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

This resolution was adopted by the Board of Directors of SPI at their meeting of June 10, 2019.

WHEREAS

  1. Jenkins is currently an SPI associated project.

  2. Jenkins is a founding member of the Continuous Delivery Foundation, which furthers free software related to continuous integration and delivery, under the aegis of the Linux Foundation.

  3. Jenkins no longer requires or intends to use the services which SPI provides to associated projects, such as receiving donations, except with respect to the management of assets currently held by SPI for Jenkins.

  4. Jenkins wishes to transfer its assets held by SPI to the Continuous Delivery Foundation, to the extent not spent before the transfer is completed.

  5. Although neither the Linux Foundation nor the Continuous Delivery Foundation is itself a 501(c)(3) public charity, legal counsel for all organizations involved are working together to explore which procedures for asset transfer are compliant with SPI's legal obligations as a 501(c)(3) public charity.

THE SPI BOARD RESOLVES THAT

  1. Jenkins is removed from the list of SPI associated projects.

  2. SPI will endeavor in good faith to transfer all assets currently held by SPI for Jenkins to the Linux Foundation, to the Continuous Delivery Foundation, or to an organization affiliated with the Linux Foundation or the Continuous Delivery Foundation, under the conditions laid out in paragraphs 3 to 5, within a reasonable time from the date of approval of this resolution.

  3. Any SPI directors, officers, contractors, employees, volunteers or other agents who approve the transfer described in section 2 on behalf of SPI (hereinafter "SPI transferors") shall only proceed with the transfer if they believe it will further SPI's exempt charitable purposes as approved by the IRS and will comply with SPI's legal obligations regarding transfering assets held by SPI to other organizations.

  4. SPI transferors shall consider advice of SPI's legal counsel in reaching the conclusions required in paragraph 3.

  5. The organization receiving the transfer shall provide any commitments SPI transferors may feel necessary to assure SPI that the assets received will remain dedicated to use of the Jenkins project, and/or to promote free and open source software rather than proprietary software.

  6. Until the transfer described in section 2 has completed, SPI will continue to accept expenditure or other asset management requests from Jenkins with respect to those assets SPI continues to hold for Jenkins, as if Jenkins were still an SPI associated project.

  7. It is SPI's good-faith intention to complete the transfer described in section 2. However, if this transfer cannot be completed within a reasonable time, in the sole discretion of SPI transferors or the SPI board, SPI may (but is not required to) abandon plans to complete the transfer.

  8. In the scenario where the transfer plans are abandoned, if Jenkins does not wish to rejoin SPI as an associated project and does not spend down the assets in a timely fashion as permitted by paragraph 6, SPI will explore what asset disposition options remain available and consistent with its legal obligations and its charitable mission.

  9. SPI will no longer actively seek donations on behalf of Jenkins.

  10. This is subject to any undischarged obligations SPI may have with respect to Jenkins. We are not aware of any such undischarged obligations. We ask anyone who is aware of any to notify us within 30 days of this resolution.