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Conflicts/conflict-of-interest-policy.lyx
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@ -1,969 +0,0 @@
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\begin_body
\begin_layout Title
Software Freedom Conservancy Conflict of Interest Policy
\end_layout
\begin_layout Section
Purpose
\end_layout
\begin_layout Standard
The purpose of this conflict of interest policy (
\begin_inset Quotes eld
\end_inset
Policy
\begin_inset Quotes erd
\end_inset
) is to protect the Software Freedom Conservancy (
\begin_inset Quotes eld
\end_inset
Conservancy
\begin_inset Quotes erd
\end_inset
) and its Member Projects when Conservancy contemplates entering into a
transaction or arrangement that might benefit the private interest of a
Director, Officer or Staff Member of Conservancy or a member of a Project
Leadership Committee (
\begin_inset Quotes eld
\end_inset
PLC
\begin_inset Quotes erd
\end_inset
), or might otherwise result in a possible excess benefit transaction.
This Policy is intended to supplement but not replace any applicable state
and federal laws governing conflict of interest applicable to nonprofit
and charitable organizations.
\end_layout
\begin_layout Section
Conservancy Directors, Officers and Staff
\end_layout
\begin_layout Standard
Directors, Officers and Staff Members of Conservancy (
\begin_inset Quotes eld
\end_inset
Conservancy Persons
\begin_inset Quotes erd
\end_inset
) each have a duty to protect Conservancy and its Member Projects from violating
state and federal laws - and to avoid any appearance of impropriety.
Conservancy Persons serve the public interest and are to have a clear understan
ding of Conservancy's charitable mission.
All decisions made by Conservancy Persons are to be made solely on the
basis of a desire to promote the best interests of Conservancy and the
public good.
\end_layout
\begin_layout Subsection
Defining a Conflict of Interest for a Conservancy Person
\end_layout
\begin_layout Standard
In general, Conservancy Persons should avoid making decisions on matters
where their personal interests are at odds with the Conservancy's interests.
In particular, the following scenarios are to be identified as conflicts
of interest:
\end_layout
\begin_layout Itemize
A Conservancy Person (or his or her family member) is a party to a contract,
or involved in a transaction with Conservancy for goods or services.
\end_layout
\begin_layout Itemize
A Conservancy Person (or his or her family member) is a director, officer,
agent, partner, associate, employee, trustee, personal representative,
receiver, guardian, custodian, legal representative or in some other way
has a fiduciary duty to an entity involved in a transaction with Conservancy.
\end_layout
\begin_layout Itemize
A Conservancy Person (or his or her family member) is engaged in some capacity
or has a material financial interest in a business or enterprise that competes
with Conservancy or a Conservancy Project.
\end_layout
\begin_layout Itemize
A Conservancy Person (or his or her family member) has a material financial
interest in, or fiduciary duty to an entity Conservancy has engaged in
a free software license compliance effort, enforcement effort, or related
litigation on behalf of a Conservancy project.
\end_layout
\begin_layout Itemize
A Conservancy Person (or his or her family member) has a material financial
interest in or fiduciary duty to the competitor of an entity Conservancy
has engaged in a free software license compliance effort, enforcement effort,
or related litigation on behalf of a Conservancy project.
\end_layout
\begin_layout Standard
Conservancy acknowledges that other situations may create the appearance
of a conflict, or present a duality of interests.
All such circumstances should be disclosed to the Board, as appropriate,
and the Board shall make a decision as to what (if any) course of action
Conservancy or relevant Conservancy Persons should take so that Conservancy's
best interests are not compromised by personal interests.
\end_layout
\begin_layout Subsection
General Policies for Conservancy Persons
\end_layout
\begin_layout Itemize
\series bold
No Personal Profit or Gain.
\series default
No Conservancy Person (or family member) shall derive any personal profit
or gain, directly or indirectly, by reason of his or her participation
with Conservancy.
Personal profit or gain does not include compensation approved by the Board
for paid employees.
\end_layout
\begin_layout Itemize
\series bold
Disclosure and Abstention when Conflicted.
\series default
Each Conservancy Person shall disclose to Conservancy's Board any conflict
of interest which he or she may have in any matter pending before Conservancy
and shall refrain from participation in any decision on such matter.
\end_layout
\begin_layout Itemize
\series bold
Conservancy Conflict Disclosure Form.
\series default
Every six months, each Conservancy Person shall complete a Conservancy
Conflict Disclosure form [attached as Exhibit A] and submit it to the Board
and to Conservancy's General Counsel.
\end_layout
\begin_layout Subsection
Conflict Resolution Procedures for Conservancy Persons
\end_layout
\begin_layout Itemize
\series bold
Disclosure of Conflict When Present.
\series default
Prior to any Board or Board Committee action on a matter or transaction
involving a conflict of interest, a Conservancy Person having a conflict
of interest and who is in attendance at the meeting shall disclose all
facts material to the conflict.
Such disclosure shall be reflected in the minutes of the meeting.
If board members are aware that Staff or other volunteers have a conflict
of interest, relevant facts should be disclosed by the board member or
by the interested person him/herself if invited to the Board meeting as
a guest for purposes of disclosure.
\end_layout
\begin_layout Itemize
\series bold
Disclosure of Conflict When Absent.
\series default
A Conservancy Person who plans not to attend a meeting at which he or she
has reason to believe that the Board or Board Committee will act on a matter
in which he or she is conflicted shall disclose to the Chair of the meeting
all facts material to the conflict of interest.
The Chairperson shall report the disclosure at the meeting and the disclosure
shall be reflected in the minutes of the meeting.
\end_layout
\begin_layout Itemize
\series bold
Participation in Discussions and Votes Regarding Conflicted Matter.
\series default
A conflicted Conservancy Person shall not participate in or be permitted
to hear the Board's or Board Committee's discussion of the matter where
he or she has a conflict of interest, except to disclose material facts
and to respond to questions.
The conflicted Conservancy Person shall not attempt to exert his or her
personal influence with respect to the matter, either at or outside the
meeting.
\end_layout
\begin_layout Itemize
\series bold
Participation in Votes Regarding Conflicted Matter.
\series default
A conflicted Conservancy Person may not vote on the Board action with which
he or she has a conflict of interest, and shall not be present in the meeting
room (or on the conference call) when the vote is taken.
His or her ineligibility to vote shall be reflected in the minutes of the
meeting.
\end_layout
\begin_layout Itemize
\series bold
Conflicted Persons Cannot Establish Quorum.
\series default
A conflicted Conservancy Person shall not be determining the presence of
a quorum for purposes of a vote on the matter where he or she has a conflict
of interest.
\end_layout
\begin_layout Itemize
\series bold
Managing an Officer's Conflict of Interest.
\series default
If a Conservancy Person is an Officer involved in a decision, matter or
transaction in which he or she has a conflict of interest, he or she must
immediately disclose all facts material to the conflict to the Chair of
the Board (or the Chair's designee).
The Board must then approve any future decisions, negotiations, and/or
other actions taken by the Officer regarding the conflicted matter, and
include the person's disclosure of the conflict and the Board's subsequent
actions in the minutes of the next meeting.
\end_layout
\begin_layout Itemize
\series bold
Managing a Staff Member's Conflict of Interest.
\series default
If a Conservancy Person is a Staff Member who has been assigned duties
that involve a decision, matter or transaction in which he or she has a
conflict of interest, he or she must immediately disclose all facts material
to the conflict to the President (or the President's designee).
The President (or designee) must then approve any future decisions, negotiation
s, and/or other actions taken by the Staff Member regarding the conflicted
matter, and file a written report acknowledging the potential conflict.
\end_layout
\begin_layout Itemize
\series bold
Confidentiality of Conflict Disclosures.
\series default
Each Conservancy Person shall exercise care not to disclose confidential
information acquired in connection with disclosures of conflicts of interest
or potential conflicts, which might be adverse to Conservancy's interests.
\end_layout
\begin_layout Section
Project Leadership Committees
\end_layout
\begin_layout Standard
PLCs are comprised of volunteers, academics, and industry professionals
that represent a Project's community and make decisions about a Project's
technical direction (
\begin_inset Quotes eld
\end_inset
PLC Persons
\begin_inset Quotes erd
\end_inset
).
Conservancy understands and expects that many PLC Persons exploit professional
skills relating to their Project as individuals by providing developing,
consulting, and/or training services.
Nonetheless, each PLC Person has a duty to act in the best interests of
his or her Project when making technical decisions about the Project.
\end_layout
\begin_layout Subsection
Defining a Conflict of Interest for a PLC Person
\end_layout
\begin_layout Standard
In general, PLC Persons should avoid making technical decisions on matters
where his or her personal and/or professional interests are at odds with
his or her Project's interests.
In particular, the following scenarios are to be identified as conflicts
of interest:
\end_layout
\begin_layout Itemize
A PLC Person (or his or her family member) is a party to a contract, or
involved in a transaction with Conservancy for goods or services relating
to his or her Project.
\end_layout
\begin_layout Itemize
A PLC Person (or his or her family member) is an employee, owner, or otherwise
has a financial interest in an entity involved in a transaction with Conservanc
y relating to his or her Project.
\end_layout
\begin_layout Itemize
A PLC Person (or his or her family member) is a director, officer, agent,
partner, associate, trustee, receiver, guardian, personal representative,
custodian, legal representative or in some way has a fiduciary duty to
an entity involved in a transaction with Conservancy relating to his or
her Project.
\end_layout
\begin_layout Itemize
A PLC Person (or his or her family member) is engaged in some capacity or
has a material financial interest in a business or enterprise that competes
with his or her Project.
\end_layout
\begin_layout Itemize
A PLC Person (or his or her family member) is the owner of copyrights that
are the subject of a Conservancy-led compliance effort, enforcement effort,
or related litigation -- and the PLC Person (or a family member) has a
material financial interest in or fiduciary duty to an entity adverse to
this effort.
\end_layout
\begin_layout Standard
Conservancy further notes that a scenario may arise where a PLC Person (or
his or her family member) works for, owns, or otherwise has a financial
interest in an entity that competes with a second entity involved in a
transaction with Conservancy regarding the Project in question.
This may or may not result in a conflict of interest, depending on the
specific facts.
Should this scenario arise, Conservancy requests that the circumstances
be disclosed to Conservancy's Executive Director and to the PLC.
\end_layout
\begin_layout Standard
Conservancy acknowledges that other situations may create the appearance
of a conflict, or present a duality of interests.
All such circumstances should be disclosed to Conservancy's Executive Director
and to the PLC, as appropriate, and the PLC shall make a decision as to
what (if any) course of action the PLC or relevant PLC Persons should take
so that the Project's best interests are not compromised by personal interests.
\end_layout
\begin_layout Subsection
General Policies for PLC Persons
\end_layout
\begin_layout Itemize
\series bold
No Compensation for PLC Persons.
\series default
No PLC Person shall receive any salary or other substantial benefit from
Conservancy as compensation for his or her duties as a PLC Person.
\end_layout
\begin_layout Itemize
\series bold
Disclosure and Abstention when Conflicted.
\series default
Each PLC Person shall disclose to his or her PLC and to Conservancy's Executive
Director any conflict of interest which he or she may have in any matter
pending before the PLC and shall refrain from participation in any decision
on such matter.
\end_layout
\begin_layout Itemize
\series bold
Multiple Employees from the same Employer on a PLC.
\series default
Conservancy discourages the practice of having multiple employees of the
same employer serve on the same PLC\SpecialChar \@.
This practice increases the impact
of any prospective conflict of interest with the employer on the PLC, and
PLCs will have to exercise greater care to avoid the influence of the employer'
s interests.
If this situation is unavoidable, PLCs are encouraged to err on the side
of caution in identifying all potential conflicts of interest relating
to the employer.
\end_layout
\begin_layout Itemize
\series bold
Conservancy is Final Arbiter.
\series default
Each PLC Person acknowledges that Conservancy is the final arbiter of any
issue relating to potential conflict.
\end_layout
\begin_layout Itemize
\series bold
Project Conflict Disclosure Form.
\series default
Each PLC Person shall complete a Project Conflict Disclosure form [Attached
as Exhibit B] and submit it to the PLC and to Conservancy's Executive Director
on an annual basis.
\end_layout
\begin_layout Subsection
Conflict Resolution Procedures for PLC Persons
\end_layout
\begin_layout Itemize
\series bold
Disclosure of Conflict When Present.
\series default
Prior to any PLC or PLC sub-committee action on a matter or transaction
involving a conflict of interest, a PLC Person having a conflict of interest
and who is in attendance at the meeting shall disclose all facts material
to the conflict.
Such disclosure shall be reflected in the minutes of the meeting.
\end_layout
\begin_layout Itemize
\series bold
Disclosure of Conflict When Absent.
\series default
A PLC Person who plans not to attend a meeting at which he or she has reason
to believe that the PLC or PLC sub-committee will act on a matter in which
he or she is conflicted shall disclose to the Chair of the meeting all
facts material to the conflict of interest.
The Chair shall report the disclosure at the meeting and the disclosure
shall be reflected in the minutes of the meeting.
\end_layout
\begin_layout Itemize
\series bold
Participation in Discussions and Votes Regarding Conflicted Matter.
\series default
A conflicted PLC Person shall not participate in or be permitted to hear
the PLC's or PLC sub-committee's discussion of the matter where he or she
has a conflict of interest, except to disclose material facts and to respond
to questions.
The conflicted PLC Person shall not attempt to exert his or her personal
influence with respect to the matter, either at or outside the meeting.
\end_layout
\begin_layout Itemize
\series bold
Participation in Votes Regarding Conflicted Matter.
\series default
A conflicted PLC Person may not vote on the Board action with which he
or she has a conflict of interest, and shall not be present in the meeting
room (or on the conference call) when the vote is taken.
His or her ineligibility to vote shall be reflected in the minutes of the
meeting.
\end_layout
\begin_layout Itemize
\series bold
Conflicted Persons Cannot Establish Quorum.
\series default
A conflicted PLC Person shall not be determining the presence of a quorum
for purposes of a vote on the matter where he or she has a conflict of
interest.
\end_layout
\begin_layout Subsection
Procedures for Conservancy Retaining PLC Person's Services
\end_layout
\begin_layout Standard
Notwithstanding the above, Conservancy acknowledges that many PLC Persons
are software developers who can provide professional services useful to
advance computing and contribute to Conservancy's mission.
In many instances, a PLC Person will have the strongest mix of credentials,
experience, and available bandwidth to fulfill a software development contract
desired by Conservancy and/or a Project.
To address those instances, Conservancy requests Projects to follow the
following procedures.
\end_layout
\begin_layout Itemize
\series bold
Drafting the Software Development Proposal.
\series default
PLCs must draft a written proposal for every software development project
their Project wishes to fund.
During the drafting process, if a PLC Person (or his or her family member),
a PLC Person's employer and/or a fellow employee of PLC Person's employer
wish to be considered a candidate to fulfill the funded software development
contract, that PLC Person has a conflict of interest and must recuse herself
or himself from the proposal drafting process and abstain from any vote
to approve that proposal.
All other procedures as outlined in Section 3.3 shall still apply.
The PLC must document the PLC Person's abstention from the proposal drafting
process in the minutes of the next PLC meeting.
\end_layout
\begin_layout Itemize
\series bold
Selecting a PLC Person to Fulfill a Contract.
\series default
Once a PLC has drafted and approved a development proposal, the PLC is free
to consider qualified candidates to fulfill the funded contract.
If the PLC wishes to recommend that Conservancy contract with a PLC Person
to carry out the work, the following criteria must be met:
\end_layout
\begin_deeper
\begin_layout Itemize
\series bold
Suggested Compensation.
\series default
The PLC must provide Conservancy's Executive Director (or designee) with
a suggested compensation (converted into an hourly wage) for the software
developer to be retained to fulfill the funded contract.
\end_layout
\begin_layout Itemize
\series bold
Independent Assessment of Credentials.
\series default
The PLC (or an unaffiliated PLC Person) must provide Conservancy's Executive
Director (or designee) with a written assessment as to why the PLC Person
is uniquely qualified to fulfill the funded contract.
\end_layout
\begin_layout Itemize
\series bold
Conservancy Retains Right to Request Competitive Bids.
\series default
PLCs acknowledge that Conservancy retains the right to ask for bids from
software developers in addition to PLC Person to fulfill a given contract.
Should that instance arise, Conservancy's Executive Director (or designee)
will consult with the PLC to select the candidate best suited to fulfill
the contract within the budget allotted.
\end_layout
\end_deeper
\begin_layout Itemize
\series bold
Conservancy holds Sole Authority to Negotiate and Execute Contracts.
\series default
PLCs acknowledge that Conservancy holds sole authority to negotiate and
execute contracts on behalf of Member Projects.
In turn, Conservancy pledges to negotiate all contracts zealously, putting
the best interests of the affected Member Project first.
To avoid any conflicts, PLCs must not engage in any pre-negotiation with
prospective contractors - including PLC Persons - beyond collecting the
terms of the developer(s)' bid.
\end_layout
\begin_layout Section
Project Community Members: Participating Corporations and Volunteers
\end_layout
\begin_layout Standard
The work accomplished by Conservancy and its Member Projects would not be
possible without the generous donation of time, funds, and support Project
Community Members -- including participating corporations, sponsors, and
volunteers alike.
Community members are not traditionally considered to be
\begin_inset Quotes eld
\end_inset
interested persons,
\begin_inset Quotes erd
\end_inset
and all decision-making authority rests with the PLCs and/or Conservancy.
\end_layout
\begin_layout Itemize
\series bold
Community Members Cannot Direct Funds.
\series default
Community Members are free to offer suggestions and engage in open dialogue
with PLC, key developers regarding a Project's technical direction.
However, each PLC and Conservancy must together maintain sole and final
control over that Project's technical direction and charitable mission.
Community Members who make financial donations do not receive any additional
control over a Project's technical direction beyond what is available to
other vocal, active, and contributing community members.
\begin_inset Newpage pagebreak
\end_inset
\end_layout
\begin_layout Section*
Exhibit A: Conservancy Conflict Disclosure Form
\end_layout
\begin_layout Standard
Directors, Officers and Staff Members of Conservancy each have a duty to
protect Conservancy and its Member Projects from violating state and federal
laws - and to avoid any appearance of impropriety.
Conservancy Persons serve the public interest and are to have a clear understan
ding of Conservancy's charitable mission.
All decisions made by Conservancy Persons are to be made solely on the
basis of a desire to promote the best interests of Conservancy and the
public good.
\end_layout
\begin_layout Standard
This Form is to be completed every six months and submitted to the Chairperson
of Conservancy's Board and to Conservancy's General Counsel.
\end_layout
\begin_layout Standard
Date: _____________
\end_layout
\begin_layout Standard
Next Form to be completed by (six months from now): ___________
\end_layout
\begin_layout Standard
Name: ____________________________________ Date: ____________________
\end_layout
\begin_layout Standard
Position (employee/officer/trustee): ________________________________
\end_layout
\begin_layout Standard
I affirm the following:
\end_layout
\begin_layout Itemize
I have received a copy of the Software Freedom Conservancy Conflict of Interest
Policy.
_________ (initial)
\end_layout
\begin_layout Itemize
I have read and understand the policy.
_________ (initial)
\end_layout
\begin_layout Itemize
I agree to comply with the policy.
_________ (initial)
\end_layout
\begin_layout Itemize
I understand that Conservancy is a public charity and in order to maintain
its federal tax exemption it must engage primarily in activities which
accomplish one or more of tax-exempt purposes.
_________ (initial)
\end_layout
\begin_layout Standard
Disclosures:
\end_layout
\begin_layout Standard
Please describe below any relationships, transactions, positions you (or
your family member) hold, or any other circumstances that you believe could
cause a conflict of interest as defined by the Policy between your duty
to Conservancy and your personal interests, financial or otherwise:
\end_layout
\begin_layout Standard
________ I have no conflicts to report
\end_layout
\begin_layout Standard
________ I have the following conflicts and/or potential conflicts to report:
\end_layout
\begin_layout Standard
____________________________________________________________________________
\end_layout
\begin_layout Standard
____________________________________________________________________________
\end_layout
\begin_layout Standard
____________________________________________________________________________
\end_layout
\begin_layout Standard
____________________________________________________________________________
\end_layout
\begin_layout Standard
____________________________________________________________________________
\end_layout
\begin_layout Standard
I hereby certify that the information set forth is true and complete to
the best of my knowledge.
\end_layout
\begin_layout Standard
Signature: ______________________________________ Date: _________________
\end_layout
\begin_layout Section*
\begin_inset Newpage pagebreak
\end_inset
Exhibit B: Project Leadership Committee Conflict Disclosure Form
\end_layout
\begin_layout Standard
Each volunteer, academic and/or industry professional that serves on a Conservan
cy Member Project's Project Leadership Committee (PLC) have a duty to act
in the best interests of his or her Project when making decisions about
the Project's technical direction.
Every committee member must also abide by state and federal laws associated
with non-profit organizational governance.
\end_layout
\begin_layout Standard
Committee members must complete this form annually and submit it to his
or her PLC and to Conservancy's Executive Director.
\end_layout
\begin_layout Standard
Date: _____________
\end_layout
\begin_layout Standard
Next Form to be completed by (one year from now): ___________
\end_layout
\begin_layout Standard
Name: ____________________________________ Date: ____________________
\end_layout
\begin_layout Standard
Position (if applicable): ________________________________
\end_layout
\begin_layout Standard
Employer (if student or self-employed, please indicate): _______________________
_________
\end_layout
\begin_layout Standard
I affirm the following:
\end_layout
\begin_layout Itemize
I have received a copy of the Software Freedom Conservancy Conflict of Interest
Policy.
_________ (initial)
\end_layout
\begin_layout Itemize
I have read and understand the policy, in particular, Section 3 (relating
to PLCs).
_________ (initial)
\end_layout
\begin_layout Itemize
I agree to comply with the policy.
_________ (initial)
\end_layout
\begin_layout Itemize
I understand that Conservancy is a public charity and in order to maintain
its federal tax exemption it must engage primarily in activities which
accomplish one or more of tax-exempt purposes.
_________ (initial)
\end_layout
\begin_layout Standard
Disclosures:
\end_layout
\begin_layout Standard
Please describe below any relationships, transactions, positions you (or
your family member) hold, or any other circumstances that you believe could
cause a conflict of interest as defined by the Policy between your duty
to your Project and your personal interests, financial or otherwise:
\end_layout
\begin_layout Standard
________ I have no conflicts to report
\end_layout
\begin_layout Standard
________ I have the following conflicts and/or potential conflicts to report:
\end_layout
\begin_layout Standard
____________________________________________________________________________
\end_layout
\begin_layout Standard
____________________________________________________________________________
\end_layout
\begin_layout Standard
____________________________________________________________________________
\end_layout
\begin_layout Standard
____________________________________________________________________________
\end_layout
\begin_layout Standard
____________________________________________________________________________
\end_layout
\begin_layout Standard
I hereby certify that the information set forth is true and complete to
the best of my knowledge.
\end_layout
\begin_layout Standard
Signature: ______________________________________ Date: ________________
\end_layout
\end_body
\end_document

367
Conflicts/conflict-of-interest-policy.tex → Conflicts/conflict-of-interest-policy.txt
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@ -1,97 +1,93 @@
%% LyX 2.0.1 created this file. For more info, see http://www.lyx.org/. Software Freedom Conservancy Conflict of Interest Policy
%% Do not edit unless you really know what you are doing. ========================================================
\documentclass[english]{article} :Date: 1 March 2012
\usepackage[T1]{fontenc}
\usepackage[latin9]{inputenc}
\usepackage{babel}
\begin{document}
\title{Software Freedom Conservancy Conflict of Interest Policy} == Purpose
\maketitle The purpose of this conflict of interest policy (``Policy'') is to protect
the Software Freedom Conservancy (``Conservancy'') and its Member Projects
\section{Purpose} when Conservancy contemplates entering into a transaction or arrangement
that might benefit the private interest of a Director, Officer or Staff
The purpose of this conflict of interest policy (``Policy'') is Member of Conservancy or a member of a Project Leadership Committee
to protect the Software Freedom Conservancy (``Conservancy'') and (``PLC''), or might otherwise result in a possible excess benefit
its Member Projects when Conservancy contemplates entering into a transaction. This Policy is intended to supplement but not replace any
transaction or arrangement that might benefit the private interest applicable state and federal laws governing conflict of interest
of a Director, Officer or Staff Member of Conservancy or a member applicable to nonprofit and charitable organizations.
of a Project Leadership Committee (``PLC''), or might otherwise
result in a possible excess benefit transaction. This Policy is intended
to supplement but not replace any applicable state and federal laws
governing conflict of interest applicable to nonprofit and charitable
organizations.
\section{Conservancy Directors, Officers and Staff} == Conservancy Directors, Officers and Staff
Directors, Officers and Staff Members of Conservancy (``Conservancy Directors, Officers and Staff Members of Conservancy (``Conservancy
Persons'') each have a duty to protect Conservancy and its Member Persons'') each have a duty to protect Conservancy and its Member Projects
Projects from violating state and federal laws - and to avoid any from violating state and federal laws - and to avoid any appearance of
appearance of impropriety. Conservancy Persons serve the public interest impropriety. Conservancy Persons serve the public interest and are to have
and are to have a clear understanding of Conservancy's charitable a clear understanding of Conservancy's charitable mission. All decisions
mission. All decisions made by Conservancy Persons are to be made made by Conservancy Persons are to be made solely on the basis of a desire
solely on the basis of a desire to promote the best interests of Conservancy to promote the best interests of Conservancy and the public good.
and the public good.
\subsection{Defining a Conflict of Interest for a Conservancy Person} === Defining a Conflict of Interest for a Conservancy Person
In general, Conservancy Persons should avoid making decisions on matters In general, Conservancy Persons should avoid making decisions on matters
where their personal interests are at odds with the Conservancy's where their personal interests are at odds with the Conservancy's
interests. In particular, the following scenarios are to be identified interests. In particular, the following scenarios are to be identified as
as conflicts of interest: conflicts of interest:
\begin{itemize}
\item A Conservancy Person (or his or her family member) is a party to a * A Conservancy Person (or his or her family member) is a party to a
contract, or involved in a transaction with Conservancy for goods contract, or involved in a transaction with Conservancy for goods
or services. or services.
\item A Conservancy Person (or his or her family member) is a director,
officer, agent, partner, associate, employee, trustee, personal representative, * A Conservancy Person (or his or her family member) is a director,
receiver, guardian, custodian, legal representative or in some other officer, agent, partner, associate, employee, trustee, personal
way has a fiduciary duty to an entity involved in a transaction with representative, receiver, guardian, custodian, legal representative or in
Conservancy. some other way has a fiduciary duty to an entity involved in a transaction
\item A Conservancy Person (or his or her family member) is engaged in some with Conservancy.
* A Conservancy Person (or his or her family member) is engaged in some
capacity or has a material financial interest in a business or enterprise capacity or has a material financial interest in a business or enterprise
that competes with Conservancy or a Conservancy Project. that competes with Conservancy or a Conservancy Project.
\item A Conservancy Person (or his or her family member) has a material
* A Conservancy Person (or his or her family member) has a material
financial interest in, or fiduciary duty to an entity Conservancy financial interest in, or fiduciary duty to an entity Conservancy
has engaged in a free software license compliance effort, enforcement has engaged in a free software license compliance effort, enforcement
effort, or related litigation on behalf of a Conservancy project. effort, or related litigation on behalf of a Conservancy project.
\item A Conservancy Person (or his or her family member) has a material
* A Conservancy Person (or his or her family member) has a material
financial interest in or fiduciary duty to the competitor of an entity financial interest in or fiduciary duty to the competitor of an entity
Conservancy has engaged in a free software license compliance effort, Conservancy has engaged in a free software license compliance effort,
enforcement effort, or related litigation on behalf of a Conservancy enforcement effort, or related litigation on behalf of a Conservancy
project. project.
\end{itemize}
Conservancy acknowledges that other situations may create the appearance Conservancy acknowledges that other situations may create the appearance
of a conflict, or present a duality of interests. All such circumstances of a conflict, or present a duality of interests. All such circumstances
should be disclosed to the Board, as appropriate, and the Board shall should be disclosed to the Board, as appropriate, and the Board shall make
make a decision as to what (if any) course of action Conservancy or a decision as to what (if any) course of action Conservancy or relevant
relevant Conservancy Persons should take so that Conservancy's best Conservancy Persons should take so that Conservancy's best interests are
interests are not compromised by personal interests. not compromised by personal interests.
\subsection{General Policies for Conservancy Persons} === General Policies for Conservancy Persons
\begin{itemize}
\item \textbf{No Personal Profit or Gain.} No Conservancy Person (or family * *No Personal Profit or Gain.* No Conservancy Person (or family
member) shall derive any personal profit or gain, directly or indirectly, member) shall derive any personal profit or gain, directly or indirectly,
by reason of his or her participation with Conservancy. Personal profit by reason of his or her participation with Conservancy. Personal profit
or gain does not include compensation approved by the Board for paid or gain does not include compensation approved by the Board for paid
employees. employees.
\item \textbf{Disclosure and Abstention when Conflicted.} Each Conservancy
* *Disclosure and Abstention when Conflicted.* Each Conservancy
Person shall disclose to Conservancy's Board any conflict of interest Person shall disclose to Conservancy's Board any conflict of interest
which he or she may have in any matter pending before Conservancy which he or she may have in any matter pending before Conservancy
and shall refrain from participation in any decision on such matter. and shall refrain from participation in any decision on such matter.
\item \textbf{Conservancy Conflict Disclosure Form.} Every six months, each
Conservancy Person shall complete a Conservancy Conflict Disclosure
form {[}attached as Exhibit A{]} and submit it to the Board and to
Conservancy's General Counsel.
\end{itemize}
\subsection{Conflict Resolution Procedures for Conservancy Persons} * *Conservancy Conflict Disclosure Form.* Every six months, each
\begin{itemize} Conservancy Person shall complete a Conservancy Conflict Disclosure
\item \textbf{Disclosure of Conflict When Present.} Prior to any Board or form <<Exhibit-A,attached as Exhibit A>> and submit it to the Board and to
Conservancy's General Counsel.
=== Conflict Resolution Procedures for Conservancy Persons
* *Disclosure of Conflict When Present.* Prior to any Board or
Board Committee action on a matter or transaction involving a conflict Board Committee action on a matter or transaction involving a conflict
of interest, a Conservancy Person having a conflict of interest and of interest, a Conservancy Person having a conflict of interest and
who is in attendance at the meeting shall disclose all facts material who is in attendance at the meeting shall disclose all facts material
@ -100,31 +96,36 @@ of the meeting. If board members are aware that Staff or other volunteers
have a conflict of interest, relevant facts should be disclosed by have a conflict of interest, relevant facts should be disclosed by
the board member or by the interested person him/herself if invited the board member or by the interested person him/herself if invited
to the Board meeting as a guest for purposes of disclosure. to the Board meeting as a guest for purposes of disclosure.
\item \textbf{Disclosure of Conflict When Absent. }A Conservancy Person
* *Disclosure of Conflict When Absent.* A Conservancy Person
who plans not to attend a meeting at which he or she has reason to who plans not to attend a meeting at which he or she has reason to
believe that the Board or Board Committee will act on a matter in believe that the Board or Board Committee will act on a matter in
which he or she is conflicted shall disclose to the Chair of the meeting which he or she is conflicted shall disclose to the Chair of the meeting
all facts material to the conflict of interest. The Chairperson shall all facts material to the conflict of interest. The Chairperson shall
report the disclosure at the meeting and the disclosure shall be reflected report the disclosure at the meeting and the disclosure shall be reflected
in the minutes of the meeting. in the minutes of the meeting.
\item \textbf{Participation in Discussions and Votes Regarding Conflicted
Matter.} A conflicted Conservancy Person shall not participate in * *Participation in Discussions and Votes Regarding Conflicted Matter.*
A conflicted Conservancy Person shall not participate in
or be permitted to hear the Board's or Board Committee's discussion or be permitted to hear the Board's or Board Committee's discussion
of the matter where he or she has a conflict of interest, except to of the matter where he or she has a conflict of interest, except to
disclose material facts and to respond to questions. The conflicted disclose material facts and to respond to questions. The conflicted
Conservancy Person shall not attempt to exert his or her personal Conservancy Person shall not attempt to exert his or her personal
influence with respect to the matter, either at or outside the meeting. influence with respect to the matter, either at or outside the meeting.
\item \textbf{Participation in Votes Regarding Conflicted Matter.} A conflicted
* *Participation in Votes Regarding Conflicted Matter.* A conflicted
Conservancy Person may not vote on the Board action with which he Conservancy Person may not vote on the Board action with which he
or she has a conflict of interest, and shall not be present in the or she has a conflict of interest, and shall not be present in the
meeting room (or on the conference call) when the vote is taken. His meeting room (or on the conference call) when the vote is taken. His
or her ineligibility to vote shall be reflected in the minutes of or her ineligibility to vote shall be reflected in the minutes of
the meeting. the meeting.
\item \textbf{Conflicted Persons Cannot Establish Quorum.} A conflicted
* *Conflicted Persons Cannot Establish Quorum.* A conflicted
Conservancy Person shall not be determining the presence of a quorum Conservancy Person shall not be determining the presence of a quorum
for purposes of a vote on the matter where he or she has a conflict for purposes of a vote on the matter where he or she has a conflict
of interest. of interest.
\item \textbf{Managing an Officer's Conflict of Interest. }If a Conservancy
* *Managing an Officer's Conflict of Interest.* If a Conservancy
Person is an Officer involved in a decision, matter or transaction Person is an Officer involved in a decision, matter or transaction
in which he or she has a conflict of interest, he or she must immediately in which he or she has a conflict of interest, he or she must immediately
disclose all facts material to the conflict to the Chair of the Board disclose all facts material to the conflict to the Chair of the Board
@ -133,7 +134,8 @@ decisions, negotiations, and/or other actions taken by the Officer
regarding the conflicted matter, and include the person's disclosure regarding the conflicted matter, and include the person's disclosure
of the conflict and the Board's subsequent actions in the minutes of the conflict and the Board's subsequent actions in the minutes
of the next meeting. of the next meeting.
\item \textbf{Managing a Staff Member's Conflict of Interest.} If a Conservancy
* *Managing a Staff Member's Conflict of Interest.* If a Conservancy
Person is a Staff Member who has been assigned duties that involve Person is a Staff Member who has been assigned duties that involve
a decision, matter or transaction in which he or she has a conflict a decision, matter or transaction in which he or she has a conflict
of interest, he or she must immediately disclose all facts material of interest, he or she must immediately disclose all facts material
@ -141,13 +143,14 @@ to the conflict to the President (or the President's designee). The
President (or designee) must then approve any future decisions, negotiations, President (or designee) must then approve any future decisions, negotiations,
and/or other actions taken by the Staff Member regarding the conflicted and/or other actions taken by the Staff Member regarding the conflicted
matter, and file a written report acknowledging the potential conflict. matter, and file a written report acknowledging the potential conflict.
\item \textbf{Confidentiality of Conflict Disclosures.} Each Conservancy
* *Confidentiality of Conflict Disclosures.* Each Conservancy
Person shall exercise care not to disclose confidential information Person shall exercise care not to disclose confidential information
acquired in connection with disclosures of conflicts of interest or acquired in connection with disclosures of conflicts of interest or
potential conflicts, which might be adverse to Conservancy's interests. potential conflicts, which might be adverse to Conservancy's interests.
\end{itemize} \end{itemize}
\section{Project Leadership Committees} == Project Leadership Committees
PLCs are comprised of volunteers, academics, and industry professionals PLCs are comprised of volunteers, academics, and industry professionals
that represent a Project's community and make decisions about a Project's that represent a Project's community and make decisions about a Project's
@ -159,33 +162,37 @@ to act in the best interests of his or her Project when making technical
decisions about the Project. decisions about the Project.
\subsection{Defining a Conflict of Interest for a PLC Person} === Defining a Conflict of Interest for a PLC Person
In general, PLC Persons should avoid making technical decisions on In general, PLC Persons should avoid making technical decisions on
matters where his or her personal and/or professional interests are matters where his or her personal and/or professional interests are
at odds with his or her Project's interests. In particular, the following at odds with his or her Project's interests. In particular, the following
scenarios are to be identified as conflicts of interest: scenarios are to be identified as conflicts of interest:
\begin{itemize}
\item A PLC Person (or his or her family member) is a party to a contract, * A PLC Person (or his or her family member) is a party to a contract,
or involved in a transaction with Conservancy for goods or services or involved in a transaction with Conservancy for goods or services
relating to his or her Project. relating to his or her Project.
\item A PLC Person (or his or her family member) is an employee, owner,
* A PLC Person (or his or her family member) is an employee, owner,
or otherwise has a financial interest in an entity involved in a transaction or otherwise has a financial interest in an entity involved in a transaction
with Conservancy relating to his or her Project. with Conservancy relating to his or her Project.
\item A PLC Person (or his or her family member) is a director, officer,
* A PLC Person (or his or her family member) is a director, officer,
agent, partner, associate, trustee, receiver, guardian, personal representative, agent, partner, associate, trustee, receiver, guardian, personal representative,
custodian, legal representative or in some way has a fiduciary duty custodian, legal representative or in some way has a fiduciary duty
to an entity involved in a transaction with Conservancy relating to to an entity involved in a transaction with Conservancy relating to
his or her Project. his or her Project.
\item A PLC Person (or his or her family member) is engaged in some capacity
* A PLC Person (or his or her family member) is engaged in some capacity
or has a material financial interest in a business or enterprise that or has a material financial interest in a business or enterprise that
competes with his or her Project. competes with his or her Project.
\item A PLC Person (or his or her family member) is the owner of copyrights
* A PLC Person (or his or her family member) is the owner of copyrights
that are the subject of a Conservancy-led compliance effort, enforcement that are the subject of a Conservancy-led compliance effort, enforcement
effort, or related litigation -- and the PLC Person (or a family member) effort, or related litigation -- and the PLC Person (or a family member)
has a material financial interest in or fiduciary duty to an entity has a material financial interest in or fiduciary duty to an entity
adverse to this effort. adverse to this effort.
\end{itemize}
Conservancy further notes that a scenario may arise where a PLC Person Conservancy further notes that a scenario may arise where a PLC Person
(or his or her family member) works for, owns, or otherwise has a (or his or her family member) works for, owns, or otherwise has a
financial interest in an entity that competes with a second entity financial interest in an entity that competes with a second entity
@ -204,66 +211,77 @@ so that the Project's best interests are not compromised by personal
interests. interests.
\subsection{General Policies for PLC Persons} === General Policies for PLC Persons
\begin{itemize}
\item \textbf{No Compensation for PLC Persons.} No PLC Person shall receive
* *No Compensation for PLC Persons.* No PLC Person shall receive
any salary or other substantial benefit from Conservancy as compensation any salary or other substantial benefit from Conservancy as compensation
for his or her duties as a PLC Person. for his or her duties as a PLC Person.
\item \textbf{Disclosure and Abstention when Conflicted.} Each PLC Person
* *Disclosure and Abstention when Conflicted.* Each PLC Person
shall disclose to his or her PLC and to Conservancy's Executive Director shall disclose to his or her PLC and to Conservancy's Executive Director
any conflict of interest which he or she may have in any matter pending any conflict of interest which he or she may have in any matter pending
before the PLC and shall refrain from participation in any decision before the PLC and shall refrain from participation in any decision
on such matter. on such matter.
\item \textbf{Multiple Employees from the same Employer on a PLC. }Conservancy
* *Multiple Employees from the same Employer on a PLC.* Conservancy
discourages the practice of having multiple employees of the same discourages the practice of having multiple employees of the same
employer serve on the same PLC\@. This practice increases the impact employer serve on the same PLC. This practice increases the impact
of any prospective conflict of interest with the employer on the PLC, of any prospective conflict of interest with the employer on the PLC,
and PLCs will have to exercise greater care to avoid the influence and PLCs will have to exercise greater care to avoid the influence
of the employer's interests. If this situation is unavoidable, PLCs of the employer's interests. If this situation is unavoidable, PLCs
are encouraged to err on the side of caution in identifying all potential are encouraged to err on the side of caution in identifying all potential
conflicts of interest relating to the employer. conflicts of interest relating to the employer.
\item \textbf{Conservancy is Final Arbiter.} Each PLC Person acknowledges
* *Conservancy is Final Arbiter.* Each PLC Person acknowledges
that Conservancy is the final arbiter of any issue relating to potential that Conservancy is the final arbiter of any issue relating to potential
conflict. conflict.
\item \textbf{Project Conflict Disclosure Form. }Each PLC Person shall complete
a Project Conflict Disclosure form {[}Attached as Exhibit B{]} and * *Project Conflict Disclosure Form.* Each PLC Person shall complete
a Project Conflict Disclosure form <<Exhibit-B,Attached as Exhibit B>> and
submit it to the PLC and to Conservancy's Executive Director on an submit it to the PLC and to Conservancy's Executive Director on an
annual basis. annual basis.
\end{itemize}
\subsection{Conflict Resolution Procedures for PLC Persons}
\begin{itemize} [[Procedures-PLC-Persons]]
\item \textbf{Disclosure of Conflict When Present.} Prior to any PLC or
=== Conflict Resolution Procedures for PLC Persons
* *Disclosure of Conflict When Present.* Prior to any PLC or
PLC sub-committee action on a matter or transaction involving a conflict PLC sub-committee action on a matter or transaction involving a conflict
of interest, a PLC Person having a conflict of interest and who is of interest, a PLC Person having a conflict of interest and who is
in attendance at the meeting shall disclose all facts material to in attendance at the meeting shall disclose all facts material to
the conflict. Such disclosure shall be reflected in the minutes of the conflict. Such disclosure shall be reflected in the minutes of
the meeting. the meeting.
\item \textbf{Disclosure of Conflict When Absent. }A PLC Person who plans
* *Disclosure of Conflict When Absent.* A PLC Person who plans
not to attend a meeting at which he or she has reason to believe that not to attend a meeting at which he or she has reason to believe that
the PLC or PLC sub-committee will act on a matter in which he or she the PLC or PLC sub-committee will act on a matter in which he or she
is conflicted shall disclose to the Chair of the meeting all facts is conflicted shall disclose to the Chair of the meeting all facts
material to the conflict of interest. The Chair shall report the disclosure material to the conflict of interest. The Chair shall report the disclosure
at the meeting and the disclosure shall be reflected in the minutes at the meeting and the disclosure shall be reflected in the minutes
of the meeting. of the meeting.
\item \textbf{Participation in Discussions and Votes Regarding Conflicted
Matter.} A conflicted PLC Person shall not participate in or be permitted * *Participation in Discussions and Votes Regarding Conflicted Matter.*
A conflicted PLC Person shall not participate in or be permitted
to hear the PLC's or PLC sub-committee's discussion of the matter to hear the PLC's or PLC sub-committee's discussion of the matter
where he or she has a conflict of interest, except to disclose material where he or she has a conflict of interest, except to disclose material
facts and to respond to questions. The conflicted PLC Person shall facts and to respond to questions. The conflicted PLC Person shall
not attempt to exert his or her personal influence with respect to not attempt to exert his or her personal influence with respect to
the matter, either at or outside the meeting. the matter, either at or outside the meeting.
\item \textbf{Participation in Votes Regarding Conflicted Matter.} A conflicted
* *Participation in Votes Regarding Conflicted Matter.* A conflicted
PLC Person may not vote on the Board action with which he or she has PLC Person may not vote on the Board action with which he or she has
a conflict of interest, and shall not be present in the meeting room a conflict of interest, and shall not be present in the meeting room
(or on the conference call) when the vote is taken. His or her ineligibility (or on the conference call) when the vote is taken. His or her ineligibility
to vote shall be reflected in the minutes of the meeting. to vote shall be reflected in the minutes of the meeting.
\item \textbf{Conflicted Persons Cannot Establish Quorum.} A conflicted
* *Conflicted Persons Cannot Establish Quorum.* A conflicted
PLC Person shall not be determining the presence of a quorum for purposes PLC Person shall not be determining the presence of a quorum for purposes
of a vote on the matter where he or she has a conflict of interest. of a vote on the matter where he or she has a conflict of interest.
\end{itemize}
\subsection{Procedures for Conservancy Retaining PLC Person's Services}
=== Procedures for Conservancy Retaining PLC Person's Services
Notwithstanding the above, Conservancy acknowledges that many PLC Notwithstanding the above, Conservancy acknowledges that many PLC
Persons are software developers who can provide professional services Persons are software developers who can provide professional services
@ -272,8 +290,8 @@ In many instances, a PLC Person will have the strongest mix of credentials,
experience, and available bandwidth to fulfill a software development experience, and available bandwidth to fulfill a software development
contract desired by Conservancy and/or a Project. To address those contract desired by Conservancy and/or a Project. To address those
instances, Conservancy requests Projects to follow the following procedures. instances, Conservancy requests Projects to follow the following procedures.
\begin{itemize}
\item \textbf{Drafting the Software Development Proposal.} PLCs must draft * *Drafting the Software Development Proposal.* PLCs must draft
a written proposal for every software development project their Project a written proposal for every software development project their Project
wishes to fund. During the drafting process, if a PLC Person (or his wishes to fund. During the drafting process, if a PLC Person (or his
or her family member), a PLC Person's employer and/or a fellow employee or her family member), a PLC Person's employer and/or a fellow employee
@ -281,42 +299,44 @@ of PLC Person's employer wish to be considered a candidate to fulfill
the funded software development contract, that PLC Person has a conflict the funded software development contract, that PLC Person has a conflict
of interest and must recuse herself or himself from the proposal drafting of interest and must recuse herself or himself from the proposal drafting
process and abstain from any vote to approve that proposal. All other process and abstain from any vote to approve that proposal. All other
procedures as outlined in Section 3.3 shall still apply. The PLC must procedures as outlined in <<Procedures-PLC-Persons,_Conflict Resolution Procedures for PLC Persons_>> shall still apply. The PLC must
document the PLC Person's abstention from the proposal drafting process document the PLC Person's abstention from the proposal drafting process
in the minutes of the next PLC meeting. in the minutes of the next PLC meeting.
\item \textbf{Selecting a PLC Person to Fulfill a Contract. }Once a PLC
* *Selecting a PLC Person to Fulfill a Contract.* Once a PLC
has drafted and approved a development proposal, the PLC is free to has drafted and approved a development proposal, the PLC is free to
consider qualified candidates to fulfill the funded contract. If the consider qualified candidates to fulfill the funded contract. If the
PLC wishes to recommend that Conservancy contract with a PLC Person PLC wishes to recommend that Conservancy contract with a PLC Person
to carry out the work, the following criteria must be met: to carry out the work, the following criteria must be met:
\begin{itemize} ** *Suggested Compensation.* The PLC must provide Conservancy's
\item \textbf{Suggested Compensation.} The PLC must provide Conservancy's
Executive Director (or designee) with a suggested compensation (converted Executive Director (or designee) with a suggested compensation (converted
into an hourly wage) for the software developer to be retained to into an hourly wage) for the software developer to be retained to
fulfill the funded contract. fulfill the funded contract.
\item \textbf{Independent Assessment of Credentials.} The PLC (or an unaffiliated
** *Independent Assessment of Credentials.* The PLC (or an unaffiliated
PLC Person) must provide Conservancy's Executive Director (or designee) PLC Person) must provide Conservancy's Executive Director (or designee)
with a written assessment as to why the PLC Person is uniquely qualified with a written assessment as to why the PLC Person is uniquely qualified
to fulfill the funded contract. to fulfill the funded contract.
\item \textbf{Conservancy Retains Right to Request Competitive Bids.} PLCs
** *Conservancy Retains Right to Request Competitive Bids.* PLCs
acknowledge that Conservancy retains the right to ask for bids from acknowledge that Conservancy retains the right to ask for bids from
software developers in addition to PLC Person to fulfill a given contract. software developers in addition to PLC Person to fulfill a given contract.
Should that instance arise, Conservancy's Executive Director (or designee) Should that instance arise, Conservancy's Executive Director (or designee)
will consult with the PLC to select the candidate best suited to fulfill will consult with the PLC to select the candidate best suited to fulfill
the contract within the budget allotted. the contract within the budget allotted.
\end{itemize}
\item \textbf{Conservancy holds Sole Authority to Negotiate and Execute * *Conservancy holds Sole Authority to Negotiate and Execute Contracts.*
Contracts. }PLCs acknowledge that Conservancy holds sole authority PLCs acknowledge that Conservancy holds sole authority
to negotiate and execute contracts on behalf of Member Projects. In to negotiate and execute contracts on behalf of Member Projects. In
turn, Conservancy pledges to negotiate all contracts zealously, putting turn, Conservancy pledges to negotiate all contracts zealously, putting
the best interests of the affected Member Project first. To avoid the best interests of the affected Member Project first. To avoid
any conflicts, PLCs must not engage in any pre-negotiation with prospective any conflicts, PLCs must not engage in any pre-negotiation with prospective
contractors - including PLC Persons - beyond collecting the terms contractors - including PLC Persons - beyond collecting the terms
of the developer(s)' bid. of the developer(s)' bid.
\end{itemize}
\section{Project Community Members: Participating Corporations and Volunteers}
== Project Community Members: Participating Corporations and Volunteers
The work accomplished by Conservancy and its Member Projects would The work accomplished by Conservancy and its Member Projects would
not be possible without the generous donation of time, funds, and not be possible without the generous donation of time, funds, and
@ -324,22 +344,24 @@ support Project Community Members -- including participating corporations,
sponsors, and volunteers alike. Community members are not traditionally sponsors, and volunteers alike. Community members are not traditionally
considered to be ``interested persons,'' and all decision-making considered to be ``interested persons,'' and all decision-making
authority rests with the PLCs and/or Conservancy. authority rests with the PLCs and/or Conservancy.
\begin{itemize}
\item \textbf{Community Members Cannot Direct Funds.} Community Members * *Community Members Cannot Direct Funds.* Community Members
are free to offer suggestions and engage in open dialogue with PLC, are free to offer suggestions and engage in open dialogue with PLC,
key developers regarding a Project's technical direction. However, key developers regarding a Project's technical direction. However,
each PLC and Conservancy must together maintain sole and final control each PLC and Conservancy must together maintain sole and final control
over that Project's technical direction and charitable mission. Community over that Project's technical direction and charitable mission. Community
Members who make financial donations do not receive any additional Members who make financial donations do not receive any additional
control over a Project's technical direction beyond what is available control over a Project's technical direction beyond what is available
to other vocal, active, and contributing community members. \pagebreak{} to other vocal, active, and contributing community members.
\end{itemize}
\section*{Exhibit A: Conservancy Conflict Disclosure Form}
[[Exhibit-A]]
== Exhibit A: Conservancy Conflict Disclosure Form
Directors, Officers and Staff Members of Conservancy each have a duty Directors, Officers and Staff Members of Conservancy each have a duty
to protect Conservancy and its Member Projects from violating state to protect Conservancy and its Member Projects from violating state
and federal laws - and to avoid any appearance of impropriety. Conservancy and federal laws -- and to avoid any appearance of impropriety. Conservancy
Persons serve the public interest and are to have a clear understanding Persons serve the public interest and are to have a clear understanding
of Conservancy's charitable mission. All decisions made by Conservancy of Conservancy's charitable mission. All decisions made by Conservancy
Persons are to be made solely on the basis of a desire to promote Persons are to be made solely on the basis of a desire to promote
@ -348,27 +370,30 @@ the best interests of Conservancy and the public good.
This Form is to be completed every six months and submitted to the This Form is to be completed every six months and submitted to the
Chairperson of Conservancy's Board and to Conservancy's General Counsel. Chairperson of Conservancy's Board and to Conservancy's General Counsel.
Date: \_\_\_\_\_\_\_\_\_\_\_\_\_ Date: +++__________________________+++
Next Form to be completed by (six months from now): \_\_\_\_\_\_\_\_\_\_\_ Next Form to be completed by (six months from now):
Name: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Name: +++__________________________+++
Date: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
Position (employee/officer/trustee): \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Date: +++__________________________+++
Position (employee/officer/trustee): +++_________________________________+++
I affirm the following: I affirm the following:
\begin{itemize}
\item I have received a copy of the Software Freedom Conservancy Conflict * I have received a copy of the Software Freedom Conservancy Conflict
of Interest Policy. \_\_\_\_\_\_\_\_\_ (initial) of Interest Policy. +++__________________+++ (initial)
\item I have read and understand the policy. \_\_\_\_\_\_\_\_\_ (initial)
\item I agree to comply with the policy. \_\_\_\_\_\_\_\_\_ (initial) * I have read and understand the policy. +++_________+++ (initial)
\item I understand that Conservancy is a public charity and in order to
* I agree to comply with the policy. +++_________+++ (initial)
* I understand that Conservancy is a public charity and in order to
maintain its federal tax exemption it must engage primarily in activities maintain its federal tax exemption it must engage primarily in activities
which accomplish one or more of tax-exempt purposes. \_\_\_\_\_\_\_\_\_ which accomplish one or more of tax-exempt purposes. +++_________+++ (initial)
(initial)
\end{itemize} .Disclosures:
Disclosures:
Please describe below any relationships, transactions, positions you Please describe below any relationships, transactions, positions you
(or your family member) hold, or any other circumstances that you (or your family member) hold, or any other circumstances that you
@ -376,30 +401,31 @@ believe could cause a conflict of interest as defined by the Policy
between your duty to Conservancy and your personal interests, financial between your duty to Conservancy and your personal interests, financial
or otherwise: or otherwise:
\_\_\_\_\_\_\_\_ I have no conflicts to report +++________+++ I have no conflicts to report
\_\_\_\_\_\_\_\_ I have the following conflicts and/or potential conflicts +++________+++ I have the following conflicts and/or potential conflicts
to report: to report:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ +++____________________________________________________________________________+++
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ +++____________________________________________________________________________+++
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ +++____________________________________________________________________________+++
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ +++____________________________________________________________________________+++
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ +++____________________________________________________________________________+++
I hereby certify that the information set forth is true and complete I hereby certify that the information set forth is true and complete
to the best of my knowledge. to the best of my knowledge.
Signature: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Signature: +++______________________________________+++
Date: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Date: +++_________________+++
\section*{\pagebreak{}Exhibit B: Project Leadership Committee Conflict Disclosure [[Exhibit-B]]
Form}
== Exhibit B: Project Leadership Committee Conflict Disclosure Form
Each volunteer, academic and/or industry professional that serves Each volunteer, academic and/or industry professional that serves
on a Conservancy Member Project's Project Leadership Committee (PLC) on a Conservancy Member Project's Project Leadership Committee (PLC)
@ -411,30 +437,32 @@ organizational governance.
Committee members must complete this form annually and submit it to Committee members must complete this form annually and submit it to
his or her PLC and to Conservancy's Executive Director. his or her PLC and to Conservancy's Executive Director.
Date: \_\_\_\_\_\_\_\_\_\_\_\_\_ Date: +++_____________+++
Next Form to be completed by (one year from now): \_\_\_\_\_\_\_\_\_\_\_ Next Form to be completed by (one year from now): +++___________+++
Name: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Name: +++____________________________________+++
Date: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Date: +++____________________+++
Position (if applicable): \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Position (if applicable): +++________________________________+++
Employer (if student or self-employed, please indicate): \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Employer (if student or self-employed, please indicate): +++________________________________+++
I affirm the following: I affirm the following:
\begin{itemize}
\item I have received a copy of the Software Freedom Conservancy Conflict * I have received a copy of the Software Freedom Conservancy Conflict
of Interest Policy. \_\_\_\_\_\_\_\_\_ (initial) of Interest Policy. +++_________+++ (initial)
\item I have read and understand the policy, in particular, Section 3 (relating
to PLCs). \_\_\_\_\_\_\_\_\_ (initial) * I have read and understand the policy, in particular, Section 3 (relating
\item I agree to comply with the policy. \_\_\_\_\_\_\_\_\_ (initial) to PLCs). +++_________+++ (initial)
\item I understand that Conservancy is a public charity and in order to
* I agree to comply with the policy. +++_________+++ (initial)
* I understand that Conservancy is a public charity and in order to
maintain its federal tax exemption it must engage primarily in activities maintain its federal tax exemption it must engage primarily in activities
which accomplish one or more of tax-exempt purposes. \_\_\_\_\_\_\_\_\_ which accomplish one or more of tax-exempt purposes. +++_________+++ (initial)
(initial)
\end{itemize} .Disclosures:
Disclosures:
Please describe below any relationships, transactions, positions you Please describe below any relationships, transactions, positions you
(or your family member) hold, or any other circumstances that you (or your family member) hold, or any other circumstances that you
@ -442,24 +470,25 @@ believe could cause a conflict of interest as defined by the Policy
between your duty to your Project and your personal interests, financial between your duty to your Project and your personal interests, financial
or otherwise: or otherwise:
\_\_\_\_\_\_\_\_ I have no conflicts to report +++________+++ I have no conflicts to report
\_\_\_\_\_\_\_\_ I have the following conflicts and/or potential conflicts +++________+++ I have the following conflicts and/or potential conflicts
to report: to report:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ +++____________________________________________________________________________+++
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ +++____________________________________________________________________________+++
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ +++____________________________________________________________________________+++
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ +++____________________________________________________________________________+++
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ +++____________________________________________________________________________+++
I hereby certify that the information set forth is true and complete I hereby certify that the information set forth is true and complete
to the best of my knowledge. to the best of my knowledge.
Signature: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Signature: +++________________________________________+++
Date: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\end{document} Date: +++____________________________________+++