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

From: Jimmy Kaplowitz <jimmy(at)spi-inc(dot)org>
To: spi-general(at)lists(dot)spi-inc(dot)org, board(at)spi-inc(dot)org, secretary(at)spi-inc(dot)org
Subject: Resolution 2019-05-25.jrk.1: Removing Jenkins as associated project
Date: 2019-05-26 00:52:19
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Lists: spi-general

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


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

4. Jenkins wishes to transfer its assets held by SPI to the Continuous
Delivery Foundation, to the extent not spent before the transfer is

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.


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

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

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


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