498 lines
		
	
	
	
		
			26 KiB
		
	
	
	
		
			HTML
		
	
	
	
	
	
		
		
			
		
	
	
			498 lines
		
	
	
	
		
			26 KiB
		
	
	
	
		
			HTML
		
	
	
	
	
	
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								{% extends "base_projects.html" %}
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								{% block subtitle %}Conflict of Interest Policy - {% endblock %}
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								{% block submenuselection %}Policies{% endblock %}
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								{% block content %}
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								<h1 id="software-freedom-conservancy-conflict-of-interest-policy">Software Freedom Conservancy Conflict of Interest Policy</h1>
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								<h2 id="purpose">Purpose</h2>
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								<p>The purpose of this conflict of interest policy (“Policy”)  is to protect
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								the Software Freedom Conservancy (“Conservancy”) and its Member Projects
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								when Conservancy contemplates entering into a transaction or arrangement
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								that might benefit the private interest of a Director, Officer or Staff
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								Member of Conservancy or a member of a Project Leadership Committee
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								(“PLC”), or might otherwise result in a possible excess benefit
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								transaction. This Policy is intended to supplement but not replace any
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								applicable state and federal laws governing conflict of interest
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								applicable to nonprofit and charitable organizations.</p>
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								<h2 id="conservancy-directors-officers-and-staff">Conservancy Directors, Officers and Staff</h2>
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								<p>Directors, Officers and Staff Members of Conservancy (“Conservancy
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								Persons”) each have a duty to protect Conservancy and its Member Projects
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								from violating New York State and USA federal – and to avoid any appearance of
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								impropriety. Conservancy Persons serve the public interest and are to have
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								a clear understanding of Conservancy’s charitable mission. All decisions
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								made by Conservancy Persons are to be made solely on the basis of a desire
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								to promote the best interests of Conservancy and the public good.</p>
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								<h3 id="defining-a-conflict-of-interest-for-a-conservancy-person">Defining a Conflict of Interest for a Conservancy Person</h3>
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								<p>In general, Conservancy Persons should avoid making decisions on matters
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								where their personal interests are at odds with the Conservancy’s
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								interests. In particular, the following scenarios are to be identified as
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								conflicts of interest:</p>
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								<ul>
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								<li>
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								<p>A Conservancy Person (or his or her family member) is a party to a
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								contract, or involved in a transaction with Conservancy for goods
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								or services.</p>
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								</li>
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								<li>
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								<p>A Conservancy Person (or his or her family member) is a director,
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								officer, agent, partner, associate, employee, trustee, personal
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								representative, receiver, guardian, custodian, legal representative or in
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								some other way has a fiduciary duty to an entity involved in a transaction
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								with Conservancy.</p>
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								</li>
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								<li>
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								<p>A Conservancy Person (or his or her family member) is engaged in a substantial
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								capacity or has a material financial interest in a for-profit enterprise
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								that competes with Conservancy or a Conservancy Project.</p>
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								</li>
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								<li>
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								<p>A Conservancy Person (or his or her family member) has a material
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								financial interest in, or fiduciary duty to an entity Conservancy
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								has engaged in a free software license compliance effort, enforcement
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								effort, or related litigation on behalf of a Conservancy project.</p>
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								</li>
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								<li>
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								<p>A Conservancy Person (or his or her family member) has a material
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								financial interest in or fiduciary duty to the competitor of an entity
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								Conservancy has engaged in a free software license compliance effort,
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								enforcement effort, or related litigation on behalf of a Conservancy
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								project.</p>
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								</li>
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								</ul>
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								<p>Conservancy acknowledges that other situations may create the appearance
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								of a conflict, or present a duality of interests. All such circumstances
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								should be disclosed to the Board, as appropriate, and the Board shall make
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								a decision as to what (if any) course of action Conservancy or relevant
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								Conservancy Persons should take so that Conservancy’s best interests are
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								not compromised by personal interests.</p>
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								<h3 id="general-policies-for-conservancy-persons">General Policies for Conservancy Persons</h3>
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								<ul>
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								<li>
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								<p><strong>No Personal Profit or Gain.</strong> No Conservancy Person (or family
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								member) shall derive any personal profit or gain, directly or indirectly,
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								by reason of his or her participation with Conservancy. Personal profit
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								or gain does not include compensation approved by the Board for paid
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								employees, or reimbursement of legitimate Conservancy expenses.</p>
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								</li>
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								<li>
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								<p><strong>Disclosure and Abstention when Conflicted.</strong> Each Conservancy
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								Person shall disclose to Conservancy’s Board any conflict of interest
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								which he or she may have in any matter pending before Conservancy
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								and shall refrain from participation in any decision on such matter.</p>
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								</li>
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								<li>
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								<p><strong>Conservancy Conflict Disclosure Form.</strong> Every six months, each
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								Conservancy Person shall complete a Conservancy Conflict Disclosure
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								form attached as Exhibit A and submit it to the Board and to
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								Conservancy’s General Counsel.</p>
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								</li>
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								</ul>
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								<h3 id="conflict-resolution-procedures-for-conservancy-persons">Conflict Resolution Procedures for Conservancy Persons</h3>
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								<ul>
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								<li>
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								<p><strong>Disclosure of Conflict When Present.</strong> Prior to any Board or
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								Board Committee action on a matter or transaction involving a conflict
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								of interest, a Conservancy Person having a conflict of interest and
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								who is in attendance at the meeting shall disclose all facts material
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								to the conflict. Such disclosure shall be reflected in the minutes
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								of the meeting. If board members are aware that Staff or other volunteers
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								have a conflict of interest, relevant facts should be disclosed by
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								the board member or by the interested person him/herself if invited
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								to the Board meeting as a guest for purposes of disclosure.</p>
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								</li>
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								<li>
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								<p><strong>Disclosure of Conflict When Absent.</strong> A Conservancy Person
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								who plans not to attend a meeting at which he or she has reason to
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								believe that the Board or Board Committee will act on a matter in
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								which he or she is conflicted shall disclose to the Chair of the meeting
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								all facts material to the conflict of interest. The Chairperson shall
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								report the disclosure at the meeting and the disclosure shall be reflected
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								in the minutes of the meeting.</p>
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								</li>
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								<li>
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								<p><strong>Participation in Discussions and Votes Regarding Conflicted Matter.</strong>
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								On a matter in which a Conservancy Person has a conflict of interest, the
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								conflicted Conservancy Person must abstain from, and must not hear nor
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								read the pre-vote discussions of the matter by the Board or Board
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								Committee, except to disclose material facts and to respond to
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								questions. The conflicted Conservancy Person shall not attempt to exert
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								his or her personal influence with respect to the matter, either at or
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								outside the meeting.  The Conflicted Person may read minutes and/or
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								logs of the matter’s discussion after voting is complete.</p>
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								</li>
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								<li>
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								<p><strong>Participation in Votes Regarding Conflicted Matter.</strong> A conflicted
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								Conservancy Person may not vote on the Board action with which he
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								or she has a conflict of interest, and shall not be present in the
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								meeting room (or on the conference call) when the vote is taken. His
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								or her ineligibility to vote shall be reflected in the minutes of
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								the meeting.</p>
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								</li>
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								<li>
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								<p><strong>Conflicted Persons Cannot Establish Quorum.</strong> A conflicted
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								Conservancy Person shall not be determining the presence of a quorum
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								for purposes of a vote on the matter where he or she has a conflict
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								of interest.</p>
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								</li>
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								<li>
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								<p><strong>Managing an Officer’s Conflict of Interest.</strong> If a Conservancy
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								Person is an Officer involved in a decision, matter or transaction
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								in which he or she has a conflict of interest, he or she must immediately
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								disclose all facts material to the conflict to the Chair of the Board
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								(or the Chair’s designee). The Board must then approve any future
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								decisions, negotiations, and/or other actions taken by the Officer
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								regarding the conflicted matter, and include the person’s disclosure
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								of the conflict and the Board’s subsequent actions in the minutes
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								of the next meeting.</p>
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								</li>
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								<li>
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								<p><strong>Managing a Staff Member’s Conflict of Interest.</strong> If a Conservancy
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								Person is a Staff Member who has been assigned duties that involve
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								a decision, matter or transaction in which he or she has a conflict
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								of interest, he or she must immediately disclose all facts material
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								to the conflict to the President (or the President’s designee). The
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								President (or designee) must then approve any future decisions, negotiations,
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								and/or other actions taken by the Staff Member regarding the conflicted
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								matter, and file a written report acknowledging the potential conflict.</p>
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								</li>
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								<li>
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								<p><strong>Confidentiality of Conflict Disclosures.</strong> Each Conservancy
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								Person shall exercise care not to disclose confidential information
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								acquired in connection with disclosures of conflicts of interest or
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								potential conflicts, which might be adverse to Conservancy’s interests.</p>
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								</li>
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								</ul>
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								<h2 id="project-leadership-committees">Project Leadership Committees</h2>
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								<p>PLCs are comprised of volunteers, academics, and industry professionals
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								that represent a Project’s community and make decisions about a Project’s
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								technical direction (“PLC Persons”). Conservancy understands and
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								expects that many PLC Persons exploit professional skills relating
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								to their Project as individuals by providing developing, consulting,
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								and/or training services. Nonetheless, each PLC Person has a duty
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								to act in the best interests of his or her Project when making technical
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								decisions about the Project.</p>
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								<h3 id="defining-a-conflict-of-interest-for-a-plc-person">Defining a Conflict of Interest for a PLC Person</h3>
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								<p>In general, PLC Persons should avoid making technical decisions on
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								matters where his or her personal and/or professional interests are
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								at odds with his or her Project’s interests. In particular, the following
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								scenarios are to be identified as conflicts of interest:</p>
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								<ul>
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								<li>
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								<p>A PLC Person (or his or her family member) is a party to a contract,
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								or involved in a transaction with Conservancy for goods or services
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								relating to his or her Project.</p>
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								</li>
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								<li>
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								<p>A PLC Person (or his or her family member) is an employee, owner,
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								or otherwise has a financial interest in an entity involved in a transaction
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								with Conservancy relating to his or her Project.</p>
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								</li>
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								<li>
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								<p>A PLC Person (or his or her family member) is a director, officer,
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								agent, partner, associate, trustee, receiver, guardian, personal representative,
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								custodian, legal representative or in some way has a fiduciary duty
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								to an entity involved in a transaction with Conservancy relating to
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								his or her Project.</p>
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								</li>
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								<li>
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								<p>A PLC Person (or his or her family member) is engaged in a substantial capacity
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								or has a material financial interest in a for-profit enterprise that
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								competes with his or her Project.</p>
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								</li>
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								<li>
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								<p>A PLC Person (or his or her family member) is the owner of copyrights
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								that are the subject of a Conservancy-led compliance effort, enforcement
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								effort, or related litigation – and the PLC Person (or a family member)
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								has a material financial interest in or fiduciary duty to an entity
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								adverse to this effort.</p>
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								</li>
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								</ul>
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								<p>Conservancy further notes that a scenario may arise where a PLC Person
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								(or his or her family member) works for, owns, or otherwise has a
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								financial interest in an entity that competes with a second entity
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								involved in a transaction with Conservancy regarding the Project in
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								question. This may or may not result in a conflict of interest, depending
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								on the specific facts. Should this scenario arise, Conservancy requests
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								that the circumstances be disclosed to Conservancy’s Executive Director
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								and to the PLC.</p>
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								<p>Conservancy acknowledges that other situations may create the appearance
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								of a conflict, or present a duality of interests. All such circumstances
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								should be disclosed to Conservancy’s Executive Director and to the
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								PLC, as appropriate, and the PLC shall make a decision as to what
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								(if any) course of action the PLC or relevant PLC Persons should take
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								so that the Project’s best interests are not compromised by personal
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								interests.</p>
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								<h3 id="general-policies-for-plc-persons">General Policies for PLC Persons</h3>
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								<ul>
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| 
								 | 
							
								<li>
							 | 
						||
| 
								 | 
							
								<p><strong>No Compensation for PLC Persons.</strong> No PLC Person shall receive any
							 | 
						||
| 
								 | 
							
								salary or other substantial benefit from Conservancy as compensation for his
							 | 
						||
| 
								 | 
							
								or her duties as a PLC Person.  Compensation does not include reimbursement
							 | 
						||
| 
								 | 
							
								of legitimate Project expenses.</p>
							 | 
						||
| 
								 | 
							
								</li>
							 | 
						||
| 
								 | 
							
								<li>
							 | 
						||
| 
								 | 
							
								<p><strong>Disclosure and Abstention when Conflicted.</strong> 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.</p>
							 | 
						||
| 
								 | 
							
								</li>
							 | 
						||
| 
								 | 
							
								<li>
							 | 
						||
| 
								 | 
							
								<p><strong>Multiple Employees from the same Employer on a PLC.</strong> 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.</p>
							 | 
						||
| 
								 | 
							
								</li>
							 | 
						||
| 
								 | 
							
								<li>
							 | 
						||
| 
								 | 
							
								<p><strong>Conservancy is Final Arbiter.</strong> Each PLC Person acknowledges
							 | 
						||
| 
								 | 
							
								that Conservancy is the final arbiter of any issue relating to potential
							 | 
						||
| 
								 | 
							
								conflict.</p>
							 | 
						||
| 
								 | 
							
								</li>
							 | 
						||
| 
								 | 
							
								<li>
							 | 
						||
| 
								 | 
							
								<p><strong>Project Conflict Disclosure Form.</strong> 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.</p>
							 | 
						||
| 
								 | 
							
								</li>
							 | 
						||
| 
								 | 
							
								</ul>
							 | 
						||
| 
								 | 
							
								<h3 id="conflict-resolution-procedures-for-plc-persons">Conflict Resolution Procedures for PLC Persons</h3>
							 | 
						||
| 
								 | 
							
								<ul>
							 | 
						||
| 
								 | 
							
								<li>
							 | 
						||
| 
								 | 
							
								<p><strong>Disclosure of Conflict When Present.</strong> Prior to any PLC or
							 | 
						||
| 
								 | 
							
								PLC sub-committee action on a matter or transaction involving a conflict
							 | 
						||
| 
								 | 
							
								of interest, a PLC Person having a conflict of interest and who is
							 | 
						||
| 
								 | 
							
								in attendance at the meeting shall disclose all facts material to
							 | 
						||
| 
								 | 
							
								the conflict. Such disclosure shall be reflected in the minutes of
							 | 
						||
| 
								 | 
							
								the meeting.</p>
							 | 
						||
| 
								 | 
							
								</li>
							 | 
						||
| 
								 | 
							
								<li>
							 | 
						||
| 
								 | 
							
								<p><strong>Disclosure of Conflict When Absent.</strong> 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.</p>
							 | 
						||
| 
								 | 
							
								</li>
							 | 
						||
| 
								 | 
							
								<li>
							 | 
						||
| 
								 | 
							
								<p><strong>Participation in Discussions and Votes Regarding Conflicted Matter.</strong>
							 | 
						||
| 
								 | 
							
								On a matter in which a PLC Person has a conflict of interest, the
							 | 
						||
| 
								 | 
							
								conflicted PLC Person must abstain from, and must not hear nor
							 | 
						||
| 
								 | 
							
								read the pre-vote discussions of the matter by the PLC or PLC
							 | 
						||
| 
								 | 
							
								sub-committee, except to disclose material facts and to respond to
							 | 
						||
| 
								 | 
							
								questions. The conflicted PLC Person shall not attempt to exert
							 | 
						||
| 
								 | 
							
								his or her personal influence with respect to the matter, either at or
							 | 
						||
| 
								 | 
							
								outside the meeting.  The conflicted PLC Person may read minutes and/or
							 | 
						||
| 
								 | 
							
								logs of the matter’s discussion after voting is complete.</p>
							 | 
						||
| 
								 | 
							
								</li>
							 | 
						||
| 
								 | 
							
								<li>
							 | 
						||
| 
								 | 
							
								<p><strong>Participation in Votes Regarding Conflicted Matter.</strong> A conflicted
							 | 
						||
| 
								 | 
							
								PLC Person may not vote on the PLC action with which he or she has
							 | 
						||
| 
								 | 
							
								a conflict of interest, and shall not be present in the meeting room
							 | 
						||
| 
								 | 
							
								(or on the conference call) when the vote is taken. His or her ineligibility
							 | 
						||
| 
								 | 
							
								to vote shall be reflected in the minutes of the meeting.</p>
							 | 
						||
| 
								 | 
							
								</li>
							 | 
						||
| 
								 | 
							
								<li>
							 | 
						||
| 
								 | 
							
								<p><strong>Conflicted Persons Cannot Establish Quorum.</strong> 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.</p>
							 | 
						||
| 
								 | 
							
								</li>
							 | 
						||
| 
								 | 
							
								</ul>
							 | 
						||
| 
								 | 
							
								<h3 id="procedures-for-conservancy-retaining-plc-persons-services">Procedures for Conservancy Retaining PLC Person’s Services</h3>
							 | 
						||
| 
								 | 
							
								<p>Notwithstanding the above, Conservancy acknowledges that many PLC
							 | 
						||
| 
								 | 
							
								Persons are technical service contractors (e.g., software developers,
							 | 
						||
| 
								 | 
							
								documentation writers, website developers, etc.) who can provide professional
							 | 
						||
| 
								 | 
							
								services useful to advance computing and contribute to Conservancy’s mission.
							 | 
						||
| 
								 | 
							
								In many instances, a PLC Person will have the strongest mix of credentials,
							 | 
						||
| 
								 | 
							
								experience, and interest and availability to fulfill a technical service
							 | 
						||
| 
								 | 
							
								contract desired by Conservancy and/or a Project. To address those
							 | 
						||
| 
								 | 
							
								instances, Conservancy requests Projects to follow the following procedures.</p>
							 | 
						||
| 
								 | 
							
								<ul>
							 | 
						||
| 
								 | 
							
								<li>
							 | 
						||
| 
								 | 
							
								<p><strong>Drafting the Technical Service Proposal.</strong> PLCs must draft
							 | 
						||
| 
								 | 
							
								a written proposal for every technical service project their Project
							 | 
						||
| 
								 | 
							
								wishes to fund. During the drafting process, if a PLC Person (or his
							 | 
						||
| 
								 | 
							
								or her family member), a PLC Person’s employer and/or a fellow employee
							 | 
						||
| 
								 | 
							
								of PLC Person’s employer wish to be considered a candidate to fulfill
							 | 
						||
| 
								 | 
							
								the funded technical service contract, that PLC Person has a conflict
							 | 
						||
| 
								 | 
							
								of interest and must recuse herself or himself from the proposal drafting
							 | 
						||
| 
								 | 
							
								process, except to disclose material facts and to respond to questions,
							 | 
						||
| 
								 | 
							
								and must abstain from any vote to approve that proposal.  All other
							 | 
						||
| 
								 | 
							
								procedures as outlined in
							 | 
						||
| 
								 | 
							
								<a href="#conflict-resolution-procedures-for-plc-persons">Conflict Resolution Procedures for PLC Persons</a>
							 | 
						||
| 
								 | 
							
								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.</p>
							 | 
						||
| 
								 | 
							
								</li>
							 | 
						||
| 
								 | 
							
								<li>
							 | 
						||
| 
								 | 
							
								<p><strong>Selecting a PLC Person to Fulfill a Contract.</strong> Once a PLC
							 | 
						||
| 
								 | 
							
								has drafted and approved a technical service proposal, the PLC is free to
							 | 
						||
| 
								 | 
							
								consider qualified candidates to fulfill the funded contract. If the
							 | 
						||
| 
								 | 
							
								PLC wishes to recommend that Conservancy contract with a PLC Person
							 | 
						||
| 
								 | 
							
								to carry out the work, the following criteria must be met:</p>
							 | 
						||
| 
								 | 
							
								</li>
							 | 
						||
| 
								 | 
							
								<li>
							 | 
						||
| 
								 | 
							
								<p><strong>Suggested Compensation.</strong> The PLC must provide Conservancy’s
							 | 
						||
| 
								 | 
							
								Executive Director (or designee) with a suggested compensation (converted
							 | 
						||
| 
								 | 
							
								into an hourly wage) for the technical service contractor to be retained to
							 | 
						||
| 
								 | 
							
								fulfill the funded contract.</p>
							 | 
						||
| 
								 | 
							
								</li>
							 | 
						||
| 
								 | 
							
								<li>
							 | 
						||
| 
								 | 
							
								<p><strong>Independent Assessment of Credentials.</strong> 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.</p>
							 | 
						||
| 
								 | 
							
								</li>
							 | 
						||
| 
								 | 
							
								<li>
							 | 
						||
| 
								 | 
							
								<p><strong>Conservancy Retains Right to Request Competitive Bids.</strong> PLCs
							 | 
						||
| 
								 | 
							
								acknowledge that Conservancy retains the right to ask for bids from
							 | 
						||
| 
								 | 
							
								technical service contractors in addition to PLC Person to fulfill a given contract.
							 | 
						||
| 
								 | 
							
								Should that instance arise, Conservancy’s Executive Director (or designee)
							 | 
						||
| 
								 | 
							
								will consult with the PLC to select the candidate best suited to fulfill
							 | 
						||
| 
								 | 
							
								the contract within the budget allotted.</p>
							 | 
						||
| 
								 | 
							
								</li>
							 | 
						||
| 
								 | 
							
								<li>
							 | 
						||
| 
								 | 
							
								<p><strong>Conservancy holds Sole Authority to Negotiate and Execute Contracts.</strong>
							 | 
						||
| 
								 | 
							
								PLCs acknowledge that Conservancy holds sole authority
							 | 
						||
| 
								 | 
							
								to negotiate and execute contracts on behalf of Member Projects. In
							 | 
						||
| 
								 | 
							
								turn, Conservancy pledges to negotiate all contracts zealously, putting
							 | 
						||
| 
								 | 
							
								the best interests of the affected Member Project first. To avoid
							 | 
						||
| 
								 | 
							
								any conflicts, PLCs must not engage in any pre-negotiation with prospective
							 | 
						||
| 
								 | 
							
								technical service contractors – including PLC Persons – beyond collecting the terms
							 | 
						||
| 
								 | 
							
								of the technical service contractor(s)’ bid.</p>
							 | 
						||
| 
								 | 
							
								</li>
							 | 
						||
| 
								 | 
							
								</ul>
							 | 
						||
| 
								 | 
							
								<h2 id="project-community-members-participating-corporations-and-volunteers">Project Community Members: Participating Corporations and Volunteers</h2>
							 | 
						||
| 
								 | 
							
								<p>The work accomplished by Conservancy and its Member Projects would
							 | 
						||
| 
								 | 
							
								not be possible without the generous donation of time, funds, and
							 | 
						||
| 
								 | 
							
								support Project Community Members – including participating corporations,
							 | 
						||
| 
								 | 
							
								sponsors, and volunteers alike. Community members are not traditionally
							 | 
						||
| 
								 | 
							
								considered to be “interested persons,” and all decision-making
							 | 
						||
| 
								 | 
							
								authority rests with the PLCs and/or Conservancy.</p>
							 | 
						||
| 
								 | 
							
								<ul>
							 | 
						||
| 
								 | 
							
								<li><strong>Community Members Cannot Direct Funds.</strong> Community Members
							 | 
						||
| 
								 | 
							
								are free to offer suggestions and engage in open dialogue with PLCs and/or
							 | 
						||
| 
								 | 
							
								key developers and architects regarding a Project’s technical direction. However,
							 | 
						||
| 
								 | 
							
								each PLC and Conservancy must together maintain sole and final control
							 | 
						||
| 
								 | 
							
								over that Project’s technical direction and charitable mission. Community
							 | 
						||
| 
								 | 
							
								Members who make financial donations do not receive any additional
							 | 
						||
| 
								 | 
							
								control over a Project’s technical direction beyond what is available
							 | 
						||
| 
								 | 
							
								to other vocal, active, and contributing community members.</li>
							 | 
						||
| 
								 | 
							
								</ul>
							 | 
						||
| 
								 | 
							
								<h2 id="exhibit-a-conservancy-conflict-disclosure-form">Exhibit A: Conservancy Conflict Disclosure Form</h2>
							 | 
						||
| 
								 | 
							
								<p>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.</p>
							 | 
						||
| 
								 | 
							
								<p>This Form is to be completed every six months and submitted to the
							 | 
						||
| 
								 | 
							
								Chairperson of Conservancy’s Board and to Conservancy’s General Counsel.</p>
							 | 
						||
| 
								 | 
							
								<p>Date: <code>__________________________</code></p>
							 | 
						||
| 
								 | 
							
								<p>Next Form to be completed by (six months from now): <code>__________________</code></p>
							 | 
						||
| 
								 | 
							
								<p>Name: <code>__________________________</code></p>
							 | 
						||
| 
								 | 
							
								<p>Position (employee/officer/trustee): <code>_________________________________</code></p>
							 | 
						||
| 
								 | 
							
								<p>I affirm the following:</p>
							 | 
						||
| 
								 | 
							
								<ul>
							 | 
						||
| 
								 | 
							
								<li>
							 | 
						||
| 
								 | 
							
								<p>I have received a copy of the Software Freedom Conservancy Conflict
							 | 
						||
| 
								 | 
							
								of Interest Policy. <code>__________________</code> (initial)</p>
							 | 
						||
| 
								 | 
							
								</li>
							 | 
						||
| 
								 | 
							
								<li>
							 | 
						||
| 
								 | 
							
								<p>I have read and understand the policy. <code>_________</code> (initial)</p>
							 | 
						||
| 
								 | 
							
								</li>
							 | 
						||
| 
								 | 
							
								<li>
							 | 
						||
| 
								 | 
							
								<p>I agree to comply with the policy. <code>_________</code> (initial)</p>
							 | 
						||
| 
								 | 
							
								</li>
							 | 
						||
| 
								 | 
							
								<li>
							 | 
						||
| 
								 | 
							
								<p>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. <code>_________</code> (initial)</p>
							 | 
						||
| 
								 | 
							
								</li>
							 | 
						||
| 
								 | 
							
								</ul>
							 | 
						||
| 
								 | 
							
								<p>Disclosures:</p>
							 | 
						||
| 
								 | 
							
								<p>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:</p>
							 | 
						||
| 
								 | 
							
								<p><code>________</code> I have no conflicts to report</p>
							 | 
						||
| 
								 | 
							
								<p><code>________</code> I have the following conflicts and/or potential conflicts
							 | 
						||
| 
								 | 
							
								to report:</p>
							 | 
						||
| 
								 | 
							
								<pre><code>__________________________________________________________________________
							 | 
						||
| 
								 | 
							
								
							 | 
						||
| 
								 | 
							
								__________________________________________________________________________
							 | 
						||
| 
								 | 
							
								
							 | 
						||
| 
								 | 
							
								__________________________________________________________________________
							 | 
						||
| 
								 | 
							
								
							 | 
						||
| 
								 | 
							
								__________________________________________________________________________
							 | 
						||
| 
								 | 
							
								
							 | 
						||
| 
								 | 
							
								__________________________________________________________________________
							 | 
						||
| 
								 | 
							
								</code></pre>
							 | 
						||
| 
								 | 
							
								<p>I hereby certify that the information set forth is true and complete
							 | 
						||
| 
								 | 
							
								to the best of my knowledge.</p>
							 | 
						||
| 
								 | 
							
								<p>Signature: <code>______________________________________</code></p>
							 | 
						||
| 
								 | 
							
								<p>Date: <code>_________________</code></p>
							 | 
						||
| 
								 | 
							
								<h2 id="exhibit-b-project-leadership-committee-conflict-disclosure-form">Exhibit B: Project Leadership Committee Conflict Disclosure Form</h2>
							 | 
						||
| 
								 | 
							
								<p>Each volunteer, academic and/or industry professional that serves
							 | 
						||
| 
								 | 
							
								on a Conservancy Member Project’s Project Leadership Committee (PLC)
							 | 
						||
| 
								 | 
							
								have a duty to act in the best interests of his or her Project when
							 | 
						||
| 
								 | 
							
								making decisions about the Project’s technical direction. Every committee
							 | 
						||
| 
								 | 
							
								member must also abide by New York State and USA federal laws associated with non-profit
							 | 
						||
| 
								 | 
							
								organizational governance.</p>
							 | 
						||
| 
								 | 
							
								<p>Committee members must complete this form annually and submit it to
							 | 
						||
| 
								 | 
							
								his or her PLC and to Conservancy’s Executive Director.</p>
							 | 
						||
| 
								 | 
							
								<p>Date: <code>_____________</code></p>
							 | 
						||
| 
								 | 
							
								<p>Next Form to be completed by (one year from now): <code>___________</code></p>
							 | 
						||
| 
								 | 
							
								<p>Name: <code>____________________________________</code></p>
							 | 
						||
| 
								 | 
							
								<p>Position (if applicable): <code>________________________________</code></p>
							 | 
						||
| 
								 | 
							
								<p>Employer (if student or self-employed, please indicate): <code>________________________________</code></p>
							 | 
						||
| 
								 | 
							
								<p>I affirm the following:</p>
							 | 
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| 
								 | 
							
								<ul>
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| 
								 | 
							
								<li>
							 | 
						||
| 
								 | 
							
								<p>I have received a copy of the Software Freedom Conservancy Conflict
							 | 
						||
| 
								 | 
							
								of Interest Policy. <code>_________</code> (initial)</p>
							 | 
						||
| 
								 | 
							
								</li>
							 | 
						||
| 
								 | 
							
								<li>
							 | 
						||
| 
								 | 
							
								<p>I have read and understand the policy, in particular, Section 3 (relating
							 | 
						||
| 
								 | 
							
								to PLCs). <code>_________</code> (initial)</p>
							 | 
						||
| 
								 | 
							
								</li>
							 | 
						||
| 
								 | 
							
								<li>
							 | 
						||
| 
								 | 
							
								<p>I agree to comply with the policy. <code>_________</code> (initial)</p>
							 | 
						||
| 
								 | 
							
								</li>
							 | 
						||
| 
								 | 
							
								<li>
							 | 
						||
| 
								 | 
							
								<p>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. <code>_________</code> (initial)</p>
							 | 
						||
| 
								 | 
							
								</li>
							 | 
						||
| 
								 | 
							
								</ul>
							 | 
						||
| 
								 | 
							
								<p>Disclosures:</p>
							 | 
						||
| 
								 | 
							
								<p>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:</p>
							 | 
						||
| 
								 | 
							
								<p><code>________</code> I have no conflicts to report</p>
							 | 
						||
| 
								 | 
							
								<p><code>________</code> I have the following conflicts and/or potential conflicts
							 | 
						||
| 
								 | 
							
								to report:</p>
							 | 
						||
| 
								 | 
							
								<pre><code>__________________________________________________________________________
							 | 
						||
| 
								 | 
							
								
							 | 
						||
| 
								 | 
							
								__________________________________________________________________________
							 | 
						||
| 
								 | 
							
								
							 | 
						||
| 
								 | 
							
								__________________________________________________________________________
							 | 
						||
| 
								 | 
							
								
							 | 
						||
| 
								 | 
							
								__________________________________________________________________________
							 | 
						||
| 
								 | 
							
								
							 | 
						||
| 
								 | 
							
								__________________________________________________________________________
							 | 
						||
| 
								 | 
							
								</code></pre>
							 | 
						||
| 
								 | 
							
								<p>I hereby certify that the information set forth is true and complete
							 | 
						||
| 
								 | 
							
								to the best of my knowledge.</p>
							 | 
						||
| 
								 | 
							
								<p>Signature: <code>________________________________________</code></p>
							 | 
						||
| 
								 | 
							
								<p>Date: <code>____________________________________</code></p>
							 | 
						||
| 
								 | 
							
								
							 | 
						||
| 
								 | 
							
								{% endblock %}
							 |