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Draft a contract between Dev Edmonton Society and a supported meetup #23

Open MarkBennett opened 6 years ago

MarkBennett commented 6 years ago

In reaching out to Edmonton.py it's become clear that as we'll be managing money on behalf of meetups and sharing common property amongst them, we need some kind of contract that lays out the terms of this relationship and how we manage it going forward:

Specifically we need to agree on and describe:

  1. Define parties involved (Dev Edmonton Society and specific people on behalf of a meetup, as the meetup isn't a legal entity)
  2. Services provided by Dev Edmonton Society
  3. Responsibilities of Dev Edmonton Society
  4. Responsibilities of the people associated with the meetup
  5. Process for receiving funds on behalf of a meetup
  6. Process for dispersing funds on behalf of a meetup
  7. Process for checking the status of funds
  8. Grounds for terminating relationship
  9. Process for distributing managed funds when relationship terminated
  10. Process and responsibilities for shared equipment (are meetups responsible for replacing broken equipment?)
  11. Dev Edmonton Society Code of Conduct and how it applies to supported meetups
  12. Term of the relationship (does it go on forever or need to be renewed on a regular basis)
  13. Arbitration and grievance process

This list is not exhaustive and we'll probably need a lawyer to look at it and maybe draft something if we want to make it binding. In the main time, we should have answers to the questions above.

This ties in with defining a process for managing funds that @benzittlau has been working on #6.

benzittlau commented 6 years ago

This feels pretty heavy for where we are now, is this being driven by Edmonton.py, or by legal requirements? If it’s being driven by Edmonton.py, do they have an example of the contracts they had existing for the people who are currently holding their funds?

On Tue, Sep 11, 2018 at 11:00 AM Mark Bennett notifications@github.com wrote:

In reaching out to Edmonton.py it's become clear that as we'll be managing money on behalf of meetups and sharing common property amongst them, we need some kind of contract that lays out the terms of this relationship and how we manage it going forward:

Specifically we need to agree on and describe:

  1. Define parties involved (Dev Edmonton Society and specific people on behalf of a meetup, as the meetup isn't a legal entity)
  2. Services provided by Dev Edmonton Society
  3. Responsibilities of Dev Edmonton Society
  4. Responsibilities of the people associated with the meetup
  5. Process for receiving funds on behalf of a meetup
  6. Process for dispersing funds on behalf of a meetup
  7. Process for checking the status of funds
  8. Grounds for terminating relationship
  9. Process for distributing managed funds when relationship terminated
  10. Process and responsibilities for shared equipment (are meetups responsible for replacing broken equipment?)
  11. Dev Edmonton Society Code of Conduct and how it applies to supported meetups
  12. Term of the relationship (does it go on forever or need to be renewed on a regular basis)

This list is not exhaustive and we'll probably need a lawyer to look at it and maybe draft something if we want to make it binding. In the main time, we should have answers to the questions above.

This ties in with defining a process for managing funds that @benzittlau https://github.com/benzittlau has been working on #6 https://github.com/devedmonton/devedmonton-org/issues/6.

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abramhindle commented 6 years ago

We're going to have to be ready for a meetup closing and leaving devedmonton. For other meetups to trust us with money who we didn't spawn we'll need this information for them to understand how to work with us. By having such an agreement we can ensure that even if DevEdmonton fails or is taken over that what is owed to each meetup is a clearly defined obligation.

abramhindle commented 6 years ago

Edmonton.py has no contracts and all funds were done via a representative of the sponsoring company. Very casual.

benzittlau commented 6 years ago

Been thinking about this a bit, and feel like we can try and bring some IID into this.

I think we can separate the funds from the equipment side in terms of legal docs. That will allow us to focus on what we view as the highest priority first (probably funds?), and separate those two aspects for meetups or groups that only need to leverage one option. I think there's probably some fairly boilerplate stuff we can find around equipment loan/rental that will give us a good starting point on that side.

Re: the money I'd be interested in trying to figure out what the most critical parts are and focusing on those first. Some things that came to mind.

MarkBennett commented 6 years ago

This feels pretty heavy for where we are now, is this being driven by Edmonton.py, or by legal requirements?

@benzittlau Good question... this certainly came up as a result of talking with Edmonton.py but I think it has merit regardless of whether we move forward with them or not. We'll definitely need something like this in place to scale beyond Exchange.js and Edmonton.py, but given that there's money involved we really should consider having some kind of contract in place before we start.

Given that Aisha and Abram are on the Edmonton.py exec and could act on their behalf, and that I'm on the Exchange.js board we might be able to get by with us just being board members for now, but if we can start with a contract in place that would be better.

It sounds like one of the Edmonton.py execs has a family member who could loan some legal services, and I could ask Matt his thoughts on the risks of moving forward with funding without a contract.

In terms of the contract itself, we should make decisions about they issues above and communicate them to Exchange.js and Edmonton.py regardless of whether we do a contract to start.

MarkBennett commented 6 years ago

Been thinking about this a bit, and feel like we can try and bring some IID into this.

Creating something we could itererate on makes sense to me. I was thinking if we draft anything we could start with a simple contract, with a short fixed term (6-months or a year)

MarkBennett commented 6 years ago

Some more questions...

  1. What we can do with funds while we're holding them for a meetup? Can we invest them? Who gets the interest?
  2. How quickly do we need to be able to produce the funds if we're asked?
MarkBennett commented 6 years ago

Some comments on @benzittlau thoughts follow. I've reordered a bit to make things clearer.

  • Liability/indemnity. This might actually be tricky as we don't have a legal entity that's the meetup to pass liability too.

Given that these groups have no legal standing on their own, it's essential that we have an agreement with one or two individuals who agree to act on behalf of the group. That would mean they are able to make decisions about funds allocated to the group by sponsors, but are also liable for any costs or liabilities the group incurs. We'd also make it clearer that Dev Edmonton assumes no liability for their actions.

For example, if someone sues a meetup Dev Edmonton Society wouldn't hold any liability for the group and these individuals would.

Given we may be enforcing a Code of Conduct or Ethics clause with respect to our relationship with these groups, we should also want to make it clearer that we could terminate our relationship for a violation at our discretion, but there would be no liability on Dev Edmonton's part should we fail to police this policy. The idea here being that we couldn't get sued for not enforcing a Code of Conduct at a meetup event. The other option I see is that we enforce a Code of Conduct only at Dev Edmonton events and venues, and have no conduct or ethics clauses for the groups we support. Personally, I don't like that as I'd want to be able to severe ties with a group that was found to have unethical or uncivil things happening that would reflect badly on Dev Edmonton and undermine our goals of building a more diverse and welcoming community.

  • A primary contact/decision maker for the meetup (along with necessary contact information). I think it'll turn into a mess if we don't have clarity on a single point of contact who makes calls for the meetups allocations of funds.

Having a primary contact is a great idea, with the caveat that a group could require the primary contact and another person to sign off on expenses. If both individuals weren't willing to sign off the funds, we'd be available make an effort to mediate but wouldn't distribute it until the agreed on people had signed off.

* A termination clause.  Who can terminate, how much notice, and importantly what happens with the $$$.  Does it go back to the sponsor?  Go to the meetup (as in some primary contact for the meetup).  This would probably handle a number of the cases for now.  We could build in specifics like violations of the code of conduct, or leave it more open to "at will".

This is a hard one, but definitely something to agree in advance. We may want to talk to some meetups to get their take, but some possible options include:

1) we might agree to hand the money off to the people who signed up to represent the group with Dev Edmonton. Given they were already going to decide how to allocate the money eventually, this makes sense to me as otherwise they could just agree to spend and dissolve the group once it's gone. 2) we could return the groups money to the sponsors. This seems like a reasonable option, until you consider that companies may have changed personal or no longer exist. As well, determining how the money is split between sponsors isn't clear and could result in conflict. I'm also a bit uncomfortable with holding money for a sponsor knowing they might expect it to be returned at a later date. 3) we could provide an option for groups to donate their funds back to Dev Edmonton's general funds with the idea that they'd support other meetups and the developer community as a whole. Personally, this is my favourite choice as it also eliminates the possibility of meetup organizers trying to get rich off of the funds they've raised.

Options 1) or 3) are my picks here.

SteveReiter commented 6 years ago

Or option 4) Donate any funds left over after a meetup dissolves or an event is over (like in the case of a conference) to an organization like Canada Learning Code.

After the last polyglot in Calgary they paid all their expenses, held a bit of money in case it's needed for tax reasons or something and donated the remainder to CLC. We could do something like that but hopefully we can avoid the issue of settling the meetups debts somehow?

abramhindle commented 6 years ago

Maybe give a conditional option between 1), 3), and 4) but in 4) state that if the organization no longer exists, option 3 will be invoked.

dgmouris commented 6 years ago

Dan, here a member of the organizing meetup for edmonton python.

Has there been any thoughts on creating a separate bank account for each meetup?

Even a simple error in accounting (or any type of blunder) could create problems if the funds are all in the same bank account.

dgmouris commented 6 years ago

As for distribution of funds, on ending a meetup should be responsibility of the meetup or of the dev society....

abramhindle commented 6 years ago

@dgmouris Unfortunately the banking fees are a pretty big line items, so I think the plan is to keep it all in 1 to avoid fees. Otherwise overhead can be quite costly. It's very expensive compared to personal banking.

MarkBennett commented 6 years ago

Dan, here a member of the organizing meetup for edmonton python.

Thanks for getting involved on here @dgmouris! Feedback and thoughts are appreciated. :)

dgmouris commented 6 years ago

Thanks @MarkBennett are you with ATB for the bank account? I remember you mentioning this when we were at the meeting, please let me know when you can.

@abramhindle Thanks for the response:) I think there is some validity in creating a bank account and could be a part of the meetup.

I've just called ATB in curiosity of the price. Unless I'm being lied to by the person on the phone at ATB (and making an assumption that we can classify as a non profit) I've been told that we can open multiple accounts with no monthly charge (except 1.50$ for etransfer)....

I might have given them not enough information from above but I think that if it's free (and the dev society) is with ATB this could be part of the process of "On Boarding a new Meetup"

Let me know what you guys think.

abramhindle commented 6 years ago

Well that's a good point @dgmouris , thanks for looking it up. Perhaps we can do it when asked, and ensure the requesting meetup covers any incurred fees---if there are any or not.

MarkBennett commented 6 years ago

I've just called ATB in curiosity of the price. Unless I'm being lied to by the person on the phone at ATB (and making an assumption that we can classify as a non profit) I've been told that we can open multiple accounts with no monthly charge (except 1.50$ for etransfer)....

@dgmouris We are at ATB. I've got to email our banker about something else as we're hoping to get the final paperwork done this Thursday (Sept 27th). While we're doing that I'll ask about setting up multiple bank accounts. It would certainly make tracking everyone's funds simpler if we just help them in individual accounts.

dgmouris commented 6 years ago

Thanks @MarkBennett I think that would make things easier and would save everyones future self from headaches of co-mingling funds.

If (most likely when) we continue down the path of getting the Edmonton python meetup onboarded we could create documentation on creating the bank account with the dev society for a meetup. Again that is if this path doesn't cost a meetup too much (which mentioned shouldn't be an issue).

benzittlau commented 5 years ago

My thoughts on moving this forward: a) Split out the membership agreement as something simpler just focused on being a member (not financial or equipment) and get something simple in place b) Focus on the agreement/contract for the person providing the funds. ( We don't govern or control the funds, fully controlled by the individual, if relationship is terminated the funds will go to the individual)

MarkBennett commented 5 years ago

My thoughts on moving this forward: a) Split out the membership agreement as something simpler just focused on being a member (not financial or equipment) and get something simple in place

Totally agree @benzittlau. I could see many of our members (like Alan from yegrb) wanting to be members of Dev Edmonton without using the bank accounts. No reason to attach one to the other.

Let's keep the details of the membership agreement in issue #5.

b) Focus on the agreement/contract for the person providing the funds. ( We don't govern or control the funds, fully controlled by the individual, if relationship is terminated the funds will go to the individual)

I met with @dgmouris today and got some good feedback on how this kind of agreement might look. Generally, the idea was that we'd have an agreement between Dev Edmonton Society and a group of members whom would sign an agreement governing how funds would be released from the pool of money that Dev Edmonton would hold on their behalf for their meetup.

In the agreement the members would decide what conditions must be met for Dev Edmonton to release funds, then capture these in a simple form that would be submitted (probably as a PDF or PNG) with a request to release funds.

In the case of Edmonton.py it was suggested that to release funds we'd require signatures from two organizing members that had signed the agreement, along with a copy of the receipt, and optional an amount of the money on the receipt to release (if the whole amount on the receipt wasn't being released). It would also indicate who to e-transfer the money to. All of this would be agreed on in the agreement, and captured in the form that would be submitted when requesting we release funds. Signatures on the form would be compared against those on the agreement.

This agreement would also cover situations that might arise throughout the life of us holding funds in trust including:

1) handing dissolving the account 2) handling inactive accounts 3) handling cases where there's a request to release more funds than are available (no credit available!) 4) if transactions are public record or kept private

From the Dev Edmonton Society perspective we'd want to make clear that we need have a record of what funds are released, and proof that we followed the process in our agreement. As discussed at the AGA we may also need to make sure that we have what we need to prove that these transactions are related to our mission of supporting the Edmonton Developer Community. Suggestions of what we need to do to do this are welcome! ;)

This arrangement seems quite typical, but we should plan on revisiting the agreement after 6-12 months to see how things are working for both sides.

dgmouris commented 5 years ago

Hi folks!

My apologies for not responding sooner on this as I wanted to have something concrete. As well my apologies for not showing up to the AGA as I was not feeling well. My thoughts regarding the agreement is below.

@MarkBennett has mentioned the agreement would cover the following:

This agreement would also cover situations that might arise throughout the life of us holding funds in trust including:

  1. handing dissolving the account
  2. handling inactive accounts
  3. handling cases where there's a request to release more funds than are available (no credit available!)
  4. if transactions are public record or kept private

There are couple of other provisions that I'd like to bring up for added for completion.

  1. Deposits, Dev Edmonton has the right to make sure that the deposits are legit. Also Dev Edmonton has the right to hold the funds until cheques clear.
  2. The "Cheque Requisition" which we'll build will be unique to each club, and will be the document required for each transaction to take out funds.
  3. Dev Edmonton will have to give 30 days upon the people on the account to close the account.
  4. Dissolving the account is 2 years no activity (and Dev Edmonton can't contact people) the account is immediately.
  5. Any changes on the agreement will be agreed upon and signed by both parties.

Before anything is signed EdmontonPy needs a constitution, and this needs to be a provision for clubs to sign with Dev Edmonton (so that it's not random people and the people of the meetup that say they want to join) so that we can ensure these are the executives/organizers/lead persons. I'm going to share what I'm going to draft up with EdmontonPy, but I need a little time to get that done. On that note, I will share the constitution that EdmontonPy once our organizing committee has agreed on it.

I'll share what I have for the account agreement soon with @MarkBennett first, and then with everyone just to make sure that everything is on the right path. I hope that everyone is okay with this.

Please let me know if you have any thoughts or concerns on the above :)