[foundation-board] Fwd: Draft Grant Agreement

Wed Jul 13 20:47:20 UTC 2011

Notes inline of document. Echo thanks to Jordan - we are very fortunate :)

Regards
Paula

On 13 July 2011 19:22, Becky Hogge <becky.hogge at gmail.com> wrote:

> On 11 July 2011 07:58, Jordan S Hatcher <jordan at opencontentlawyer.com>
> wrote:
> >
> > Please respond with your thoughts.
>
> Firstly, I think we have a *great* lawyer. Thanks, Jordan - this looks
> like detailed and important work!
>
> My impression in general is that you are being bullish about this
> contract, and based on how it is drafted, I would support that. My
> assessment from contact with Omidyar is that they will be impressed by
> an organisation that takes its legal obligations seriously.
>
> You've very helpfully listed out all the obligations that this
> contract will impose on OKF working practice moving forward, and I
> think this is something Jason should study carefully. I would like to
> have his input on whether these requirements are workable. In
> particular, Jason, if you haven't already you should look at the
> reporting requirements set out in section 6. They look heavy. However,
> in terms of the extra work it will take to service this grant (mainly
> reporting, from the looks of things) I think we should be prepared to
> take that on based on what the grant of $750,000 will be able to
> deliver us as an organisation.
>
> Speaking of which, Jordan, I agree with your comment S.10 that we
> should push for 60 days not 30 days.
>
> On section 6.d.vii. (we produce "an annual operating plan and
> budget... for the following year. ") - this would indeed be new to us,
> but I think it would be valuable to make it standard practice.
>
> On section 8.d (Prohibited Uses) includes "Re-Grants. To make any
> grants or contributions to individuals or organizations" - would this
> effect our ability to distribute funds to chapters and working groups?
>
> I second your concern that section 10 ("Grantee shall not spend any
> Grant funds for activities in, or travel to or from, the  United
> States") would appear to preclude us using this money to set up a US
> chapter. But we may have to swallow that if it is based on their tax
> exempt status under US law - we should clarify, as I see you are
> seeking to do.
>
> There are a number of obligations that I don't feel I have the
> background knowledge to judge, particularly Section 2a in Exhibit D,
> which precludes us from working with any individual or entity subject
> to economic or trade sanctions in the US. For the same reason, I am
> unable to comment on your observations on Exhibit C, and I suggest
> Jason and Rufus take a look and report back to the Board.
>
> Your comment S.32, Jordan, I agree that we should consider seeking
> powers in this contract to terminate the agreement. I also fully
> support your addition of "reasonable " in section 9.b. Sheesh.
>
> I also agree that section 15 ("Publicity") is worryingly asymmetric in
> terms of rights, but this doesn't seem as fraught with risk - or am I
> missing something?
>
> Rufus raised the proposal for a "grant observer" contained in this contract
> >>
> >> 1. They ask for right to designate Grantor Observer on board (but not
> >> a board member). I think we are good with this.
>
> From my memory of our discussion in Berlin, I too think that we
> resolved something similar to this. I'm certainly in favour. But I'd
> be interested in hearing others' views, particularly Paula.
>
> > Please see my notes on the side letter.
> >> 2. They require us to have our annual financials audited going forward
> >> (which resolves the discussion at the board meeting) - assuming we
> >> accept the grant.
> > I was a bit unclear on this -- does this mean that we pay for a further
> set of accountants to audit the set of accounts the first set produced?
>  It's not clear to me that we can use Omidyar funds for this audit expense,
> so just need to make sure it's in the budget.
>
> We can ask them for further clarity - they might be expecting
> something that is standard in the US, but different here. At ORG we
> commissioned and Independent Examiner's report (see page 28 of
> http://www.openrightsgroup.org/wp-content/uploads/081119_annual-report.pdf
> )
> which was produced for us by our accountant.
>
> Cheers
>
> Becky
>
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