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

I'm the liaison of the Jenkins project to SPI.

IANAL, but this status difference was identified from the beginning. The
legal counsel from both sides looked at this and I believe they concluded
that there are a number of ways forward. I believe the 1st choice is to
transfer the assets to a 501(c)(3) under the LF. This is laid out in
"whereas #5",

The governance of the Jenkins project under the CDF is not under these
companies, at least no more than how the governance of the Linux kernel is
under those companies. More specifically, the charter of the CDF is laid
out here <https://github.com/cdfoundation/charter/blob/master/CHARTER.md>.

On Thu, May 30, 2019 at 9:07 PM Ian Jackson <ijackson(at)chiark(dot)greenend(dot)org(dot)uk>
wrote:

> Jimmy Kaplowitz writes ("Re: Resolution 2019-05-25.jrk.1: Removing Jenkins
> as associated project"):
> > 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.
>
> The key point is that SPI is a charity. That's what a 501(c)(3) is:
> it's US tax law jargon for "charity".
>
> The Linux Foundation is a 501(c)(6). Despite the similarity in the
> numbers, these are completley different things. A 501(c)(6) is a
> trade association.
>
> The purpose (the legal objective) of a charity is the public benefit.
>
> The purposeof a trade association is the benefit of its members.
> By members here we do not mean projects like Jenkins. We mean the
> corporate members like[1]:
> AT&T, Cisco, Fujitsu, Hitachi, Huawei, IBM, Intel, Microsoft,
> NEC, Oracle, Qualcomm, Samsung, and VMware
>
> Clearly SPI's charitable funds cannot legally be, and must not be,
> applied for the private benefit of these corporations.
>
> If the Jenkins project itself is now being governed by these
> corporations then it is not clear that promoting or improving Jenkins
> (the software) is any longer a charitable activity.
>
> Perhaps there are things in the Jenkins ecosystem that are focused
> towards the needs of the wider public rather than the corporate
> interests; those are the things that the money can be spent on.
> (Those things might even conflict with the policies or objectives of
> the new corporate trade association umbrella foundation.)
>
> As for legal advice, there is a conflict of interest here between the
> public interest (as represented here by SPI) and these foundations.
> I hope that SPI will take proper formal legal advice from our own
> laywers - not LF or CDF laywers - about what SPI can and should do
> with these assets.
>
> That legal advice may cost money. That ought to come out of the SPI
> Jenkins earmark. (I think it must be paid for out of SPI's charitable
> funds because we should be the lawyers' paymaster.)
>
> Ian.
>
> [1] Taken from the example list of members at
> https://en.wikipedia.org/wiki/Linux_foundation
> You can see the full list of members of these foundations here:
> https://www.linuxfoundation.org/membership/members/
> https://cd.foundation/members/
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>

--
Kohsuke Kawaguchi