communication with Conservancy.
Existing Project Committee Members (``Members'') can be removed Existing Project Committee Members (``Members'') can be removed
from and new Members can be added to the Committee by simple majority from and new Members can be added to the Committee by simple majority
@ -197,8 +223,8 @@ the Project community to replace any unreachable Members and/or to
increase the Committee composition to three Members. increase the Committee composition to three Members.
\item \textbf{Self-Perpetuating Committee, w/ avoiding employees of same \item \textbf{Self-Perpetuating Committee, w/ avoiding employees of same
company serving together}. The FIXME-SIGNATORIES, each a signatory company serving together}. The \signatories, each a signatory
hereto, shall initially [FIXME: form or comprise] the FIXME-LEADERSHIP-BODY-NAME hereto, shall initially [FIXME: form or comprise] the \leadershipbody
as a Project Committee (``Committee'') to represent the Project as a Project Committee (``Committee'') to represent the Project
in its official communication with Conservancy. Existing Project in its official communication with Conservancy. Existing Project
Committee Members (``Members'') can be removed from and new Members Committee Members (``Members'') can be removed from and new Members
@ -238,9 +264,9 @@ new Members from the Project community to replace any unreachable
Members and/or to increase the Committee composition to the required Members and/or to increase the Committee composition to the required
Minimum. Minimum.
\item \textbf{An Elected Oversight Committee.} The FIXME-SIGNATORIES, each \item \textbf{An Elected Oversight Committee.} The \signatories, each
a hereto, shall initially [FIXME: form or comprise] the a hereto, shall initially [FIXME: form or comprise] the
FIXME-LEADERSHIP-BODY-NAME as a Project Committee (``Committee'') to \leadershipbody as a Project Committee (``Committee'') to
represent the Project in its official communication with Conservancy. The represent the Project in its official communication with Conservancy. The
Committee shall hereafter be elected by community members of the Project as Committee shall hereafter be elected by community members of the Project as
designated by the Committee or a subcommittee of the Committee (the designated by the Committee or a subcommittee of the Committee (the
@ -271,17 +297,17 @@ Conservancy's goal is to draft the Representation section to match
the existing and natural leadership structure of the Project, so each the existing and natural leadership structure of the Project, so each
project usually has a uniquely worded Representation section. ] project usually has a uniquely worded Representation section. ]
\item \textbf{Outstanding Liabilities}. The FIXME-SIGNATORIES represent \item \textbf{Outstanding Liabilities}. The \signatories represent
that any liabilities that may be outstanding in connection with the 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 FIXME-LEADERSHIP-BODY-NAME or Conservancy \item \textbf{Termination}. \label{Termination} The \leadershipbody or Conservancy
may terminate this Agreement at any time subject to the following may terminate this Agreement at any time subject to the following
understandings: understandings:
\begin{enumerate}[label=\alph*.,ref=\theenumi(\arabic*)] \begin{enumerate}[label=\alph*.,ref=\theenumi(\arabic*)]
\item \textbf{Notice and Successor Search}. Either Conservancy or the FIXME-LEADERSHIP-BODY-NAME \item \textbf{Notice and Successor Search}. Either Conservancy or the \leadershipbody
may terminate this Agreement on sixty (60) days' written notice to 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 the other Party, so long as a Successor can be found that meets the
following requirements (the ``Successor has Qualified''): following requirements (the ``Successor has Qualified''):
@ -299,7 +325,7 @@ under IRC Section 501(c)(3),
the 60-day period, such approval not to be unreasonably withheld. the 60-day period, such approval not to be unreasonably withheld.
\end{enumerate} \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 a Successor to sponsor the Project, the \leadershipbody
shall have an additional 60 days to find a Successor willing and able shall have an additional 60 days to find a Successor willing and able
to sponsor the Project. Any subsequent search periods of any length 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.
@ -314,9 +340,9 @@ that may be required.
Conservancy may dispose of Project assets and liabilities Conservancy may dispose of Project assets and liabilities
in any manner consistent with applicable tax and charitable trust in any manner consistent with applicable tax and charitable trust
laws. laws.
\item \textbf{FIXME-SIGNATORIES' Right to Terminate.} \item \textbf{\signatories' Right to Terminate.}
The FIXME-SIGNATORIES hereby acknowledge that they will relinquish any The \signatories hereby acknowledge that they will relinquish any
rights to terminate separate from the FIXME-LEADERSHIP-BODY-NAME as rights to terminate separate from the \leadershipbody as
of the Effective Date. of the Effective Date.
\end{enumerate} \end{enumerate}
\item \textbf{Miscellaneous}. Each provision of this Agreement shall be \item \textbf{Miscellaneous}. Each provision of this Agreement shall be
@ -328,7 +354,7 @@ 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. matter hereof.
\item \textbf{Amendments. }This Agreement may not be amended or modified, \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. except in writing and signed by both Conservancy and the entirety of \leadershipbody.
\item \textbf{Counterparts / Facsimile}. This Agreement may be executed \item \textbf{Counterparts / Facsimile}. This Agreement may be executed
in two or more counterparts, each of which shall constitute an original, in two or more counterparts, each of which shall constitute an original,
but all of which, when together, shall constitute but one and the but all of which, when together, shall constitute but one and the
@ -346,26 +372,9 @@ Sponsorship Agreement effective on the FIXME day of FIXME, FIXME (the
\vspace{3em} \vspace{3em}
\signature{The Software Freedom Conservancy, Inc.}{Bradley M. Kuhn}{Title: Executive Director}
By: \hspace{0.95em}\rule{0.50\textwidth}{0.2mm} \hfill{}Date: \rule{0.25\textwidth}{0.2mm} \signature{}{FIXME-CONTRIBUTOR}{}
\signature{}{FIXME-CONTRIBUTOR}{}
\hspace{2.5em} \textsc{The Software Freedom Conservancy, Inc. } \signature{}{FIXME-CONTRIBUTOR}{}
\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} \end{document}