Merge branch 'tracy/conflictofinterest'
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Tracy Homer
commit
ff56468bb9
1 changed files with 29 additions and 30 deletions
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@ -29,30 +29,30 @@ 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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<p>A Conservancy Person (or their 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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<p>A Conservancy Person (or their 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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<p>A Conservancy Person (or their 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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<p>A Conservancy Person (or their 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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<p>A Conservancy Person (or their 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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@ -70,7 +70,7 @@ not compromised by personal interests.</p>
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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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by reason of their 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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@ -81,10 +81,9 @@ 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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<p><strong>Conservancy Conflict Disclosure Form.</strong> Every one year, 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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form attached as Exhibit A and submit it to the Board</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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@ -116,7 +115,7 @@ 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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their 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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@ -169,38 +168,38 @@ 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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to act in the best interests of their 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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matters where their personal and/or professional interests are
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at odds with their 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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<p>A PLC Person (or their 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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relating to their 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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<p>A PLC Person (or their 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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with Conservancy relating to their 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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<p>A PLC Person (or their 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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their 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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<p>A PLC Person (or their 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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competes with their 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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<p>A PLC Person (or their 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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@ -208,7 +207,7 @@ 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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(or their 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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@ -232,7 +231,7 @@ of legitimate Project 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 PLC Person
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shall disclose to his or her PLC and to Conservancy’s Executive Director
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shall disclose to their PLC and to Conservancy’s Executive Director
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any conflict of interest which he or she may have in any matter pending
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before the PLC and shall refrain from participation in any decision
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on such matter.</p>
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@ -285,7 +284,7 @@ conflicted PLC Person must abstain from, and must not hear nor
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read the pre-vote discussions of the matter by the PLC or PLC
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sub-committee, except to disclose material facts and to respond to
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questions. The conflicted PLC Person shall not attempt to exert
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his or her personal influence with respect to the matter, either at or
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their personal influence with respect to the matter, either at or
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outside the meeting. The conflicted PLC Person may read minutes and/or
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logs of the matter’s discussion after voting is complete.</p>
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</li>
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@ -390,10 +389,10 @@ Persons serve the public interest and are to have a clear understanding
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of Conservancy’s charitable mission. All decisions made by Conservancy
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Persons are to be made solely on the basis of a desire to promote
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the best interests of Conservancy and the public good.</p>
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<p>This Form is to be completed every six months and submitted to the
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Chairperson of Conservancy’s Board and to Conservancy’s General Counsel.</p>
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<p>This Form is to be completed every one year and submitted to the
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Chairperson of Conservancy’s Board</p>
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<p>Date: <code>__________________________</code></p>
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<p>Next Form to be completed by (six months from now): <code>__________________</code></p>
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<p>Next Form to be completed by (one year from now): <code>__________________</code></p>
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<p>Name: <code>__________________________</code></p>
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<p>Position (employee/officer/trustee): <code>_________________________________</code></p>
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<p>I affirm the following:</p>
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@ -440,12 +439,12 @@ to the best of my knowledge.</p>
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<h2 id="exhibit-b-project-leadership-committee-conflict-disclosure-form">Exhibit B: Project Leadership Committee Conflict Disclosure Form</h2>
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<p>Each volunteer, academic and/or industry professional that serves
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on a Conservancy Member Project’s Project Leadership Committee (PLC)
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have a duty to act in the best interests of his or her Project when
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have a duty to act in the best interests of their Project when
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making decisions about the Project’s technical direction. Every committee
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member must also abide by New York State and USA federal laws associated with non-profit
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organizational governance.</p>
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<p>Committee members must complete this form annually and submit it to
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his or her PLC and to Conservancy’s Executive Director.</p>
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their PLC and to Conservancy’s Executive Director.</p>
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<p>Date: <code>_____________</code></p>
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<p>Next Form to be completed by (one year from now): <code>___________</code></p>
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<p>Name: <code>____________________________________</code></p>
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