#LyX 2.0 created this file. For more info see http://www.lyx.org/ \lyxformat 413 \begin_document \begin_header \textclass article \use_default_options true \maintain_unincluded_children false \language english \language_package default \inputencoding auto \fontencoding global \font_roman default \font_sans default \font_typewriter default \font_default_family default \use_non_tex_fonts false \font_sc false \font_osf false \font_sf_scale 100 \font_tt_scale 100 \graphics default \default_output_format default \output_sync 0 \bibtex_command default \index_command default \paperfontsize default \use_hyperref false \papersize default \use_geometry false \use_amsmath 1 \use_esint 1 \use_mhchem 1 \use_mathdots 1 \cite_engine basic \use_bibtopic false \use_indices false \paperorientation portrait \suppress_date false \use_refstyle 1 \index Index \shortcut idx \color #008000 \end_index \secnumdepth 3 \tocdepth 3 \paragraph_separation indent \paragraph_indentation default \quotes_language english \papercolumns 1 \papersides 1 \paperpagestyle default \tracking_changes false \output_changes false \html_math_output 0 \html_css_as_file 0 \html_be_strict false \end_header \begin_body \begin_layout Title Software Freedom Conservancy Conflict of Interest Policy \end_layout \begin_layout Section Purpose \end_layout \begin_layout Standard The purpose of this conflict of interest policy ( \begin_inset Quotes eld \end_inset Policy \begin_inset Quotes erd \end_inset ) is to protect the Software Freedom Conservancy ( \begin_inset Quotes eld \end_inset 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 ( \begin_inset Quotes eld \end_inset PLC \begin_inset Quotes erd \end_inset ), or might result in a possible excess benefit transaction. This Policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations. \end_layout \begin_layout Section Conservancy Directors, Officers and Staff \end_layout \begin_layout Standard Directors, Officers and Staff Members of Conservancy ( \begin_inset Quotes eld \end_inset Conservancy Interested Persons \begin_inset Quotes erd \end_inset ) each have a duty to protect Conservancy and its Member Projects from violating state and federal laws - and to avoid any appearance of impropriety. Conservancy Interested Persons serve the public interest and are to have a clear understanding of Conservancy's charitable mission. All decisions made by Conservancy Interested Persons are to be made solely on the basis of a desire to promote the best interests of Conservancy and the public good. \end_layout \begin_layout Subsection Defining a Conflict of Interest for a Conservancy Interested 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 particular, the following scenarios are to be identified as conflicts 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. \end_layout \begin_layout Itemize A Conservancy Interested Person (or a family member of same) is a director, officer, agent, partner, associate, employee, trustee, personal representative, receiver, guardian, custodian, legal representative or in some other way has a fiduciary duty to an entity involved in a transaction with Conservancy. \end_layout \begin_layout Itemize A Conservancy Interested Person (or a family member of same) is engaged in some capacity or has a material financial interest in a business or enterprise that competes with Conservancy or a Conservancy Project. \end_layout \begin_layout Itemize A Conservancy Interested Person (or a family member of same) has a material financial interest in or fiduciary duty to an entity Conservancy has engaged in a free software license compliance effort, enforcement effort, or related litigation on behalf of a Conservancy project. \end_layout \begin_layout Itemize A Conservancy Interested Person (or a family member of same) has a material financial interest in or fiduciary duty to the competitor of an entity Conservancy has engaged in a free software license compliance effort, enforceme nt effort, or related litigation on behalf of a Conservancy project. \end_layout \begin_layout Standard Conservancy acknowledges that other situations may create the appearance of a conflict, or present a duality of interests. All such circumstances should be disclosed to the Board, as appropriate, and the Board shall make a decision as to what (if any) course of action Conservancy or relevant Conservancy Interested Persons should take so that Conservancy's best interests are not compromised by personal interests. \end_layout \begin_layout Subsection General Policies for Conservancy Interested Persons \end_layout \begin_layout Itemize \series bold No Personal Profit or Gain. \series default No Conservancy Interested Person (or family member of the same), shall derive any personal profit or gain, directly or indirectly, by reason of his or her participation with Conservancy. \end_layout \begin_layout Itemize \series bold Disclosure and Abstention when Conflicted. \series default Each Conservancy Interested Person shall disclose to Conservancy's Board any conflict of interest which he or she may have in any matter pending before Conservancy and shall refrain from participation in any decision on such matter. \end_layout \begin_layout Itemize \series bold Conservancy Conflict Disclosure Form. \series default Every six months, each Conservancy Interested Person shall complete a Conservan cy Conflict Disclosure form [FIXME: if this is posted online, then we can have a link; if not, attach it as an Exhibit A] and submit it to the Board and to Conservancy's General Counsel. \end_layout \begin_layout Subsection Conflict Resolution Procedures for Conservancy Interested Persons \end_layout \begin_layout Itemize \series bold Disclosure of Conflict When Present. \series default Prior to any Board or Board Committee action on a matter or transaction involving a conflict of interest, a Conservancy Interested Person having a conflict of interest and who is in attendance at the meeting shall disclose all facts material to the conflict. Such disclosure shall be reflected in the minutes of the meeting. If board members are aware that Staff or other volunteers have a conflict of interest, relevant facts should be disclosed by the board member or by the interested person him/herself if invited to the Board meeting as a guest for purposes of disclosure. \end_layout \begin_layout Itemize \series bold Disclosure of Conflict When Absent. \series default A Conservancy Interested Person who plans not to attend a meeting at which he or she has reason to believe that the Board or Board Committee will act on a matter in which he or she is conflicted shall disclose to the Chair of the meeting all facts material to the conflict of interest. The Chairperson shall report the disclosure at the meeting and the disclosure shall be reflected in the minutes of the meeting. \end_layout \begin_layout Itemize \series bold Participation in Discussions and Votes Regarding Conflicted Matter. \series default A conflicted Conservancy Interested Person shall not participate in or be permitted to hear the Board's or Board Committee's discussion of the matter where he or she has a conflict of interest, except to disclose material facts and to respond to questions. The conflicted Conservancy Interested Person shall not attempt to exert his or her personal influence with respect to the matter, either at or outside the meeting. \end_layout \begin_layout Itemize \series bold Participation in Votes Regarding Conflicted Matter. \series default A conflicted Conservancy Interested Person may not vote on the Board action with which he or she has a conflict of interest, and shall not be present in the meeting room (or on the conference call) when the vote is taken. His or her ineligibility to vote shall be reflected in the minutes of the meeting. \end_layout \begin_layout Itemize \series bold Conflicted Persons Cannot Establish Quorum. \series default A conflicted Conservancy Interested Person shall not be determining the presence of a quorum for purposes of a vote on the matter where he or she has a conflict of interest. \end_layout \begin_layout Itemize \series bold Managing an Officer's Conflict of Interest. \series default If a Conservancy Interested Person is an Officer involved in a decision, matter or transaction in which he or she has a conflict of interest, he or she must immediately disclose all facts material to the conflict to the Chair of the Board (or the Chair's designee). The Board must then approve any future decisions, negotiations, and/or other actions taken by the Officer regarding the conflicted matter, and include the person's disclosure of the conflict and the Board's subsequent actions in the minutes of the next meeting. \end_layout \begin_layout Itemize \series bold Managing a Staff Member's Conflict of Interest. \series default If a Conservancy Interested Person is a Staff Member who has been assigned duties that involve a decision, matter or transaction in which he or she has a conflict of interest, he or she must immediately disclose all facts material to the conflict to the Executive Director (or the Executive Director's designee). The Executive Director (or designee) must then approve any future decisions, negotiations, and/or other actions taken by the Staff Member regarding the conflicted matter, and file a written report acknowledging the potential conflict. \end_layout \begin_layout Itemize \series bold Confidentiality of Conflict Disclosures. \series default Each Conservancy Interested Person shall exercise care not to disclose confidential information acquired in connection with disclosures of conflicts of interest or potential conflicts, which might be adverse to Conservancy's interests. \end_layout \begin_layout Section Project Leadership Committees \end_layout \begin_layout Standard PLCs are comprised of volunteers, academics, and industry professionals that represent a Project's community and make decisions about a Project's technical direction ( \begin_inset Quotes eld \end_inset Representatives \begin_inset Quotes erd \end_inset ). Conservancy understands and expects that many Representatives exploit professio nal skills relating to their Project as individuals by providing developing, consulting, and/or training services. Nonetheless, each Representative has a duty to act in the best interests of his or her Project when making technical decisions about the Project. \end_layout \begin_layout Subsection Defining a Conflict of Interest for a Representative \end_layout \begin_layout Standard In general, Representative should avoid making technical decisions on matters where their personal and/or professional interests are at odds with his or her Project's interests. In particular, the following scenarios are to be identified as conflicts of interest: \end_layout \begin_layout Itemize A Representative (or a family member of same) is a party to a contract, or involved in a transaction with Conservancy for goods or services relating to his or her Project. \end_layout \begin_layout Itemize A Representative (or a family member of same) is a director, officer, agent, partner, associate, employee, trustee, personal representative, receiver, guardian, custodian, legal representative, or in some way has a fiduciary duty to an entity involved in a transaction with Conservancy relating to his or her Project. \end_layout \begin_layout Itemize A Representative (or a family member of same) is engaged in some capacity or has a material financial interest in a business or enterprise that competes with his or her Project. \end_layout \begin_layout Itemize A Representative (or a family member of same) is the owner of copyrights that are the subject of a Conservancy-led compliance effort, enforcement effort, or related litigation - and the Representative (or family member of same) has a material financial interest in or fiduciary duty to an entity adverse to this effort. \end_layout \begin_layout Standard Conservancy acknowledges that other situations may create the appearance of a conflict, or present a duality of interests. All such circumstances should be disclosed to Conservancy's Executive Director and to the PLC, as appropriate, and the PLC shall make a decision as to what (if any) course of action the PLC or relevant Representatives should take so that the Project's best interests are not compromised by personal interests. \end_layout \begin_layout Subsection General Policies for Representatives \end_layout \begin_layout Itemize \series bold No Compensation for Representatives. \series default No Representative shall receive any salary or other substantial benefit from Conservancy as compensation for his or her duties as a Representative. \end_layout \begin_layout Itemize \series bold Disclosure and Abstention when Conflicted. \series default Each Representative shall disclose to his or her PLC and to Conservancy's Executive Director any conflict of interest which he or she may have in any matter pending before the PLC and shall refrain from participation in any decision on such matter. \end_layout \begin_layout Itemize \series bold Multiple Employees from the same Employer on a PLC. \series default Conservancy discourages the practice of having multiple employees of the same employer serve on the same PLC. This practice increases the impact of any prospective conflict of interest with the employer on the PLC, and PLCs will have to exercise greater care to avoid the influence of the employer's interests. If this situation is unavoidable, PLCs are encouraged to err on the side of caution in identifying all potential conflicts of interest relating to the employer. \end_layout \begin_layout Itemize \series bold Conservancy is Final Arbiter. \series default Each Representative acknowledges that Conservancy is the final arbiter of any issue relating to potential conflict. \end_layout \begin_layout Itemize \series bold Project Conflict Disclosure Form. \series default Each Representative shall complete a Project Conflict Disclosure form [FIXME: if this is posted online, then we can have a link; if not, attach it as an Exhibit A] and submit it to the PLC and to Conservancy's Executive Director on an annual basis. \end_layout \begin_layout Subsection Conflict Resolution Procedures for Representatives \end_layout \begin_layout Itemize \series bold Disclosure of Conflict When Present. \series default Prior to any PLC or PLC sub-committee action on a matter or transaction involving a conflict of interest, a Representative having a conflict of interest and who is in attendance at the meeting shall disclose all facts material to the conflict. Such disclosure shall be reflected in the minutes of the meeting. \end_layout \begin_layout Itemize \series bold Disclosure of Conflict When Absent. \series default A Representative who plans not to attend a meeting at which he or she has reason to believe that the PLC or PLC sub-committee will act on a matter in which he or she is conflicted shall disclose to the Chair of the meeting all facts material to the conflict of interest. The Chair shall report the disclosure at the meeting and the disclosure shall be reflected in the minutes of the meeting. \end_layout \begin_layout Itemize \series bold Participation in Discussions and Votes Regarding Conflicted Matter. \series default A conflicted Representative shall not participate in or be permitted to hear the PLC's or PLC sub-committee's discussion of the matter where he or she has a conflict of interest, except to disclose material facts and to respond to questions. The conflicted Representative shall not attempt to exert his or her personal influence with respect to the matter, either at or outside the meeting. \end_layout \begin_layout Itemize \series bold Participation in Votes Regarding Conflicted Matter. \series default A conflicted Representative may not vote on the Board action with which he or she has a conflict of interest, and shall not be present in the meeting room (or on the conference call) when the vote is taken. His or her ineligibility to vote shall be reflected in the minutes of the meeting. \end_layout \begin_layout Itemize \series bold Conflicted Persons Cannot Establish Quorum. \series default A conflicted Representative shall not be determining the presence of a quorum for purposes of a vote on the matter where he or she has a conflict of interest. \end_layout \begin_layout Subsection Procedures for Conservancy Retaining Representative's Services \end_layout \begin_layout Standard Notwithstanding the above, Conservancy acknowledges that many Representatives are software developers who can provide professional services useful to advance computing and contribute to Conservancy's mission. In many instances, a Representative will have the strongest mix of credentials, experience, and available bandwidth to fulfill a software development contract desired by Conservancy and/or a Project. To address those instances, Conservancy requests Projects to follow the following procedures. \end_layout \begin_layout Itemize \series bold Drafting the Software Development Proposal. \series default PLCs must draft a written proposal for every software development project their Project wishes to fund. During the drafting process, if a Representative (or family member of same), a Representative's employer and/or a fellow employee of Representative's employer wish to be considered a candidate to fulfill the funded software development contract, that Representative has a conflict of interest and must recuse herself or himself from the proposal drafting process, and abstain from any vote to approve that proposal. All other procedures as outlined in Section 3.3 shall still apply. The PLC must document the Representative's abstention from the proposal drafting process in the minutes of the next PLC meeting. \end_layout \begin_layout Itemize \series bold Selecting a Representative to Fulfill a Contract. \series default Once a PLC has drafted and approved a development proposal, the PLC is free to consider qualified candidates to fulfill the funded contract. If the PLC wishes to recommend that Conservancy contract with a Representative to carry out the work, the following criteria must be met: \end_layout \begin_deeper \begin_layout Itemize \series bold Suggested Compensation. \series default The PLC must provide Conservancy's Executive Director (or designee) with a suggested compensation (converted into an hourly wage) for the software developer to be retained to fulfill the funded contract. \end_layout \begin_layout Itemize \series bold Independent Assessment of Credentials. \series default The PLC (or an unaffiliated PLC member) must provide Conservancy's Executive Director (or designee) with a written assessment as to why the Representative is uniquely qualified to fulfill the funded contract. \end_layout \begin_layout Itemize \series bold Conservancy Retains Right to Request Competitive Bids. \series default PLCs acknowledge that Conservancy retains the right to ask for bids from software developers in addition to Representative to fulfill a given contract. Should that instance arise, Conservancy's Executive Director (or designee) will consult with the PLC to select the candidate best suited to fulfill the contract within the budget allotted. \end_layout \end_deeper \begin_layout Itemize \series bold Conservancy holds Sole Authority to Negotiate and Execute Contracts. \series default PLCs acknowledge that Conservancy holds sole authority to negotiate and execute contracts on behalf of Member Projects. In turn, Conservancy pledges to negotiate all contracts zealously, putting the best interests of the affected Member Project first. To avoid any conflicts, PLCs must not engage in any pre-negotiation with prospective contractors - including Representatives - beyond collecting the terms of the developer(s)' bid. \end_layout \begin_layout Section Project Community Members: Participating Corporations and Volunteers \end_layout \begin_layout Standard The work accomplished by Conservancy and its Member Projects would not be possible without the generous donation of time, funds, and support Project Community Members - including participating corporations, sponsors, and volunteers alike. Community members are not traditionally considered to be \begin_inset Quotes eld \end_inset interested persons, \begin_inset Quotes erd \end_inset all decision-making authority rests with the PLCs and/or Conservancy. \end_layout \begin_layout Itemize \series bold Community Members Cannot Direct Funds. \series default Community Members are free to offer suggestions and engage in open dialogue with PLC, key developers regarding a Project's technical direction. However, each PLC and Conservancy must together maintain sole and final control over that Project's technical direction and charitable mission. Community Members who make financial donations do not receive any additional control over a Project's technical direction beyond what is available to other vocal, active, and contributing community members. \end_layout \end_body \end_document