diff --git a/finance/README.md b/finance/README.md index 23611a7e..944323f6 100644 --- a/finance/README.md +++ b/finance/README.md @@ -3,7 +3,9 @@ ## Contents - [`community-updates`](https://github.com/astropy/astropy-project/tree/main/finance/community-updates) is an archive of financial updates posted to the `astropy-dev` mailing list. +- [`fsa_numfocus`](https://github.com/astropy/astropy-project/tree/main/finance/fsa_numfocus) is an archive of Fiscal Sponsorship Agreement (FSA) that Astropy has with NumFOCUS. - [`jobs`](https://github.com/astropy/astropy-project/tree/main/finance/jobs) is an archive of job advertisements issued by the Astropy Project. +- [`large_astropy_proposals`](https://github.com/astropy/astropy-project/tree/main/finance/large_astropy_proposals) is an archive of proposals written by Astropy for large grants; e.g., Moore and NASA ROSES. - [`process`](https://github.com/astropy/astropy-project/tree/main/finance/process) documents our processes and policies for financial management. In particular, it provides *guidance for requesting funding*. - [`proposal-calls`](https://github.com/astropy/astropy-project/tree/main/finance/proposal-calls) records materials related to calls for projects and proposals funded by Astropy. diff --git a/finance/fsa_numfocus/.gitignore b/finance/fsa_numfocus/.gitignore new file mode 100644 index 00000000..59e0971d --- /dev/null +++ b/finance/fsa_numfocus/.gitignore @@ -0,0 +1,5 @@ +*.aux +*.dvi +*.log +*.pdf +*.ps diff --git a/finance/fsa_numfocus/Makefile b/finance/fsa_numfocus/Makefile new file mode 100644 index 00000000..b73fba60 --- /dev/null +++ b/finance/fsa_numfocus/Makefile @@ -0,0 +1,27 @@ +# Makefile for the NumFOCUS Fiscal Sponsorship agreement + +# For each project, the template file will have been renamed to something else; +# adjust the line below to reflect the real name of the file. No other changes +# should be necessary +fsa=fsa-comprehensive + +# Targets + +# Note: we run latex like this instead of pdflatex b/c the file uses a +# postscript-only package for the DRAFT watermark. +$(fsa).pdf: $(fsa).tex definitions.tex signatures.tex + latex $(fsa) + latex $(fsa) + dvips $(fsa).dvi + ps2pdf $(fsa).ps + +# For final versions that don't use the 'draftcopy' package, we can just run +# pdflatex directly. +final: $(fsa).tex definitions.tex signatures.tex + pdflatex $(fsa) + +clean: + rm -f *~ *.aux *.dvi *.log $(fsa).ps + +cleanall: clean + rm -f $(fsa).ps $(fsa).pdf diff --git a/finance/fsa_numfocus/README.md b/finance/fsa_numfocus/README.md new file mode 100644 index 00000000..23cddcc5 --- /dev/null +++ b/finance/fsa_numfocus/README.md @@ -0,0 +1 @@ +The documents in this folder are moved from https://github.com/astropy/FSA . These documents were last edited on 2014-03-12 by Thomas Robitaille. diff --git a/finance/fsa_numfocus/definitions.tex b/finance/fsa_numfocus/definitions.tex new file mode 100644 index 00000000..9288df1c --- /dev/null +++ b/finance/fsa_numfocus/definitions.tex @@ -0,0 +1,38 @@ +%% Fill out here the definitions for all the project's relevant variables: +%% name, contributors, address, etc. + +%% Comment this out to remove the DRAFT watermark +\usepackage{draftcopy} + +%% Declare here the actual values of the various terms for each agreement + +% Official name of the project, e.g. ``NumPy'' +\renewcommand{\project}{\textbf{The Astropy Project}} + +% All the names of the contributors of the project which will sign the document +% Every name listed here will also have to be listed in the final signature +% section +\renewcommand{\contributors}{\textbf{Perry Greenfield, Thomas P. Robitaille, Erik J. Tollerud, Tom Aldcroft, and James E. H. Turner}} + +% Name given to the signatories group, such as ``NumPy developers'' +\renewcommand{\signatories}{\textbf{Astropy developers}} + +% Name given to the fiscal management team for the project, e.g. ``NumPy fiscal +% team'' +\renewcommand{\fiscalteam}{\textbf{Astropy Fiscal Team}} + +% Size of the project's fiscal management team +\renewcommand{\teamsize}{\textbf{5 members}} + +% Mailing address for the leadership body, can be the personal address +% of one of the members + +% Note: to prevent the posting of private mailing address to a public github +% repo, we can read this from a file named address.tex which should NOT be +% committed to git. +\IfFileExists{address.tex}{ +\input{address} } + +% Date at which the agreement becomes enforceable +\renewcommand{\agreementdate}{\textbf{DD day of MM, 20YY}} + diff --git a/finance/fsa_numfocus/fsa-comprehensive.tex b/finance/fsa_numfocus/fsa-comprehensive.tex new file mode 100644 index 00000000..207bdacc --- /dev/null +++ b/finance/fsa_numfocus/fsa-comprehensive.tex @@ -0,0 +1,377 @@ +%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%% +% Template for Fiscal Sponsorship Agreement. + +% This document was derived from the one used by the Software Conservancy. Any +% issues with the current version should be reported to NumFOCUS, as the +% Software Conservancy is not responsible in any way for NumFOCUS' use. +%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%% + +\documentclass[english,letterpaper,12pt]{article} + +%% Packages +\usepackage[T1]{fontenc} +\usepackage[utf8]{inputenc} +\usepackage{babel} +\usepackage{mathpazo} +\usepackage{enumitem} +\usepackage{parskip} +\usepackage{fancyhdr} +\usepackage[verbose, twoside, dvips, + paperwidth=8.5in, paperheight=11in, + left=1in, right=1in, top=1.25in, bottom=.75in, + ]{geometry} + +\usepackage{color} +\definecolor{darkorange}{rgb}{.71,0.21,0.01} + +%% Formatting +\pagestyle{fancy} + +\lhead{} +\rhead{} +\chead{} + +\cfoot{\thepage} +\lfoot{} +\rfoot{Initials: \rule{0.25\textwidth}{0.2mm}} +\renewcommand{\headrulewidth}{0pt} +\renewcommand{\footrulewidth}{0pt} + +%% Command definitions +% Define a \fix{...} command to easily highlight notes for ourselves during +% discussion. +\newcommand{\fix}[1]{ + \textcolor{darkorange} { \textbf{***FIX***} #1 } } + +%% We declare a series of macros with placeholder names here, that will be +%% re-defined by each project in its own definitions file. In principle, this +%% file should never be modified unless a project negotiates specific changes, +%% so any changes to this file will stand out as modifications to the substance +%% of the agreement and not simply filling in data. + +%% Do NOT modify these definitions here!! They are meant only to declare the +%% commands for the first time, they will get their actual values in the +%% definitions file loaded below. + +% Official name of the project, e.g. ``NumPy'' +\newcommand{\project}{\textbf{PROJECT NAME}} + +% All the names of the contributors of the project which will sign the document +% Every name listed here will also have to be listed in the final signature +% section +\newcommand{\contributors}{\textbf{CONTRIBUTOR-NAMES}} + +% Name given to the signatories group, such as ``NumPy developers'' +\newcommand{\signatories}{\textbf{SIGNATORIES}} + +% Name given to the fiscal management team for the project, e.g. ``NumPy fiscal +% team'' +\newcommand{\fiscalteam}{\textbf{FISCAL-TEAM-NAME}} + +% Size of the project's fiscal management team +\newcommand{\teamsize}{\textbf{3 or 5 members [Project MUST decide]}} + +% Mailing address for the leadership body, can be the personal address +% of one of the members +\newcommand{\leadershipaddress}{\textbf{MAILING ADDRESS}} + +% Date at which the agreement becomes enforceable +\newcommand{\agreementdate}{\textbf{DD day of MM, 20YY}} + +% Signatures for contributors +\newcommand{\contributorsig}[1]{ +By: \hspace{0.95em}\rule{0.50\textwidth}{0.2mm} \hfill{}Date: \rule{0.25\textwidth}{0.2mm} + +\hspace{2.5em} #1 + +\vspace{2ex} +} + +%% Load the actual values of the macro definitions for each project +\input{definitions} + + +%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%%% +\begin{document} + +\begin{center} +\textsc{\Huge Fiscal Sponsorship Agreement}{\Huge {} } +\par\end{center} + +\bigskip{} + +This Agreement is made by and between the NumFOCUS Foundation (``NumFOCUS'') +and \contributors{} (the ``\signatories{}'') on behalf of the project known as +\project{} (the ``Project'') (each, a ``Party''; together, ``the Parties''). +NumFOCUS is a Texas nonprofit public benefit corporation located in Austin, +Texas, which has received recognition of exemption from federal income tax under +Section 501(c)(3) of the Internal Revenue Code (IRC) and classification as a +public charity under IRC Sections 509(a)(1) and 170(b)(1)(A)(vi). + +\textsc{Whereas:} + +\begin{enumerate}[label=\Alph*.,ref=\S \Alph*] + +\item NumFOCUS’ organizational purpose and charitable goal is to promote the + use of accessible and reproducible computing in science and technology + through educational programs, support of reproducible scientific research, + and promotion of open-source software development, collaborative research + tools and documentation. + +\item The purpose of the Project is to produce, distribute, document, and + improve software and/or documentation that can be freely copied, modified and + redistributed, and for which modified versions can also be redistributed + (``Open Source Software''), and to facilitate and organize its production, + improvement and ease of use. + +\item NumFOCUS desires to act as the fiscal sponsor of the Project beginning on + the Effective Date (as defined below) to assist the Project in accomplishing + its purpose, which NumFOCUS has determined will further NumFOCUS' charitable + goals. The \signatories{} desire to manage the Project under the sponsorship + of NumFOCUS. + +\item NumFOCUS' Board of Directors has approved the establishment of a fund to + receive donations of cash and other property earmarked for support of the + Project and to make disbursements in furtherance of the Project's mission + (the ``Project Fund''). Currently, the principal office of the Project is + located at: \leadershipaddress{}. + +\end{enumerate} + +\medskip{} + +\textsc{Now, therefore, the Parties hereby agree as follows:} + +\begin{enumerate}[label=\arabic*.,ref=\S~\arabic*] +\item \textbf{Term of Agreement}. As of the Effective Date, the Project +joins NumFOCUS, which relationship will continue unless and until +terminated as set forth in \ref{Termination}. +\item \textbf{Project Management and Activities}. + + +\begin{enumerate}[label=\alph*.,ref=\theenumi(\alph*)] + +\item \textbf{The \fiscalteam{} Will Manage the Fiscal Interactions of the + Project with NumFOCUS}. \label{ProjectManagement} Authority to manage the + fiscal decisions made by the Project in regards to all funds held by NumFOCUS + is delegated to the \fiscalteam{} as defined in \ref{Representation}. + NumFOCUS will only intervene in the program activities to the extent the + Project is not in compliance with \ref{OpenSourceSoftware} or + \ref{CharitablePurpose} of this Agreement. + +\item \textbf{The Project Will Be Open Source + Software}. \label{OpenSourceSoftware} NumFOCUS and the \fiscalteam{} + agree that any and all software and/or documentation distributed by the + Project will be distributed solely as Open Source Software. NumFOCUS retains + the sole right to determine whether Project's software and/or documentation + constitutes Open Source Software (as defined herein). + +\item \textbf{Project Not An Agent Of NumFOCUS}. The \signatories{} hereby + acknowledge that the Project and the \fiscalteam{} do not and shall not + act as an agent for NumFOCUS unless specifically authorized in writing by + NumFOCUS to do so. + +\end{enumerate} + +\item \textbf{Fees}. In order to defray NumFOCUS' costs of administering the + project's funds, NumFOCUS shall deduct an administrative charge equal to a + percentage of any donation designated for purposes of the Project, plus any + actual processing fees incurred by NumFOCUS for the processing of financial + transactions (such as credit card processing fees, bank wires, foreing + currency exchange costs, online payment system fees, etc.) These fees are + typically, but not necessarily, on the order of 3\%. The base percentage will + be calculated based on the total amount donated to the project during any + given year. The schedule of such administrative charges is as follows: + +\begin{enumerate} + +\item Total less than \$150,000: 7\% + actual fees. + +\item Total between \$150,000 and \$500,000: 6\% + actual fees. + +\item Total between \$500,000 and \$1,000,000: 5\% + actual fees. + +\item Total exceeding \$1,000,000: 4\% + actual fees. + +\end{enumerate} + + +Notwithstanding the above, the \signatories{} agree that should NumFOCUS +be required to pay any taxes (including but not limited to sales taxes +and unrelated business taxable income) as the result of any activity +of the Project and/or activities undertaken by NumFOCUS on the +Project's behalf, such taxes shall be deducted from the Project Fund. + +NumFOCUS will monitor any unrelated business taxable income and +may require the Project to cease activities generating such income +if the overall amounts exceed amounts permissible or prudent for NumFOCUS, +given NumFOCUS' tax exempt status. + +\item \textbf{Project Fund/Variance Power}. Beginning on the Effective Date, + NumFOCUS shall place all gifts, grants, contributions and other revenues + received by NumFOCUS and identified with the Project into a Project Fund to + be used for the sole benefit of the Project's mission as that mission may be + defined by the \fiscalteam{} from time to time with the approval of + NumFOCUS. The \fiscalteam{} will provide to NumFOCUS requests for + disbursement of funds in accordance with the project mission. NumFOCUS + retains the right to withhold disbursement to the project in the event that + project activities violate the NumFOCUS charter. Additionally, NumFOCUS + retains the right to decline incoming funds on behalf of the project in any + case where such action would also be in violation of NumFOCUS' charter. + + +\item \textbf{Project Fund Management / Performance of Charitable + Purposes}. \label{CharitablePurpose} All of the assets received by NumFOCUS + under the terms of this Agreement shall be devoted to the purposes of the + Project, within the tax-exempt purposes of NumFOCUS. The \signatories{} agree + not to use its funds or operate in any way which would jeopardize the + tax-exempt status of NumFOCUS. No item of revenue shall be earmarked for use + in any attempt to influence legislation within the meaning of IRC Section + 501(c)(3) and no agreement, oral or written, to that effect shall be made + between NumFOCUS and any revenue source. NumFOCUS shall not use any portion + of the assets to participate or intervene in any political campaign on behalf + or in opposition to any candidate for public office, to induce or encourage + violations of law or public policy, to cause any private inurement or + improper private benefit to occur, nor to take any other action inconsistent + with IRC Section 501(c)(3). + +\item \textbf{Representation of the Project in + NumFOCUS}. \label{Representation}The \signatories{}, each a signatory hereto, + hereby establish and comprise the initial members of the \fiscalteam{} to + represent the Project in its official communication with NumFOCUS. The + \signatories{} hereby acknowledge that the \fiscalteam{} will be subject + to all terms of this Agreement. On the Effective Date, the \signatories{} + hereby transfer all rights, obligations and privileges of this Agreement over + to the \fiscalteam{}. + + The \fiscalteam{} shall contain \teamsize{}, and shall designate a single + ``Representative'' who will act as the point of contact with NumFOCUS for + regular communications. NumFOCUS reserves the right to request additional + information from other members of the \fiscalteam{} beyond the + Representative. + + The \fiscalteam{} has discretion on how to nominate and change its + members, provided it notify NumFOCUS in writing of any changes made and a new + copy of this agreement is signed by the new members at the time of change. + +\item \textbf{Conflict of Interest of \fiscalteam{} members}. The \fiscalteam{} + shall not consist of a majority of members who are employees of any one + for-profit entity or have a significant financial interest in the same. + Significant financial interest is defined as receiving income of at least + \$5,000 annually, owning Stocks, Bonds, Stock Options or similar instruments + with a market value of at least \$5,000, or representing at least 5\% of the + total value of the for-profit entity. + + If two (2) or more members have a signifcant financial interest with the same + for-profit entity or share an affiliation with a non-profit entity (such as + working for the same University), such information must be declared in + writing to NumFOCUS. If the NumFOCUS Board of Directors determines by a + majority vote that a conflict of interest does exist, they may require the + team to change the composition of its \fiscalteam{} within 30 days. + + If NumFOCUS identifies a conflict of interest that is not covered by the + language above, NumFOCUS reserves the right to require the team to change the + composition of its \fiscalteam{} within 30 days. + +\item \textbf{Outstanding Liabilities}. The \signatories{} represent that any + liabilities that may be outstanding in connection with the Project have been + disclosed to NumFOCUS. + +\item \textbf{Termination}. \label{Termination} The \fiscalteam{} or + NumFOCUS may terminate this Agreement at any time subject to the following + understandings: + +\begin{enumerate}[label=\alph*.,ref=\theenumi(\arabic*)] + +\item \textbf{Notice and Successor Search}. Either NumFOCUS or the + \fiscalteam{} may terminate this Agreement on sixty (60) days' written + notice to the other Party, so long as a Successor can be found that meets the + following requirements (the ``Successor has Qualified''): + + +\begin{enumerate}[label=\roman*.,ref=\theenumi(\alph{enumii})(\roman*)] + +\item the Successor is another nonprofit corporation which is tax-exempt under + IRC Section 501(c)(3), + +\item the Successor is not classified as a private foundation under Section + 509(a), + +\item the Successor is willing and able to sponsor the Project, and, + +\item the Successor has (a) communicated its willingness to sponsor the Project + in writing to NumFOCUS and (b) sent a copy of its 501(c)(3) determination + letter to NumFOCUS, and, + +\item the Successor is approved in writing by both Parties by the end of the + 60-day period, such approval not to be unreasonably withheld. + +\end{enumerate} + +\item \textbf{Additional Search Periods}. If the Parties cannot agree on a + Successor to sponsor the Project, the \fiscalteam{} shall have an + additional 60 days to find a Successor willing and able to sponsor the + Project. Any subsequent search periods of any length shall only be granted at + NumFOCUS' written permission. + +\item \textbf{Transfer to a Successor}. If a Successor has Qualified, the + balance of assets in the Project Fund, together with any other assets held or + liabilities incurred by NumFOCUS in connection with the Project, shall be + transferred to the Successor within thirty (30) days of the approval of the + Successor in writing by both Parties or any extension thereof, subject to the + approval of any third parties that may be required. + +\item \textbf{Termination Without a Successor}. If no Successor is found, + NumFOCUS may dispose of Project assets and liabilities in any manner + consistent with applicable tax and charitable trust laws. + +\item \textbf{\signatories{}' Right to Terminate.} The \signatories{} hereby + acknowledge that they will relinquish any rights to terminate separate from + the \fiscalteam{} as of the Effective Date. + +\end{enumerate} + +\item \textbf{Miscellaneous}. Each provision of this Agreement shall be + separately enforceable, and the invalidity of one provision shall not affect + the validity or enforceability of any other provision. This Agreement shall + be interpreted and construed in accordance with the laws of the State of + Texas. This Agreement constitutes the only agreement, and supersedes all + prior agreements and understandings, both written and oral, among the Parties + with respect to the subject matter hereof. + +\item \textbf{Amendments. }This Agreement may not be amended or modified, + except in writing and signed by both NumFOCUS and the entirety of + \fiscalteam{}. + +\item \textbf{Counterparts / Facsimile}. This Agreement may be executed in two + or more counterparts, each of which shall constitute an original, but all of + which, when together, shall constitute but one and the same instrument, and + shall become effective when one or more counterparts have been signed by each + Party hereto and delivered to the other Party. In lieu of the original, a + facsimile transmission or copy of the original shall be as effective and + enforceable as the original. + +\end{enumerate} + +\vfill{} + + +\textsc{In witness whereof}, the Parties have executed this Fiscal +Sponsorship Agreement effective on the \agreementdate{} (the +``Effective Date''). + +\vspace{3em} + + +By: \hspace{0.95em}\rule{0.50\textwidth}{0.2mm} \hfill{}Date: \rule{0.25\textwidth}{0.2mm} + +\hspace{2.5em} \textsc{The NumFOCUS Foundation.} + +\hspace{2.5em} Travis E. Oliphant, Chairman. \\[6ex] + +\vspace{2ex} + +%% Pull in the actual signatures from the project contributors +\input{signatures} + +\end{document} diff --git a/finance/fsa_numfocus/signatures.tex b/finance/fsa_numfocus/signatures.tex new file mode 100644 index 00000000..3d477794 --- /dev/null +++ b/finance/fsa_numfocus/signatures.tex @@ -0,0 +1,8 @@ +%% Add signatures of actual contributors here: simply call the \contributorsig +%% macro with the name of each contributor that will sign the document + +\contributorsig{Perry Greenfield} +\contributorsig{Thomas P. Robitaille} +\contributorsig{Erik J. Tollerud} +\contributorsig{Tom Aldcroft} +\contributorsig{James E. H. Turner}