[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

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