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

From: Ian Jackson <ijackson(at)chiark(dot)greenend(dot)org(dot)uk>
To: Jimmy Kaplowitz <jimmy(at)spi-inc(dot)org>
Cc: board(at)spi-inc(dot)org, spi-general(at)lists(dot)spi-inc(dot)org, secretary(at)spi-inc(dot)org
Subject: Re: Resolution 2019-05-25.jrk.1: Removing Jenkins as associated project
Date: 2019-06-03 11:15:53
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Jimmy Kaplowitz writes ("Re: Resolution 2019-05-25.jrk.1: Removing Jenkins as associated project"):
> A few other comments in response to some of Ian's concerns:

Thanks. Much of this is reassuring.


> As Kohsuke said, the resolution already allows for this possibility. We
> worded the resolution to allow an intentionally vague "reasonable time"
> for the transfer, with SPI having the sole discretion to decide to
> abandon the process if it takes too long or otherwise becomes
> infeasible. If they're not in a rush, we can probably stick with the
> 501(c)(3) route unless the IRS says no to them.

I do not think it is appropriate for the resolution to authorise a
transfer without clearly stating what organisation the transfer is to.
This is not a situation where a resolution that is intentionally vague
is appropriate.

If I were a board member I would worry that voting in favour of this
resolution would amount to delegating my obligations to uphold US
charity law.

Instead: the resolution now should certainly say that we should stop
accepting more donations, etc. It can also say that we should
investigate transfer options. That is fine.

But the final arrangements for the transfer, when they are known,
should be put to the board for a confirmatory vote. At that point we
will know exactly what the proposed transferee is and the SPI board
(and indeed the membership) can decide whether it is an appropriate
recipient - and its appropriateness might involve ethical or political
questions as well as legal ones.

For example,

Kohsuke Kawaguchi writes:
> I believe the 1st choice is to transfer the assets to a 501(c)(3)
> under the LF. This is laid out in "whereas #5",

How would this proposed 501(c)(3) be governed ?

Jimmy tells us that while the CDF is governed by its corporate
members, the Jenkins project is not.

Would decisions for the 501(c)(3) be made by the CDF board or the LF
board or by Jenkins's governance structures ?

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.



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