From 699fe650c48c947edd2f1fc04ac04990d5e993db Mon Sep 17 00:00:00 2001
From: Tracy Homer
A Conservancy Person (or his or her family member) is a party to a +
A Conservancy Person (or their family member) is a party to a contract, or involved in a transaction with Conservancy for goods or services.
A Conservancy Person (or his or her family member) is a director, +
A Conservancy Person (or their family member) is a director, officer, agent, partner, associate, employee, trustee, personal representative, receiver, guardian, custodian, legal representative or in some other way has a fiduciary duty to an entity involved in a transaction with Conservancy.
A Conservancy Person (or his or her family member) is engaged in a substantial +
A Conservancy Person (or their family member) is engaged in a substantial capacity or has a material financial interest in a for-profit enterprise that competes with Conservancy or a Conservancy Project.
A Conservancy Person (or his or her family member) has a material +
A Conservancy Person (or their family member) has a material financial interest in, or fiduciary duty to an entity Conservancy has engaged in a free software license compliance effort, enforcement effort, or related litigation on behalf of a Conservancy project.
A Conservancy Person (or his or her family member) has a material +
A Conservancy Person (or their family member) has a material financial interest in or fiduciary duty to the competitor of an entity Conservancy has engaged in a free software license compliance effort, enforcement effort, or related litigation on behalf of a Conservancy @@ -70,7 +70,7 @@ not compromised by personal interests.
No Personal Profit or Gain. No Conservancy Person (or family member) shall derive any personal profit or gain, directly or indirectly, -by reason of his or her participation with Conservancy. Personal profit +by reason of their participation with Conservancy. Personal profit or gain does not include compensation approved by the Board for paid employees, or reimbursement of legitimate Conservancy expenses.
Conservancy Conflict Disclosure Form. Every six months, each +
Conservancy Conflict Disclosure Form. Every one year, each Conservancy Person shall complete a Conservancy Conflict Disclosure -form attached as Exhibit A and submit it to the Board and to -Conservancy’s General Counsel.
+form attached as Exhibit A and submit it to the BoardIn general, PLC Persons should avoid making technical decisions on -matters where his or her personal and/or professional interests are -at odds with his or her Project’s interests. In particular, the following +matters where their personal and/or professional interests are +at odds with their Project’s interests. In particular, the following scenarios are to be identified as conflicts of interest:
A PLC Person (or his or her family member) is a party to a contract, +
A PLC Person (or their family member) is a party to a contract, or involved in a transaction with Conservancy for goods or services -relating to his or her Project.
+relating to their Project.A PLC Person (or his or her family member) is an employee, owner, +
A PLC Person (or their family member) is an employee, owner, or otherwise has a financial interest in an entity involved in a transaction -with Conservancy relating to his or her Project.
+with Conservancy relating to their Project.A PLC Person (or his or her family member) is a director, officer, +
A PLC Person (or their family member) is a director, officer, agent, partner, associate, trustee, receiver, guardian, personal representative, custodian, legal representative or in some way has a fiduciary duty to an entity involved in a transaction with Conservancy relating to -his or her Project.
+their Project.A PLC Person (or his or her family member) is engaged in a substantial capacity +
A PLC Person (or their family member) is engaged in a substantial capacity or has a material financial interest in a for-profit enterprise that -competes with his or her Project.
+competes with their Project.A PLC Person (or his or her family member) is the owner of copyrights +
A PLC Person (or their family member) is the owner of copyrights that are the subject of a Conservancy-led compliance effort, enforcement effort, or related litigation – and the PLC Person (or a family member) has a material financial interest in or fiduciary duty to an entity @@ -208,7 +207,7 @@ adverse to this effort.
Conservancy further notes that a scenario may arise where a PLC Person -(or his or her family member) works for, owns, or otherwise has a +(or their family member) works for, owns, or otherwise has a financial interest in an entity that competes with a second entity involved in a transaction with Conservancy regarding the Project in question. This may or may not result in a conflict of interest, depending @@ -232,7 +231,7 @@ of legitimate Project expenses.
Disclosure and Abstention when Conflicted. Each PLC Person -shall disclose to his or her PLC and to Conservancy’s Executive Director +shall disclose to their 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.
@@ -285,7 +284,7 @@ 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 +their 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.This Form is to be completed every six months and submitted to the -Chairperson of Conservancy’s Board and to Conservancy’s General Counsel.
+This Form is to be completed every one year and submitted to the +Chairperson of Conservancy’s Board
Date: __________________________
Next Form to be completed by (six months from now): __________________
Next Form to be completed by (one year from now): __________________
Name: __________________________
Position (employee/officer/trustee): _________________________________
I affirm the following:
@@ -440,12 +439,12 @@ to the best of my knowledge.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 +have a duty to act in the best interests of their 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.
Committee members must complete this form annually and submit it to -his or her PLC and to Conservancy’s Executive Director.
+their PLC and to Conservancy’s Executive Director.Date: _____________
Next Form to be completed by (one year from now): ___________
Name: ____________________________________