Memorandum of Understanding

   We, the Board of Directors of the Association of Lisp Users
   ("ALU"), have established a working relationship with
   International Lisp Conference Limited ("ILC Ltd"), for the
   expressed and sole purpose of delegating some of our
   organizational and financial activity to a British agent, in
   order to simplify the planning and local arrangements of the
   International Lisp Conference 2007, in Cambridge UK during
   April 2007. We, the principal party, entrust such activities
   to ILC Ltd as a fiduciary agent working on our behalf.
 
   We delegate no further direct authority to said company ILC
   Ltd, nor do we in any way relinquish the Trademark name of
   our signature conference series, namely the "International
   Lisp Conference" as hosted by us from time to time.  It is
   expected that ILC Ltd shall restrict its activities to the
   objectives stated in its Memorandum of Association and copied
   out below, and that it shall conduct its activities in
   accordance with applicable British law, under the general
   supervision of the ALU Board of Directors and in cooperation
   with its delegated Conference Officers. These officers shall
   be: Conference Overseer, Conference Treasurer, and the
   conference's General, Program and Local Arrangements Chairs.
 
   We require a full auditing by the ALU Treasurer of all monies
   accrued or expended by ILC Ltd, whether collected as
   Conference registration fees or as ALU membership dues or for
   any other purpose, including the approximately $15,000
   already conveyed to ILC Ltd to facilitate preliminary
   activity. Similarly the ALU will present to ILC Ltd full
   accounts of all monies which the ALU accrues with respect to
   the conference, whether collected as Conference registration
   fees or as ALU membership dues.
 
   No accumulation of revenue in pursuit of this Conference or
   its activities shall remain with the said company after the
   Conference has ended; all such funds shall be remitted back
   to the principal party, namely, ALU, Inc. Alternatively if
   there is a deficit of revenue then the ALU will make good all
   obligations made by ILC Ltd provided that such obligations
   either are in ILC Ltd's budget as notified to the ALU, or
   have otherwise been brought to the ALU's attention and
   approved.
 
   As the ALU is a not-for-profit organization which has run all
   its past conferences on a volunteer basis, no portion of the
   revenue through ILC Ltd shall be used as personal expenses
   (other than approved out-of-pocket expenses in furtherance of
   the conference), or salaries, or remuneration for labour on
   behalf of the  Conference for any member, Director or
   volunteer either of the ALU or of ILC Ltd.  An exception to
   this paragraph is granted for the  purpose of paying the
   usual and customary expenses for Invited  Speakers.
 
 
   Footnotes:
 
      The objectives of ILC Ltd, as stated in its Memorandum of
      Association, are:
 
   1. To host international conferences relating to uses of the
      Lisp family of computer programming languages.
 
   2. To use the occasion of, and any profits resulting from,
      such conferences to provide: information about Lisp to
      current and prospective users and to the software
      community at large; and administrative support for
      Lisp-related projects and local user groups.
 
   The Memorandum also states that:
 
      ... no director shall be appointed to any salaried office
      of the Company or any office of the Company paid by fees,
      and that no remuneration or other benefit in money or
      money's worth shall be given by the Company to any
      director except repayment of out-of-pocket expenses...
 
   The company's Articles, under the heading "Dissolution",
   state:
 
      If upon the winding up or dissolution of the Company there
      remains, after the satisfaction of all its debts and
      liabilities, any property whatsoever, the same shall not
      be paid or distributed among the Members of the Company,
      but shall be transferred either to some other institution
      (whether or not a member of the Company and whether or not
      in the United Kingdom) having objects similar to the
      objects of the Company, or to some institution (whether or
      not a member of the Company) the objects of which are the
      promotion of charity or anything incidental or conducive
      thereto, such institution or institutions to be determined
      by the Members of the Company at or before the time of
      dissolution.