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Conflicts/conflict-of-interest-policy.lyx
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@ -3,11 +3,11 @@
\begin_document \begin_document
\begin_header \begin_header
\textclass article \textclass article
\use_default_options true \use_default_options false
\maintain_unincluded_children false \maintain_unincluded_children false
\language english \language english
\language_package default \language_package default
\inputencoding auto \inputencoding latin9
\fontencoding global \fontencoding global
\font_roman default \font_roman default
\font_sans default \font_sans default
@ -25,6 +25,7 @@
\bibtex_command default \bibtex_command default
\index_command default \index_command default
\paperfontsize default \paperfontsize default
\spacing single
\use_hyperref false \use_hyperref false
\papersize default \papersize default
\use_geometry false \use_geometry false
@ -37,7 +38,7 @@
\use_indices false \use_indices false
\paperorientation portrait \paperorientation portrait
\suppress_date false \suppress_date false
\use_refstyle 1 \use_refstyle 0
\index Index \index Index
\shortcut idx \shortcut idx
\color #008000 \color #008000
@ -84,10 +85,10 @@ Conservancy
\begin_inset Quotes erd \begin_inset Quotes erd
\end_inset \end_inset
) and its member Projects when Conservancy is contemplating entering into ) and its Member Projects when Conservancy contemplates entering into a
a transaction or arrangement that might benefit the private interest of transaction or arrangement that might benefit the private interest of a
a Director, Officer or Staff Member of Conservancy or a Representative Director, Officer or Staff Member of Conservancy or a member of a Project
of a Project Leadership Committee ( Leadership Committee (
\begin_inset Quotes eld \begin_inset Quotes eld
\end_inset \end_inset
@ -95,7 +96,7 @@ PLC
\begin_inset Quotes erd \begin_inset Quotes erd
\end_inset \end_inset
), or might result in a possible excess benefit transaction. ), or might otherwise result in a possible excess benefit transaction.
This Policy is intended to supplement but not replace any applicable state This Policy is intended to supplement but not replace any applicable state
and federal laws governing conflict of interest applicable to nonprofit and federal laws governing conflict of interest applicable to nonprofit
and charitable organizations. and charitable organizations.
@ -110,66 +111,64 @@ Directors, Officers and Staff Members of Conservancy (
\begin_inset Quotes eld \begin_inset Quotes eld
\end_inset \end_inset
Conservancy Interested Persons Conservancy Persons
\begin_inset Quotes erd \begin_inset Quotes erd
\end_inset \end_inset
) each have a duty to protect Conservancy and its Member Projects from violating ) each have a duty to protect Conservancy and its Member Projects from violating
state and federal laws - and to avoid any appearance of impropriety. state and federal laws - and to avoid any appearance of impropriety.
Conservancy Interested Persons serve the public interest and are to have Conservancy Persons serve the public interest and are to have a clear understan
a clear understanding of Conservancy's charitable mission. ding of Conservancy's charitable mission.
All decisions made by Conservancy Interested Persons are to be made solely All decisions made by Conservancy Persons are to be made solely on the
on the basis of a desire to promote the best interests of Conservancy and basis of a desire to promote the best interests of Conservancy and the
the public good. public good.
\end_layout \end_layout
\begin_layout Subsection \begin_layout Subsection
Defining a Conflict of Interest for a Conservancy Interested Person Defining a Conflict of Interest for a Conservancy Person
\end_layout \end_layout
\begin_layout Standard \begin_layout Standard
In general, Conservancy Interested Persons should avoid making decisions In general, Conservancy Persons should avoid making decisions on matters
on matters where their personal interests are at odds with the Conservancy's where their personal interests are at odds with the Conservancy's interests.
interests.
In particular, the following scenarios are to be identified as conflicts In particular, the following scenarios are to be identified as conflicts
of interest: of interest:
\end_layout \end_layout
\begin_layout Itemize \begin_layout Itemize
A Conservancy Interested Person (or a family member of same) is a party A Conservancy Person (or his or her family member) is a party to a contract,
to a contract, or involved in a transaction with Conservancy for goods or involved in a transaction with Conservancy for goods or services.
or services.
\end_layout \end_layout
\begin_layout Itemize \begin_layout Itemize
A Conservancy Interested Person (or a family member of same) is a director, A Conservancy Person (or his or her family member) is a director, officer,
officer, agent, partner, associate, employee, trustee, personal representative, agent, partner, associate, employee, trustee, personal representative,
receiver, guardian, custodian, legal representative or in some other way receiver, guardian, custodian, legal representative or in some other way
has a fiduciary duty to an entity involved in a transaction with Conservancy. has a fiduciary duty to an entity involved in a transaction with Conservancy.
\end_layout \end_layout
\begin_layout Itemize \begin_layout Itemize
A Conservancy Interested Person (or a family member of same) is engaged A Conservancy Person (or his or her family member) is engaged in some capacity
in some capacity or has a material financial interest in a business or or has a material financial interest in a business or enterprise that competes
enterprise that competes with Conservancy or a Conservancy Project. with Conservancy or a Conservancy Project.
\end_layout \end_layout
\begin_layout Itemize \begin_layout Itemize
A Conservancy Interested Person (or a family member of same) has a material A Conservancy Person (or his or her family member) has a material financial
financial interest in or fiduciary duty to an entity Conservancy has engaged interest in, or fiduciary duty to an entity Conservancy has engaged in
in a free software license compliance effort, enforcement effort, or related a free software license compliance effort, enforcement effort, or related
litigation on behalf of a Conservancy project. litigation on behalf of a Conservancy project.
\end_layout \end_layout
\begin_layout Itemize \begin_layout Itemize
A Conservancy Interested Person (or a family member of same) has a material A Conservancy Person (or his or her family member) has a material financial
financial interest in or fiduciary duty to the competitor of an entity interest in or fiduciary duty to the competitor of an entity Conservancy
Conservancy has engaged in a free software license compliance effort, enforceme has engaged in a free software license compliance effort, enforcement effort,
nt effort, or related litigation on behalf of a Conservancy project. or related litigation on behalf of a Conservancy project.
\end_layout \end_layout
@ -178,13 +177,12 @@ Conservancy acknowledges that other situations may create the appearance
of a conflict, or present a duality of interests. of a conflict, or present a duality of interests.
All such circumstances should be disclosed to the Board, as appropriate, 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 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 or relevant Conservancy Persons should take so that Conservancy's
Conservancy's best interests are not compromised by personal interests. best interests are not compromised by personal interests.
\end_layout \end_layout
\begin_layout Subsection \begin_layout Subsection
General Policies for Conservancy Interested Persons General Policies for Conservancy Persons
\end_layout \end_layout
\begin_layout Itemize \begin_layout Itemize
@ -193,9 +191,11 @@ General Policies for Conservancy Interested Persons
No Personal Profit or Gain. No Personal Profit or Gain.
\series default \series default
No Conservancy Interested Person (or family member of the same), shall No Conservancy Person (or family member) shall derive any personal profit
derive any personal profit or gain, directly or indirectly, by reason of or gain, directly or indirectly, by reason of his or her participation
his or her participation with Conservancy. with Conservancy.
Personal profit or gain does not include compensation approved by the Board
for paid employees.
\end_layout \end_layout
@ -205,10 +205,9 @@ No Personal Profit or Gain.
Disclosure and Abstention when Conflicted. Disclosure and Abstention when Conflicted.
\series default \series default
Each Conservancy Interested Person shall disclose to Conservancy's Board Each Conservancy Person shall disclose to Conservancy's Board any conflict
any conflict of interest which he or she may have in any matter pending of interest which he or she may have in any matter pending before Conservancy
before Conservancy and shall refrain from participation in any decision and shall refrain from participation in any decision on such matter.
on such matter.
\end_layout \end_layout
@ -218,15 +217,14 @@ Disclosure and Abstention when Conflicted.
Conservancy Conflict Disclosure Form. Conservancy Conflict Disclosure Form.
\series default \series default
Every six months, each Conservancy Interested Person shall complete a Conservan Every six months, each Conservancy Person shall complete a Conservancy
cy Conflict Disclosure form [FIXME: if this is posted online, then we can Conflict Disclosure form [attached as Exhibit A] and submit it to the Board
have a link; if not, attach it as an Exhibit A] and submit it to the Board
and to Conservancy's General Counsel. and to Conservancy's General Counsel.
\end_layout \end_layout
\begin_layout Subsection \begin_layout Subsection
Conflict Resolution Procedures for Conservancy Interested Persons Conflict Resolution Procedures for Conservancy Persons
\end_layout \end_layout
\begin_layout Itemize \begin_layout Itemize
@ -236,9 +234,9 @@ Disclosure of Conflict When Present.
\series default \series default
Prior to any Board or Board Committee action on a matter or transaction Prior to any Board or Board Committee action on a matter or transaction
involving a conflict of interest, a Conservancy Interested Person having involving a conflict of interest, a Conservancy Person having a conflict
a conflict of interest and who is in attendance at the meeting shall disclose of interest and who is in attendance at the meeting shall disclose all
all facts material to the conflict. facts material to the conflict.
Such disclosure shall be reflected in the minutes of the meeting. Such disclosure shall be reflected in the minutes of the meeting.
If board members are aware that Staff or other volunteers have a conflict 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 of interest, relevant facts should be disclosed by the board member or
@ -253,12 +251,13 @@ Disclosure of Conflict When Present.
Disclosure of Conflict When Absent. Disclosure of Conflict When Absent.
\series default \series default
A Conservancy Interested Person who plans not to attend a meeting at which A Conservancy Person who plans not to attend a meeting at which he or she
he or she has reason to believe that the Board or Board Committee will has reason to believe that the Board or Board Committee will act on a matter
act on a matter in which he or she is conflicted shall disclose to the in which he or she is conflicted shall disclose to the Chair of the meeting
Chair of the meeting all facts material to the conflict of interest. all facts material to the conflict of interest.
The Chairperson shall report the disclosure at the meeting and the disclosure The Chairperson shall report the disclosure at the meeting and the disclosure
shall be reflected in the minutes of the meeting. shall be reflected in the minutes of the meeting.
\end_layout \end_layout
\begin_layout Itemize \begin_layout Itemize
@ -267,13 +266,13 @@ A Conservancy Interested Person who plans not to attend a meeting at which
Participation in Discussions and Votes Regarding Conflicted Matter. Participation in Discussions and Votes Regarding Conflicted Matter.
\series default \series default
A conflicted Conservancy Interested Person shall not participate in or A conflicted Conservancy Person shall not participate in or be permitted
be permitted to hear the Board's or Board Committee's discussion of the to hear the Board's or Board Committee's discussion of the matter where
matter where he or she has a conflict of interest, except to disclose material he or she has a conflict of interest, except to disclose material facts
facts and to respond to questions. and to respond to questions.
The conflicted Conservancy Interested Person shall not attempt to exert The conflicted Conservancy Person shall not attempt to exert his or her
his or her personal influence with respect to the matter, either at or personal influence with respect to the matter, either at or outside the
outside the meeting. meeting.
\end_layout \end_layout
@ -283,9 +282,9 @@ Participation in Discussions and Votes Regarding Conflicted Matter.
Participation in Votes Regarding Conflicted Matter. Participation in Votes Regarding Conflicted Matter.
\series default \series default
A conflicted Conservancy Interested Person may not vote on the Board action A conflicted Conservancy Person may not vote on the Board action with which
with which he or she has a conflict of interest, and shall not be present he or she has a conflict of interest, and shall not be present in the meeting
in the meeting room (or on the conference call) when the vote is taken. 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 His or her ineligibility to vote shall be reflected in the minutes of the
meeting. meeting.
@ -297,9 +296,9 @@ Participation in Votes Regarding Conflicted Matter.
Conflicted Persons Cannot Establish Quorum. Conflicted Persons Cannot Establish Quorum.
\series default \series default
A conflicted Conservancy Interested Person shall not be determining the A conflicted Conservancy Person shall not be determining the presence of
presence of a quorum for purposes of a vote on the matter where he or she a quorum for purposes of a vote on the matter where he or she has a conflict
has a conflict of interest. of interest.
\end_layout \end_layout
@ -309,10 +308,10 @@ Conflicted Persons Cannot Establish Quorum.
Managing an Officer's Conflict of Interest. Managing an Officer's Conflict of Interest.
\series default \series default
If a Conservancy Interested Person is an Officer involved in a decision, If a Conservancy Person is an Officer involved in a decision, matter or
matter or transaction in which he or she has a conflict of interest, he transaction in which he or she has a conflict of interest, he or she must
or she must immediately disclose all facts material to the conflict to immediately disclose all facts material to the conflict to the Chair of
the Chair of the Board (or the Chair's designee). the Board (or the Chair's designee).
The Board must then approve any future decisions, negotiations, and/or The Board must then approve any future decisions, negotiations, and/or
other actions taken by the Officer regarding the conflicted matter, and other actions taken by the Officer regarding the conflicted matter, and
include the person's disclosure of the conflict and the Board's subsequent include the person's disclosure of the conflict and the Board's subsequent
@ -326,15 +325,13 @@ If a Conservancy Interested Person is an Officer involved in a decision,
Managing a Staff Member's Conflict of Interest. Managing a Staff Member's Conflict of Interest.
\series default \series default
If a Conservancy Interested Person is a Staff Member who has been assigned If a Conservancy Person is a Staff Member who has been assigned duties
duties that involve a decision, matter or transaction in which he or she that involve a decision, matter or transaction in which he or she has a
has a conflict of interest, he or she must immediately disclose all facts conflict of interest, he or she must immediately disclose all facts material
material to the conflict to the Executive Director (or the Executive Director's to the conflict to the President (or the President's designee).
designee). The President (or designee) must then approve any future decisions, negotiation
The Executive Director (or designee) must then approve any future decisions, s, and/or other actions taken by the Staff Member regarding the conflicted
negotiations, and/or other actions taken by the Staff Member regarding matter, and file a written report acknowledging the potential conflict.
the conflicted matter, and file a written report acknowledging the potential
conflict.
\end_layout \end_layout
@ -344,10 +341,9 @@ Managing a Staff Member's Conflict of Interest.
Confidentiality of Conflict Disclosures. Confidentiality of Conflict Disclosures.
\series default \series default
Each Conservancy Interested Person shall exercise care not to disclose Each Conservancy Person shall exercise care not to disclose confidential
confidential information acquired in connection with disclosures of conflicts information acquired in connection with disclosures of conflicts of interest
of interest or potential conflicts, which might be adverse to Conservancy's or potential conflicts, which might be adverse to Conservancy's interests.
interests.
\end_layout \end_layout
@ -362,58 +358,78 @@ PLCs are comprised of volunteers, academics, and industry professionals
\begin_inset Quotes eld \begin_inset Quotes eld
\end_inset \end_inset
Representatives PLC Persons
\begin_inset Quotes erd \begin_inset Quotes erd
\end_inset \end_inset
). ).
Conservancy understands and expects that many Representatives exploit professio Conservancy understands and expects that many PLC Persons exploit professional
nal skills relating to their Project as individuals by providing developing, skills relating to their Project as individuals by providing developing,
consulting, and/or training services. consulting, and/or training services.
Nonetheless, each Representative has a duty to act in the best interests Nonetheless, each PLC Person has a duty to act in the best interests of
of his or her Project when making technical decisions about the Project. his or her Project when making technical decisions about the Project.
\end_layout \end_layout
\begin_layout Subsection \begin_layout Subsection
Defining a Conflict of Interest for a Representative Defining a Conflict of Interest for a PLC Person
\end_layout \end_layout
\begin_layout Standard \begin_layout Standard
In general, Representative should avoid making technical decisions on matters In general, PLC Persons should avoid making technical decisions on matters
where their personal and/or professional interests are at odds with his where his or her personal and/or professional interests are at odds with
or her Project's interests. his or her Project's interests.
In particular, the following scenarios are to be identified as conflicts In particular, the following scenarios are to be identified as conflicts
of interest: of interest:
\end_layout \end_layout
\begin_layout Itemize \begin_layout Itemize
A Representative (or a family member of same) is a party to a contract, A PLC Person (or his or her family member) is a party to a contract, or
or involved in a transaction with Conservancy for goods or services relating involved in a transaction with Conservancy for goods or services relating
to his or her Project. 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 \end_layout
\begin_layout Itemize \begin_layout Itemize
A Representative (or a family member of same) is engaged in some capacity A PLC Person (or his or her family member) is an employee, owner, or otherwise
or has a material financial interest in a business or enterprise that competes 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. with his or her Project.
\end_layout \end_layout
\begin_layout Itemize \begin_layout Itemize
A Representative (or a family member of same) is the owner of copyrights A PLC Person (or his or her family member) is the owner of copyrights that
that are the subject of a Conservancy-led compliance effort, enforcement are the subject of a Conservancy-led compliance effort, enforcement effort,
effort, or related litigation - and the Representative (or family member or related litigation -- and the PLC Person (or a family member) has a
of same) has a material financial interest in or fiduciary duty to an entity material financial interest in or fiduciary duty to an entity adverse to
adverse to this effort. 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 \end_layout
@ -422,24 +438,22 @@ Conservancy acknowledges that other situations may create the appearance
of a conflict, or present a duality of interests. of a conflict, or present a duality of interests.
All such circumstances should be disclosed to Conservancy's Executive Director 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 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 what (if any) course of action the PLC or relevant PLC Persons should take
take so that the Project's best interests are not compromised by personal so that the Project's best interests are not compromised by personal interests.
interests.
\end_layout \end_layout
\begin_layout Subsection \begin_layout Subsection
General Policies for Representatives General Policies for PLC Persons
\end_layout \end_layout
\begin_layout Itemize \begin_layout Itemize
\series bold \series bold
No Compensation for Representatives. No Compensation for PLC Persons.
\series default \series default
No Representative shall receive any salary or other substantial benefit No PLC Person shall receive any salary or other substantial benefit from
from Conservancy as compensation for his or her duties as a Representative. Conservancy as compensation for his or her duties as a PLC Person.
\end_layout \end_layout
@ -449,10 +463,10 @@ No Compensation for Representatives.
Disclosure and Abstention when Conflicted. Disclosure and Abstention when Conflicted.
\series default \series default
Each Representative shall disclose to his or her PLC and to Conservancy's Each PLC Person shall disclose to his or her PLC and to Conservancy's Executive
Executive Director any conflict of interest which he or she may have in Director any conflict of interest which he or she may have in any matter
any matter pending before the PLC and shall refrain from participation pending before the PLC and shall refrain from participation in any decision
in any decision on such matter. on such matter.
\end_layout \end_layout
@ -463,10 +477,11 @@ Multiple Employees from the same Employer on a PLC.
\series default \series default
Conservancy discourages the practice of having multiple employees of the Conservancy discourages the practice of having multiple employees of the
same employer serve on the same PLC. same employer serve on the same PLC\SpecialChar \@.
This practice increases the impact of any prospective conflict of interest This practice increases the impact
with the employer on the PLC, and PLCs will have to exercise greater care of any prospective conflict of interest with the employer on the PLC, and
to avoid the influence of the employer's interests. 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 If this situation is unavoidable, PLCs are encouraged to err on the side
of caution in identifying all potential conflicts of interest relating of caution in identifying all potential conflicts of interest relating
to the employer. to the employer.
@ -479,8 +494,9 @@ Conservancy discourages the practice of having multiple employees of the
Conservancy is Final Arbiter. Conservancy is Final Arbiter.
\series default \series default
Each Representative acknowledges that Conservancy is the final arbiter Each PLC Person acknowledges that Conservancy is the final arbiter of any
of any issue relating to potential conflict. issue relating to potential conflict.
\end_layout \end_layout
\begin_layout Itemize \begin_layout Itemize
@ -489,15 +505,14 @@ Conservancy is Final Arbiter.
Project Conflict Disclosure Form. Project Conflict Disclosure Form.
\series default \series default
Each Representative shall complete a Project Conflict Disclosure form [FIXME: Each PLC Person shall complete a Project Conflict Disclosure form [Attached
if this is posted online, then we can have a link; if not, attach it as as Exhibit B] and submit it to the PLC and to Conservancy's Executive Director
an Exhibit A] and submit it to the PLC and to Conservancy's Executive Director
on an annual basis. on an annual basis.
\end_layout \end_layout
\begin_layout Subsection \begin_layout Subsection
Conflict Resolution Procedures for Representatives Conflict Resolution Procedures for PLC Persons
\end_layout \end_layout
\begin_layout Itemize \begin_layout Itemize
@ -507,9 +522,9 @@ Disclosure of Conflict When Present.
\series default \series default
Prior to any PLC or PLC sub-committee action on a matter or transaction 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 involving a conflict of interest, a PLC Person having a conflict of interest
interest and who is in attendance at the meeting shall disclose all facts and who is in attendance at the meeting shall disclose all facts material
material to the conflict. to the conflict.
Such disclosure shall be reflected in the minutes of the meeting. Such disclosure shall be reflected in the minutes of the meeting.
\end_layout \end_layout
@ -520,12 +535,13 @@ Disclosure of Conflict When Present.
Disclosure of Conflict When Absent. Disclosure of Conflict When Absent.
\series default \series default
A Representative who plans not to attend a meeting at which he or she has A PLC Person who plans not to attend a meeting at which he or she has reason
reason to believe that the PLC or PLC sub-committee will act on a matter to believe that the PLC or PLC sub-committee will act on a matter in which
in which he or she is conflicted shall disclose to the Chair of the meeting he or she is conflicted shall disclose to the Chair of the meeting all
all facts material to the conflict of interest. facts material to the conflict of interest.
The Chair shall report the disclosure at the meeting and the disclosure The Chair shall report the disclosure at the meeting and the disclosure
shall be reflected in the minutes of the meeting. shall be reflected in the minutes of the meeting.
\end_layout \end_layout
\begin_layout Itemize \begin_layout Itemize
@ -534,11 +550,11 @@ A Representative who plans not to attend a meeting at which he or she has
Participation in Discussions and Votes Regarding Conflicted Matter. Participation in Discussions and Votes Regarding Conflicted Matter.
\series default \series default
A conflicted Representative shall not participate in or be permitted to A conflicted PLC Person shall not participate in or be permitted to hear
hear the PLC's or PLC sub-committee's discussion of the matter where he the PLC's or PLC sub-committee's discussion of the matter where he or she
or she has a conflict of interest, except to disclose material facts and has a conflict of interest, except to disclose material facts and to respond
to respond to questions. to questions.
The conflicted Representative shall not attempt to exert his or her personal 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. influence with respect to the matter, either at or outside the meeting.
\end_layout \end_layout
@ -549,8 +565,8 @@ Participation in Discussions and Votes Regarding Conflicted Matter.
Participation in Votes Regarding Conflicted Matter. Participation in Votes Regarding Conflicted Matter.
\series default \series default
A conflicted Representative may not vote on the Board action with which A conflicted PLC Person may not vote on the Board action with which he
he or she has a conflict of interest, and shall not be present in the meeting 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. 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 His or her ineligibility to vote shall be reflected in the minutes of the
meeting. meeting.
@ -563,25 +579,26 @@ Participation in Votes Regarding Conflicted Matter.
Conflicted Persons Cannot Establish Quorum. Conflicted Persons Cannot Establish Quorum.
\series default \series default
A conflicted Representative shall not be determining the presence of a A conflicted PLC Person shall not be determining the presence of a quorum
quorum for purposes of a vote on the matter where he or she has a conflict for purposes of a vote on the matter where he or she has a conflict of
of interest. interest.
\end_layout \end_layout
\begin_layout Subsection \begin_layout Subsection
Procedures for Conservancy Retaining Representative's Services Procedures for Conservancy Retaining PLC Person's Services
\end_layout \end_layout
\begin_layout Standard \begin_layout Standard
Notwithstanding the above, Conservancy acknowledges that many Representatives Notwithstanding the above, Conservancy acknowledges that many PLC Persons
are software developers who can provide professional services useful to are software developers who can provide professional services useful to
advance computing and contribute to Conservancy's mission. advance computing and contribute to Conservancy's mission.
In many instances, a Representative will have the strongest mix of credentials, In many instances, a PLC Person will have the strongest mix of credentials,
experience, and available bandwidth to fulfill a software development contract experience, and available bandwidth to fulfill a software development contract
desired by Conservancy and/or a Project. desired by Conservancy and/or a Project.
To address those instances, Conservancy requests Projects to follow the To address those instances, Conservancy requests Projects to follow the
following procedures. following procedures.
\end_layout \end_layout
\begin_layout Itemize \begin_layout Itemize
@ -592,27 +609,27 @@ Drafting the Software Development Proposal.
\series default \series default
PLCs must draft a written proposal for every software development project PLCs must draft a written proposal for every software development project
their Project wishes to fund. their Project wishes to fund.
During the drafting process, if a Representative (or family member of same), During the drafting process, if a PLC Person (or his or her family member),
a Representative's employer and/or a fellow employee of Representative's a PLC Person's employer and/or a fellow employee of PLC Person's employer
employer wish to be considered a candidate to fulfill the funded software wish to be considered a candidate to fulfill the funded software development
development contract, that Representative has a conflict of interest and contract, that PLC Person has a conflict of interest and must recuse herself
must recuse herself or himself from the proposal drafting process, and or himself from the proposal drafting process and abstain from any vote
abstain from any vote to approve that proposal. to approve that proposal.
All other procedures as outlined in Section 3.3 shall still apply. All other procedures as outlined in Section 3.3 shall still apply.
The PLC must document the Representative's abstention from the proposal The PLC must document the PLC Person's abstention from the proposal drafting
drafting process in the minutes of the next PLC meeting. process in the minutes of the next PLC meeting.
\end_layout \end_layout
\begin_layout Itemize \begin_layout Itemize
\series bold \series bold
Selecting a Representative to Fulfill a Contract. Selecting a PLC Person to Fulfill a Contract.
\series default \series default
Once a PLC has drafted and approved a development proposal, the PLC is free Once a PLC has drafted and approved a development proposal, the PLC is free
to consider qualified candidates to fulfill the funded contract. to consider qualified candidates to fulfill the funded contract.
If the PLC wishes to recommend that Conservancy contract with a Representative If the PLC wishes to recommend that Conservancy contract with a PLC Person
to carry out the work, the following criteria must be met: to carry out the work, the following criteria must be met:
\end_layout \end_layout
@ -626,6 +643,7 @@ Suggested Compensation.
The PLC must provide Conservancy's Executive Director (or designee) with The PLC must provide Conservancy's Executive Director (or designee) with
a suggested compensation (converted into an hourly wage) for the software a suggested compensation (converted into an hourly wage) for the software
developer to be retained to fulfill the funded contract. developer to be retained to fulfill the funded contract.
\end_layout \end_layout
\begin_layout Itemize \begin_layout Itemize
@ -634,9 +652,10 @@ Suggested Compensation.
Independent Assessment of Credentials. Independent Assessment of Credentials.
\series default \series default
The PLC (or an unaffiliated PLC member) must provide Conservancy's Executive The PLC (or an unaffiliated PLC Person) must provide Conservancy's Executive
Director (or designee) with a written assessment as to why the Representative Director (or designee) with a written assessment as to why the PLC Person
is uniquely qualified to fulfill the funded contract. is uniquely qualified to fulfill the funded contract.
\end_layout \end_layout
\begin_layout Itemize \begin_layout Itemize
@ -646,10 +665,11 @@ Conservancy Retains Right to Request Competitive Bids.
\series default \series default
PLCs acknowledge that Conservancy retains the right to ask for bids from PLCs acknowledge that Conservancy retains the right to ask for bids from
software developers in addition to Representative to fulfill a given contract. software developers in addition to PLC Person to fulfill a given contract.
Should that instance arise, Conservancy's Executive Director (or designee) Should that instance arise, Conservancy's Executive Director (or designee)
will consult with the PLC to select the candidate best suited to fulfill will consult with the PLC to select the candidate best suited to fulfill
the contract within the budget allotted. the contract within the budget allotted.
\end_layout \end_layout
\end_deeper \end_deeper
@ -664,8 +684,8 @@ PLCs acknowledge that Conservancy holds sole authority to negotiate and
In turn, Conservancy pledges to negotiate all contracts zealously, putting In turn, Conservancy pledges to negotiate all contracts zealously, putting
the best interests of the affected Member Project first. the best interests of the affected Member Project first.
To avoid any conflicts, PLCs must not engage in any pre-negotiation with To avoid any conflicts, PLCs must not engage in any pre-negotiation with
prospective contractors - including Representatives - beyond collecting prospective contractors - including PLC Persons - beyond collecting the
the terms of the developer(s)' bid. terms of the developer(s)' bid.
\end_layout \end_layout
@ -676,7 +696,7 @@ Project Community Members: Participating Corporations and Volunteers
\begin_layout Standard \begin_layout Standard
The work accomplished by Conservancy and its Member Projects would not be The work accomplished by Conservancy and its Member Projects would not be
possible without the generous donation of time, funds, and support Project possible without the generous donation of time, funds, and support Project
Community Members - including participating corporations, sponsors, and Community Members -- including participating corporations, sponsors, and
volunteers alike. volunteers alike.
Community members are not traditionally considered to be Community members are not traditionally considered to be
\begin_inset Quotes eld \begin_inset Quotes eld
@ -686,7 +706,7 @@ interested persons,
\begin_inset Quotes erd \begin_inset Quotes erd
\end_inset \end_inset
all decision-making authority rests with the PLCs and/or Conservancy. and all decision-making authority rests with the PLCs and/or Conservancy.
\end_layout \end_layout
@ -704,6 +724,245 @@ Community Members Cannot Direct Funds.
control over a Project's technical direction beyond what is available to control over a Project's technical direction beyond what is available to
other vocal, active, and contributing community members. 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_layout
\end_body \end_body

502
Conflicts/conflict-of-interest-policy.tex
View file

@ -14,193 +14,202 @@
The purpose of this conflict of interest policy (``Policy'') is The purpose of this conflict of interest policy (``Policy'') is
to protect the Software Freedom Conservancy (``Conservancy'') and to protect the Software Freedom Conservancy (``Conservancy'') and
its member Projects when Conservancy contemplates entering into its Member Projects when Conservancy contemplates entering into a
a transaction or arrangement that might benefit the private interest transaction or arrangement that might benefit the private interest
of a Director, Officer or Staff Member of Conservancy or a Representative of a Director, Officer or Staff Member of Conservancy or a member
of a Project Leadership Committee (``PLC''), or might result in of a Project Leadership Committee (``PLC''), or might otherwise
a possible excess benefit transaction. This Policy is intended to result in a possible excess benefit transaction. This Policy is intended
supplement but not replace any applicable state and federal laws governing to supplement but not replace any applicable state and federal laws
conflict of interest applicable to nonprofit and charitable organizations. governing conflict of interest applicable to nonprofit and charitable
organizations.
\section{Conservancy Directors, Officers and Staff} \section{Conservancy Directors, Officers and Staff}
Directors, Officers and Staff Members of Conservancy (``Conservancy Directors, Officers and Staff Members of Conservancy (``Conservancy
Interested Persons'') each have a duty to protect Conservancy and Persons'') each have a duty to protect Conservancy and its Member
its Member Projects from violating state and federal laws -- and to Projects from violating state and federal laws - and to avoid any
avoid any appearance of impropriety. Conservancy Interested Persons appearance of impropriety. Conservancy Persons serve the public interest
serve the public interest and are to have a clear understanding of and are to have a clear understanding of Conservancy's charitable
Conservancy's charitable mission. All decisions made by Conservancy mission. All decisions made by Conservancy Persons are to be made
Interested Persons are to be made solely on the basis of a desire solely on the basis of a desire to promote the best interests of Conservancy
to promote the best interests of Conservancy and the public good. and the public good.
\subsection{Defining a Conflict of Interest for a Conservancy Interested Person} \subsection{Defining a Conflict of Interest for a Conservancy Person}
In general, Conservancy Interested Persons should avoid making decisions In general, Conservancy Persons should avoid making decisions on matters
on matters where their personal interests are at odds with the Conservancy's where their personal interests are at odds with the Conservancy's
interests. In particular, the following scenarios are to be identified interests. In particular, the following scenarios are to be identified
as conflicts of interest: as conflicts of interest:
\begin{itemize} \begin{itemize}
\item A Conservancy Interested Person (or a family member of same) is a \item A Conservancy Person (or his or her family member) is a party to a
party to a contract, or involved in a transaction with Conservancy contract, or involved in a transaction with Conservancy for goods
for goods or services. or services.
\item A Conservancy Interested Person (or a family member of same) is a \item A Conservancy Person (or his or her family member) is a director,
director, officer, agent, partner, associate, employee, trustee, personal officer, agent, partner, associate, employee, trustee, personal representative,
representative, receiver, guardian, custodian, legal representative receiver, guardian, custodian, legal representative or in some other
or in some other way has a fiduciary duty to an entity involved in way has a fiduciary duty to an entity involved in a transaction with
a transaction with Conservancy. Conservancy.
\item A Conservancy Interested Person (or a family member of same) is engaged \item A Conservancy Person (or his or her family member) is engaged in some
in some capacity or has a material financial interest in a business capacity or has a material financial interest in a business or enterprise
or enterprise that competes with Conservancy or a Conservancy Project. that competes with Conservancy or a Conservancy Project.
\item A Conservancy Interested Person (or a family member of same) has a \item A Conservancy Person (or his or her family member) has a material
material financial interest in, or fiduciary duty to an entity Conservancy financial interest in, or fiduciary duty to an entity Conservancy
has engaged in a free software license compliance effort, enforcement has engaged in a free software license compliance effort, enforcement
effort, or related litigation on behalf of a Conservancy project. effort, or related litigation on behalf of a Conservancy project.
\item A Conservancy Interested Person (or a family member of same) has a \item A Conservancy Person (or his or her family member) has a material
material financial interest in or fiduciary duty to the competitor financial interest in or fiduciary duty to the competitor of an entity
of an entity Conservancy has engaged in a free software license compliance Conservancy has engaged in a free software license compliance effort,
effort, enforcement effort, or related litigation on behalf of a Conservancy enforcement effort, or related litigation on behalf of a Conservancy
project. project.
\end{itemize} \end{itemize}
Conservancy acknowledges that other situations may create the appearance Conservancy acknowledges that other situations may create the appearance
of a conflict, or present a duality of interests. All such circumstances of a conflict, or present a duality of interests. All such circumstances
should be disclosed to the Board, as appropriate, and the Board shall should be disclosed to the Board, as appropriate, and the Board shall
make a decision as to what (if any) course of action Conservancy or make a decision as to what (if any) course of action Conservancy or
relevant Conservancy Interested Persons should take so that Conservancy's relevant Conservancy Persons should take so that Conservancy's best
best interests are not compromised by personal interests. interests are not compromised by personal interests.
\subsection{General Policies for Conservancy Interested Persons} \subsection{General Policies for Conservancy Persons}
\begin{itemize} \begin{itemize}
\item \textbf{No Personal Profit or Gain.} No Conservancy Interested Person \item \textbf{No Personal Profit or Gain.} No Conservancy Person (or family
(or family member of the same), shall derive any personal profit or member) shall derive any personal profit or gain, directly or indirectly,
gain, directly or indirectly, by reason of his or her participation by reason of his or her participation with Conservancy. Personal profit
with Conservancy. or gain does not include compensation approved by the Board for paid
employees.
\item \textbf{Disclosure and Abstention when Conflicted.} Each Conservancy \item \textbf{Disclosure and Abstention when Conflicted.} Each Conservancy
Interested Person shall disclose to Conservancy's Board any conflict Person shall disclose to Conservancy's Board any conflict of interest
of interest which he or she may have in any matter pending before which he or she may have in any matter pending before Conservancy
Conservancy and shall refrain from participation in any decision on and shall refrain from participation in any decision on such matter.
such matter.
\item \textbf{Conservancy Conflict Disclosure Form.} Every six months, each \item \textbf{Conservancy Conflict Disclosure Form.} Every six months, each
Conservancy Interested Person shall complete a Conservancy Conflict Conservancy Person shall complete a Conservancy Conflict Disclosure
Disclosure form {[}FIXME: if this is posted online, then we can have form {[}attached as Exhibit A{]} and submit it to the Board and to
a link; if not, attach it as an Exhibit A{]} and submit it to the Conservancy's General Counsel.
Board and to Conservancy's General Counsel.
\end{itemize} \end{itemize}
\subsection{Conflict Resolution Procedures for Conservancy Interested Persons} \subsection{Conflict Resolution Procedures for Conservancy Persons}
\begin{itemize} \begin{itemize}
\item \textbf{Disclosure of Conflict When Present.} Prior to any Board or \item \textbf{Disclosure of Conflict When Present.} Prior to any Board or
Board Committee action on a matter or transaction involving a conflict Board Committee action on a matter or transaction involving a conflict
of interest, a Conservancy Interested Person having a conflict of of interest, a Conservancy Person having a conflict of interest and
interest and who is in attendance at the meeting shall disclose all who is in attendance at the meeting shall disclose all facts material
facts material to the conflict. Such disclosure shall be reflected to the conflict. Such disclosure shall be reflected in the minutes
in the minutes of the meeting. If board members are aware that Staff of the meeting. If board members are aware that Staff or other volunteers
or other volunteers have a conflict of interest, relevant facts should have a conflict of interest, relevant facts should be disclosed by
be disclosed by the board member or by the interested person him/herself the board member or by the interested person him/herself if invited
if invited to the Board meeting as a guest for purposes of disclosure. to the Board meeting as a guest for purposes of disclosure.
\item \textbf{Disclosure of Conflict When Absent. }A Conservancy Interested \item \textbf{Disclosure of Conflict When Absent. }A Conservancy Person
Person who plans not to attend a meeting at which he or she has reason who plans not to attend a meeting at which he or she has reason to
to believe that the Board or Board Committee will act on a matter believe that the Board or Board Committee will act on a matter in
in which he or she is conflicted shall disclose to the Chair of the which he or she is conflicted shall disclose to the Chair of the meeting
meeting all facts material to the conflict of interest. The Chairperson all facts material to the conflict of interest. The Chairperson shall
shall report the disclosure at the meeting and the disclosure shall report the disclosure at the meeting and the disclosure shall be reflected
be reflected in the minutes of the meeting. in the minutes of the meeting.
\item \textbf{Participation in Discussions and Votes Regarding Conflicted \item \textbf{Participation in Discussions and Votes Regarding Conflicted
Matter.} A conflicted Conservancy Interested Person shall not participate Matter.} A conflicted Conservancy Person shall not participate in
in or be permitted to hear the Board's or Board Committee's discussion or be permitted to hear the Board's or Board Committee's discussion
of the matter where he or she has a conflict of interest, except to of the matter where he or she has a conflict of interest, except to
disclose material facts and to respond to questions. The conflicted disclose material facts and to respond to questions. The conflicted
Conservancy Interested Person shall not attempt to exert his or her Conservancy Person shall not attempt to exert his or her personal
personal influence with respect to the matter, either at or outside influence with respect to the matter, either at or outside the meeting.
the meeting.
\item \textbf{Participation in Votes Regarding Conflicted Matter.} A conflicted \item \textbf{Participation in Votes Regarding Conflicted Matter.} A conflicted
Conservancy Interested Person may not vote on the Board action with Conservancy Person may not vote on the Board action with which he
which he or she has a conflict of interest, and shall not be present or she has a conflict of interest, and shall not be present in the
in the meeting room (or on the conference call) when the vote is taken. meeting room (or on the conference call) when the vote is taken. His
His or her ineligibility to vote shall be reflected in the minutes or her ineligibility to vote shall be reflected in the minutes of
of the meeting. the meeting.
\item \textbf{Conflicted Persons Cannot Establish Quorum.} A conflicted \item \textbf{Conflicted Persons Cannot Establish Quorum.} A conflicted
Conservancy Interested Person shall not be determining the presence Conservancy Person shall not be determining the presence of a quorum
of a quorum for purposes of a vote on the matter where he or she has for purposes of a vote on the matter where he or she has a conflict
a conflict of interest. of interest.
\item \textbf{Managing an Officer's Conflict of Interest. }If a Conservancy \item \textbf{Managing an Officer's Conflict of Interest. }If a Conservancy
Interested Person is an Officer involved in a decision, matter or Person is an Officer involved in a decision, matter or transaction
transaction in which he or she has a conflict of interest, he or she in which he or she has a conflict of interest, he or she must immediately
must immediately disclose all facts material to the conflict to the disclose all facts material to the conflict to the Chair of the Board
Chair of the Board (or the Chair's designee). The Board must then (or the Chair's designee). The Board must then approve any future
approve any future decisions, negotiations, and/or other actions taken decisions, negotiations, and/or other actions taken by the Officer
by the Officer regarding the conflicted matter, and include the person's regarding the conflicted matter, and include the person's disclosure
disclosure of the conflict and the Board's subsequent actions in the of the conflict and the Board's subsequent actions in the minutes
minutes of the next meeting. of the next meeting.
\item \textbf{Managing a Staff Member's Conflict of Interest.} If a Conservancy \item \textbf{Managing a Staff Member's Conflict of Interest.} If a Conservancy
Interested Person is a Staff Member who has been assigned duties that Person is a Staff Member who has been assigned duties that involve
involve a decision, matter or transaction in which he or she has a a decision, matter or transaction in which he or she has a conflict
conflict of interest, he or she must immediately disclose all facts of interest, he or she must immediately disclose all facts material
material to the conflict to the Executive Director (or the Executive to the conflict to the President (or the President's designee). The
Director's designee). The Executive Director (or designee) must then President (or designee) must then approve any future decisions, negotiations,
approve any future decisions, negotiations, and/or other actions taken and/or other actions taken by the Staff Member regarding the conflicted
by the Staff Member regarding the conflicted matter, and file a written matter, and file a written report acknowledging the potential conflict.
report acknowledging the potential conflict.
\item \textbf{Confidentiality of Conflict Disclosures.} Each Conservancy \item \textbf{Confidentiality of Conflict Disclosures.} Each Conservancy
Interested Person shall exercise care not to disclose confidential Person shall exercise care not to disclose confidential information
information acquired in connection with disclosures of conflicts of acquired in connection with disclosures of conflicts of interest or
interest or potential conflicts, which might be adverse to Conservancy's potential conflicts, which might be adverse to Conservancy's interests.
interests.
\end{itemize} \end{itemize}
\section{Project Leadership Committees} \section{Project Leadership Committees}
PLCs are comprised of volunteers, academics, and industry professionals PLCs are comprised of volunteers, academics, and industry professionals
that represent a Project's community and make decisions about a Project's that represent a Project's community and make decisions about a Project's
technical direction (``Representatives''). Conservancy understands technical direction (``PLC Persons''). Conservancy understands and
and expects that many Representatives exploit professional skills expects that many PLC Persons exploit professional skills relating
relating to their Project as individuals by providing developing, to their Project as individuals by providing developing, consulting,
consulting, and/or training services. Nonetheless, each Representative and/or training services. Nonetheless, each PLC Person has a duty
has a duty to act in the best interests of his or her Project when to act in the best interests of his or her Project when making technical
making technical decisions about the Project. decisions about the Project.
\subsection{Defining a Conflict of Interest for a Representative} \subsection{Defining a Conflict of Interest for a PLC Person}
In general, Representative should avoid making technical decisions In general, PLC Persons should avoid making technical decisions on
on matters where their personal and/or professional interests are matters where his or her personal and/or professional interests are
at odds with his or her Project's interests. In particular, the following at odds with his or her Project's interests. In particular, the following
scenarios are to be identified as conflicts of interest: scenarios are to be identified as conflicts of interest:
\begin{itemize} \begin{itemize}
\item A Representative (or a family member of same) is a party to a contract, \item A PLC Person (or his or her family member) is a party to a contract,
or involved in a transaction with Conservancy for goods or services or involved in a transaction with Conservancy for goods or services
relating to his or her Project. relating to his or her Project.
\item A Representative (or a family member of same) is a director, officer, \item A PLC Person (or his or her family member) is an employee, owner,
agent, partner, associate, employee, trustee, personal representative, or otherwise has a financial interest in an entity involved in a transaction
receiver, guardian, custodian, legal representative, or in some way with Conservancy relating to his or her Project.
has a fiduciary duty to an entity involved in a transaction with Conservancy \item A PLC Person (or his or her family member) is a director, officer,
relating to his or her Project. agent, partner, associate, trustee, receiver, guardian, personal representative,
\item A Representative (or a family member of same) is engaged in some capacity 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
or has a material financial interest in a business or enterprise that or has a material financial interest in a business or enterprise that
competes with his or her Project. competes with his or her Project.
\item A Representative (or a family member of same) is the owner of copyrights \item A PLC Person (or his or her family member) is the owner of copyrights
that are the subject of a Conservancy-led compliance effort, enforcement that are the subject of a Conservancy-led compliance effort, enforcement
effort, or related litigation -- and the Representative (or family effort, or related litigation -- and the PLC Person (or a family member)
member of same) has a material financial interest in or fiduciary has a material financial interest in or fiduciary duty to an entity
duty to an entity adverse to this effort. adverse to this effort.
\end{itemize} \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
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 Conservancy acknowledges that other situations may create the appearance
of a conflict, or present a duality of interests. All such circumstances of a conflict, or present a duality of interests. All such circumstances
should be disclosed to Conservancy's Executive Director and to the should be disclosed to Conservancy's Executive Director and to the
PLC, as appropriate, and the PLC shall make a decision as to what PLC, as appropriate, and the PLC shall make a decision as to what
(if any) course of action the PLC or relevant Representatives should (if any) course of action the PLC or relevant PLC Persons should take
take so that the Project's best interests are not compromised by personal so that the Project's best interests are not compromised by personal
interests. interests.
\subsection{General Policies for Representatives} \subsection{General Policies for PLC Persons}
\begin{itemize} \begin{itemize}
\item \textbf{No Compensation for Representatives.} No Representative shall \item \textbf{No Compensation for PLC Persons.} No PLC Person shall receive
receive any salary or other substantial benefit from Conservancy as any salary or other substantial benefit from Conservancy as compensation
compensation for his or her duties as a Representative. for his or her duties as a PLC Person.
\item \textbf{Disclosure and Abstention when Conflicted.} Each Representative \item \textbf{Disclosure and Abstention when Conflicted.} Each PLC Person
shall disclose to his or her PLC and to Conservancy's Executive Director shall disclose to his or her PLC and to Conservancy's Executive Director
any conflict of interest which he or she may have in any matter pending any conflict of interest which he or she may have in any matter pending
before the PLC and shall refrain from participation in any decision before the PLC and shall refrain from participation in any decision
@ -213,75 +222,72 @@ and PLCs will have to exercise greater care to avoid the influence
of the employer's interests. If this situation is unavoidable, PLCs of the employer's interests. If this situation is unavoidable, PLCs
are encouraged to err on the side of caution in identifying all potential are encouraged to err on the side of caution in identifying all potential
conflicts of interest relating to the employer. conflicts of interest relating to the employer.
\item \textbf{Conservancy is Final Arbiter.} Each Representative acknowledges \item \textbf{Conservancy is Final Arbiter.} Each PLC Person acknowledges
that Conservancy is the final arbiter of any issue relating to potential that Conservancy is the final arbiter of any issue relating to potential
conflict. conflict.
\item \textbf{Project Conflict Disclosure Form. }Each Representative shall \item \textbf{Project Conflict Disclosure Form. }Each PLC Person shall complete
complete a Project Conflict Disclosure form {[}FIXME: if this is posted a Project Conflict Disclosure form {[}Attached as Exhibit B{]} and
online, then we can have a link; if not, attach it as an Exhibit A{]} submit it to the PLC and to Conservancy's Executive Director on an
and submit it to the PLC and to Conservancy's Executive Director on annual basis.
an annual basis.
\end{itemize} \end{itemize}
\subsection{Conflict Resolution Procedures for Representatives} \subsection{Conflict Resolution Procedures for PLC Persons}
\begin{itemize} \begin{itemize}
\item \textbf{Disclosure of Conflict When Present.} Prior to any PLC or \item \textbf{Disclosure of Conflict When Present.} Prior to any PLC or
PLC sub-committee action on a matter or transaction involving a conflict PLC sub-committee action on a matter or transaction involving a conflict
of interest, a Representative having a conflict of interest and who of interest, a PLC Person having a conflict of interest and who is
is in attendance at the meeting shall disclose all facts material in attendance at the meeting shall disclose all facts material to
to the conflict. Such disclosure shall be reflected in the minutes 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
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. of the meeting.
\item \textbf{Disclosure of Conflict When Absent. }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.
\item \textbf{Participation in Discussions and Votes Regarding Conflicted \item \textbf{Participation in Discussions and Votes Regarding Conflicted
Matter.} A conflicted Representative shall not participate in or be Matter.} A conflicted PLC Person shall not participate in or be permitted
permitted to hear the PLC's or PLC sub-committee's discussion of the to hear the PLC's or PLC sub-committee's discussion of the matter
matter where he or she has a conflict of interest, except to disclose where he or she has a conflict of interest, except to disclose material
material facts and to respond to questions. The conflicted Representative facts and to respond to questions. The conflicted PLC Person shall
shall not attempt to exert his or her personal influence with respect not attempt to exert his or her personal influence with respect to
to the matter, either at or outside the meeting. the matter, either at or outside the meeting.
\item \textbf{Participation in Votes Regarding Conflicted Matter.} A conflicted \item \textbf{Participation in Votes Regarding Conflicted Matter.} A conflicted
Representative may not vote on the Board action with which he or she PLC Person may not vote on the Board action with which he or she has
has a conflict of interest, and shall not be present in the meeting a conflict of interest, and shall not be present in the meeting room
room (or on the conference call) when the vote is taken. His or her (or on the conference call) when the vote is taken. His or her ineligibility
ineligibility to vote shall be reflected in the minutes of the meeting. to vote shall be reflected in the minutes of the meeting.
\item \textbf{Conflicted Persons Cannot Establish Quorum.} A conflicted \item \textbf{Conflicted Persons Cannot Establish Quorum.} A conflicted
Representative shall not be determining the presence of a quorum for PLC Person shall not be determining the presence of a quorum for purposes
purposes of a vote on the matter where he or she has a conflict of of a vote on the matter where he or she has a conflict of interest.
interest.
\end{itemize} \end{itemize}
\subsection{Procedures for Conservancy Retaining Representative's Services} \subsection{Procedures for Conservancy Retaining PLC Person's Services}
Notwithstanding the above, Conservancy acknowledges that many Representatives Notwithstanding the above, Conservancy acknowledges that many PLC
are software developers who can provide professional services useful Persons are software developers who can provide professional services
to advance computing and contribute to Conservancy's mission. In many useful to advance computing and contribute to Conservancy's mission.
instances, a Representative will have the strongest mix of credentials, In many instances, a PLC Person will have the strongest mix of credentials,
experience, and available bandwidth to fulfill a software development experience, and available bandwidth to fulfill a software development
contract desired by Conservancy and/or a Project. To address those contract desired by Conservancy and/or a Project. To address those
instances, Conservancy requests Projects to follow the following procedures. instances, Conservancy requests Projects to follow the following procedures.
\begin{itemize} \begin{itemize}
\item \textbf{Drafting the Software Development Proposal.} PLCs must draft \item \textbf{Drafting the Software Development Proposal.} PLCs must draft
a written proposal for every software development project their Project a written proposal for every software development project their Project
wishes to fund. During the drafting process, if a Representative (or wishes to fund. During the drafting process, if a PLC Person (or his
family member of same), a Representative's employer and/or a fellow or her family member), a PLC Person's employer and/or a fellow employee
employee of Representative's employer wish to be considered a candidate of PLC Person's employer wish to be considered a candidate to fulfill
to fulfill the funded software development contract, that Representative the funded software development contract, that PLC Person has a conflict
has a conflict of interest and must recuse herself or himself from of interest and must recuse herself or himself from the proposal drafting
the proposal drafting process, and abstain from any vote to approve process and abstain from any vote to approve that proposal. All other
that proposal. All other procedures as outlined in Section 3.3 shall procedures as outlined in Section 3.3 shall still apply. The PLC must
still apply. The PLC must document the Representative's abstention document the PLC Person's abstention from the proposal drafting process
from the proposal drafting process in the minutes of the next PLC in the minutes of the next PLC meeting.
meeting. \item \textbf{Selecting a PLC Person to Fulfill a Contract. }Once a PLC
\item \textbf{Selecting a Representative to Fulfill a Contract. }Once a has drafted and approved a development proposal, the PLC is free to
PLC has drafted and approved a development proposal, the PLC is free consider qualified candidates to fulfill the funded contract. If the
to consider qualified candidates to fulfill the funded contract. If PLC wishes to recommend that Conservancy contract with a PLC Person
the PLC wishes to recommend that Conservancy contract with a Representative
to carry out the work, the following criteria must be met: to carry out the work, the following criteria must be met:
\begin{itemize} \begin{itemize}
@ -290,15 +296,15 @@ Executive Director (or designee) with a suggested compensation (converted
into an hourly wage) for the software developer to be retained to into an hourly wage) for the software developer to be retained to
fulfill the funded contract. fulfill the funded contract.
\item \textbf{Independent Assessment of Credentials.} The PLC (or an unaffiliated \item \textbf{Independent Assessment of Credentials.} The PLC (or an unaffiliated
PLC member) must provide Conservancy's Executive Director (or designee) PLC Person) must provide Conservancy's Executive Director (or designee)
with a written assessment as to why the Representative is uniquely with a written assessment as to why the PLC Person is uniquely qualified
qualified to fulfill the funded contract. to fulfill the funded contract.
\item \textbf{Conservancy Retains Right to Request Competitive Bids.} PLCs \item \textbf{Conservancy Retains Right to Request Competitive Bids.} PLCs
acknowledge that Conservancy retains the right to ask for bids from acknowledge that Conservancy retains the right to ask for bids from
software developers in addition to Representative to fulfill a given software developers in addition to PLC Person to fulfill a given contract.
contract. Should that instance arise, Conservancy's Executive Director Should that instance arise, Conservancy's Executive Director (or designee)
(or designee) will consult with the PLC to select the candidate best will consult with the PLC to select the candidate best suited to fulfill
suited to fulfill the contract within the budget allotted. the contract within the budget allotted.
\end{itemize} \end{itemize}
\item \textbf{Conservancy holds Sole Authority to Negotiate and Execute \item \textbf{Conservancy holds Sole Authority to Negotiate and Execute
Contracts. }PLCs acknowledge that Conservancy holds sole authority Contracts. }PLCs acknowledge that Conservancy holds sole authority
@ -306,7 +312,7 @@ to negotiate and execute contracts on behalf of Member Projects. In
turn, Conservancy pledges to negotiate all contracts zealously, putting turn, Conservancy pledges to negotiate all contracts zealously, putting
the best interests of the affected Member Project first. To avoid the best interests of the affected Member Project first. To avoid
any conflicts, PLCs must not engage in any pre-negotiation with prospective any conflicts, PLCs must not engage in any pre-negotiation with prospective
contractors - including Representatives - beyond collecting the terms contractors - including PLC Persons - beyond collecting the terms
of the developer(s)' bid. of the developer(s)' bid.
\end{itemize} \end{itemize}
@ -316,8 +322,8 @@ The work accomplished by Conservancy and its Member Projects would
not be possible without the generous donation of time, funds, and not be possible without the generous donation of time, funds, and
support Project Community Members -- including participating corporations, support Project Community Members -- including participating corporations,
sponsors, and volunteers alike. Community members are not traditionally sponsors, and volunteers alike. Community members are not traditionally
considered to be ``interested persons,'' all decision-making authority considered to be ``interested persons,'' and all decision-making
rests with the PLCs and/or Conservancy. authority rests with the PLCs and/or Conservancy.
\begin{itemize} \begin{itemize}
\item \textbf{Community Members Cannot Direct Funds.} Community Members \item \textbf{Community Members Cannot Direct Funds.} Community Members
are free to offer suggestions and engage in open dialogue with PLC, are free to offer suggestions and engage in open dialogue with PLC,
@ -326,6 +332,134 @@ each PLC and Conservancy must together maintain sole and final control
over that Project's technical direction and charitable mission. Community over that Project's technical direction and charitable mission. Community
Members who make financial donations do not receive any additional Members who make financial donations do not receive any additional
control over a Project's technical direction beyond what is available control over a Project's technical direction beyond what is available
to other vocal, active, and contributing community members. \end{itemize} to other vocal, active, and contributing community members. \pagebreak{}
\end{itemize}
\section*{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:
\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
maintain its federal tax exemption it must engage primarily in activities
which accomplish one or more of tax-exempt purposes. \_\_\_\_\_\_\_\_\_
(initial)
\end{itemize}
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: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\section*{\pagebreak{}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 state and 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:
\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
maintain its federal tax exemption it must engage primarily in activities
which accomplish one or more of tax-exempt purposes. \_\_\_\_\_\_\_\_\_
(initial)
\end{itemize}
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: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\end{document} \end{document}