Software Freedom Conservancy Conflict of Interest Policy

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:Date:      1 March 2012

== Purpose

The purpose of this conflict of interest policy (``Policy'')  is to protect

the Software Freedom Conservancy (``Conservancy'') and its Member Projects

when Conservancy contemplates entering into a transaction or arrangement

that might benefit the private interest of a Director, Officer or Staff

Member of Conservancy or a member of a Project Leadership Committee

(``PLC''), or might otherwise result in a possible excess benefit

transaction. This Policy is intended to supplement but not replace any

applicable state and federal laws governing conflict of interest

applicable to nonprofit and charitable organizations.

== Conservancy Directors, Officers and Staff

Directors, Officers and Staff Members of Conservancy (``Conservancy

Persons'') 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.

=== Defining a Conflict of Interest for a Conservancy Person

In general, Conservancy Persons should avoid making decisions on matters

where their personal interests are at odds with the Conservancy's

interests. In particular, the following scenarios are to be identified as

conflicts of interest:

* A Conservancy Person (or his or her 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,

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 some

that competes with Conservancy or a Conservancy Project. 

* A Conservancy Person (or his or her 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

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

project. 

Conservancy acknowledges that other situations may create the appearance

of a conflict, or present a duality of interests. All such circumstances

should be disclosed to the Board, as appropriate, and the Board shall make

a decision as to what (if any) course of action Conservancy or relevant

Conservancy Persons should take so that Conservancy's best interests are

not compromised by personal interests.

=== General Policies for Conservancy Persons

* *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

or gain does not include compensation approved by the Board for paid

employees. 

* *Disclosure and Abstention when Conflicted.* Each Conservancy

Person shall disclose to Conservancy's Board any conflict of interest

which he or she may have in any matter pending before Conservancy

and shall refrain from participation in any decision on such matter. 

* *Conservancy Conflict Disclosure Form.* Every six months, each

Conservancy Person shall complete a Conservancy Conflict Disclosure

form <<Exhibit-A,attached as Exhibit A>> and submit it to the Board and to

Conservancy's General Counsel. 

=== Conflict Resolution Procedures for Conservancy Persons

* *Disclosure of Conflict When Present.* Prior to any Board or

Board Committee action on a matter or transaction involving a conflict

of interest, a Conservancy Person having a conflict of interest and

who is in attendance at the meeting shall disclose all facts material

to the conflict. Such disclosure shall be reflected in the minutes

of the meeting. If board members are aware that Staff or other volunteers

Person is a Staff Member who has been assigned duties that involve

a decision, matter or transaction in which he or she has a conflict

of interest, he or she must immediately disclose all facts material

to the conflict to the President (or the President's designee). The

President (or designee) must then approve any future decisions, negotiations,

and/or other actions taken by the Staff Member regarding the conflicted

matter, and file a written report acknowledging the potential conflict. 

* *Confidentiality of Conflict Disclosures.* Each Conservancy

Person shall exercise care not to disclose confidential information

acquired in connection with disclosures of conflicts of interest or

potential conflicts, which might be adverse to Conservancy's interests. 

\end{itemize}

== Project Leadership Committees

PLCs are comprised of volunteers, academics, and industry professionals

that represent a Project's community and make decisions about a Project's

technical direction (``PLC Persons''). Conservancy understands and

expects that many PLC Persons exploit professional skills relating

to their Project as individuals by providing developing, consulting,

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

decisions about the Project.

=== Defining a Conflict of Interest for a PLC Person

In 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

scenarios are to be identified as conflicts of interest: 

* A PLC Person (or his or her 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. 

* A PLC Person (or his or her 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. 

* A PLC Person (or his or her 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. 

* A PLC Person (or his or her family member) is engaged in some capacity

competes with his or her Project. 

* A PLC Person (or his or her 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

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

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

on the specific facts. Should this scenario arise, Conservancy requests

that the circumstances be disclosed to Conservancy's Executive Director

and to the PLC. 

Conservancy acknowledges that other situations may create the appearance

of a conflict, or present a duality of interests. All such circumstances

should be disclosed to Conservancy's Executive Director and to the

PLC, as appropriate, and the PLC shall make a decision as to what

(if any) course of action the PLC or relevant PLC Persons should take

so that the Project's best interests are not compromised by personal

interests.

=== General Policies for PLC Persons

* *No Compensation for PLC Persons.* No PLC Person shall receive

any salary or other substantial benefit from Conservancy as compensation

for his or her duties as a PLC Person. 

* *Disclosure and Abstention when Conflicted.* 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. 

* *Multiple Employees from the same Employer on a PLC.* 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.