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Tracy Homer 2022-09-20 14:25:55 -04:00
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www/conservancy/static/projects/policies/conflict-of-interest-policy.d477e1b02e2093594db118aaa956da8c93129d58.html
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@ -29,30 +29,30 @@ interests. In particular, the following scenarios are to be identified as
conflicts of interest:</p> conflicts of interest:</p>
<ul> <ul>
<li> <li>
<p>A Conservancy Person (or his or her family member) is a party to a <p>A Conservancy Person (or their family member) is a party to a
contract, or involved in a transaction with Conservancy for goods contract, or involved in a transaction with Conservancy for goods
or services.</p> or services.</p>
</li> </li>
<li> <li>
<p>A Conservancy Person (or his or her family member) is a director, <p>A Conservancy Person (or their family member) is a director,
officer, agent, partner, associate, employee, trustee, personal officer, agent, partner, associate, employee, trustee, personal
representative, receiver, guardian, custodian, legal representative or in representative, receiver, guardian, custodian, legal representative or in
some other way has a fiduciary duty to an entity involved in a transaction some other way has a fiduciary duty to an entity involved in a transaction
with Conservancy.</p> with Conservancy.</p>
</li> </li>
<li> <li>
<p>A Conservancy Person (or his or her family member) is engaged in a substantial <p>A Conservancy Person (or their family member) is engaged in a substantial
capacity or has a material financial interest in a for-profit enterprise capacity or has a material financial interest in a for-profit enterprise
that competes with Conservancy or a Conservancy Project.</p> that competes with Conservancy or a Conservancy Project.</p>
</li> </li>
<li> <li>
<p>A Conservancy Person (or his or her family member) has a material <p>A Conservancy Person (or their family member) has a material
financial interest in, or fiduciary duty to an entity Conservancy financial interest in, or fiduciary duty to an entity Conservancy
has engaged in a free software license compliance effort, enforcement has engaged in a free software license compliance effort, enforcement
effort, or related litigation on behalf of a Conservancy project.</p> effort, or related litigation on behalf of a Conservancy project.</p>
</li> </li>
<li> <li>
<p>A Conservancy Person (or his or her family member) has a material <p>A Conservancy Person (or their family member) has a material
financial interest in or fiduciary duty to the competitor of an entity financial interest in or fiduciary duty to the competitor of an entity
Conservancy has engaged in a free software license compliance effort, Conservancy has engaged in a free software license compliance effort,
enforcement effort, or related litigation on behalf of a Conservancy enforcement effort, or related litigation on behalf of a Conservancy
@ -70,7 +70,7 @@ not compromised by personal interests.</p>
<li> <li>
<p><strong>No Personal Profit or Gain.</strong> No Conservancy Person (or family <p><strong>No Personal Profit or Gain.</strong> No Conservancy Person (or family
member) shall derive any personal profit or gain, directly or indirectly, 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 or gain does not include compensation approved by the Board for paid
employees, or reimbursement of legitimate Conservancy expenses.</p> employees, or reimbursement of legitimate Conservancy expenses.</p>
</li> </li>
@ -81,10 +81,9 @@ which he or she may have in any matter pending before Conservancy
and shall refrain from participation in any decision on such matter.</p> and shall refrain from participation in any decision on such matter.</p>
</li> </li>
<li> <li>
<p><strong>Conservancy Conflict Disclosure Form.</strong> Every six months, each <p><strong>Conservancy Conflict Disclosure Form.</strong> Every one year, each
Conservancy Person shall complete a Conservancy Conflict Disclosure Conservancy Person shall complete a Conservancy Conflict Disclosure
form attached as Exhibit A and submit it to the Board and to form attached as Exhibit A and submit it to the Board</p>
Conservancy&rsquo;s General Counsel.</p>
</li> </li>
</ul> </ul>
<h3 id="conflict-resolution-procedures-for-conservancy-persons">Conflict Resolution Procedures for Conservancy Persons</h3> <h3 id="conflict-resolution-procedures-for-conservancy-persons">Conflict Resolution Procedures for Conservancy Persons</h3>
@ -116,7 +115,7 @@ conflicted Conservancy Person must abstain from, and must not hear nor
read the pre-vote discussions of the matter by the Board or Board read the pre-vote discussions of the matter by the Board or Board
Committee, except to disclose material facts and to respond to Committee, except to disclose material facts and to respond to
questions. The conflicted Conservancy Person shall not attempt to exert questions. The conflicted Conservancy 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 Person may read minutes and/or outside the meeting. The Conflicted Person may read minutes and/or
logs of the matter&rsquo;s discussion after voting is complete.</p> logs of the matter&rsquo;s discussion after voting is complete.</p>
</li> </li>
@ -169,38 +168,38 @@ technical direction (&ldquo;PLC Persons&rdquo;). Conservancy understands and
expects that many PLC Persons exploit professional skills relating expects that many PLC Persons exploit professional skills relating
to their Project as individuals by providing developing, consulting, to their Project as individuals by providing developing, consulting,
and/or training services. Nonetheless, each PLC Person has a duty and/or training services. Nonetheless, each PLC Person has a duty
to act in the best interests of his or her Project when making technical to act in the best interests of their Project when making technical
decisions about the Project.</p> decisions about the Project.</p>
<h3 id="defining-a-conflict-of-interest-for-a-plc-person">Defining a Conflict of Interest for a PLC Person</h3> <h3 id="defining-a-conflict-of-interest-for-a-plc-person">Defining a Conflict of Interest for a PLC Person</h3>
<p>In general, PLC Persons should avoid making technical decisions on <p>In general, PLC Persons should avoid making technical decisions on
matters where his or her personal and/or professional interests are matters where their personal and/or professional interests are
at odds with his or her Project&rsquo;s interests. In particular, the following at odds with their Project&rsquo;s interests. In particular, the following
scenarios are to be identified as conflicts of interest:</p> scenarios are to be identified as conflicts of interest:</p>
<ul> <ul>
<li> <li>
<p>A PLC Person (or his or her family member) is a party to a contract, <p>A PLC Person (or their family member) is a party to a contract,
or involved in a transaction with Conservancy for goods or services or involved in a transaction with Conservancy for goods or services
relating to his or her Project.</p> relating to their Project.</p>
</li> </li>
<li> <li>
<p>A PLC Person (or his or her family member) is an employee, owner, <p>A PLC Person (or their family member) is an employee, owner,
or otherwise has a financial interest in an entity involved in a transaction or otherwise has a financial interest in an entity involved in a transaction
with Conservancy relating to his or her Project.</p> with Conservancy relating to their Project.</p>
</li> </li>
<li> <li>
<p>A PLC Person (or his or her family member) is a director, officer, <p>A PLC Person (or their family member) is a director, officer,
agent, partner, associate, trustee, receiver, guardian, personal representative, agent, partner, associate, trustee, receiver, guardian, personal representative,
custodian, legal representative or in some way has a fiduciary duty custodian, legal representative or in some way has a fiduciary duty
to an entity involved in a transaction with Conservancy relating to to an entity involved in a transaction with Conservancy relating to
his or her Project.</p> their Project.</p>
</li> </li>
<li> <li>
<p>A PLC Person (or his or her family member) is engaged in a substantial capacity <p>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 or has a material financial interest in a for-profit enterprise that
competes with his or her Project.</p> competes with their Project.</p>
</li> </li>
<li> <li>
<p>A PLC Person (or his or her family member) is the owner of copyrights <p>A PLC Person (or their family member) is the owner of copyrights
that are the subject of a Conservancy-led compliance effort, enforcement that are the subject of a Conservancy-led compliance effort, enforcement
effort, or related litigation &ndash; and the PLC Person (or a family member) effort, or related litigation &ndash; and the PLC Person (or a family member)
has a material financial interest in or fiduciary duty to an entity has a material financial interest in or fiduciary duty to an entity
@ -208,7 +207,7 @@ adverse to this effort.</p>
</li> </li>
</ul> </ul>
<p>Conservancy further notes that a scenario may arise where a PLC Person <p>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 financial interest in an entity that competes with a second entity
involved in a transaction with Conservancy regarding the Project in involved in a transaction with Conservancy regarding the Project in
question. This may or may not result in a conflict of interest, depending question. This may or may not result in a conflict of interest, depending
@ -232,7 +231,7 @@ of legitimate Project expenses.</p>
</li> </li>
<li> <li>
<p><strong>Disclosure and Abstention when Conflicted.</strong> Each PLC Person <p><strong>Disclosure and Abstention when Conflicted.</strong> Each PLC Person
shall disclose to his or her PLC and to Conservancy&rsquo;s Executive Director shall disclose to their PLC and to Conservancy&rsquo;s Executive Director
any conflict of interest which he or she may have in any matter pending 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 before the PLC and shall refrain from participation in any decision
on such matter.</p> on such matter.</p>
@ -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 read the pre-vote discussions of the matter by the PLC or PLC
sub-committee, except to disclose material facts and to respond to sub-committee, except to disclose material facts and to respond to
questions. The conflicted PLC Person shall not attempt to exert 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 outside the meeting. The conflicted PLC Person may read minutes and/or
logs of the matter&rsquo;s discussion after voting is complete.</p> logs of the matter&rsquo;s discussion after voting is complete.</p>
</li> </li>
@ -390,10 +389,10 @@ Persons serve the public interest and are to have a clear understanding
of Conservancy&rsquo;s charitable mission. All decisions made by Conservancy of Conservancy&rsquo;s charitable mission. All decisions made by Conservancy
Persons are to be made solely on the basis of a desire to promote Persons are to be made solely on the basis of a desire to promote
the best interests of Conservancy and the public good.</p> the best interests of Conservancy and the public good.</p>
<p>This Form is to be completed every six months and submitted to the <p>This Form is to be completed every one year and submitted to the
Chairperson of Conservancy&rsquo;s Board and to Conservancy&rsquo;s General Counsel.</p> Chairperson of Conservancy&rsquo;s Board</p>
<p>Date: <code>__________________________</code></p> <p>Date: <code>__________________________</code></p>
<p>Next Form to be completed by (six months from now): <code>__________________</code></p> <p>Next Form to be completed by (one year from now): <code>__________________</code></p>
<p>Name: <code>__________________________</code></p> <p>Name: <code>__________________________</code></p>
<p>Position (employee/officer/trustee): <code>_________________________________</code></p> <p>Position (employee/officer/trustee): <code>_________________________________</code></p>
<p>I affirm the following:</p> <p>I affirm the following:</p>
@ -440,12 +439,12 @@ to the best of my knowledge.</p>
<h2 id="exhibit-b-project-leadership-committee-conflict-disclosure-form">Exhibit B: Project Leadership Committee Conflict Disclosure Form</h2> <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 <p>Each volunteer, academic and/or industry professional that serves
on a Conservancy Member Project&rsquo;s Project Leadership Committee (PLC) on a Conservancy Member Project&rsquo;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&rsquo;s technical direction. Every committee making decisions about the Project&rsquo;s technical direction. Every committee
member must also abide by New York State and USA federal laws associated with non-profit member must also abide by New York State and USA federal laws associated with non-profit
organizational governance.</p> organizational governance.</p>
<p>Committee members must complete this form annually and submit it to <p>Committee members must complete this form annually and submit it to
his or her PLC and to Conservancy&rsquo;s Executive Director.</p> their PLC and to Conservancy&rsquo;s Executive Director.</p>
<p>Date: <code>_____________</code></p> <p>Date: <code>_____________</code></p>
<p>Next Form to be completed by (one year from now): <code>___________</code></p> <p>Next Form to be completed by (one year from now): <code>___________</code></p>
<p>Name: <code>____________________________________</code></p> <p>Name: <code>____________________________________</code></p>