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#LyX 2.0 created this file. For more info see http://www.lyx.org/
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\lyxformat 413
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\begin_document
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||||
\begin_header
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\textclass article
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\index Index
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\end_index
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\secnumdepth 3
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\tocdepth 3
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\end_header
|
||||
|
||||
\begin_body
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||||
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\begin_layout Title
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Software Freedom Conservancy Conflict of Interest Policy
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\end_layout
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\begin_layout Section
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Purpose
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\end_layout
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\begin_layout Standard
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The purpose of this conflict of interest policy (
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\begin_inset Quotes eld
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||||
\end_inset
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||||
|
||||
Policy
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||||
\begin_inset Quotes erd
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||||
\end_inset
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) is to protect the Software Freedom Conservancy (
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\begin_inset Quotes eld
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\end_inset
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|
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Conservancy
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\begin_inset Quotes erd
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||||
\end_inset
|
||||
|
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) and its Member Projects when Conservancy contemplates entering into a
|
||||
transaction or arrangement that might benefit the private interest of a
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Director, Officer or Staff Member of Conservancy or a member of a Project
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||||
Leadership Committee (
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||||
\begin_inset Quotes eld
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||||
\end_inset
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||||
|
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PLC
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\begin_inset Quotes erd
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\end_inset
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|
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), or might otherwise result in a possible excess benefit transaction.
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This Policy is intended to supplement but not replace any applicable state
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and federal laws governing conflict of interest applicable to nonprofit
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and charitable organizations.
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\end_layout
|
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|
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\begin_layout Section
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Conservancy Directors, Officers and Staff
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\end_layout
|
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|
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\begin_layout Standard
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Directors, Officers and Staff Members of Conservancy (
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||||
\begin_inset Quotes eld
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||||
\end_inset
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Conservancy Persons
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\begin_inset Quotes erd
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\end_inset
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) each have a duty to protect Conservancy and its Member Projects from violating
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state and federal laws - and to avoid any appearance of impropriety.
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Conservancy Persons serve the public interest and are to have a clear understan
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ding of Conservancy's charitable mission.
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All decisions made by Conservancy Persons are to be made solely on the
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basis of a desire to promote the best interests of Conservancy and the
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public good.
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\end_layout
|
||||
|
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\begin_layout Subsection
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Defining a Conflict of Interest for a Conservancy Person
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\end_layout
|
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\begin_layout Standard
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In general, Conservancy Persons should avoid making decisions on matters
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where their personal interests are at odds with the Conservancy's interests.
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In particular, the following scenarios are to be identified as conflicts
|
||||
of interest:
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||||
\end_layout
|
||||
|
||||
\begin_layout Itemize
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||||
A Conservancy Person (or his or her family member) is a party to a contract,
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or involved in a transaction with Conservancy for goods or services.
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|
||||
\end_layout
|
||||
|
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\begin_layout Itemize
|
||||
A Conservancy Person (or his or her family member) is a director, officer,
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agent, partner, associate, employee, trustee, personal representative,
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receiver, guardian, custodian, legal representative or in some other way
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has a fiduciary duty to an entity involved in a transaction with Conservancy.
|
||||
|
||||
\end_layout
|
||||
|
||||
\begin_layout Itemize
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||||
A Conservancy Person (or his or her family member) is engaged in some capacity
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or has a material financial interest in a business or enterprise that competes
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with Conservancy or a Conservancy Project.
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|
||||
\end_layout
|
||||
|
||||
\begin_layout Itemize
|
||||
A Conservancy Person (or his or her family member) has a material financial
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interest in, or fiduciary duty to an entity Conservancy has engaged in
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a free software license compliance effort, enforcement effort, or related
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litigation on behalf of a Conservancy project.
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||||
\end_layout
|
||||
|
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\begin_layout Itemize
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||||
A Conservancy Person (or his or her family member) has a material financial
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||||
interest in or fiduciary duty to the competitor of an entity Conservancy
|
||||
has engaged in a free software license compliance effort, enforcement effort,
|
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or related litigation on behalf of a Conservancy project.
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|
||||
\end_layout
|
||||
|
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\begin_layout Standard
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||||
Conservancy acknowledges that other situations may create the appearance
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of a conflict, or present a duality of interests.
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All such circumstances should be disclosed to the Board, as appropriate,
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and the Board shall make a decision as to what (if any) course of action
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||||
Conservancy or relevant Conservancy Persons should take so that Conservancy's
|
||||
best interests are not compromised by personal interests.
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||||
\end_layout
|
||||
|
||||
\begin_layout Subsection
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||||
General Policies for Conservancy Persons
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\end_layout
|
||||
|
||||
\begin_layout Itemize
|
||||
|
||||
\series bold
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||||
No Personal Profit or Gain.
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||||
|
||||
\series default
|
||||
No Conservancy Person (or family member) shall derive any personal profit
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||||
or gain, directly or indirectly, by reason of his or her participation
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with Conservancy.
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Personal profit or gain does not include compensation approved by the Board
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for paid employees.
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\end_layout
|
||||
|
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\begin_layout Itemize
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\series bold
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Disclosure and Abstention when Conflicted.
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|
||||
\series default
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||||
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
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and shall refrain from participation in any decision on such matter.
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\end_layout
|
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|
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\begin_layout Itemize
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\series bold
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Conservancy Conflict Disclosure Form.
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|
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\series default
|
||||
Every six months, each Conservancy Person shall complete a Conservancy
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Conflict Disclosure form [attached as Exhibit A] and submit it to the Board
|
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and to Conservancy's General Counsel.
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|
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\end_layout
|
||||
|
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\begin_layout Subsection
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||||
Conflict Resolution Procedures for Conservancy Persons
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\end_layout
|
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|
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\begin_layout Itemize
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\series bold
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||||
Disclosure of Conflict When Present.
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\series default
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||||
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.
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Such disclosure shall be reflected in the minutes of the meeting.
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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.
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\end_layout
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\begin_layout Itemize
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\series bold
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Disclosure of Conflict When Absent.
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\series default
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||||
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.
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The Chairperson shall report the disclosure at the meeting and the disclosure
|
||||
shall be reflected in the minutes of the meeting.
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||||
\end_layout
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||||
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\begin_layout Itemize
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\series bold
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||||
Participation in Discussions and Votes Regarding Conflicted Matter.
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||||
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||||
\series default
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||||
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
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and to respond to questions.
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The conflicted Conservancy Person shall not attempt to exert his or her
|
||||
personal influence with respect to the matter, either at or outside the
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||||
meeting.
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||||
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||||
\end_layout
|
||||
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\begin_layout Itemize
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\series bold
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||||
Participation in Votes Regarding Conflicted Matter.
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||||
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\series default
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||||
A conflicted Conservancy Person may not vote on the Board action with which
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he or she has a conflict of interest, and shall not be present in the meeting
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||||
room (or on the conference call) when the vote is taken.
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||||
His or her ineligibility to vote shall be reflected in the minutes of the
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meeting.
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||||
\end_layout
|
||||
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||||
\begin_layout Itemize
|
||||
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||||
\series bold
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||||
Conflicted Persons Cannot Establish Quorum.
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\series default
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||||
A conflicted Conservancy Person shall not be determining the presence of
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||||
a quorum for purposes of a vote on the matter where he or she has a conflict
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||||
of interest.
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||||
|
||||
\end_layout
|
||||
|
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\begin_layout Itemize
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\series bold
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||||
Managing an Officer's Conflict of Interest.
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\series default
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||||
If a Conservancy Person is an Officer involved in a decision, matter or
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||||
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
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||||
the Board (or the Chair's designee).
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||||
The Board must then approve any future decisions, negotiations, and/or
|
||||
other actions taken by the Officer regarding the conflicted matter, and
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||||
include the person's disclosure of the conflict and the Board's subsequent
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actions in the minutes of the next meeting.
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\end_layout
|
||||
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\begin_layout Itemize
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\series bold
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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).
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The President (or designee) must then approve any future decisions, negotiation
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||||
s, and/or other actions taken by the Staff Member regarding the conflicted
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matter, and file a written report acknowledging the potential conflict.
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\end_layout
|
||||
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\begin_layout Itemize
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||||
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\series bold
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||||
Confidentiality of Conflict Disclosures.
|
||||
|
||||
\series default
|
||||
Each Conservancy Person shall exercise care not to disclose confidential
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||||
information acquired in connection with disclosures of conflicts of interest
|
||||
or potential conflicts, which might be adverse to Conservancy's interests.
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|
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\end_layout
|
||||
|
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\begin_layout Section
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Project Leadership Committees
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||||
\end_layout
|
||||
|
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\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 (
|
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\begin_inset Quotes eld
|
||||
\end_inset
|
||||
|
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PLC Persons
|
||||
\begin_inset Quotes erd
|
||||
\end_inset
|
||||
|
||||
).
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||||
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
|
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his or her Project when making technical decisions about the Project.
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\end_layout
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||||
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\begin_layout Subsection
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||||
Defining a Conflict of Interest for a PLC Person
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\end_layout
|
||||
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||||
\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:
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||||
\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.
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||||
|
||||
\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
|
||||
|
|
@ -1,97 +1,93 @@
|
|||
%% LyX 2.0.1 created this file. For more info, see http://www.lyx.org/.
|
||||
%% Do not edit unless you really know what you are doing.
|
||||
\documentclass[english]{article}
|
||||
\usepackage[T1]{fontenc}
|
||||
\usepackage[latin9]{inputenc}
|
||||
\usepackage{babel}
|
||||
\begin{document}
|
||||
Software Freedom Conservancy Conflict of Interest Policy
|
||||
========================================================
|
||||
:Date: 1 March 2012
|
||||
|
||||
\title{Software Freedom Conservancy Conflict of Interest Policy}
|
||||
== Purpose
|
||||
|
||||
\maketitle
|
||||
|
||||
\section{Purpose}
|
||||
|
||||
The purpose of this conflict of interest policy (``Policy'') is
|
||||
to protect the Software Freedom Conservancy (``Conservancy'') 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 (``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.
|
||||
The purpose of this conflict of interest policy (``Policy'') is to protect
|
||||
the Software Freedom Conservancy (``Conservancy'') 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
|
||||
(``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
|
||||
Persons'') 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 understanding 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.
|
||||
Persons'') 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 understanding 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.
|
||||
|
||||
|
||||
\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
|
||||
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:
|
||||
\begin{itemize}
|
||||
\item A Conservancy Person (or his or her family member) is a party to a
|
||||
interests. In particular, the following scenarios are to be identified as
|
||||
conflicts of interest:
|
||||
|
||||
* 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.
|
||||
\item 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.
|
||||
\item A Conservancy Person (or his or her family member) is engaged in some
|
||||
|
||||
* 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.
|
||||
|
||||
* 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.
|
||||
\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
|
||||
has engaged in a free software license compliance effort, enforcement
|
||||
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
|
||||
Conservancy has engaged in a free software license compliance effort,
|
||||
enforcement effort, or related litigation on behalf of a Conservancy
|
||||
project.
|
||||
\end{itemize}
|
||||
|
||||
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.
|
||||
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.
|
||||
|
||||
|
||||
\subsection{General Policies for Conservancy Persons}
|
||||
\begin{itemize}
|
||||
\item \textbf{No Personal Profit or Gain.} No Conservancy Person (or family
|
||||
=== General Policies for Conservancy Persons
|
||||
|
||||
* *No Personal Profit or Gain.* 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.
|
||||
\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
|
||||
which he or she may have in any matter pending before Conservancy
|
||||
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}
|
||||
\begin{itemize}
|
||||
\item \textbf{Disclosure of Conflict When Present.} Prior to any Board or
|
||||
* *Conservancy Conflict Disclosure Form.* Every six months, each
|
||||
Conservancy Person shall complete a Conservancy Conflict Disclosure
|
||||
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
|
||||
of interest, a Conservancy Person having a conflict of interest and
|
||||
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
|
||||
the board member or by the interested person him/herself if invited
|
||||
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
|
||||
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.
|
||||
\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
|
||||
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.
|
||||
\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
|
||||
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.
|
||||
\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
|
||||
for purposes of a vote on the matter where he or she has a conflict
|
||||
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
|
||||
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
|
||||
|
|
@ -133,7 +134,8 @@ 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.
|
||||
\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
|
||||
a decision, matter or transaction in which he or she has a conflict
|
||||
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,
|
||||
and/or other actions taken by the Staff Member regarding the conflicted
|
||||
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
|
||||
acquired in connection with disclosures of conflicts of interest or
|
||||
potential conflicts, which might be adverse to Conservancy's interests.
|
||||
\end{itemize}
|
||||
|
||||
\section{Project Leadership Committees}
|
||||
== Project Leadership Committees
|
||||
|
||||
PLCs are comprised of volunteers, academics, and industry professionals
|
||||
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.
|
||||
|
||||
|
||||
\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
|
||||
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:
|
||||
\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
|
||||
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
|
||||
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,
|
||||
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.
|
||||
\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
|
||||
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
|
||||
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{itemize}
|
||||
|
||||
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
|
||||
|
|
@ -204,66 +211,77 @@ so that the Project's best interests are not compromised by personal
|
|||
interests.
|
||||
|
||||
|
||||
\subsection{General Policies for PLC Persons}
|
||||
\begin{itemize}
|
||||
\item \textbf{No Compensation for PLC Persons.} No PLC Person shall receive
|
||||
=== General Policies for PLC Persons
|
||||
|
||||
|
||||
* *No Compensation for PLC Persons.* No PLC Person shall receive
|
||||
any salary or other substantial benefit from Conservancy as compensation
|
||||
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
|
||||
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.
|
||||
\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
|
||||
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,
|
||||
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.
|
||||
\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
|
||||
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
|
||||
annual basis.
|
||||
\end{itemize}
|
||||
|
||||
\subsection{Conflict Resolution Procedures for PLC Persons}
|
||||
\begin{itemize}
|
||||
\item \textbf{Disclosure of Conflict When Present.} Prior to any PLC or
|
||||
|
||||
[[Procedures-PLC-Persons]]
|
||||
|
||||
=== 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
|
||||
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.
|
||||
\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
|
||||
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.
|
||||
\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
|
||||
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.
|
||||
\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
|
||||
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.
|
||||
\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
|
||||
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
|
||||
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
|
||||
contract desired by Conservancy and/or a Project. To address those
|
||||
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
|
||||
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
|
||||
|
|
@ -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
|
||||
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
|
||||
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
|
||||
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
|
||||
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:
|
||||
|
||||
\begin{itemize}
|
||||
\item \textbf{Suggested Compensation.} The PLC must provide Conservancy's
|
||||
** *Suggested Compensation.* 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.
|
||||
\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)
|
||||
with a written assessment as to why the PLC Person is uniquely qualified
|
||||
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
|
||||
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{itemize}
|
||||
\item \textbf{Conservancy holds Sole Authority to Negotiate and Execute
|
||||
Contracts. }PLCs acknowledge that Conservancy holds sole authority
|
||||
|
||||
* *Conservancy holds Sole Authority to Negotiate and Execute Contracts.*
|
||||
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{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
|
||||
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
|
||||
considered to be ``interested persons,'' and all decision-making
|
||||
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,
|
||||
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. \pagebreak{}
|
||||
\end{itemize}
|
||||
to other vocal, active, and contributing community members.
|
||||
|
||||
\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
|
||||
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
|
||||
of Conservancy's charitable mission. All decisions made by Conservancy
|
||||
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
|
||||
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: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
|
||||
Date: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
|
||||
Name: +++__________________________+++
|
||||
|
||||
Position (employee/officer/trustee): \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
|
||||
Date: +++__________________________+++
|
||||
|
||||
Position (employee/officer/trustee): +++_________________________________+++
|
||||
|
||||
I affirm the following:
|
||||
\begin{itemize}
|
||||
\item I have received a copy of the Software Freedom Conservancy Conflict
|
||||
of Interest Policy. \_\_\_\_\_\_\_\_\_ (initial)
|
||||
\item I have read and understand the policy. \_\_\_\_\_\_\_\_\_ (initial)
|
||||
\item I agree to comply with the policy. \_\_\_\_\_\_\_\_\_ (initial)
|
||||
\item I understand that Conservancy is a public charity and in order to
|
||||
|
||||
* I have received a copy of the Software Freedom Conservancy Conflict
|
||||
of Interest Policy. +++__________________+++ (initial)
|
||||
|
||||
* I have read and understand the policy. +++_________+++ (initial)
|
||||
|
||||
* 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
|
||||
which accomplish one or more of tax-exempt purposes. \_\_\_\_\_\_\_\_\_
|
||||
(initial)
|
||||
\end{itemize}
|
||||
Disclosures:
|
||||
which accomplish one or more of tax-exempt purposes. +++_________+++ (initial)
|
||||
|
||||
.Disclosures:
|
||||
|
||||
Please describe below any relationships, transactions, positions 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
|
||||
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:
|
||||
|
||||
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
|
||||
+++____________________________________________________________________________+++
|
||||
|
||||
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
|
||||
+++____________________________________________________________________________+++
|
||||
|
||||
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
|
||||
+++____________________________________________________________________________+++
|
||||
|
||||
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
|
||||
+++____________________________________________________________________________+++
|
||||
|
||||
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
|
||||
+++____________________________________________________________________________+++
|
||||
|
||||
I hereby certify that the information set forth is true and complete
|
||||
to the best of my knowledge.
|
||||
|
||||
Signature: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
|
||||
Date: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
|
||||
Signature: +++______________________________________+++
|
||||
Date: +++_________________+++
|
||||
|
||||
|
||||
\section*{\pagebreak{}Exhibit B: Project Leadership Committee Conflict Disclosure
|
||||
Form}
|
||||
[[Exhibit-B]]
|
||||
|
||||
== Exhibit B: Project Leadership Committee Conflict Disclosure Form
|
||||
|
||||
Each volunteer, academic and/or industry professional that serves
|
||||
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
|
||||
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: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
|
||||
Date: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
|
||||
Name: +++____________________________________+++
|
||||
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:
|
||||
\begin{itemize}
|
||||
\item I have received a copy of the Software Freedom Conservancy Conflict
|
||||
of Interest Policy. \_\_\_\_\_\_\_\_\_ (initial)
|
||||
\item I have read and understand the policy, in particular, Section 3 (relating
|
||||
to PLCs). \_\_\_\_\_\_\_\_\_ (initial)
|
||||
\item I agree to comply with the policy. \_\_\_\_\_\_\_\_\_ (initial)
|
||||
\item I understand that Conservancy is a public charity and in order to
|
||||
|
||||
* I have received a copy of the Software Freedom Conservancy Conflict
|
||||
of Interest Policy. +++_________+++ (initial)
|
||||
|
||||
* I have read and understand the policy, in particular, Section 3 (relating
|
||||
to PLCs). +++_________+++ (initial)
|
||||
|
||||
* 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
|
||||
which accomplish one or more of tax-exempt purposes. \_\_\_\_\_\_\_\_\_
|
||||
(initial)
|
||||
\end{itemize}
|
||||
Disclosures:
|
||||
which accomplish one or more of tax-exempt purposes. +++_________+++ (initial)
|
||||
|
||||
.Disclosures:
|
||||
|
||||
Please describe below any relationships, transactions, positions 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
|
||||
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:
|
||||
|
||||
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
|
||||
+++____________________________________________________________________________+++
|
||||
|
||||
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
|
||||
+++____________________________________________________________________________+++
|
||||
|
||||
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
|
||||
+++____________________________________________________________________________+++
|
||||
|
||||
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
|
||||
+++____________________________________________________________________________+++
|
||||
|
||||
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
|
||||
+++____________________________________________________________________________+++
|
||||
|
||||
I hereby certify that the information set forth is true and complete
|
||||
to the best of my knowledge.
|
||||
|
||||
Signature: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
|
||||
Date: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
|
||||
\end{document}
|
||||
Signature: +++________________________________________+++
|
||||
|
||||
Date: +++____________________________________+++
|
||||
|
||||
Loading…
Reference in a new issue