Hi All,

In this paragraph:

2b. The Committee Will Manage the Project. Authority to manage the technical
and artistic direction of the Project and the program activities of the
Project is delegated to the Committee, subject at all times to the direction
and control of the Conservancy's Board of Directors. The Conservancy will
only intervene in the program activities to the extent the Project is not in
compliance with Paragraph 2(a) or Paragraph 5 of this Agreement.

The period (.) after Directors should be changed to a colon (:)

2b. The Committee Will Manage the Project. Authority to manage the technical
and artistic direction of the Project and the program activities of the
Project is delegated to the Committee, subject at all times to the direction
and control of the Conservancy's Board of Directors: The Conservancy will
only intervene in the program activities to the extent the Project is not in
compliance with Paragraph 2(a) or Paragraph 5 of this Agreement.

I believe that is a clearer representation of the intention of the
paragraph.

The following paragraph could use an example.  Does this mean for example
that fundraising can not use the name Squeak?  Or is the intention only to
make sure that the Software Freedom Conservancy is associated with all
fundraising activities.  So for example could we have a 
	
	Squeak Conference

As long as we note on the materials that proceeds are directed to the
Software Freedom Conservancy?

2c. Ultimate Responsibility of Project. Subject to Section 2(b) of this
Agreement, all community programs, public information work, fundraising
events, processing and acknowledgment of cash and noncash revenue items,
accounts payable and receivable, negotiation of leases and contracts,
disbursement of Project funds (including grants), and other activities
planned by the Project shall be the ultimate responsibility of the
Conservancy and shall be conducted in the name of the Conservancy, beginning
on the Effective Date.

Could we add something to this paragraph?

4. Project Fund/Variance Power. Beginning on the Effective Date, the
Conservancy shall place all gifts, grants, contributions and other revenues
received by the Conservancy and identified with the Project into a Project
Fund to be used for the sole benefit of the Project's mission as that
mission may be defined by the Committee from time to time with the approval
of the Conservancy 

Add: as defined in Paragraph 2b. 

The Conservancy retains the unilateral right to spend such funds so as to
accomplish the purposes of the Project as nearly as possible within the
Conservancy's sole judgment, subject to any donor imposed restrictions, as
to purpose, on the charitable use of such assets. 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 the Conservancy, for both tax purposes and
for purposes of the Conservancy's financial statements. It is the intent of
the parties that this Agreement be interpreted to provide the Conservancy
with variance powers necessary to enable the Conservancy to treat the
Project Fund as the Conservancy's asset in accordance with Financial
Accounting Statement No. 136 issued by the Financial Accounting Standards
Board, while this Agreement is in effect.

I'd suggest some changes to this paragraph

6. Representation of the Project in the Conservancy. The Directors, each a
signatory hereto, shall represent the Project in its official capacity with
the Conservancy. There shall be seven Directors, elected by the community
members of the Project listed on the Project's website at
http://people.squeakfoundation.org/person/ who have a achieved the title
Apprentice, Journeyer or Master (the "Community Members"). 

Add: The election is conducted by the Squeak Elections Team.  The Elections
Team is assembled of members of the community, each member selected by the
Elections Team Leader who is appointed by a majority of the Directors.

Each Director shall continue to serve until he or she resigns from the
position. [The Directors may be removed from the position at any time by a
majority vote of the Community Members.] Upon the resignation or removal of
a Director, the Community Members 

Remove: shall 

Add: may

elect a replacement Director to serve on the Committee 

Add: at the discretion of the Squeak Elections Team Leader based on the
considered impact to the community and the duration of time to server before
the next Director election. 

The Committee will elect [a single/two] individual[s] to communicate with
the Conservancy (the "Representative") and shall notify the Conservancy
promptly following the election of a new Representative. The Representative
will have the authority to instruct the Conservancy on the Project's behalf
on all matters.

Suggested change:

8d. Termination Without a Successor. If no Successor is found, the
Conservancy may 

Add: , with written agreement between the Conservancy and the Directors,

dispose of the Project assets and liabilities in any manner consistent with
applicable tax and charitable trust laws.

Nice job all!

Ron Teitelbaum
President / Principal Software Engineer
US Medical Record Specialists
www.USMedRec.com 
Squeak Elections Team Member
Squeak News Team Leader
Squeak Cryptography Team Leader
Current Squeak Representative with SFLC for Cryptographic Issues 


> -----Original Message-----
> From: Craig Latta
> 
> Hi all--
> 
>      Following a suggestion from Ron Teitelbaum, the elected Squeak
> leadership is considering making Squeak a member project in the Software
> Freedom Law Center's Software Freedom Conservancy[1, 2]. Here's the
> Conservancy's description of themselves from their website:
> 
> ***
> 
>      The Software Freedom Conservancy is an organization composed of
> Free and Open Source Software (FOSS) projects. As a fiscal sponsor for
> FOSS projects, the Conservancy provides member projects with free
> financial and administrative services, but does not involve itself with
> technological and artistic decisions.
> 
>      By joining the Conservancy, member FOSS projects obtain the
> benefits of a formal legal structure while keeping themselves focused on
> software development. These benefits include, most notably, protection
> from personal liability for project developers. Another benefit of
> joining the Conservancy is that projects can use it to hold assets,
> which are managed by the Conservancy on behalf of and at the direction
> of the project. The Conservancy is a tax-exempt 501(c)(3) organization,
> so member projects can receive tax-deductible donations to the extent
> allowed by law.
> 
> ***
> 
>      Our discussions with them have gone very well, and we now have a
> proposed membership agreement (for now, at [3]). The Squeak leadership
> is unanimously in favor of it.
> 
>      Please read this agreement and voice any concerns with it here on
> squeak-dev.
> 
>      We currently plan to take action on 15 August 2007.
> 
> 
>      thanks!
> 
> -C
> 
> [1] http://www.softwarefreedom.org
> [2] http://conservancy.softwarefreedom.org
> [3] http://netjam.org/squeak/SqueakSponsorshipAgreement.pdf
> 
> --
> Craig Latta
> improvisational musical informaticist
> www.netjam.org
> Smalltalkers do: [:it | All with: Class, (And love: it)]
>