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

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(dot)org