- Inkscape Board of Directors

Re: [Inkscape-board] updated Inkscape FSA
by Tony Sebro 13 Mar '15

13 Mar '15

Thanks for everyone's comments -- and for your edits, Josh. I've attached an updated draft for everyone's review. In particular, I've updated the Representation section to call for elections every two years. If you'd prefer a different frequency, or if there's anything else you'd like to tweak, let me know. Josh: I also added some language to section 8 to address your concerns re: the purpose of the provisions in that section. If you have any other questions and/or suggestions, let me know. Thanks! -Tony -- Tony Sebro, General Counsel, Software Freedom Conservancy +1-212-461-3245 x11 tony@...41... www.sfconservancy.org

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Donation to SFC
by Tavmjong Bah 13 Mar '15

13 Mar '15

Hi, I agree with Josh and Ted that a donation to the SFC is appropriate for their past work on our behalf. Can we agree on the amount? I would propose $400 for each year we have been a member. We have been a member for 9 years so that would be $3600. This assumes that the 10% kicks in on the date the new FSA is approved. Tav

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Re: [Inkscape-board] updated Inkscape FSA
by Bryce Harrington 12 Mar '15

12 Mar '15

On Wed, Mar 11, 2015 at 08:59:45PM -0400, Karen Sandler wrote: > corresponds to a small annual donation. For example you've given > OSUOSL $200 every year, so maybe you want to give us an amount To correct this point: We made one donation of $200 to them April 2007, and a second $200 this past January, but we've not given a yearly donation to OSUOSL. > that's equal to a retroactive $400 per year (or whatever you are > comfortable with)? It would make for a nice public statement too :) > > >Also from Tavmjong's list of concerns last time: > >The removal and addition of a board member by majority vote of the > >board > >is different from the previous agreement where the Inkscape developer > >community can vote in and out board members. I think having the > >Inkscape > >developer community vote for new members is a good thing (voting to > >remove members, I am not so sure about). > > > >This stands out to me as well. The community owns the project and > >needs to have a say in who is on the board. > > ok - we drafted the agreement as we thought you would want it. Tony, > can you propose a new section for this? > > >Section 8 feels like it was written to give SFC complete control if > >things ever turned sour. If we were to want to terminate our > >relationship with SFC (which I don't see happening), it feels like you > >dictate all the terms and hold all the cards... it feels like a scary > >prenuptial agreement. I'm not implying that SFC would act in such a > >way, but that it is written so that it's an option, so it makes me > >feel uneasy. > > Actually, this provision hasn't changed since the initial agreement > I wrote back in 2006 :) > > It's drafted so that the project has as much chance as possible to > find another organization (Conservancy can only object if it's > reasonable - for example, say Inkscape wants to transfer its assets > to TagSoup - a proprietary software nonprofit). I don't think we can > make this provision any looser without running afoul of our tax > obligations - once assets are in a c3 charitable organization they > can't just be transferred to anyone, since they are being held in > the public's interest. > > In practice, the few member projects that have decided to leave have > not had a problem - we've done the best we can to help them > transition (Mifos even had Conservancy flyers at their OSCON booth > last year!) > > I hope this helps. > karen > > >Cheers, > >Josh > > > > > > > > > >On Wed, Mar 11, 2015 at 3:15 PM, Josh Andler <scislac@...23...> wrote: > >So, I fixed a couple things in there. Two were textual (an omitted > >letter, and an omitted word), the others were minor formatting things > >my OCD wouldn't let me leave be. I did it with track changes on so > >it's easy to see. There was one which didn't get tracked which is odd, > >but I unbolded the 2. before "Project Management and Activities". I > >hope this isn't unwelcome. > > > >On Wed, Mar 11, 2015 at 11:32 AM, Tony Sebro > ><tony@...41...> wrote: > >Hi, all. > >Karen and I discussed the employer conflict provision in the > >representation section. Given the historical lack of corporate > >influence in the Inkscape project, we're fine with removing the > >provision entirely. Committee members will still be bound by > >Conservancy's conflict of interest policy; we think that should be > >enough. > > > >I've attached an updated version of the FSA for your review. If you > >have any other questions, let me know; if not, I'll send around an > >execution copy. > > > >Thanks! Best, -Tony > > > >-- > >Tony Sebro, General Counsel, Software Freedom Conservancy > >+1-212-461-3245 x11 > >tony@...41... > >www.sfconservancy.org > >

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Re: [Inkscape-board] updated Inkscape FSA
by Josh Andler 12 Mar '15

12 Mar '15

On Wed, Mar 11, 2015 at 5:59 PM, Karen Sandler <karen@...41...> wrote: > The Google reimbursements aren't income. Understood. > That sounds fine. I actually proposed in #inkscape-devel that instead of a > retroactive 10%, you just give us an amount that corresponds to a small > annual donation. For example you've given OSUOSL $200 every year, so maybe > you want to give us an amount that's equal to a retroactive $400 per year > (or whatever you are comfortable with)? It would make for a nice public > statement too :) The donation approach sounds MUCH more palatable and appealing in fact. We do feel we owe you all, and we want to show our appreciation. We will let you know what we settle on, but I would say having language in the FSA to deal with it rather than it being on our honor is probably not the best approach. > Actually, this provision hasn't changed since the initial agreement I wrote > back in 2006 :) I'm not surprised. I probably also didn't scrutinize things as much the first time I read through it. > It's drafted so that the project has as much chance as possible to find > another organization (Conservancy can only object if it's reasonable - for > example, say Inkscape wants to transfer its assets to TagSoup - a > proprietary software nonprofit). I don't think we can make this provision > any looser without running afoul of our tax obligations - once assets are in > a c3 charitable organization they can't just be transferred to anyone, since > they are being held in the public's interest. Thank you for the clarification. This put me more at ease personally, but there is kind of part of me that wants to ask is it possible to distill it down with a leading statement that says something to the effect of "For the protection of of SFC and the Project, if our relationship is to be terminated it needs to be inline with all related tax obligations and the public interest, which entails:" > I hope this helps. It did, as always, thank you for your time and patience for those of use who are protective and somewhat concerned oldtimers with the project. Cheers, Josh

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Fundraiser update
by Bryce Harrington 12 Mar '15

12 Mar '15

Below is an update on our financial picture including final numbers for fiscal year 2014. The hackfest fundraising has brought in a total of about $7,800 as of today. == CURRENT BALANCE == $-21,648.47 Expenses:Inkscape $60,574.96 Income:Inkscape -------------------- $38,926.49 $-15,000.00 Budgeted for FY 2015 $-6,057.50 Earmarked for Conservancy 10% -------------------- $17,868.99 Reserve == TOTALS == Year Income Expenses Change Total FY2006 $3,399.50 $3399.50 $3399.50 FY2007 $10,232.65 $-4,718.00 $5514.65 $8914.15 FY2008 $358.48 $-460.98 $-102.50 $8811.65 FY2009 $2,784.57 $-500.00 $2284.57 $11096.22 FY2010 $4,803.28 $-2,081.60 $2721.68 $13817.90 FY2011 $8,798.50 $-2,314.98 $6483.52 $20301.42 FY2012 $6,957.72 $-1,653.90 $5303.82 $25605.24 FY2013 $8,068.04 $-2,501.70 $5566.34 $31171.58 FY2014 $13,338.34 $-7,354.69 $5983.65 $37155.23 FY2015 $1,833.88 $-62.63 $1771.25 $38926.48 == DONATIONS == FY2006 06-Oct-09 - 07-Feb-07 Inc:Inkscape:Donations $3,399.50 $3,399.50 FY2007 07-Mar-05 - 08-Feb-25 Inc:Inkscape:Donations $4,231.81 $4,231.81 FY2007 In:Ink:Donation:Google $6,000.00 $10,231.81 FY2008 08-Mar-10 - 09-Jan-02 Inc:Inkscape:Donations $350.00 $350.00 FY2009 09-Mar-01 - 10-Jan-09 Inc:Inkscape:Donations $2,720.98 $2,720.98 FY2010 10-Mar-01 - 11-Feb-27 Inc:Inkscape:Donations $4,294.20 $4,294.20 FY2010 In:Inks:Donation:Packt $497.00 $4,791.20 FY2011 11-Mar-01 - 12-Feb-24 Inc:Inkscape:Donations $6,922.09 $6,922.09 FY2011 In:Inks:Donation:Packt $500.00 $7,422.09 FY2012 12-Mar-02 - 13-Feb-28 Inc:Inkscape:Donations $6,389.29 $6,389.29 FY2013 13-Mar-05 - 14-Feb-28 Inc:Inkscape:Donations $7,637.61 $7,637.61 FY2014 14-Mar-03 - 15-Feb-28 Inc:Inkscape:Donations $13,066.98 $13,066.98 FY2015 15-Mar-01 - 15-Mar-11 Inc:Inkscape:Donations $1,833.88 $1,833.88 Hackfest FY2014 14-Dec-05 - 15-Feb-28 Assets:PayPal $-6,153.39 $-6,153.39 FY2014 Ex:Inksca:Banking Fees $-260.61 $-6,414.00 FY2014 Inc:Inkscape:Donations $6,414.00 0 Hackfest FY2015 15-Mar-01 - 15-Mar-11 Assets:PayPal $-1,387.51 $-1,387.51 FY2015 Ex:Inksca:Banking Fees $-47.37 $-1,434.88 FY2015 Inc:Inkscape:Donations $1,434.88 0 == EXPENSES == FY 2007: $4,718.00 Expenses FY 2008: $460.98 Expenses FY 2009: $500.00 Expenses FY 2010: $2,081.60 Expenses FY 2011: $2,314.98 Expenses FY 2012: $1,653.90 Expenses FY 2013: $2,501.70 Expenses FY 2014: $7,354.69 Expenses FY 2015: $62.63 Expenses

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[karen@...41...: Re: updated Inkscape FSA]
by Bryce Harrington 12 Mar '15

12 Mar '15

[Forwarding Karen's reply at her request, as she's not subbed to the list. Also, added Karen, Tony, and Brad's addresses as auto-accept non-members. ] ----- Forwarded message from Karen Sandler <karen@...41...> ----- Date: Wed, 11 Mar 2015 20:59:45 -0400 From: Karen Sandler <karen@...41...> To: Josh Andler <scislac@...23...> Cc: Tony Sebro <tony@...41...>, inkscape@...41..., inkscape-board@...5... Subject: Re: updated Inkscape FSA Reply-To: karen@...41... On 2015-03-11 19:28, Josh Andler wrote: > Hi Tony, > > CCing the board list to have it publicly documented. So in reviewing > the revised FSA, here's an initial round of thoughts from me. > > In the last round of discussion, Tavmjong brought up the following and > I looked back at the previous thread and didn't see a response about > it. > > Section 3: > > The board has not agreed to give 10% of our income retroactive to > September 22, 2006. We agreed to start contributing 10% when the > agreement becomes effective. I would personally be happy to go back to > the date that Bradley first asked us to contribute 10% (October 2012) > but that would require a new vote. > > We also had a question about "pass-thru" income, in specific the Google > reimbursements for travel expenses to the mentor's summit. Does the 10% > apply to this? I think the Inkscape board wanted to make clear that > this > income is excluded. (We already settled, I think, that the 10% would > apply to the $500 Google gives Inkscape for each mentor and that > Inkscape would cover that 10% so any mentor that requests it gets the > full $500.) The Google reimbursements aren't income. > > A few of us are uneasy about the full retroactive to 2006. We hadn't > agreed to that, and it wasn't addressed when brought up last time. I > feel that the committee should decide how far back the retroactive > period should extend. That sounds fine. I actually proposed in #inkscape-devel that instead of a retroactive 10%, you just give us an amount that corresponds to a small annual donation. For example you've given OSUOSL $200 every year, so maybe you want to give us an amount that's equal to a retroactive $400 per year (or whatever you are comfortable with)? It would make for a nice public statement too :) > Also from Tavmjong's list of concerns last time: > The removal and addition of a board member by majority vote of the > board > is different from the previous agreement where the Inkscape developer > community can vote in and out board members. I think having the > Inkscape > developer community vote for new members is a good thing (voting to > remove members, I am not so sure about). > > This stands out to me as well. The community owns the project and > needs to have a say in who is on the board. ok - we drafted the agreement as we thought you would want it. Tony, can you propose a new section for this? > Section 8 feels like it was written to give SFC complete control if > things ever turned sour. If we were to want to terminate our > relationship with SFC (which I don't see happening), it feels like you > dictate all the terms and hold all the cards... it feels like a scary > prenuptial agreement. I'm not implying that SFC would act in such a > way, but that it is written so that it's an option, so it makes me > feel uneasy. Actually, this provision hasn't changed since the initial agreement I wrote back in 2006 :) It's drafted so that the project has as much chance as possible to find another organization (Conservancy can only object if it's reasonable - for example, say Inkscape wants to transfer its assets to TagSoup - a proprietary software nonprofit). I don't think we can make this provision any looser without running afoul of our tax obligations - once assets are in a c3 charitable organization they can't just be transferred to anyone, since they are being held in the public's interest. In practice, the few member projects that have decided to leave have not had a problem - we've done the best we can to help them transition (Mifos even had Conservancy flyers at their OSCON booth last year!) I hope this helps. karen > Cheers, > Josh > > > > > On Wed, Mar 11, 2015 at 3:15 PM, Josh Andler <scislac@...23...> wrote: > So, I fixed a couple things in there. Two were textual (an omitted > letter, and an omitted word), the others were minor formatting things > my OCD wouldn't let me leave be. I did it with track changes on so > it's easy to see. There was one which didn't get tracked which is odd, > but I unbolded the 2. before "Project Management and Activities". I > hope this isn't unwelcome. > > On Wed, Mar 11, 2015 at 11:32 AM, Tony Sebro > <tony@...41...> wrote: > Hi, all. > Karen and I discussed the employer conflict provision in the > representation section. Given the historical lack of corporate > influence in the Inkscape project, we're fine with removing the > provision entirely. Committee members will still be bound by > Conservancy's conflict of interest policy; we think that should be > enough. > > I've attached an updated version of the FSA for your review. If you > have any other questions, let me know; if not, I'll send around an > execution copy. > > Thanks! Best, -Tony > > -- > Tony Sebro, General Counsel, Software Freedom Conservancy > +1-212-461-3245 x11 > tony@...41... > www.sfconservancy.org > ----- End forwarded message -----

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Re: [Inkscape-board] updated Inkscape FSA
by Josh Andler 11 Mar '15

11 Mar '15

Hi Tony, CCing the board list to have it publicly documented. So in reviewing the revised FSA, here's an initial round of thoughts from me. In the last round of discussion, Tavmjong brought up the following and I looked back at the previous thread and didn't see a response about it. >Section 3: > >The board has not agreed to give 10% of our income retroactive to >September 22, 2006. We agreed to start contributing 10% when the >agreement becomes effective. I would personally be happy to go back to >the date that Bradley first asked us to contribute 10% (October 2012) >but that would require a new vote. > >We also had a question about "pass-thru" income, in specific the Google >reimbursements for travel expenses to the mentor's summit. Does the 10% >apply to this? I think the Inkscape board wanted to make clear that this >income is excluded. (We already settled, I think, that the 10% would >apply to the $500 Google gives Inkscape for each mentor and that >Inkscape would cover that 10% so any mentor that requests it gets the >full $500.) A few of us are uneasy about the full retroactive to 2006. We hadn't agreed to that, and it wasn't addressed when brought up last time. I feel that the committee should decide how far back the retroactive period should extend. Also from Tavmjong's list of concerns last time: >The removal and addition of a board member by majority vote of the board >is different from the previous agreement where the Inkscape developer >community can vote in and out board members. I think having the Inkscape >developer community vote for new members is a good thing (voting to >remove members, I am not so sure about). This stands out to me as well. The community owns the project and needs to have a say in who is on the board. Section 8 feels like it was written to give SFC complete control if things ever turned sour. If we were to want to terminate our relationship with SFC (which I don't see happening), it feels like you dictate all the terms and hold all the cards... it feels like a scary prenuptial agreement. I'm not implying that SFC would act in such a way, but that it is written so that it's an option, so it makes me feel uneasy. Cheers, Josh On Wed, Mar 11, 2015 at 3:15 PM, Josh Andler <scislac@...23...> wrote: > So, I fixed a couple things in there. Two were textual (an omitted > letter, and an omitted word), the others were minor formatting things > my OCD wouldn't let me leave be. I did it with track changes on so > it's easy to see. There was one which didn't get tracked which is odd, > but I unbolded the 2. before "Project Management and Activities". I > hope this isn't unwelcome. > > On Wed, Mar 11, 2015 at 11:32 AM, Tony Sebro <tony@...41...> wrote: >> Hi, all. >> Karen and I discussed the employer conflict provision in the >> representation section. Given the historical lack of corporate >> influence in the Inkscape project, we're fine with removing the >> provision entirely. Committee members will still be bound by >> Conservancy's conflict of interest policy; we think that should be enough. >> >> I've attached an updated version of the FSA for your review. If you >> have any other questions, let me know; if not, I'll send around an >> execution copy. >> >> Thanks! Best, -Tony >> >> -- >> Tony Sebro, General Counsel, Software Freedom Conservancy >> +1-212-461-3245 x11 >> tony@...41... >> www.sfconservancy.org >>

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[REFERENDUM] Hackfest sponsorship
by Bryce Harrington 11 Mar '15

11 Mar '15

Your vote is needed on several proposals regarding the planned Inkscape Hackfest 2015. Please vote on ALL numbered items. Proposals: 1. Should the $5000 budgeted for the hackfest be spent from reserves to sponsor travel and hotel expenses for Inkscape developers to participate in Hackfest Toronto 2015? [ ] Yes [ ] No. Use the budgeted funds some other way: ________________________________________________________ 2. Should we adopt a flat reimbursement model (similar to how we did LGM last year), or the proposed ranked reimbursement model (similar to how we did GSoC), or leave it open ended? [ ] a. Use flat reimbursement. Everyone is sponsored up to the same maximum amount. [ ] b. Use ranked reimbursement. Long term, high commit developers are sponsored up to a higher maximum than new developers. [ ] c. Use open ended. We'll fully cover all valid expenses incurred by the sponsorees. 3. If a flat reimbursement model is used, how should we set the maximum? [ ] a. Divide the total funds available ($5000 plus earmarked donations) by number of attendees. [ ] b. $2000 maximum each. If this results in actual expenses exceeding the available funds, hold a follow-up vote to determine what to do. [ ] c. $1000 maximum each. At this level we should be able to cover all expected attendees. 4. If a ranked reimbursement model is used, how should we set the maximums? [ ] a. As proposed on the Hackfest2015 page[1]; see Background for the amounts. [ ] b. As with (a) but each of the limits should be raised $500 higher. [ ] c. As with (a) but each of the limits should be reduced $500 lower. 5. If a sponsoree does not hit their maximum reimbursement amount for the hackfest itself, can they apply the remainder against LGM expenses? [ ] Yes. Consider LGM and Hackfest expenses lumped together for purposes of reimbursement. [ ] No. Airfare can be covered by either Hackfest or LGM sponsorship (or split between them), but hotel and food expenses for each event should be handled separately. Background: We've planned a hackfest[1]. We're undertaking a fundraiser to cover sponsorships, and we're also budgeting $5000 from reserves for this. We need to hold a vote on the sponsorship levels to make things official. >From the hackfest page, it was proposed to limit maximum sponsorshop amounts to the following, in hopes of spreading the funds across a wider number of people: * Up to $2000 each for Inkscape developers who have contributed for 3+ years and > 200 commits (About 18 developers qualify, not all currently active) * Up to $1500 each for Inkscape developers who have contributed for 2+ years and > 100 commits (About 17 additional qualify) * Up to $1000 each for Inkscape developers who have contributed for 1+ year and > 50 commits (About 24 additional qualify) * Up to $500 each for any Inkscape contributor listed in AUTHORS file with at least 10 commits by Jan 1, 2015 (About 50 additional qualify) Tavmjong Bah has volunteered as event coordinator for the LGM and hackfest events. [1] http://wiki.inkscape.org/wiki/index.php/Hackfest2015

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Hackfest donation question
by Máirín Duffy 10 Mar '15

10 Mar '15

Hi folks, I had a quick question - do you have donation / sponsorship levels for corporate donations for the Inkscape Hackfest? If so, is there a link talking about this that I can refer to? (I looked at https://inkscape.org/en/support-us/hackfest/ but didn't see any listed) ~m

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My resignation
by J.B.C. Engelen (Johan) 05 Mar '15

05 Mar '15

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