Resolution 1998-11-16.iwj.1-amended-2004-08-10.iwj.1: Associated Project Framework

[David Graham - SPI Secretary]

Resolution 1998-11-16.iwj.1 was amended as follows by the Board of
Directors of SPI on August 10th, 2004.


Resolution 1998-11-16.iwj.1-amended-2004-08-10.iwj.1: Associated Project Framework

1. Introduction

   Software in the Public Interest, Inc. ('SPI') is an umbrella
   organization which provides legal and formal services, including the
   ability to manage legal property, to various projects and organizations
   ('Associated Projects', or simply `Projects') which form part of the
   wider community working on free software and related activites (`the
   Community').

   SPI takes the view that the political and technical decision making for
   a Project is a matter for the people who participate in it. Accordingly,
   SPI does not normally control or manage Projects.

2. Property

   One of SPI's main functions is to receive and hold property, including
   money, hardware, intellectual property and other assets, which are
   intended for the benefit of free software or related activities and may
   be earmarked for a particular Project.

   Such assets are held in trust by SPI. They will be used and managed
   according to agreement(s) between SPI and the relevant Project, for the
   benefit of the Community. The basis of the trust is this Framework,
   SPI's Position and Promises on Intellectual Property, and those
   agreement(s).

   (i) Money

   SPI will, when requested by a Project, accept money to be held in trust for
   purposes related to that Project. Such money will be spent according to the
   instructions of (and SPI's agreement with) the Project, provided that these
   instructions are consistent with SPI's goals and legal obligations.

   (ii) Intellectual Property

   SPI can on request hold intellectual property in trust for purposes relating
   to a Project. Such IPR will be managed according to the instructions of (and
   SPI's agreement with) the Project, provided that these instructions are
   consistent with SPI's Position and Promises about Intellectual Property and
   SPI's goals and legal obligations.

   (iii) Other Property

   If SPI accepts other property in trust for purposes relating to a Project,
   the property will be managed according to SPI's agreement with the Project,
   provided that this is for the benefit of that Project and the Community and
   consistent with SPI's goals, policies, promises and legal obligations.

3. Legal advice and representation

   SPI and its lawyers may make their services available to Projects, if it is
   in SPI's view that this is in the best interests of the Community and there
   are no conflicts of interest involved.

4. Project Management

   Each Project has its own formal or informal internal structure and
   procedures. SPI will not interfere in the internal decision making of
   Projects, unless this is requested by the Project or its rules and
   procedures.

   If a Project has rules and procedures about its relationship with SPI then
   SPI will honour them (for example by implementing decisons about property
   held for that Project if and only if they are made according to those
   rules and procedures) provided that they are consistent with its agreement
   with SPI and with SPI's goals, policies and legal obligations.

   If a Project's internal organization or procedures are unclear or disputed,
   SPI will deal with the situation as fairly as possible; if possible SPI
   will act according to the decisions or rough consensus of the Project's
   participants or in case of doubt that of the whole Community.

5. Competition and Disputes

   It is SPI's view that free software and the Community are enhanced by
   friendly internal competition. SPI therefore does not usually have a
   conflict of interest when holding assets on behalf of two different but
   competing Projects.

   If Projects are in dispute with each other about property held by SPI in
   trust for one or both of them, SPI will not usually dispose of the
   property or use it (for example, by taking enforcement action about IPR)
   except by common consent of the Projects involved. SPI will deal with
   the situation fairly, just as if it were a dispute within a single
   Project (see above).

   If no resolution can be found in a dispute about property held for one or
   more Projects, and it is the rough consensus of the Community that some
   particular action needs to be taken before resolution is likely, and it
   would be fair, reasonable, legal, and consistent with SPI's policies to do
   so, then SPI will take that action.

   In any case, SPI may if agreed by disputing Projects act as an mediator or
   arbitrator.

6. Inception of Associated Project status

   Following informal discussions of Associated Project status with
   members of the community, if satisfied the SPI Board will pass a
   resolution inviting the project to become Associated with SPI.

   This resolution will state the SPI Board's current understanding of
   who is authorised to act for the project; it will invite the project
   to join with SPI according to this Framework; and it will state a
   date at which the invitation will lapse if not accepted.

7. Termination of Associated Project status

   When notified by the management of a Project, or when the SPI Board
   decides, the Association between SPI and the Project is terminated.

   Following termination, SPI will not accept any further money or
   property for purposes related to that Project.  Assets already held
   will nevertheless still be subject to the guidelines in this
   Framework, until it is disposed of (for example by transfer to
   another suitable non-profit organisation, or by being spent)
   according to this Framework.

   See also SPI's Position and Promises about Intellectual Property.

8. Non-Associated Projects which SPI would like to support

   When the SPI Board, and other parts of SPI, like and approve of a
   project or activity, this may expressed as saying that SPI (or the
   relevant bodies or individuals) `support' the project.

   This does not imply any formal relationship or agreement with the
   non-Associated Project; SPI will not take donations earmarked for
   the assistance of, or assets related to, a non-Associated
   Project.

Notes: SPI's Position and Promises about Intellectual Property can be
found at:
http://www.spi-inc.org/corporate/resolutions/resolution-1998-11-16.iwj.2

---
David Graham, SPI Secretary
cdlu at spi-inc.org