report the disclosure at the meeting and the disclosure shall be reflected

in the minutes of the meeting. 

* *Participation in Discussions and Votes Regarding Conflicted Matter.*

On a matter in which a Conservancy Person has a conflict of interest, the

conflicted Conservancy Person must abstain from, and must not hear nor

read the pre-vote discussions of the matter by the Board or Board

Committee, except to disclose material facts and to respond to

questions. The conflicted Conservancy Person shall not attempt to exert

his or her personal influence with respect to the matter, either at or

outside the meeting.  The Conflicted Person may read minutes and/or

logs of the matter's discussion after voting is complete.

* *Participation in Votes Regarding Conflicted Matter.* A conflicted

Conservancy Person may not vote on the Board 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. 

* *Conflicted Persons Cannot Establish Quorum.* A conflicted

Conservancy 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. 

* *Managing an Officer's Conflict of Interest.* If a Conservancy

Person is an Officer involved in 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 Chair of the Board

(or the Chair's designee). The Board must then approve any future

decisions, negotiations, and/or other actions taken by the Officer

regarding the conflicted matter, and include the person's disclosure

of the conflict and the Board's subsequent actions in the minutes

of the next meeting. 

* *Managing a Staff Member's Conflict of Interest.* If a Conservancy

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. 

== 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 a substantial capacity

or has a material financial interest in a for-profit enterprise that

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