diff --git a/Conflicts/conflict-of-interest-policy.lyx b/Conflicts/conflict-of-interest-policy.lyx index b9355f8..75223de 100644 --- a/Conflicts/conflict-of-interest-policy.lyx +++ b/Conflicts/conflict-of-interest-policy.lyx @@ -84,30 +84,271 @@ Conservancy \begin_inset Quotes erd \end_inset -) and its member Projects from when it is contemplating entering into a - transaction or arrangement that might benefit the private interest of an - officer or director of the Organization or might result in a possible excess - benefit transaction. - This policy is intended to supplement but not replace any applicable state +) and its member Projects when Conservancy is contemplating entering into + a transaction or arrangement that might benefit the private interest of + a Director, Officer or Staff Member of Conservancy or a Representative + of a Project Leadership Committee ( +\begin_inset Quotes eld +\end_inset + +PLC +\begin_inset Quotes erd +\end_inset + +), or might 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 Interested 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 Interested Persons serve the public interest and are to have + a clear understanding of Conservancy's charitable mission. + All decisions made by Conservancy Interested 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 Section -Conservancy Board of Directors +\begin_layout Subsection +Defining a Conflict of Interest for a Conservancy Interested Person \end_layout \begin_layout Standard -ASDF +In general, Conservancy Interested 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 Section -Conservancy Officers and Key Employees +\begin_layout Itemize +A Conservancy Interested Person (or a family member of same) is a party + to a contract, or involved in a transaction with Conservancy for goods + or services. +\end_layout + +\begin_layout Itemize +A Conservancy Interested Person (or a family member of same) 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 Interested Person (or a family member of same) 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 Interested Person (or a family member of same) 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 Interested Person (or a family member of same) 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, enforceme +nt effort, or related litigation on behalf of a Conservancy project. + \end_layout \begin_layout Standard -asdfsaf +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 Interested Persons should take so that + Conservancy's best interests are not compromised by personal interests. + +\end_layout + +\begin_layout Subsection +General Policies for Conservancy Interested Persons +\end_layout + +\begin_layout Itemize + +\series bold +No Personal Profit or Gain. + +\series default + No Conservancy Interested Person (or family member of the same), shall + derive any personal profit or gain, directly or indirectly, by reason of + his or her participation with Conservancy. + +\end_layout + +\begin_layout Itemize + +\series bold +Disclosure and Abstention when Conflicted. + +\series default + Each Conservancy Interested 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 Interested Person shall complete a Conservan +cy Conflict Disclosure form [FIXME: if this is posted online, then we can + have a link; if not, attach it as an Exhibit A] and submit it to the Board + and to Conservancy's General Counsel. + +\end_layout + +\begin_layout Subsection +Conflict Resolution Procedures for Conservancy Interested 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 Interested 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 Interested 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 Interested 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 Interested 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 Interested 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 Interested 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 Interested 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 Interested 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 Executive Director (or the Executive Director's + designee). + The Executive Director (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. + +\end_layout + +\begin_layout Itemize + +\series bold +Confidentiality of Conflict Disclosures. + +\series default + Each Conservancy Interested 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 @@ -115,11 +356,354 @@ Project Leadership Committees \end_layout \begin_layout Standard -asdfsadf +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 + +Representatives +\begin_inset Quotes erd +\end_inset + +). + Conservancy understands and expects that many Representatives exploit professio +nal skills relating to their Project as individuals by providing developing, + consulting, and/or training services. + Nonetheless, each Representative 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 Representative +\end_layout + +\begin_layout Standard +In general, Representative should avoid making technical decisions on matters + where their 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 Representative (or a family member of same) 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 Representative (or a family member of same) is a director, officer, agent, + partner, associate, employee, trustee, personal representative, receiver, + guardian, 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 Representative (or a family member of same) 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 Representative (or a family member of same) is the owner of copyrights + that are the subject of a Conservancy-led compliance effort, enforcement + effort, or related litigation - and the Representative (or family member + of same) has a material financial interest in or fiduciary duty to an entity + adverse to this effort. + +\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 Representatives should + take so that the Project's best interests are not compromised by personal + interests. + +\end_layout + +\begin_layout Subsection +General Policies for Representatives +\end_layout + +\begin_layout Itemize + +\series bold +No Compensation for Representatives. + +\series default + No Representative shall receive any salary or other substantial benefit + from Conservancy as compensation for his or her duties as a Representative. + +\end_layout + +\begin_layout Itemize + +\series bold +Disclosure and Abstention when Conflicted. + +\series default + Each Representative 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. + 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 Representative 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 Representative shall complete a Project Conflict Disclosure form [FIXME: + if this is posted online, then we can have a link; if not, attach it as + an Exhibit A] 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 Representatives +\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 Representative 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 Representative 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 Representative 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 Representative 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 Representative 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 Representative 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 Representative's Services +\end_layout + +\begin_layout Standard +Notwithstanding the above, Conservancy acknowledges that many Representatives + are software developers who can provide professional services useful to + advance computing and contribute to Conservancy's mission. + In many instances, a Representative 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 Representative (or family member of same), + a Representative's employer and/or a fellow employee of Representative's + employer wish to be considered a candidate to fulfill the funded software + development contract, that Representative 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 Representative's abstention from the proposal + drafting process in the minutes of the next PLC meeting. + +\end_layout + +\begin_layout Itemize + +\series bold +Selecting a Representative 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 Representative + 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 member) must provide Conservancy's Executive + Director (or designee) with a written assessment as to why the Representative + 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 Representative 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 Representatives - beyond collecting + the terms of the developer(s)' bid. + \end_layout \begin_layout Section -Project Community Members and Volunteers +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 + + 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. + \end_layout \end_body