[foundation-board] Fwd: Draft Grant Agreement

[Jason Kitcat]

Dear all

Thank you *so much* for your valuable, thoughtful comments on the draft contract.

What I will do next is write a series of questions to ON built from comments you have all made. Their responses to that will feed into a revised draft, based on Jordan's work.

You do need to decide as a board on whether you will allow ON to have a board observer - and to what extent...

My recommendation would be that you invite the ON observer to formal board meetings, but do not have them on the list.

All the best,
Jason

On 13 Jul 2011, at 21:47, paula le dieu wrote:

> 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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--
Jason Kitcat
Foundation Coordinator
The Open Knowledge Foundation

+44 (0) 7956 886 508

http://www.okfn.org
http://twitter.com/jasonkitcat