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 <ji...@spi-inc.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 > ji...@spi-inc.org > _______________________________________________ > Spi-general mailing list > Spi-general@lists.spi-inc.org > http://lists.spi-inc.org/listinfo/spi-general _______________________________________________ Spi-general mailing list Spi-general@lists.spi-inc.org http://lists.spi-inc.org/listinfo/spi-general
