Resolution 2019-05-25.jrk.1: Removing Jenkins as associated project

[Ian Jackson]

Adrian Bunk writes ("Re: Resolution 2019-05-25.jrk.1: Removing Jenkins as associated project"):
> On Mon, Jun 03, 2019 at 12:15:53PM +0100, Ian Jackson wrote:
> > While it may be lawful for SPI to transfer charitable assets to
> > another charity which spends those charitable funds on
> > legally-charitable purposes but at the direction of for-profit
> > corporations, it is not clear to me that it is ethically appropriate
> > for SPI to make such a transfer.
> 
> These are the assets of the associated project that are only held in 
> trust by SPI.

They are indeed held in trust by SPI.  The terms of the trust are,
largely, the SPI Associated Project Framework:

 http://www.spi-inc.org/corporate/resolutions/2004/2004-08-10.iwj.1/

 | 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.

Note the reference to SPI's goals.

> It would be unethical if the board or membership of SPI would refuse
> a lawful transfer for political reasons.

The board should refuse a lawful transfer if it is not consistent with
SPI's goals.

> It would also set a dangerous precedent if the personal opinions of
> SPI members could result in withholding of assets from projects.

No-one is suggesting withholding these assets.  Even if there is a
delay or a difficulty with transferring them to another organisation,
they remain available to be spent on Jenkins-related things.

Obviously if the Jenkins project has decided (via its own governance
processes) that it wants to transfer these assets and have them
managed by a different body than SPI, then that is a very good reason
to do that.  We definitely don't want to hang onto things.

But it is not conclusive.  The SPI board must act lawfully, which
means complying with US tax law, and using SPI's assets to further
SPI's legal objectives.  It must also act ethically, which means
dealing honourably and also furthering SPI's goals more generally.

Right now we don't know exactly what the shape of the proposed new
organisation is.  The SPI board should certainly not approve a
transfer to an as-yet-unknown organisation.

If the proposed new organisation becomes clearly defined then we need
to evaluate it on its merits.  If it is a 501(c)(3) whose management
of the transferred assets would be broadly similar to SPI's,
particularly with respect to decisions of the Jenkins project, then
there is no problem.

If it is an organisation, even a 501(c)(3), which is controlled by the
LF's or the CDF's corporate members, SPI should probably seek to
clarify with the Jenkins project's representatives what undertakings
(if any) SPI should seek with respect to the transferred assets.

For example, will the new foundation take the assets on trust in a
manner similar to SPI, and respect the Jenkins project's decisions ?
If not then SPI should at the very least clarify with the Jenkins
project that they realise that they are losing control of the money
and wish to proceed anyway.

To put it another way: if it is proposed that the trust should be
dissolved - rather than merely transferred to a new trustee (or
converted into a broadly similar arrangement with a new sponsoring
organisation) - we should be very clear about that.

Ian.

-- 
Ian Jackson <ijackson at chiark.greenend.org.uk>   These opinions are my own.

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