diff --git a/sfc/application.txt b/sfc/application.txt new file mode 100644 index 0000000..18ea2f8 --- /dev/null +++ b/sfc/application.txt @@ -0,0 +1,632 @@ +Conservancy's Evaluation Committee meets monthly. While I cannot +guarantee your project will be evaluated in a specific month (the meeting +lasts one hour and we push through as many application as we can), getting +your application in by the end of any given month means that at least your +project will be on the agenda for the following month's meeting. You +project will of course stay on the agenda until the Evaluation Committee +gets to it. +###################################################################### +The Software Freedom Conservancy encourages your project to apply for +Conservancy. Please be advised that applying doesn't guarantee your +project can join Conservancy; it's simply the first step in the process +of joining Conservancy. + +Please note that Conservancy currently has a long queue for project +applications, so we cannot assure you when you will receive a response to +your application. Feel free to ping Conservancy at any time to inquire +about the status of your application. + +To apply to the Conservancy, please answer fully all the questions below, +in a *single* text-only (i.e., not HTML) email to +. Please try to be as concise as possible while +making sure to answer the questions fully. + +If the relevant information is already gathered and publicly available, +It's ok to include URLs as answers. However, if a given URL has lots of +information on it, please make sure that you direct us specifically to +the portions of the web page loaded by the given URL that are relevant in +answering the question. + +Conservancy Application Questions: + +*** Why does your project want to join Conservancy? Specifically, what + benefits do you expect to take advantage of immediately and within a + few years? + + We would like to join a foundation in order to mature the business + aspects of our project: in particular accounting and governance. + + In terms of accounting, we have very little funds and do very little + fundraising at present. We feel that with some fundraising, we could + better support the project by (for example): + + * extending our continuous integration infrastructure + * improve marketing and advertising of libgit2 itself + * hold annual in-person meetings + + However, we do not want to do fundraising without an organization + that can support us: we feel strongly that the project maintainers + should not be handling funds or fundraising directly. Even with the + best intentions and methods, there is simply too much risk for a + person to manage the project's funds directly - both risk to the + project and personal liability for the maintainer. + + We would also like to formalize our governance structure. At the + moment, it is rather ad hoc. Thankfully, there have been no + serious disagreements or concerns. Notably, there have been no + legal or compliance issues. However, we would like to learn + best practices and have a governance structure in place just in + case there are any issues that need resolution. + + We plan to take immediate advantage of accounting so that we can + have a separate fund for the project. We would also like to take + advantage of the Conservancy to consult with us to ensure that we + have the necessary structure(s) in place for governance. We would + also like to consult with the Conservancy to better understand if + we need any trademark protection on the name "libgit2". + +*** Conservancy does encourage projects to apply to multiple non-profit + homes to find the best fit. Does your project have an application + pending with any other non-profit homes? What do you see as the pros + and cons of the various organizations you've applied to? + + We do not have other applications outstanding. We would consider it, + if rejected from the Conservancy, but we feel like the SFC is the + most natural choice for us, due to our alignment with the Git project + itself, who is already a Conservancy member. + + We grew out of the Git project, and communicate amongst each other + frequently to ensure compatibility, share code and developers. We + collaborate occasionally on business matters like discussing + trademarks and the like. + + This coordination has informed our desire to join the Conservancy, + and we feel it a natural outgrowth of our coordination with Git. + +*** Please give a detailed description of the project. + + The libgit2 project is a portable, pure C implementation of the Git + core methods provided as a re-entrant linkable library. It is used + for the Git repository management functionality in a number of + different services and products, both open source and proprietary. + + Most, if not all, of these products use libgit2 by way of one of a + number of "language binding" libraries that are built on top of libgit2 + and exist to provide idiomatic Git libraries in other languages. + + While each of these language binding projects have their own + development communities around them, they each have significant + interaction with the libgit2 community. Many of the developers and + community members of the libgit2 project also work on the language + bindings. The most popular and developed of these are: + + - LibGit2Sharp, a .NET implementation on top of libgit2 + - NodeGit, a node.js implementation on top of libgit2 + - ObjectiveGit, an Objective C implementation on top of libgit2, and + - Rugged, a Ruby implementation on top of libgit2 + +*** What FLOSS License(s) does your project use? Please include the + primary license, and list other licenses for code that is included. + (e.g., "The project as a whole is GPLv3-or-later, but about a dozen + files in the directory src/external/ are under the Apache-2.0 + license"). Please be sure to include information on documentation + licensing as well as software licensing. + + libgit2 is licensed under the GPL version 2 with a linking + exception. The linking exception is: + + In addition to the permissions in the GNU General Public License, + the authors give you unlimited permission to link the compiled + version of this library into combinations with other programs, + and to distribute those combinations without any restriction + coming from the use of this file. (The General Public License + restrictions do apply in other respects; for example, they cover + modification of the file, and distribution when not linked into + a combined executable.) + + In addition, we include some additional small components that are + under different licenses: + + src/khash.h: MIT + src/path.c:git_path_basename_r: BSD + src/path.c:git_path_dirname_r: BSD + src/tsort.c: MIT + src/util.c:git__bsearch: BSD + src/util.c:git__utf8_iterate: BSD + + Finally, we include some dependencies for cross-platform compilation + that are included in the project when they are not available on the + underlying operating system: + + src/fnmatch.c: BSD + src/hash/sha1dc.c: MIT + deps/http-parser: MIT + deps/regex: LGPL version 2.1 + deps/winhttp: LGPL version 2.1 + deps/zlib: zlib + + The LibGit2Sharp project is licensed under the MIT license, and + includes the tar-cs project as LibGit2Sharp/Core/TarWriter.cs, which + is licensed under the BSD license. + + The NodeGit project is licensed under the MIT license. + + The ObjectiveGit project is licensed under the MIT license. + + The Rugged project is licensed under the MIT license. + +*** Please give us your roadmap and plans for future development of the + project, including both code and community plans. + + As far as the software goes, we intend to keep implementing new + features to keep up with the development that Git itself is doing. + We're a bit behind in feature parity - some of the top features + that we're interested in are patch application, complete rebase + functionality and performance improvements. + + We would also like to improve the "testability" of libgit2: + although we have a rather comprehensive test suite, we would like + to explore the possibility of re-using git's tests in some manner, + which would give us better test coverage and would especially + show places where we deviate from them. + + As far as community plans go: we would like to do more developer + advocacy and outreach. We have many users who are using libgit2 + in very high profile ways: many Git GUI clients are built on top + of libgit2, and all of the major Git hosting providers use libgit2 + in some way. (Most of the pull requests completed are done using + libgit2!) But many of these projects are consumers of libgit2, + but not contributors. + + We think that we can do a better job at converting users to + contributors. We had a very successful summit in March 2018, + where we brought together many of the people who use libgit2 + to discuss it. We came away with many positive commitments to + work together better - between the libgit2 project and our users. + + This is a positive step, and we think that more and better + outreach will continue to improve this. We plan to have an + annual summit, but also to do regular (monthly) video chats with + the core contributors that are open to the public. We are setting + up mailing lists for announcements and outbound communication. We + also will continue to work with our users to find out what's working + for them in terms of community collaboration and what we can improve. + +*** Please give us the main link to the projects primary website. + + https://libgit2.github.com + +*** Please give us a URL to a code repository we can clone and/or + checkout. + + https://github.com/libgit2/libgit2 + +*** Have you ever had funds held by the project, or by any individual on + behalf of the project? How and for what did you spend those funds? + Are there funds remaining? If so, who is holding them now? + + There have been no fundraising done by the project, and there has + been no income to or funds held by the project. + + libgt2 has participated in Google's Summer of Code program under + the umbrella of the Git project thrice, but those payments (to the + mentoring project) were made to the Git project. + + In addition, we have non-monetary assets like domain names (libgit2.org, + libgit2.com, libgit2sharp.org, libgit2sharp.com), which are held by + Edward Thomson and email addresses and social media accounts. + +*** Do you have any ongoing fundraising programs for your project? How do + they operate, and how much funding is brought in through these mechanisms + currently? Where do you expect most of your donor base to be + geographically? + + We do not yet, though if we were to join the Conservancy, we would be + likely to do so. We would like to raise very modest funds (well under + $10,000 USD annually) in order to support development infrastructure + costs (primarily continuous integration services). We expect this + fundraising to occur in the United States and Europe. + +*** Going forward, once inside Conservancy, how do you expect to spend funds + that you raise? What types of activity do you want to ask Conservancy to + take on your behalf? Where geographically do you want those activities + to take place? + + Our main ongoing use of funds would be to pay for Continuous + Integration (build and test) services. In addition, we have some + minor ongoing infrastructure costs like domain name hosting. + + We do not expect there to be significant additional cash on hand, + but if there is, we would use that to provide travel arrangements + for in-person meetups to core developers of libgit2 (and binding + libraries) whose employers do not pay for their travel. + + Finally, we would like to use some cash for promotional purposes + (printing t-shirts, stickers, etc.) + +*** Is your project able and willing to participate in fundraising + campaigns with Conservancy on an annual or perhaps more frequent + basis? + + Yes. + +*** Does your project owe funds to anyone? + + No. + +*** Who currently holds your projects' trademarks, if any? When was your + projects' name first used, and who used it? + + We have not registered any trademarks but we have received + permission from the Git project to use the name "libgit2". + +*** Does you project have a logo? If so, who drew it, when did they draw + it, where is it displayed and what is its license? + + The logo and banner were made by Jason Long in 2012. It is + displayed on our website and the LibGit2Sharp library (the C# bindings + to libgit2) carry it in their source repository. It is under the + Creative Commons Attribution 3.0 Unported license. + +*** Are you aware of anyone in your project, individual or company, + holding a patent in any jurisdiction that are in any way related to + your project? + + No. + +*** Has your project ever had legal trouble, been involved in legal + proceedings or received a letter accusing your project of patent, + copyright, trademark or other types of infringement? + + No. + +*** Please give a brief history of the project, focusing on how the + community developed and the general health of the community. Be sure + to include information on any forks or other disputes that have + occurred in the community. + + libgit2 was initially conceived by Shawn Pearce, a developer on the + Git project who wanted to include a linkable git library in another + project. He relicensed the code that he had written in the git + project (which is GPL version 2 licensed) to include a linking + exception and encouraged other git developers to do the same. + The git developers that have given their explicit permission to + relicense code from git into libgit2 under the GPLv2 + linking + exception are detailed in the /git.git-authors file. + + Although some of the libgit2 code came from the Git project, libgit2 + has also had many direct contributors over the years. These developers + have primarily come from other projects that wanted to use libgit2 for + Git repository manipulation. + + Although many of the core developers are or have been employed by + organizations that compete with each other, there has been little to + no worry about that greater competition within libgit2. The community + has focused on building a shared library together and doing the best + thing for the library, thankfully without pressure from those employers. + + There have been no serious disputes and no forks. + +*** Please explain how your project is governed. Who makes the decisions + in the project? How do you resolve disputes, particularly about + non-code issues? + + The project is governed by a leadership team comprised of three + contributors: + + Carlos Martín Nieto + Edward Thomson + Patrick Steinhardt + + We intend to maintain a leadership team of three people that: + + 1. Includes people who have meaningfully contributed to the project + 2. Includes people who have contributed code to the project and/or + individuals who have contributed non-code resources (for example: + organizational assistance, legal guidance or documentation) + 3. Does not comprise a group of three people all employed by the same + company. + + If there are disputes, they will be resolved by majority vote of + the leadership team. + + A leader may resign their position at any time by writing to the + other leads and letting them know of their intention. Membership + of the leadership team is decided by a majority vote of the current + leaders. + + Note that we realize that point (3) is in contradiction with the + default sponsorship agreement template: + https://sfconservancy.org/docs/sponsorship-agreement-template.pdf + but we would request that, if accepted, the "avoiding employees of + same company serving together" section be amended to state that + no more than _two_ Members may be Employed by the same Entity. + + We understand there is prior art here, with the Git project, in + particular. At this point the development community for Git libraries + is small enough that we fear that we risk losing leadership if we + enact this clause: we have had a few periods where two primary + contributors were working for the same company. (Carlos and Edward + both spent a period working together at Microsoft, and later spent + a period working together at GitHub.) + +*** Does your project currently offer, or wish to offer any consulting or + training services (such as deployment, administration or other such + services of the software for users) to your user base? If so, how do + you structure (or seek to structure) this work? + + No. At present, none of the project's core contributors offer + or have plans to offer consulting or training services. + +*** Is anyone in the project currently offering a Software as a Service + system based on project? If so, how is that offering governed, + coordinated and is the software that runs the service made fully + available to your users? + + None of the core contributors are personally providing services, + but some of the contributors work for companies such as GitHub + and Microsoft that do run code hosting and code review services + where libgit2 is used for some of the functionality. + +*** If your project runs on Linux-based systems, please list all the + distributions that include your project, and what "repository area" + the package appears in. If you aren't packaged for any major + distributions, please tell us why you believe your project hasn't been + packaged yet. + + Debian has libgit2 in main. It is currently in all supported versions. + Ubuntu has a package for libgit2 beginning in Trusty. + + Fedora has libgit2 in F20 through F22 and devel as well as EPEL 5 + through 7. + + Gentoo has libgit2 in the main repository, and Arch has libgit2 in + the Extra repository. + +*** Does your project have any existing for-profit or non-profit + affiliations, funding relationships, or other agreements between the + project and/or key leaders of your project and other organizations? + Has the project had such affiliations in the past? Please list of all + of them in detail and explain their nature. Even tangential + affiliations and relationships, or potential affiliations that you + plan to create should be included. + + We have tried to avoid funding coming in to the libgit2 project + since there is no proper organizational structure for the libgit2 + project. Maintainers and coordinators have been (understandably) + hesitant to try to collect or spend money on behalf of the project. + + At present, Microsoft is paying for our Windows continuous integration + services (provided by AppVeyor) and GitHub has paid for our non-Windows + continuous integration services in the past (provided by Travis CI). + + This is paid directly from Microsoft and GitHub to AppVeyor and + Travis CI, respectively. + + Edward Thomson pays for some other supporting materials, like our + domain names and a shared 1Password account. This is sponsored by + him directly. + + Finally, we recently had a libgit2 summit where we brought together + the core contributors and many users. This required venue rental and + catering which was paid jointly by Microsoft and GitHub (the payment + was made directly by Edward Thomson, but will be reimbursed by those + companies). + + We would like to change this arrangement so that we pay for our + needs directly, as a project, instead of through an individual + contributor. Organizations and individual users can contribute to + the project directly in order to fund our goals. + +*** Approximately how many users does your project have, and what items + lead you to believe your userbase is of a particular size (e.g., post + counts to your user mailing list)? + + Since libgit2 is a library, we have very broad and diverse usage + by applications but we do not have direct insight into the number + of end-users served. Ultimately, libgit2 is used by hosted + applications like GitHub, GitLab and Visual Studio Online, by + IDEs and text editors like Visual Studio, Xamarin Studio, and Xcode, + by native Git clients like GitKraken and gmaster, and by many other + programs and plug-ins. + + This puts the install base of libgit2 into the millions, though + it's hard to know how many Visual Studio users are using Git + (and thus libgit2). + + GitHub's statistics page suggests that there are several + hundred developers who use libgit2 for their own projects, + and code contributions suggest that at least a dozen large + companies or groups use libgit2 directly. + +*** Please list the names, email addresses, and affiliations (e.g., + employer) of key developers and major contributors. Include both + current and past contributors and developers. Please include date + ranges of when those developers/contributors were active. + + Please make this list as extensive and complete as possible. You need + not include every last person who sent one patch, but please include + at least those who regularly sent patches or were/are regular + contributors. If you project has contributors who have been inactive + for more than five years, you need only to list such inactive + contributors if they made substantial contributions. + + We have included information about the libgit2 project itself, as + well about LibGit2Sharp, NodeGit, ObjectiveGit and Rugged, since they + are the most popular bindings. + + Contributors to the libgit2 project: + + - Russell Belfer , active 2012 - 2015 + Employed by GitHub Inc (2012 - 2015) + + - Emeric Fermas , active 2011 - present + Employed by AXA (2011 - present) + Contracted by GitHub Inc (2012 - present) + + - Philip Kelley , active 2012 - 2014 + Employed by Microsoft Corp (2012 - 2014) + + - Jacques Germishuys , active 2014 - 2015 + Employed by Striata Marketing Pty (2014 - 2015) + + - Vicent Martí , active 2010 - present + Google Summer of Code Student (2010) + Contracted by GitHub Inc (2010 - 2011) + Employed by GitHub Inc (2011 - present) + + - Carlos Martín Nieto , active 2011 - present + Google Summer of Code Student (2011) + Employed by elego Software Solutions GmbH (2011 - 2015) + Contracted by elego, GitHub Inc, Microsoft Corp (2015 - 2016) + Employed by GitHub Inc (2016 - present) + + - Shawn Pearce , active 2008 - 2009 + Employed by Google (2008 - 2009) + + - Arthur Schreiber , active 2012 - present + Employed by Hewlett-Packard (2012 - 2016) + Employed by GitHub (2016 - present) + + - Michael Schubert , active 2011 - 2013 + Google Summer of Code Student (2012) + Employed by elego Software Solutions GmbH (2011 - 2013) + + - Patrick Steinhardt , active 2015 - present + Employed by elego Software Solutions GmbH (2015 - present) + + - Ben Straub , active 2012 - 2014 + Employed by GitHub Inc (2012 - 2014) + + - Edward Thomson , active 2012 - present + Employed by Microsoft Corp (2012 - 2015) + Employed by GitHub Inc (2016 - 2017) + Employed by Microsoft Corp (2017 - present) + + Contributors to the LibGit2Sharp project (who are not included + above): + + - Tim Clem , active 2011 - 2012 + Employed by GitHub Inc (2011 - 2012) + + - Keith Dahlby , active 2011 - present + Employed by J&P Cycles (2011 - 2016) + Employed by HuBoard (2016 - present) + + - Yoram Harmelin , active 2012 - 2014 + Employed by AXA (2012 - 2014) + + - Jameson Miller , active 2012 - 2015 + Employed by Microsoft Corp (2012 - 2015) + + - Marius Ungureanu , active 2014 - present + Employed by Xamarin Inc (2014 - 2016) + Employed by Microsoft Corp (2016 - present) + + Contributors to the NodeGit project (who are not included above): + + - Josh Abernathy , active 2015 - present + Employed by GitHub Inc (2015 - present) + + - Tim Branyen , active 2011 - present + Employed by Netflix (2015 - present) + Employed by Bocoup (2011 - 2015) + + - John Haley , active 2014 - present + Employed by Axosoft (2014 - present) + + - Nick Kallen , active 2013 + Employed by Twitter (2013) + + - Stjepan Rajko , active 2015 - present + Employed by Axosoft (2015 - present) + + - Michael Robinson , active 2013 + Employed by PAN Media and Advertising (2013) + + - Max Korp , active 2014 - present + Employed by Axosoft (2014 - present) + + - Tyler Wanek , active 2015 - present + Employed by Axosoft (2015 - present) + + - Steve Smith , active 2014 - 2015 + Employed by GitHub Inc (2014 - 2015) + + Contributors to the ObjectiveGit project (who are not included above): + + - Piet Brauer , active 2015 - present + Employed by Nerdish by Nature (2015 - present) + + - Ben Chatelain , active 2014 - present + Employed by Kaiser Permanente (2014 - present) + + - Slava Karpenko , active 2015 - present + Employed by Unreal Mojo (2015 - present) + + - Alan Rogers , active 2014 + Employed by GitHub (2014) + + - Etienne Samson , active 2013 - present + Employed by Mediapart (2013 - present) + + - Justin Spahr-Summers , active 2012 - 2015 + Employed by GitHub Inc (2012 - 2015) + + Contributors to the Rugged project (who are not included above): + + - Brian Lopez , active 2010 - present + Employed by GitHub Inc (2010 - present) + + - Nikolai Vladimirov , active 2012 - 2014 + Employed by TextMaster (2012 - 2014) + +*** Please include any other pertinent information not given above that + you feel we should review with your application. + + We have tried to include an accurate overview of both the libgit2 + project (as the independent library) and of the libgit2 community + (which includes libgit2 itself, as well as the related binding + libraries like LibGit2Sharp, Rugged and NodeGit). + + The majority of libgit2's users use the library through these + bindings. For example, Visual Studio uses LibGit2Sharp, Git Kraken + uses NodeGit and GitLab uses Rugged. As a result, we are committed + to supporting the binding libraries and including them in our + community. + + That said, we would also encourage the binding libraries to consider + joining foundations themselves, independently, if they think that + would provide them additional value. (For example, LibGit2Sharp may + wish to join the .NET Foundation). + +Please note that your answers will be shared with Conservancy's Board of +Directors, its Evaluation Committee (the membership of which is +published on Conservancy's website), and with some of Conservancy's +existing member projects leaders. We like to get as much input as +possible from Conservancy's existing project base when evaluating new +projects for membership. + +Please submit the application in pure ASCII format, with paragraph fills +and line breaks designed for 80 column viewing. You don't need to +impress us with formatting; what will actually impress us is if you make +the information presented in a simple and clear way that is easily read +and understood when edited with GNU Emacs and emailed around internally +at Conservancy via standard email forwarding tools. + +Before completing your application, please be sure to read our +application FAQ at: http://sfconservancy.org/members/apply/ + +Feel free to include any additional information you'd like us to review +in considering an application, but please try to be brief as possible. + +Please note that Conservancy does require that projects consider donating +a percentage of their funding to the general operating costs of the +Conservancy. This is a way to assure we can continue providing a high +level of service to all Conservancy projects. We'll discuss this further +and in detail after the evaluation process. + +Please be advised that you may get follow-up clarification questions on +your application. Please be prepared to respond to these inquiries +quickly to assure timely processing of your application. +###################################################################### diff --git a/sfc/sponsorship-agreement.tex b/sfc/sponsorship-agreement.tex new file mode 100644 index 0000000..9ec3904 --- /dev/null +++ b/sfc/sponsorship-agreement.tex @@ -0,0 +1,315 @@ +\documentclass[letterpaper,12pt]{article} +\usepackage{draftcopy} +\usepackage{enumitem} +\usepackage{parskip} +\usepackage{fancyhdr} +\usepackage{xspace} +\usepackage[verbose, twoside, dvips, + paperwidth=8.5in, paperheight=11in, + left=1in, right=1in, top=1.25in, bottom=.75in, + ]{geometry} + +\pagestyle{fancy} + +\lhead{} +\rhead{} +\chead{} + +\cfoot{\thepage} +\lfoot{} +\rfoot{Initials: \rule{0.15\textwidth}{0.2mm}} +\renewcommand{\headrulewidth}{0pt} +\renewcommand{\footrulewidth}{0pt} + +\newcommand{\projectname}{libgit2\xspace} +\newcommand{\signatories}{libgit2 Project Signatories\xspace} +\newcommand{\leadershipbody}{libgit2 Project Leadership Committee\xspace} +\newcommand{\signature}[3]{ +\vspace{2ex} + +By: \hspace{0.95em}\rule{0.50\textwidth}{0.2mm} \hfill{}Date: \rule{0.25\textwidth}{0.2mm} + +\if\relax\detokenize{#1}\relax +\else +\hspace{2.5em} \textsc{#1} +\fi +\if\relax\detokenize{#2}\relax +\else + +\hspace{2.5em} #2 +\fi +\if\relax\detokenize{#3}\relax +\else + +\hspace{2.5em} #3 +\fi +\vspace{6ex} +} + +\begin{document} + +\begin{center} +\textsc{\Huge Fiscal Sponsorship Agreement}{\Huge {} } +\par\end{center} + +\bigskip{} + + +This Agreement is made by and between Software Freedom Conservancy +(``Conservancy'') and Tyler Ang-Wanek, Carlos Martín Nieto, Etienne +Samson, Patrick Steinhardt, and Edward Thomson (the ``\signatories'') +on behalf of the project known as \projectname (the ``Project'') (each, a +``Party''; together, ``the Parties''). Conservancy is a New York nonprofit +public benefit corporation located in Brooklyn, New York, which has received +recognition of exemption from federal income tax under Section 501(c)(3) of +the Internal Revenue Code (IRC) and classification as a public charity under +IRC Sections 509(a)(1) and 170(b)(1)(A)(vi). + +\textsc{Whereas:} + +\begin{enumerate}[label=\Alph*.,ref=\S \Alph*] +\item Conservancy's organizational mission and charitable goal is to promote, +improve, develop and defend Free, Libre, and Open Source Software +projects. +\item The purpose of the Project is to produce, distribute, document, and +improve software and/or documentation that can be freely copied, modified and redistributed, +and for which modified versions can also be redistributed (``Free Software''), +and to facilitate and organize its production, improvement and ease +of use. +\item Conservancy desires to act as the fiscal sponsor of the Project beginning +on the Effective Date (as defined below) to assist the Project in +accomplishing its purpose, which Conservancy has determined will further +Conservancy's charitable goals. The \signatories desire to manage +the Project under the sponsorship of Conservancy. +\item Conservancy's Board of Directors has approved the establishment +of a fund to receive donations of cash and other property earmarked +for support of the Project and to make disbursements in furtherance +of the Project's mission (the ``Project Fund''). Currently, the +principal office of the Project is located at: + +Edward Thomson\newline +Attn: libgit2 Project Leadership Committee\newline +\textbf{TODO: provide address} +\end{enumerate} +\medskip{} + + +\textsc{Now, therefore, the Parties hereby agree as follows:} + +\begin{enumerate}[label=\arabic*.,ref=\S~\arabic*] +\item \textbf{Term of Agreement}. As of the Effective Date, the Project +joins Conservancy, which relationship will continue unless and until +terminated as set forth in \ref{Termination}. +\item \textbf{Project Management and Activities}. + + +\begin{enumerate}[label=\alph*.,ref=\theenumi(\alph*)] +\item \textbf{The \leadershipbody Will Manage the Project}. \label{ProjectManagement} +Authority to manage the technical, artistic and philanthropic direction +of the Project and the program activities of the Project is delegated +to the \leadershipbody as defined in \ref{Representation}, +subject at all times to the direction and control of Conservancy's +Board of Directors. Conservancy will only intervene in the program +activities to the extent the Project is not in compliance with \ref{FreeSoftware} +or \ref{CharitablePurpose} of this Agreement. +\item \textbf{The Project Will Be Free Software}. \label{FreeSoftware} +Conservancy and the \leadershipbody agree that any and all software +and/or documentation distributed by the Project will be distributed solely as Free Software. +Conservancy retains the sole right to determine whether the Project's +software and/or documentation constitutes Free Software (as defined herein). +\item \textbf{Ultimate Responsibility of Project}. Subject to \ref{ProjectManagement} +of this Agreement, all community programs, public information work, +fundraising events, processing and acknowledgment of cash and non-cash +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 Conservancy and shall be conducted in the name of Conservancy, +beginning on the Effective Date. +\item \textbf{Project Not An Agent Of Conservancy}. The \signatories +hereby acknowledge that the Project and the \leadershipbody +do not and shall not act as an agent for Conservancy unless specifically +authorized in writing by Conservancy to do so. +\end{enumerate} +\item \textbf{Fees}. The \signatories agree to donate ten percent +(10\%) of the Project's gross revenue (including, but not necessarily limited +to, all income and donations) to Conservancy for its general operations. + + +Notwithstanding the above, the \signatories agree that should Conservancy +be required to pay any taxes (including but not limited to sales taxes +and unrelated business taxable income) as the result of any activity +of the Project and/or activities undertaken by Conservancy on the +Project's behalf, such taxes shall be deducted from the Project Fund. + + +Conservancy will monitor any unrelated business taxable income and +may require the Project to cease activities generating such income +if the overall amounts exceed amounts permissible or prudent for Conservancy, +given Conservancy's tax exempt status. + +\item \textbf{Project Fund/Variance Power}. Beginning on the Effective Date, +Conservancy shall place all gifts, grants, contributions and other +revenues received by 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 \leadershipbody from +time to time with the approval of Conservancy. Conservancy retains +the unilateral right to spend such funds so as to accomplish the purposes +of the Project as nearly as possible within Conservancy's sole judgment. +Conservancy agrees to make a good faith effort to consider any expressed +donor intent in making determinations on the expenditure of that donor's +gift; however, the Parties acknowledge that expressions of donor intent +are not legally binding on Conservancy. 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 Conservancy, for both tax +purposes and for purposes of Conservancy's financial statements. It +is the intent of the Parties that this Agreement be interpreted to +provide Conservancy with variance powers necessary to enable Conservancy +to treat the Project Fund as Conservancy's asset in accordance with +Financial Accounting Statement No. 136 issued by the Financial Accounting +Standards Board, while this Agreement is in effect. +\item \textbf{Project Fund Management / Performance of Charitable Purposes}. +\label{CharitablePurpose} All of the assets received by Conservancy +under the terms of this Agreement shall be devoted to the purposes +of the Project, within the tax-exempt purposes of Conservancy. The +\signatories agree not to use its funds or operate in any way which would +jeopardize the tax-exempt status of Conservancy. No item of revenue +shall be earmarked for use in any attempt to influence legislation +within the meaning of IRC Section 501(c)(3) and no agreement, oral +or written, to that effect shall be made between Conservancy and any +revenue source. Conservancy shall not use any portion of the assets +to participate or intervene in any political campaign on behalf or +in opposition to any candidate for public office, to induce or encourage +violations of law or public policy, to cause any private inurement +or improper private benefit to occur, nor to take any other action +inconsistent with IRC Section 501(c)(3). + +\item \textbf{Representation of the Project in Conservancy}. \label{Representation}The +\signatories, each a signatory hereto, hereby establish and comprise +the initial members of the \leadershipbody +to represent the Project in its official communication with Conservancy. +The \signatories hereby acknowledge that the \leadershipbody +will be subject to all terms of this Agreement. +On the Effective Date, the \signatories hereby transfer all +rights, obligations and privileges of this Agreement over to the +\leadershipbody. + +The \signatories, each a signatory hereto, shall initially comprise +the \leadershipbody as a Project Committee (``Committee'') to represent +the Project in its official communication with Conservancy. Existing Project +Committee Members (``Members'') can be removed from and new Members +can be added to the Committee by simple majority vote of the existing +Committee; however, five (5) (the ``Minimum'') shall be the mandatory +minimum number of Members. + +For purposes of this Agreement, a Member is ``Employed'' by an Entity +if the Member is compensated for more than thirty-two (32) hours of +work per week by such Entity for a continuous period of more than +sixty (60) days. No more than two Members may be Employed by the same +Entity. + +Should three (3) or more Members be Employed by the same Entity at any +time (e.g., if an existing Member changes employers while a Member), +Members Employed by the same Entity must immediately resign in succession +until only two (2) of them remain on the Committee. Should voluntarily +resignations fail to yield the aforementioned result after sixty (60) +days, the Members Sharing an Employer shall be removed by Conservancy +from the Committee in order of decreasing seniority. Seniority shall +be determined by length of service by the Member on the Committee, +including all historical periods of non-contiguous service. + +All decisions of the Committee shall be made by simple majority. The +Committee shall appoint, by majority vote, one Member as its Representative +to communicate all Project decisions to Conservancy. The Representative +shall promptly inform Conservancy of changes in the Committee composition +and of contact information for all Members. If Conservancy is unable, +after all reasonable efforts, to contact a majority of the Members +for a period of sixty (60) days, or if the number of Members is fewer +than the Minimum for a period of at least sixty days, Conservancy +may, after at least thirty days notice to Project, unilaterally appoint +new Members from the Project community to replace any unreachable +Members and/or to increase the Committee composition to the required +Minimum. + +\item \textbf{Outstanding Liabilities}. The \signatories represent +that any liabilities that may be outstanding in connection with the +Project have been disclosed to Conservancy. +\item \textbf{Termination}. \label{Termination} The \leadershipbody or Conservancy +may terminate this Agreement at any time subject to the following +understandings: + + +\begin{enumerate}[label=\alph*.,ref=\theenumi(\arabic*)] + +\item \textbf{Notice and Successor Search}. Either Conservancy or the \leadershipbody +may terminate this Agreement on sixty (60) days' written notice (``the Notice Period'') to +the other Party, so long as a Successor can be found that meets the +following requirements (the ``Successor has Qualified''): + + + \begin{enumerate}[label=\roman*.,ref=\theenumi(\alph{enumii})(\roman*)] +\item the Successor is another nonprofit corporation which is tax-exempt +under IRC Section 501(c)(3), +\item the Successor is not classified as a private foundation under Section +509(a), +\item the Successor is willing and able to sponsor the Project, and, +\item the Successor has (a) communicated its willingness to sponsor the + Project in writing to Conservancy and (b) sent a copy of its 501(c)(3) determination letter to Conservancy, and, +\item the Successor is approved in writing by both Parties by the end of +the Notice Period, such approval not to be unreasonably withheld. +\end{enumerate} +\item \textbf{Additional Search Periods}. If the Parties cannot agree on +a Successor to sponsor the Project, the \leadershipbody +shall have an additional 60 days to find a Successor willing and able +to sponsor the Project. Any subsequent search periods of any length +shall only be granted at Conservancy's written permission. +\item \textbf{Transfer to a Successor}. If a Successor has Qualified, the balance +of assets in the Project Fund, together with any other assets held +or liabilities incurred by Conservancy in connection with the +Project, shall be transferred to the Successor within thirty (30) +days of the approval of the Successor in writing by both Parties or +any extension thereof, subject to the approval of any third parties +that may be required. +\item \textbf{Termination Without a Successor}. If no Successor is found, +Conservancy may dispose of Project assets and liabilities +in any manner consistent with applicable tax and charitable trust +laws. +\item \textbf{\signatories' Right to Terminate.} +The \signatories hereby acknowledge that they will relinquish any + rights to terminate separate from the \leadershipbody as + of the Effective Date. +\end{enumerate} +\item \textbf{Miscellaneous}. Each provision of this Agreement shall be +separately enforceable, and the invalidity of one provision shall +not affect the validity or enforceability of any other provision. +This Agreement shall be interpreted and construed in accordance with +the laws of the State of New York. This Agreement constitutes the +only agreement, and supersedes all prior agreements and understandings, +both written and oral, among the Parties with respect to the subject +matter hereof. +\item \textbf{Amendments. }This Agreement may not be amended or modified, +except in writing and signed by both Conservancy and the entirety of \leadershipbody. +\item \textbf{Counterparts / Facsimile}. This Agreement may be executed +in two or more counterparts, each of which shall constitute an original, +but all of which, when together, shall constitute but one and the +same instrument, and shall become effective when one or more counterparts +have been signed by each Party hereto and delivered to the other Party. +In lieu of the original, a facsimile transmission or copy of the original +shall be as effective and enforceable as the original. +\end{enumerate} +\vfill{} + + +\textsc{In witness whereof}, the Parties have executed this Fiscal +Sponsorship Agreement effective on the FIXME day of FIXME, FIXME (the +``Effective Date''). + +\vspace{3em} + +\signature{Software Freedom Conservancy, Inc.}{Bradley M. Kuhn}{Title: President} + +\signature{}{Tyler Ang-Wanek}{} +\signature{}{Carlos Martín Nieto}{} +\signature{}{Etienne Samson}{} +\signature{}{Patrick Steinhardt}{} +\signature{}{Edward Thomson}{} +\end{document}