[Evergreen-governance-l] ***SPAM*** Re: Phone Call re: Fiscal Sponsorship Agreement
mmontague at grpl.org
Fri Feb 4 10:38:31 EST 2011
Can Sylvia (or anyone else) comment on the issue of personal liability,
for those who sign the Fiscal Sponsorship Agreement? In re: Sylvia's
comment below about signers "who enjoy some protection by signing as a
member of a larger entity..."
On 1/31/2011 3:58 PM, Watson, Sylvia wrote:
> This afternoon, Elizabeth, Dan and I spoke with Bradley Kuhn and Karen
> Sandler (Karen is the General Counsel for the Software Freedom Law
> Center & I believe also sits on the board of the Software Freedom
> Conservancy.) I have documented the general substance of the call below:
> * Those individuals who wish to sign the Fiscal Sponsorship
> Agreement with their name, title, and entity of affiliation will
> not be permitted to do so. The Conservancy desires all signors
> to be signing in an individual capacity and not as a
> representative of a larger group. I understand this was
> discussed at the last meeting, but I made an additional attempt
> to change the Conservancy's mind on this point this afternoon.
> Those individuals who enjoy some protection by signing as a
> member of a larger entity will need to consider this point.
> * If the ultimate goal remains becoming an independent 501(c)(3)
> organization, the Conservancy and Software Freedom Law Center
> will offer "limited help". It sounds like the Oversight Board
> might still have to hire an independent attorney to create the
> 501(c)(3) if there isn't anyone on the governance committee that
> is comfortable drafting the required paperwork. I believe
> Bradley and Karen did indicate they would try to be available to
> answer general questions or provide basic feedback.
> * People/entities can agree to do Evergreen related projects
> without the money or agreements going through the Conservancy.
> However, the final product/result is subject to being accepted
> and approved by the Evergreen Oversight Board. Such projects
> are not considered part of the Evergreen Project until they are
> accepted by the Oversight Board.
> * Contracts for the conference do not have to go through the
> Conservancy if the conference is being sponsored by a
> company/organization who is willing to be financially
> responsible for the conference (sign contracts). The
> registration fees also do not have to go through the
> Conservancy. However, if the company/organization sponsoring
> the conference and signing the contracts is not comfortable
> taking all the responsibility, the Conservancy would be willing
> to step in and agree to be the entity financially responsible.
> If contracts have already been signed, there are a couple of
> ways that can happen. Either the Conservancy can approach the
> conference site and try to renegotiate the contract so that it
> is in the name of the Conservancy or the Conservancy can enter
> into an agreement with the company/organization that signed the
> contract with the conference site, with the Conservancy agreeing
> to be the financially responsible entity.
> * The Conservancy does not have a way to track registrations if
> the Oversight Board wants conference registrations to be paid
> directly to the Conservancy. This means that the Oversight
> Board will need to figure out a tracking mechanism and may need
> to use third party payment services and special software.
> * The extent to which the Conservancy will be involved in
> Evergreen Project matters is limited to collecting and
> dispersing funds, signing legal agreements/contracts including
> but not limited to corporate sponsorship agreements,. (Since
> the Conservancy must approve of and sign all agreements
> involving the Evergreen Project, this means they can say yes/no
> or request changes to the terms be made before they sign.) I
> understand that we can request their assistance in other ways
> but the minimum of Conservancy involvement is as described above.
> * The Conservancy will be sending out another draft of the Fiscal
> Sponsorship Agreement with changes made to Section 6 and Section
> 8. The Conservancy rewrote section 6 to be more concise.
> Section 8 is being modified to reflect that the Conservancy will
> agree to additional periods of time to find a successor
> organization to which assets will be transferred in the event
> the Evergreen Project leaves the Conservancy.
> Elizabeth/Dan, please let the group know if I left out anything.
> Bradley/Karen, please let the group know if I misunderstood or
> misrepresented the Conservancy position on any of the above points.
> I forgot to ask one question that should probably be addressed by
> Karen...can the Evergreen Project Oversight Board vote/resolve/agree
> to pay one or more of its members to work on a project? I'm not
> familiar enough with nonprofit law to know if that would be a form of
> prohibited self dealing.
> Evergreen-governance-l mailing list
> Evergreen-governance-l at list.georgialibraries.org
-------------- next part --------------
An HTML attachment was scrubbed...
More information about the Evergreen-governance-l