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

514
Conflicts/conflict-of-interest-policy.tex
View file

@ -14,193 +14,202 @@
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 Representative
of a Project Leadership Committee (``PLC''), or might result in
a possible excess benefit transaction. This Policy is intended to
supplement but not replace any applicable state and federal laws governing
conflict of interest applicable to nonprofit and charitable organizations.
its Member Projects when Conservancy contemplates entering into a
transaction or arrangement that might benefit the private interest
of a Director, Officer or Staff Member of Conservancy or a member
of a Project Leadership Committee (``PLC''), or might otherwise
result in a possible excess benefit transaction. This Policy is intended
to supplement but not replace any applicable state and federal laws
governing conflict of interest applicable to nonprofit and charitable
organizations.
\section{Conservancy Directors, Officers and Staff}
Directors, Officers and Staff Members of Conservancy (``Conservancy
Interested Persons'') each have a duty to protect Conservancy and
its Member Projects from violating state and federal laws -- and to
avoid any appearance of impropriety. Conservancy Interested Persons
serve the public interest and are to have a clear understanding of
Conservancy's charitable mission. All decisions made by Conservancy
Interested Persons are to be made solely on the basis of a desire
to promote the best interests of Conservancy and the public good.
Persons'') each have a duty to protect Conservancy and its Member
Projects from violating state and federal laws - and to avoid any
appearance of impropriety. Conservancy Persons serve the public interest
and are to have a clear understanding of Conservancy's charitable
mission. All decisions made by Conservancy Persons are to be made
solely on the basis of a desire to promote the best interests of Conservancy
and the public good.
\subsection{Defining a Conflict of Interest for a Conservancy Interested Person}
\subsection{Defining a Conflict of Interest for a Conservancy Person}
In general, Conservancy Interested Persons should avoid making decisions
on matters where their personal interests are at odds with the Conservancy's
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:
as conflicts of interest:
\begin{itemize}
\item A Conservancy Interested Person (or a family member of same) is a
party to a contract, or involved in a transaction with Conservancy
for goods or services.
\item A Conservancy Interested Person (or a family member of same) is a
director, officer, agent, partner, associate, employee, trustee, personal
representative, receiver, guardian, custodian, legal representative
or in some other way has a fiduciary duty to an entity involved in
a transaction with Conservancy.
\item A Conservancy Interested Person (or a family member of same) is engaged
in some capacity or has a material financial interest in a business
or enterprise that competes with Conservancy or a Conservancy Project.
\item A Conservancy Interested Person (or a family member of same) has a
material financial interest in, or fiduciary duty to an entity Conservancy
\item A Conservancy Person (or his or her family member) is a party to a
contract, or involved in a transaction with Conservancy for goods
or services.
\item A Conservancy Person (or his or her family member) is a director,
officer, agent, partner, associate, employee, trustee, personal representative,
receiver, guardian, custodian, legal representative or in some other
way has a fiduciary duty to an entity involved in a transaction with
Conservancy.
\item A Conservancy Person (or his or her family member) is engaged in some
capacity or has a material financial interest in a business or enterprise
that competes with Conservancy or a Conservancy Project.
\item A Conservancy Person (or his or her family member) has a material
financial interest in, or fiduciary duty to an entity Conservancy
has engaged in a free software license compliance effort, enforcement
effort, or related litigation on behalf of a Conservancy project.
\item A Conservancy Interested Person (or a family member of same) has a
material financial interest in or fiduciary duty to the competitor
of an entity Conservancy has engaged in a free software license compliance
effort, enforcement effort, or related litigation on behalf of a Conservancy
\item A Conservancy Person (or his or her family member) has a material
financial interest in or fiduciary duty to the competitor of an entity
Conservancy has engaged in a free software license compliance effort,
enforcement effort, or related litigation on behalf of a Conservancy
project.
\end{itemize}
Conservancy acknowledges that other situations may create the appearance
of a conflict, or present a duality of interests. All such circumstances
should be disclosed to the Board, as appropriate, and the Board shall
make a decision as to what (if any) course of action Conservancy or
relevant Conservancy Interested Persons should take so that Conservancy's
best interests are not compromised by personal interests.
relevant Conservancy Persons should take so that Conservancy's best
interests are not compromised by personal interests.
\subsection{General Policies for Conservancy Interested Persons}
\subsection{General Policies for Conservancy Persons}
\begin{itemize}
\item \textbf{No Personal Profit or Gain.} No Conservancy Interested Person
(or family member of the same), shall derive any personal profit or
gain, directly or indirectly, by reason of his or her participation
with Conservancy.
\item \textbf{No Personal Profit or Gain.} No Conservancy Person (or family
member) shall derive any personal profit or gain, directly or indirectly,
by reason of his or her participation with Conservancy. Personal profit
or gain does not include compensation approved by the Board for paid
employees.
\item \textbf{Disclosure and Abstention when Conflicted.} Each Conservancy
Interested Person shall disclose to Conservancy's Board any conflict
of interest which he or she may have in any matter pending before
Conservancy and shall refrain from participation in any decision on
such matter.
Person shall disclose to Conservancy's Board any conflict of interest
which he or she may have in any matter pending before Conservancy
and shall refrain from participation in any decision on such matter.
\item \textbf{Conservancy Conflict Disclosure Form.} Every six months, each
Conservancy Interested Person shall complete a Conservancy Conflict
Disclosure form {[}FIXME: if this is posted online, then we can have
a link; if not, attach it as an Exhibit A{]} and submit it to the
Board and to Conservancy's General Counsel.
Conservancy Person shall complete a Conservancy Conflict Disclosure
form {[}attached as Exhibit A{]} and submit it to the Board and to
Conservancy's General Counsel.
\end{itemize}
\subsection{Conflict Resolution Procedures for Conservancy Interested Persons}
\subsection{Conflict Resolution Procedures for Conservancy Persons}
\begin{itemize}
\item \textbf{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 Interested Person having a conflict of
interest and who is in attendance at the meeting shall disclose all
facts material to the conflict. Such disclosure shall be reflected
in the minutes of the meeting. If board members are aware that Staff
or other volunteers have a conflict of interest, relevant facts should
be disclosed by the board member or by the interested person him/herself
if invited to the Board meeting as a guest for purposes of disclosure.
\item \textbf{Disclosure of Conflict When Absent. }A Conservancy Interested
Person who plans not to attend a meeting at which he or she has reason
to believe that the Board or Board Committee will act on a matter
in which he or she is conflicted shall disclose to the Chair of the
meeting all facts material to the conflict of interest. The Chairperson
shall report the disclosure at the meeting and the disclosure shall
be reflected in the minutes of the meeting.
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.
\item \textbf{Disclosure of Conflict When Absent. }A Conservancy Person
who plans not to attend a meeting at which he or she has reason to
believe that the Board or Board Committee will act on a matter in
which he or she is conflicted shall disclose to the Chair of the meeting
all facts material to the conflict of interest. The Chairperson shall
report the disclosure at the meeting and the disclosure shall be reflected
in the minutes of the meeting.
\item \textbf{Participation in Discussions and Votes Regarding Conflicted
Matter.} A conflicted Conservancy Interested Person shall not participate
in or be permitted to hear the Board's or Board Committee's discussion
Matter.} A conflicted Conservancy Person shall not participate in
or be permitted to hear the Board's or Board Committee's discussion
of the matter where he or she has a conflict of interest, except to
disclose material facts and to respond to questions. The conflicted
Conservancy Interested Person shall not attempt to exert his or her
personal influence with respect to the matter, either at or outside
the meeting.
Conservancy Person shall not attempt to exert his or her personal
influence with respect to the matter, either at or outside the meeting.
\item \textbf{Participation in Votes Regarding Conflicted Matter.} A conflicted
Conservancy Interested Person may not vote on the Board action with
which he or she has a conflict of interest, and shall not be present
in the meeting room (or on the conference call) when the vote is taken.
His or her ineligibility to vote shall be reflected in the minutes
of the meeting.
Conservancy Person may not vote on the Board action with which he
or she has a conflict of interest, and shall not be present in the
meeting room (or on the conference call) when the vote is taken. His
or her ineligibility to vote shall be reflected in the minutes of
the meeting.
\item \textbf{Conflicted Persons Cannot Establish Quorum.} A conflicted
Conservancy Interested Person shall not be determining the presence
of a quorum for purposes of a vote on the matter where he or she has
a conflict of interest.
Conservancy Person shall not be determining the presence of a quorum
for purposes of a vote on the matter where he or she has a conflict
of interest.
\item \textbf{Managing an Officer's Conflict of Interest. }If a Conservancy
Interested Person is an Officer involved in a decision, matter or
transaction in which he or she has a conflict of interest, he or she
must immediately disclose all facts material to the conflict to the
Chair of the Board (or the Chair's designee). The Board must then
approve any future decisions, negotiations, and/or other actions taken
by the Officer regarding the conflicted matter, and include the person's
disclosure of the conflict and the Board's subsequent actions in the
minutes of the next meeting.
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.
\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
involve a decision, matter or transaction in which he or she has a
conflict of interest, he or she must immediately disclose all facts
material to the conflict to the Executive Director (or the Executive
Director's designee). The Executive Director (or designee) must then
approve any future decisions, negotiations, and/or other actions taken
by the Staff Member regarding the conflicted matter, and file a written
report acknowledging the potential conflict.
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.
\item \textbf{Confidentiality of Conflict Disclosures.} Each Conservancy
Interested Person shall exercise care not to disclose confidential
information acquired in connection with disclosures of conflicts of
interest or potential conflicts, which might be adverse to Conservancy's
interests.
Person shall exercise care not to disclose confidential information
acquired in connection with disclosures of conflicts of interest or
potential conflicts, which might be adverse to Conservancy's interests.
\end{itemize}
\section{Project Leadership Committees}
PLCs are comprised of volunteers, academics, and industry professionals
that represent a Project's community and make decisions about a Project's
technical direction (``Representatives''). Conservancy understands
and expects that many Representatives exploit professional skills
relating to their Project as individuals by providing developing,
consulting, and/or training services. Nonetheless, each Representative
has a duty to act in the best interests of his or her Project when
making technical decisions about the Project.
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.
\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
on matters where their personal and/or professional interests are
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:
scenarios are to be identified as conflicts of interest:
\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
relating to his or her Project.
\item 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.
\item A Representative (or a family member of same) is engaged in some capacity
\item A PLC Person (or his or her family member) is an employee, owner,
or otherwise has a financial interest in an entity involved in a transaction
with Conservancy relating to his or her Project.
\item A PLC Person (or his or her family member) is a director, officer,
agent, partner, associate, trustee, receiver, guardian, personal representative,
custodian, legal representative or in some way has a fiduciary duty
to an entity involved in a transaction with Conservancy relating to
his or her Project.
\item A PLC Person (or his or her family member) is engaged in some capacity
or has a material financial interest in a business or enterprise that
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
effort, or related litigation -- and the Representative (or family
member of same) has a material financial interest in or fiduciary
duty to an entity adverse to this effort.
effort, or related litigation -- and the PLC Person (or a family member)
has a material financial interest in or fiduciary duty to an entity
adverse to this effort.
\end{itemize}
Conservancy further notes that a scenario may arise where a PLC Person
(or his or her family member) works for, owns, or otherwise has a
financial interest in an entity that competes with a second entity
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 Representatives should
take so that the Project's best interests are not compromised by personal
interests.
(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.
\subsection{General Policies for Representatives}
\subsection{General Policies for PLC Persons}
\begin{itemize}
\item \textbf{No Compensation for Representatives.} No Representative shall
receive any salary or other substantial benefit from Conservancy as
compensation for his or her duties as a Representative.
\item \textbf{Disclosure and Abstention when Conflicted.} Each Representative
\item \textbf{No Compensation for PLC Persons.} No PLC Person shall receive
any salary or other substantial benefit from Conservancy as compensation
for his or her duties as a PLC Person.
\item \textbf{Disclosure and Abstention when Conflicted.} Each PLC Person
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
@ -213,92 +222,89 @@ and PLCs will have to exercise greater care to avoid the influence
of the employer's interests. If this situation is unavoidable, PLCs
are encouraged to err on the side of caution in identifying all potential
conflicts of interest relating to the employer.
\item \textbf{Conservancy is Final Arbiter.} Each Representative acknowledges
\item \textbf{Conservancy is Final Arbiter.} Each PLC Person acknowledges
that Conservancy is the final arbiter of any issue relating to potential
conflict.
\item \textbf{Project Conflict Disclosure Form. }Each Representative shall
complete a Project Conflict Disclosure form {[}FIXME: if this is posted
online, then we can have a link; if not, attach it as an Exhibit A{]}
and submit it to the PLC and to Conservancy's Executive Director on
an annual basis.
conflict.
\item \textbf{Project Conflict Disclosure Form. }Each PLC Person shall complete
a Project Conflict Disclosure form {[}Attached as Exhibit B{]} and
submit it to the PLC and to Conservancy's Executive Director on an
annual basis.
\end{itemize}
\subsection{Conflict Resolution Procedures for Representatives}
\subsection{Conflict Resolution Procedures for PLC Persons}
\begin{itemize}
\item \textbf{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 Representative having a conflict of interest and who
is in attendance at the meeting shall disclose all facts material
to the conflict. Such disclosure shall be reflected in the minutes
of interest, a PLC Person having a conflict of interest and who is
in attendance at the meeting shall disclose all facts material to
the conflict. Such disclosure shall be reflected in the minutes of
the meeting.
\item \textbf{Disclosure of Conflict When Absent. }A PLC Person who plans
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{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
Matter.} A conflicted Representative shall not participate in or be
permitted to hear the PLC's or PLC sub-committee's discussion of the
matter where he or she has a conflict of interest, except to disclose
material facts and to respond to questions. The conflicted Representative
shall not attempt to exert his or her personal influence with respect
to the matter, either at or outside the meeting.
Matter.} A conflicted PLC Person shall not participate in or be permitted
to hear the PLC's or PLC sub-committee's discussion of the matter
where he or she has a conflict of interest, except to disclose material
facts and to respond to questions. The conflicted PLC Person shall
not attempt to exert his or her personal influence with respect to
the matter, either at or outside the meeting.
\item \textbf{Participation in Votes Regarding Conflicted Matter.} A conflicted
Representative may not vote on the Board action with which he or she
has a conflict of interest, and shall not be present in the meeting
room (or on the conference call) when the vote is taken. His or her
ineligibility to vote shall be reflected in the minutes of the meeting.
PLC Person may not vote on the Board action with which he or she has
a conflict of interest, and shall not be present in the meeting room
(or on the conference call) when the vote is taken. His or her ineligibility
to vote shall be reflected in the minutes of the meeting.
\item \textbf{Conflicted Persons Cannot Establish Quorum.} A conflicted
Representative shall not be determining the presence of a quorum for
purposes of a vote on the matter where he or she has a conflict of
interest.
PLC Person shall not be determining the presence of a quorum for purposes
of a vote on the matter where he or she has a conflict of interest.
\end{itemize}
\subsection{Procedures for Conservancy Retaining Representative's Services}
\subsection{Procedures for Conservancy Retaining PLC Person's Services}
Notwithstanding the above, Conservancy acknowledges that many Representatives
are software developers who can provide professional services useful
to advance computing and contribute to Conservancy's mission. In many
instances, a Representative will have the strongest mix of credentials,
Notwithstanding the above, Conservancy acknowledges that many PLC
Persons are software developers who can provide professional services
useful to advance computing and contribute to Conservancy's mission.
In many instances, a PLC Person will have the strongest mix of credentials,
experience, and available bandwidth to fulfill a software development
contract desired by Conservancy and/or a Project. To address those
instances, Conservancy requests Projects to follow the following procedures.
instances, Conservancy requests Projects to follow the following procedures.
\begin{itemize}
\item \textbf{Drafting the Software Development Proposal.} PLCs must draft
a written proposal for every software development project their Project
wishes to fund. During the drafting process, if a Representative (or
family member of same), a Representative's employer and/or a fellow
employee of Representative's employer wish to be considered a candidate
to fulfill the funded software development contract, that Representative
has a conflict of interest and must recuse herself or himself from
the proposal drafting process, and abstain from any vote to approve
that proposal. All other procedures as outlined in Section 3.3 shall
still apply. The PLC must document the Representative's abstention
from the proposal drafting process in the minutes of the next PLC
meeting.
\item \textbf{Selecting a Representative to Fulfill a Contract. }Once a
PLC has drafted and approved a development proposal, the PLC is free
to consider qualified candidates to fulfill the funded contract. If
the PLC wishes to recommend that Conservancy contract with a Representative
wishes to fund. During the drafting process, if a PLC Person (or his
or her family member), a PLC Person's employer and/or a fellow employee
of PLC Person's employer wish to be considered a candidate to fulfill
the funded software development contract, that PLC Person has a conflict
of interest and must recuse herself or himself from the proposal drafting
process and abstain from any vote to approve that proposal. All other
procedures as outlined in Section 3.3 shall still apply. The PLC must
document the PLC Person's abstention from the proposal drafting process
in the minutes of the next PLC meeting.
\item \textbf{Selecting a PLC Person to Fulfill a Contract. }Once a PLC
has drafted and approved a development proposal, the PLC is free to
consider qualified candidates to fulfill the funded contract. If the
PLC wishes to recommend that Conservancy contract with a PLC Person
to carry out the work, the following criteria must be met:
\begin{itemize}
\item \textbf{Suggested Compensation.} The PLC must provide Conservancy's
Executive Director (or designee) with a suggested compensation (converted
into an hourly wage) for the software developer to be retained to
fulfill the funded contract.
fulfill the funded contract.
\item \textbf{Independent Assessment of Credentials.} The PLC (or an unaffiliated
PLC member) must provide Conservancy's Executive Director (or designee)
with a written assessment as to why the Representative is uniquely
qualified to fulfill the funded contract.
PLC Person) must provide Conservancy's Executive Director (or designee)
with a written assessment as to why the PLC Person is uniquely qualified
to fulfill the funded contract.
\item \textbf{Conservancy Retains Right to Request Competitive Bids.} PLCs
acknowledge that Conservancy retains the right to ask for bids from
software developers in addition to Representative to fulfill a given
contract. Should that instance arise, Conservancy's Executive Director
(or designee) will consult with the PLC to select the candidate best
suited to fulfill the contract within the budget allotted.
software developers in addition to PLC Person to fulfill a given contract.
Should that instance arise, Conservancy's Executive Director (or designee)
will consult with the PLC to select the candidate best suited to fulfill
the contract within the budget allotted.
\end{itemize}
\item \textbf{Conservancy holds Sole Authority to Negotiate and Execute
Contracts. }PLCs acknowledge that Conservancy holds sole authority
@ -306,7 +312,7 @@ to negotiate and execute contracts on behalf of Member Projects. In
turn, Conservancy pledges to negotiate all contracts zealously, putting
the best interests of the affected Member Project first. To avoid
any conflicts, PLCs must not engage in any pre-negotiation with prospective
contractors - including Representatives - beyond collecting the terms
contractors - including PLC Persons - beyond collecting the terms
of the developer(s)' bid.
\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
support Project Community Members -- including participating corporations,
sponsors, and volunteers alike. Community members are not traditionally
considered to be ``interested persons,'' all decision-making authority
rests with the PLCs and/or Conservancy.
considered to be ``interested persons,'' and all decision-making
authority rests with the PLCs and/or Conservancy.
\begin{itemize}
\item \textbf{Community Members Cannot Direct Funds.} Community Members
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
Members who make financial donations do not receive any additional
control over a Project's technical direction beyond what is available
to other vocal, active, and contributing community members. \end{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}