I've been out for a couple of weeks so I didn't see any posting about the SFC before. Has there been?

It's an interesting move. Maintaining a non-profit, filing tax forms each years, (etc) can be a pain. Nice to have someone else do it, as long as the focus is on Squeak and not SFC.

Here are my comments

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B:
Last sentence:
"The Committee desires to manage the Project under the sponsorship of the Conservancy."

Maybe it should read:

"The Committee desires the Conservancy to manage the Project's funds under the sponsorship of the Conservancy."

Less ambiguous, we don't want them to manage Squeak. Especially since A. defines the purpose of the Project to produce and distrubute free software and 2b states that Squeak is responsible for the technical and artistic direction.

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2b
"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."

Why would the Conservancy's Board be in total control of the direction of Squeak? I know why they put the second half of the 1st sentence. In case an artistic/technical direction interferes with the management of funds, then they want to make sure they have control. But, in my mind, it tilts the contract toward them and not to the benefit of Squeak. I think the last sentence suffices and doesn't allow them total control. I would strike that partial sentence.

This is better:

"Authority to manage the technical and artistic direction of the Project and the program activities of the Project is delegated to the Committee. 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."

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4. 
Why does the conservancy have the power to approve the distribution of the money for Squeak? For instance, this is troubling:
"... 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,"

And, it doesn't jive with their website which states:

"any monies received by a project are put in a separate Conservancy fund and maintained there until the project directs the Conservancy to do something with the funds."

 I would reword this so the Committee has equal power:

"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. The Conservancy shall spend such funds only to accomplish the purposes of the Project as nearly as possible within the Conservancy's and Committee's judgment, subject to any donorimposed 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."

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8. Can Squeak, with non-profit status, be its own successor? I would think so. Nice to have a plan if it doesn't work out.

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9. I always try to move the area to California. It's much more expensive to deal out-of-state (you have to find an attorney that can practice in that state, etc.)

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Finally. Have you reviewed other entities that offer services like SFC? 

Have you spoke with the Samba or the Wine teams about their experience with SFC? If not, it would be prudent to do so. It would also be good to get a look at their contract with SFC.

brad
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