Re: Resolution 2019-05-25.jrk.1: Removing Jenkins as associated project

Hi Peter,

Thanks for noticing the typo. I accept that fix. Tim, if you see this
email when adding this resolution the agenda, please include the typo
fix. I'll check at some point and fix it if not yet done.

I don't believe we've had similar cases before at SPI, no. We've had
cases before where a request was made, but either it was less clearly in
keeping with what's good for the future of the project as a member of
the free software community, or there wasn't enough legal counsel
attention on both sides to drive forward a solution.

There have been similar cases at other free software nonprofits, and
we've had informal conversations with people there about how those
situations were handled. It's not my place to publicly disclose the
content of those private / off-the-record conversations. What I can
confirm that is this type of transfer is indeed not easy (nor should it
be!), but also that it is occasionally possible with creative planning
and a lot of attention to many details.

- Jimmy Kaplowitz
jimmy(at)spi-inc(dot)org

On Mon, May 27, 2019 at 12:08:55PM +0100, Peter Cock wrote:
> Hello Jimmy,
>
> Minor: There is a full stop vs comma typo in (2).
>
> Is there precedent for project leaving the SPI where they do not (yet)
> have a 501(c)(3) public charity to transfer their assets to? If not, this
> seems to me personally to be a sensible and practical way to handle this.
>
> Thank you,
>
> Peter
> (Open Bioinformatics Foundation Treasurer)
>
> On Sun, May 26, 2019 at 1:52 AM Jimmy Kaplowitz <jimmy(at)spi-inc(dot)org> wrote:
> >
> > I'd like to propose this resolution for the June 10 meeting to reflect
> > Jenkins's shift from SPI to CDF, their desire to transfer assets, and
> > our legal restrictions on what outbound asset transfers are permissible.
> >
> > ---
> > Resolution 2019-05-25.jrk.1: Removing Jenkins as associated project
> >
> > WHEREAS
> >
> > 1. Jenkins is currently an SPI associated project.
> >
> > 2. Jenkins is a founding member of the Continuous Delivery Foundation,
> > which furthers free software related to continuous integration and
> > delivery. under the aegis of the Linux Foundation.
> >
> > 3. Jenkins no longer requires or intends to use the services which SPI
> > provides to associated projects, such as receiving donations, except
> > with respect to the management of assets currently held by SPI for
> > Jenkins.
> >
> > 4. Jenkins wishes to transfer its assets held by SPI to the Continuous
> > Delivery Foundation, to the extent not spent before the transfer is
> > completed.
> >
> > 5. Although neither the Linux Foundation nor the Continuous Delivery
> > Foundation is itself a 501(c)(3) public charity, legal counsel for all
> > organizations involved are working together to explore which procedures
> > for asset transfer are compliant with SPI's legal obligations as a
> > 501(c)(3) public charity.
> >
> > THE SPI BOARD RESOLVES THAT
> >
> > 1. Jenkins is removed from the list of SPI associated projects.
> >
> > 2. SPI will endeavor in good faith to transfer all assets currently held
> > by SPI for Jenkins to the Linux Foundation, to the Continuous Delivery
> > Foundation, or to an organization affiliated with the Linux Foundation
> > or the Continuous Delivery Foundation, under the conditions laid out in
> > paragraphs 3 to 5, within a reasonable time from the date of approval of
> > this resolution.
> >
> > 3. Any SPI directors, officers, contractors, employees, volunteers or
> > other agents who approve the transfer described in section 2 on behalf
> > of SPI (hereinafter "SPI transferors") shall only proceed with the
> > transfer if they believe it will further SPI's exempt charitable
> > purposes as approved by the IRS and will comply with SPI's legal
> > obligations regarding transfering assets held by SPI to other
> > organzations.
> >
> > 4. SPI transferors shall consider advice of SPI's legal counsel in
> > reaching the conclusions required in paragraph 3.
> >
> > 5. The organization receiving the transfer shall provide any commitments
> > SPI transferors may feel necessary to assure SPI that the assets
> > received will remain dedicated to use of the Jenkins project, and/or to
> > promote free and open source software rather than proprietary software.
> >
> > 6. Until the transfer described in section 2 has completed, SPI will
> > continue to accept expenditure or other asset management requests from
> > Jenkins with respect to those assets SPI continues to hold for
> > Jenkins, as if Jenkins were still an SPI associated project.
> >
> > 7. It is SPI's good-faith intention to complete the transfer described
> > in section 2. However, if this transfer cannot be completed within a
> > reasonable time, in the sole discretion of SPI transferors or the SPI
> > board, SPI may (but is not required to) abandon plans to complete the
> > transfer.
> >
> > 8. In the scenario where the transfer plans are abandoned, if Jenkins
> > does not wish to rejoin SPI as an associated project and does not spend
> > down the assets in a timely fashion as permitted by paragraph 6, SPI
> > will explore what asset disposition options remain available and
> > consistent with its legal obligations and its charitable mission.
> >
> > 9. SPI will no longer actively seek donations on behalf of Jenkins.
> >
> > 10. This is subject to any undischarged obligations SPI may have with
> > respect to Jenkins. We are not aware of any such undischarged
> > obligations. We ask anyone who is aware of any to notify us within 30
> > days of this resolution.
> > ---
> >
> > - Jimmy Kaplowitz
> > jimmy(at)spi-inc(dot)org
> > _______________________________________________
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