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

[Peter Cock]

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 <jimmy at 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
> jimmy at spi-inc.org
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