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# Software Freedom Conservancy Conflict of Interest Policy
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## Purpose
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The purpose of this conflict of interest policy ("Policy") is to protect
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the Software Freedom Conservancy ("Conservancy") and its Member Projects
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when Conservancy contemplates entering into a transaction or arrangement
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that might benefit the private interest of a Director, Officer or Staff
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Member of Conservancy or a member of a Project Leadership Committee
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("PLC"), or might otherwise result in a possible excess benefit
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transaction. This Policy is intended to supplement but not replace any
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applicable state and federal laws governing conflict of interest
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applicable to nonprofit and charitable organizations.
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## Conservancy Directors, Officers and Staff
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Directors, Officers and Staff Members of Conservancy ("Conservancy
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Persons") each have a duty to protect Conservancy and its Member Projects
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from violating New York State and USA federal -- and to avoid any appearance of
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impropriety. Conservancy Persons serve the public interest and are to have
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a clear understanding of Conservancy's charitable mission. All decisions
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made by Conservancy Persons are to be made solely on the basis of a desire
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to promote the best interests of Conservancy and the public good.
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### Defining a Conflict of Interest for a Conservancy Person
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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
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interests. In particular, the following scenarios are to be identified as
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conflicts of interest:
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* A Conservancy Person (or his or her family member) is a party to a
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contract, or involved in a transaction with Conservancy for goods
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or services.
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* A Conservancy Person (or his or her family member) is a director,
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officer, agent, partner, associate, employee, trustee, personal
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representative, receiver, guardian, custodian, legal representative or in
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some other way has a fiduciary duty to an entity involved in a transaction
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with Conservancy.
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* A Conservancy Person (or his or her family member) is engaged in a substantial
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capacity or has a material financial interest in a for-profit enterprise
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that competes with Conservancy or a Conservancy Project.
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* A Conservancy Person (or his or her family member) has a material
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financial interest in, or fiduciary duty to an entity Conservancy
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has engaged in a free software license compliance effort, enforcement
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effort, or related litigation on behalf of a Conservancy project.
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* A Conservancy Person (or his or her family member) has a material
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financial interest in or fiduciary duty to the competitor of an entity
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Conservancy has engaged in a free software license compliance effort,
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enforcement effort, or related litigation on behalf of a Conservancy
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project.
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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. All such circumstances
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should be disclosed to the Board, as appropriate, and the Board shall make
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a decision as to what (if any) course of action Conservancy or relevant
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Conservancy Persons should take so that Conservancy's best interests are
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not compromised by personal interests.
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### General Policies for Conservancy Persons
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* **No Personal Profit or Gain.** No Conservancy Person (or family
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member) shall derive any personal profit or gain, directly or indirectly,
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by reason of his or her participation with Conservancy. Personal profit
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or gain does not include compensation approved by the Board for paid
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employees, or reimbursement of legitimate Conservancy expenses.
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* **Disclosure and Abstention when Conflicted.** Each Conservancy
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Person shall disclose to Conservancy's Board any conflict of interest
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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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* **Conservancy Conflict Disclosure Form.** Every six months, each
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Conservancy Person shall complete a Conservancy Conflict Disclosure
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form attached as Exhibit A and submit it to the Board and to
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Conservancy's General Counsel.
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### Conflict Resolution Procedures for Conservancy Persons
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* **Disclosure of Conflict When Present.** Prior to any Board or
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Board Committee action on a matter or transaction involving a conflict
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of interest, a Conservancy Person having a conflict of interest and
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who is in attendance at the meeting shall disclose all facts material
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to the conflict. Such disclosure shall be reflected in the minutes
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of the meeting. If board members are aware that Staff or other volunteers
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have a conflict of interest, relevant facts should be disclosed by
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the board member or by the interested person him/herself if invited
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to the Board meeting as a guest for purposes of disclosure.
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* **Disclosure of Conflict When Absent.** A Conservancy Person
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who plans not to attend a meeting at which he or she has reason to
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believe that the Board or Board Committee will act on a matter in
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which he or she is conflicted shall disclose to the Chair of the meeting
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all facts material to the conflict of interest. The Chairperson shall
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report the disclosure at the meeting and the disclosure shall be reflected
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in the minutes of the meeting.
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* **Participation in Discussions and Votes Regarding Conflicted Matter.**
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On a matter in which a Conservancy Person has a conflict of interest, the
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conflicted Conservancy Person must abstain from, and must not hear nor
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read the pre-vote discussions of the matter by the Board or Board
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Committee, except to disclose material facts and to respond to
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questions. The conflicted Conservancy Person shall not attempt to exert
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his or her personal influence with respect to the matter, either at or
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outside the meeting. The Conflicted Person may read minutes and/or
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logs of the matter's discussion after voting is complete.
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* **Participation in Votes Regarding Conflicted Matter.** A conflicted
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Conservancy Person may not vote on the Board action with which he
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or she has a conflict of interest, and shall not be present in the
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meeting room (or on the conference call) when the vote is taken. His
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or her ineligibility to vote shall be reflected in the minutes of
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the meeting.
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* **Conflicted Persons Cannot Establish Quorum.** A conflicted
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Conservancy Person shall not be determining the presence of a quorum
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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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* **Managing an Officer's Conflict of Interest.** If a Conservancy
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Person is an Officer involved in a decision, matter or transaction
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in which he or she has a conflict of interest, he or she must immediately
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disclose all facts material to the conflict to the Chair of the Board
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(or the Chair's designee). The Board must then approve any future
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decisions, negotiations, and/or other actions taken by the Officer
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regarding the conflicted matter, and include the person's disclosure
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of the conflict and the Board's subsequent actions in the minutes
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of the next meeting.
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* **Managing a Staff Member's Conflict of Interest.** If a Conservancy
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Person is a Staff Member who has been assigned duties that involve
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a decision, matter or transaction in which he or she has a conflict
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of interest, he or she must immediately disclose all facts material
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to the conflict to the President (or the President's designee). The
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President (or designee) must then approve any future decisions, negotiations,
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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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* **Confidentiality of Conflict Disclosures.** Each Conservancy
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Person shall exercise care not to disclose confidential information
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acquired in connection with disclosures of conflicts of interest or
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potential conflicts, which might be adverse to Conservancy's interests.
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## Project Leadership Committees
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PLCs are comprised of volunteers, academics, and industry professionals
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that represent a Project's community and make decisions about a Project's
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technical direction ("PLC Persons"). Conservancy understands and
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expects that many PLC Persons exploit professional skills relating
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to their Project as individuals by providing developing, consulting,
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and/or training services. Nonetheless, each PLC Person has a duty
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to act in the best interests of his or her Project when making technical
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decisions about the Project.
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### Defining a Conflict of Interest for a PLC Person
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In general, PLC Persons should avoid making technical decisions on
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matters where his or her personal and/or professional interests are
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at odds with his or her Project's interests. In particular, the following
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scenarios are to be identified as conflicts of interest:
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* A PLC 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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relating to his or her Project.
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* A PLC Person (or his or her family member) is an employee, owner,
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or otherwise has a financial interest in an entity involved in a transaction
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with Conservancy relating to his or her Project.
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* A PLC Person (or his or her family member) is a director, officer,
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agent, partner, associate, trustee, receiver, guardian, personal representative,
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custodian, legal representative or in some way has a fiduciary duty
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to an entity involved in a transaction with Conservancy relating to
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his or her Project.
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* A PLC Person (or his or her family member) is engaged in a substantial capacity
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or has a material financial interest in a for-profit enterprise that
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competes with his or her Project.
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* A PLC Person (or his or her family member) is the owner of copyrights
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that are the subject of a Conservancy-led compliance effort, enforcement
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effort, or related litigation -- and the PLC Person (or a family member)
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has a material financial interest in or fiduciary duty to an entity
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adverse to this effort.
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Conservancy further notes that a scenario may arise where a PLC Person
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(or his or her family member) works for, owns, or otherwise has a
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financial interest in an entity that competes with a second entity
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involved in a transaction with Conservancy regarding the Project in
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question. This may or may not result in a conflict of interest, depending
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on the specific facts. Should this scenario arise, Conservancy requests
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that the circumstances be disclosed to Conservancy's Executive Director
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and to the PLC.
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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. All such circumstances
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should be disclosed to Conservancy's Executive Director and to the
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PLC, as appropriate, and the PLC shall make a decision as to what
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(if any) course of action the PLC or relevant PLC Persons should take
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so that the Project's best interests are not compromised by personal
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interests.
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### General Policies for PLC Persons
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* **No Compensation for PLC Persons.** No PLC Person shall receive any
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salary or other substantial benefit from Conservancy as compensation for his
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or her duties as a PLC Person. Compensation does not include reimbursement
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of legitimate Project expenses.
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* **Disclosure and Abstention when Conflicted.** Each PLC Person
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shall disclose to his or her PLC and to Conservancy's Executive Director
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any conflict of interest which he or she may have in any matter pending
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before the PLC and shall refrain from participation in any decision
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on such matter.
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* **Multiple Employees from the same Employer on a PLC.** Conservancy
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discourages the practice of having multiple employees of the same
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employer serve on the same PLC. This practice increases the impact
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of any prospective conflict of interest with the employer on the PLC,
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and PLCs will have to exercise greater care to avoid the influence
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of the employer's interests. If this situation is unavoidable, PLCs
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are encouraged to err on the side of caution in identifying all potential
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conflicts of interest relating to the employer.
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* **Conservancy is Final Arbiter.** Each PLC Person acknowledges
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that Conservancy is the final arbiter of any issue relating to potential
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conflict.
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* **Project Conflict Disclosure Form.** Each PLC Person shall complete
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a Project Conflict Disclosure form attached as Exhibit B and
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submit it to the PLC and to Conservancy's Executive Director on an
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annual basis.
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### Conflict Resolution Procedures for PLC Persons
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* **Disclosure of Conflict When Present.** Prior to any PLC or
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PLC sub-committee action on a matter or transaction involving a conflict
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of interest, a PLC Person having a conflict of interest and who is
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in attendance at the meeting shall disclose all facts material to
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the conflict. Such disclosure shall be reflected in the minutes of
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the meeting.
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* **Disclosure of Conflict When Absent.** A PLC Person who plans
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not to attend a meeting at which he or she has reason to believe that
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the PLC or PLC sub-committee will act on a matter in which he or she
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is conflicted shall disclose to the Chair of the meeting all facts
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material to the conflict of interest. The Chair shall report the disclosure
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at the meeting and the disclosure shall be reflected in the minutes
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of the meeting.
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* **Participation in Discussions and Votes Regarding Conflicted Matter.**
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On a matter in which a PLC Person has a conflict of interest, the
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conflicted PLC Person must abstain from, and must not hear nor
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read the pre-vote discussions of the matter by the PLC or PLC
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sub-committee, except to disclose material facts and to respond to
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questions. The conflicted PLC Person shall not attempt to exert
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his or her personal influence with respect to the matter, either at or
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outside the meeting. The conflicted PLC Person may read minutes and/or
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logs of the matter's discussion after voting is complete.
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* **Participation in Votes Regarding Conflicted Matter.** A conflicted
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PLC Person may not vote on the PLC action with which he or she has
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a conflict of interest, and shall not be present in the meeting room
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(or on the conference call) when the vote is taken. His or her ineligibility
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to vote shall be reflected in the minutes of the meeting.
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* **Conflicted Persons Cannot Establish Quorum.** A conflicted
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PLC Person shall not be determining the presence of a quorum for purposes
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of a vote on the matter where he or she has a conflict of interest.
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### Procedures for Conservancy Retaining PLC Person's Services
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Notwithstanding the above, Conservancy acknowledges that many PLC
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Persons are technical service contractors (e.g., software developers, documentation writers, website developers, etc.) who can provide professional services useful to advance computing and contribute to Conservancy's mission.
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In many instances, a PLC Person will have the strongest mix of credentials,
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experience, and interest and availability to fulfill a technical service
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contract desired by Conservancy and/or a Project. To address those
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instances, Conservancy requests Projects to follow the following procedures.
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* **Drafting the Technical Service Proposal.** PLCs must draft
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a written proposal for every technical service project their Project
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wishes to fund. During the drafting process, if a PLC Person (or his
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or her family member), a PLC Person's employer and/or a fellow employee
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of PLC Person's employer wish to be considered a candidate to fulfill
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the funded technical service contract, that PLC Person has a conflict
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of interest and must recuse herself or himself from the proposal drafting
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process, except to disclose material facts and to respond to questions,
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and must abstain from any vote to approve that proposal. All other
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procedures as outlined in [Conflict Resolution Procedures for PLC Persons](#conflict-resolution-procedures-for-plc-persons) shall still apply. The PLC must
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document the PLC Person's abstention from the proposal drafting process
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in the minutes of the next PLC meeting.
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* **Selecting a PLC Person to Fulfill a Contract.** Once a PLC
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has drafted and approved a technical service proposal, the PLC is free to
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consider qualified candidates to fulfill the funded contract. If the
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PLC wishes to recommend that Conservancy contract with a PLC Person
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to carry out the work, the following criteria must be met:
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* **Suggested Compensation.** The PLC must provide Conservancy's
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Executive Director (or designee) with a suggested compensation (converted
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into an hourly wage) for the technical service contractor to be retained to
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fulfill the funded contract.
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* **Independent Assessment of Credentials.** The PLC (or an unaffiliated
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PLC Person) must provide Conservancy's Executive Director (or designee)
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with a written assessment as to why the PLC Person is uniquely qualified
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to fulfill the funded contract.
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* **Conservancy Retains Right to Request Competitive Bids.** PLCs
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acknowledge that Conservancy retains the right to ask for bids from
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technical service contractors in addition to PLC Person to fulfill a given contract.
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Should that instance arise, Conservancy's Executive Director (or designee)
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will consult with the PLC to select the candidate best suited to fulfill
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the contract within the budget allotted.
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* **Conservancy holds Sole Authority to Negotiate and Execute Contracts.**
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PLCs acknowledge that Conservancy holds sole authority
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to negotiate and execute contracts on behalf of Member Projects. In
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turn, Conservancy pledges to negotiate all contracts zealously, putting
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the best interests of the affected Member Project first. To avoid
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any conflicts, PLCs must not engage in any pre-negotiation with prospective
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technical service contractors -- including PLC Persons -- beyond collecting the terms
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of the technical service contractor(s)' bid.
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## Project Community Members: Participating Corporations and Volunteers
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The work accomplished by Conservancy and its Member Projects would
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not be possible without the generous donation of time, funds, and
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support Project Community Members -- including participating corporations,
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sponsors, and volunteers alike. Community members are not traditionally
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considered to be "interested persons," and all decision-making
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authority rests with the PLCs and/or Conservancy.
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* **Community Members Cannot Direct Funds.** Community Members
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are free to offer suggestions and engage in open dialogue with PLCs and/or
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key developers and architects regarding a Project's technical direction. However,
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each PLC and Conservancy must together maintain sole and final control
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over that Project's technical direction and charitable mission. Community
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Members who make financial donations do not receive any additional
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control over a Project's technical direction beyond what is available
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to other vocal, active, and contributing community members.
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## Exhibit A: Conservancy Conflict Disclosure Form
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Directors, Officers and Staff Members of Conservancy each have a duty
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to protect Conservancy and its Member Projects from violating state
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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
|
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Persons are to be made solely on the basis of a desire to promote
|
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the best interests of Conservancy and the public good.
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This Form is to be completed every six months and submitted to the
|
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Chairperson of Conservancy's Board and to Conservancy's General Counsel.
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Date: `__________________________`
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Next Form to be completed by (six months from now):
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Name: `__________________________`
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Date: `__________________________`
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Position (employee/officer/trustee): `_________________________________`
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I affirm the following:
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* I have received a copy of the Software Freedom Conservancy Conflict
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of Interest Policy. `__________________` (initial)
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* I have read and understand the policy. `_________` (initial)
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* I agree to comply with the policy. `_________` (initial)
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* I understand that Conservancy is a public charity and in order to
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maintain its federal tax exemption it must engage primarily in activities
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which accomplish one or more of tax-exempt purposes. `_________` (initial)
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Disclosures:
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Please describe below any relationships, transactions, positions you
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(or your family member) hold, or any other circumstances that you
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believe could cause a conflict of interest as defined by the Policy
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between your duty to Conservancy and your personal interests, financial
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or otherwise:
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`________` I have no conflicts to report
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`________` I have the following conflicts and/or potential conflicts
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to report:
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__________________________________________________________________________
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__________________________________________________________________________
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__________________________________________________________________________
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__________________________________________________________________________
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__________________________________________________________________________
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I hereby certify that the information set forth is true and complete
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to the best of my knowledge.
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Signature: `______________________________________`
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Date: `_________________`
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## Exhibit B: Project Leadership Committee Conflict Disclosure Form
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Each volunteer, academic and/or industry professional that serves
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on a Conservancy Member Project's Project Leadership Committee (PLC)
|
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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 New York State and USA federal laws associated with non-profit
|
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organizational governance.
|
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Committee members must complete this form annually and submit it to
|
||||
his or her PLC and to Conservancy's Executive Director.
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Date: `_____________`
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Next Form to be completed by (one year from now): `___________`
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Name: `____________________________________`
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Date: `____________________`
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Position (if applicable): `________________________________`
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Employer (if student or self-employed, please indicate): `________________________________`
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I affirm the following:
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|
||||
* 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)
|
||||
|
||||
Disclosures:
|
||||
|
||||
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:
|
||||
|
||||
`________` I have no conflicts to report
|
||||
|
||||
`________` 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: `____________________________________`
|
||||
|
||||
|
|
@ -1,498 +1,4 @@
|
|||
Software Freedom Conservancy Conflict of Interest Policy
|
||||
========================================================
|
||||
|
||||
== 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.
|
||||
|
||||
|
||||
== 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 New York State and USA federal -- 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.
|
||||
|
||||
|
||||
=== 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:
|
||||
|
||||
* 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.
|
||||
|
||||
* 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 a substantial
|
||||
capacity or has a material financial interest in a for-profit enterprise
|
||||
that competes with Conservancy or a Conservancy Project.
|
||||
|
||||
* 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.
|
||||
|
||||
* 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.
|
||||
|
||||
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.
|
||||
|
||||
|
||||
=== 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, or reimbursement of legitimate Conservancy expenses.
|
||||
|
||||
* *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.
|
||||
|
||||
* *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
|
||||
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.
|
||||
|
||||
* *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.
|
||||
|
||||
* *Participation in Discussions and Votes Regarding Conflicted Matter.*
|
||||
On a matter in which a Conservancy Person has a conflict of interest, the
|
||||
conflicted Conservancy Person must abstain from, and must not hear nor
|
||||
read the pre-vote discussions of the matter by the Board or Board
|
||||
Committee, 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. The Conflicted Person may read minutes and/or
|
||||
logs of the matter's discussion after voting is complete.
|
||||
|
||||
* *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.
|
||||
|
||||
* *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.
|
||||
|
||||
* *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
|
||||
(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.
|
||||
|
||||
* *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
|
||||
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.
|
||||
|
||||
* *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.
|
||||
|
||||
== 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
|
||||
technical direction (``PLC Persons''). Conservancy understands and
|
||||
expects that many PLC Persons exploit professional skills relating
|
||||
to their Project as individuals by providing developing, consulting,
|
||||
and/or training services. Nonetheless, each PLC Person has a duty
|
||||
to act in the best interests of his or her Project when making technical
|
||||
decisions about the Project.
|
||||
|
||||
|
||||
=== 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:
|
||||
|
||||
* 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.
|
||||
|
||||
* 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.
|
||||
|
||||
* 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.
|
||||
|
||||
* A PLC Person (or his or her family member) is engaged in a substantial capacity
|
||||
or has a material financial interest in a for-profit enterprise that
|
||||
competes with his or her Project.
|
||||
|
||||
* 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.
|
||||
|
||||
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.
|
||||
|
||||
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.
|
||||
|
||||
|
||||
=== 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.
|
||||
Compensation does not include reimbursement of legitimate Project
|
||||
expenses.
|
||||
|
||||
* *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.
|
||||
|
||||
* *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
|
||||
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.
|
||||
|
||||
* *Conservancy is Final Arbiter.* Each PLC Person acknowledges
|
||||
that Conservancy is the final arbiter of any issue relating to potential
|
||||
conflict.
|
||||
|
||||
* *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.
|
||||
|
||||
|
||||
[[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.
|
||||
|
||||
* *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.
|
||||
|
||||
* *Participation in Discussions and Votes Regarding Conflicted Matter.*
|
||||
On a matter in which a PLC Person has a conflict of interest, the
|
||||
conflicted PLC Person must abstain from, and must not hear nor
|
||||
read the pre-vote discussions of the matter by the PLC or PLC
|
||||
sub-committee, 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. The conflicted PLC Person may read minutes and/or
|
||||
logs of the matter's discussion after voting is complete.
|
||||
|
||||
* *Participation in Votes Regarding Conflicted Matter.* A conflicted
|
||||
PLC Person may not vote on the PLC 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.
|
||||
|
||||
* *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.
|
||||
|
||||
|
||||
=== Procedures for Conservancy Retaining PLC Person's Services
|
||||
|
||||
Notwithstanding the above, Conservancy acknowledges that many PLC
|
||||
Persons are technical service contractors (e.g., software developers, documentation writers, website developers, etc.) 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 interest and availability to fulfill a technical service
|
||||
contract desired by Conservancy and/or a Project. To address those
|
||||
instances, Conservancy requests Projects to follow the following procedures.
|
||||
|
||||
* *Drafting the Technical Service Proposal.* PLCs must draft
|
||||
a written proposal for every technical service 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 technical service contract, that PLC Person has a conflict
|
||||
of interest and must recuse herself or himself from the proposal drafting
|
||||
process, except to disclose material facts and to respond to questions,
|
||||
and must abstain from any vote to approve that proposal. All other
|
||||
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.
|
||||
|
||||
* *Selecting a PLC Person to Fulfill a Contract.* Once a PLC
|
||||
has drafted and approved a technical service 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:
|
||||
|
||||
** *Suggested Compensation.* The PLC must provide Conservancy's
|
||||
Executive Director (or designee) with a suggested compensation (converted
|
||||
into an hourly wage) for the technical service contractor to be retained to
|
||||
fulfill the funded contract.
|
||||
|
||||
** *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.
|
||||
|
||||
** *Conservancy Retains Right to Request Competitive Bids.* PLCs
|
||||
acknowledge that Conservancy retains the right to ask for bids from
|
||||
technical service contractors 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.
|
||||
|
||||
* *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
|
||||
technical service contractors -- including PLC Persons -- beyond collecting the terms
|
||||
of the technical service contractor(s)' bid.
|
||||
|
||||
|
||||
== 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
|
||||
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.
|
||||
|
||||
* *Community Members Cannot Direct Funds.* Community Members
|
||||
are free to offer suggestions and engage in open dialogue with PLCs and/or
|
||||
key developers and architects 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.
|
||||
|
||||
|
||||
[[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
|
||||
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.
|
||||
|
||||
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: +++__________________________+++
|
||||
|
||||
Next Form to be completed by (six months from now):
|
||||
|
||||
Name: +++__________________________+++
|
||||
|
||||
Date: +++__________________________+++
|
||||
|
||||
Position (employee/officer/trustee): +++_________________________________+++
|
||||
|
||||
I affirm the following:
|
||||
|
||||
* 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)
|
||||
|
||||
.Disclosures:
|
||||
|
||||
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:
|
||||
|
||||
+++________+++ I have no conflicts to report
|
||||
|
||||
+++________+++ 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: +++_________________+++
|
||||
|
||||
|
||||
[[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)
|
||||
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 New York State and USA federal laws associated with non-profit
|
||||
organizational governance.
|
||||
|
||||
Committee members must complete this form annually and submit it to
|
||||
his or her PLC and to Conservancy's Executive Director.
|
||||
|
||||
Date: +++_____________+++
|
||||
|
||||
Next Form to be completed by (one year from now): +++___________+++
|
||||
|
||||
Name: +++____________________________________+++
|
||||
Date: +++____________________+++
|
||||
|
||||
Position (if applicable): +++________________________________+++
|
||||
|
||||
Employer (if student or self-employed, please indicate): +++________________________________+++
|
||||
|
||||
I affirm the following:
|
||||
|
||||
* 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)
|
||||
|
||||
.Disclosures:
|
||||
|
||||
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:
|
||||
|
||||
+++________+++ I have no conflicts to report
|
||||
|
||||
+++________+++ 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: +++____________________________________+++
|
||||
The Conservancy Travel Policy is now published at
|
||||
<https://sfconservancy.org/projects/policies/conflict-of-interest-policy.html>.
|
||||
|
||||
The source code is `conflict-of-interest-policy.md` in this directory.
|
||||
|
|
|
|||
Loading…
Reference in a new issue