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\title{Software Freedom Conservancy Conflict of Interest Policy}

\maketitle

\section{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.


\section{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.


\subsection{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: 
\begin{itemize}
\item 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. 
\item 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. 
\item A Conservancy Person (or his or her family member) is engaged in some
capacity or has a material financial interest in a business or enterprise
that competes with Conservancy or a Conservancy Project. 
\item 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. 
\item 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. 
\end{itemize}
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.


\subsection{General Policies for Conservancy Persons}
\begin{itemize}
\item \textbf{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. 
\item \textbf{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. 
\item \textbf{Conservancy Conflict Disclosure Form.} Every six months, 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. 
\end{itemize}

\subsection{Conflict Resolution Procedures for Conservancy Persons}
\begin{itemize}
\item \textbf{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
have a conflict of interest, relevant facts should be disclosed by
the board member or by the interested person him/herself if invited
to the Board meeting as a guest for purposes of disclosure. 
\item \textbf{Disclosure of Conflict When Absent. }A Conservancy Person
who plans not to attend a meeting at which he or she has reason to
believe that the Board or Board Committee will act on a matter in
which he or she is conflicted shall disclose to the Chair of the meeting
all facts material to the conflict of interest. The Chairperson shall
report the disclosure at the meeting and the disclosure shall be reflected
in the minutes of the meeting. 
\item \textbf{Participation in Discussions and Votes Regarding Conflicted
Matter.} A conflicted Conservancy Person shall not participate in
or be permitted to hear the Board's or Board Committee's discussion
of the matter where he or she has a conflict of interest, 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. 
\item \textbf{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. 
\item \textbf{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. 
\item \textbf{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. 
\item \textbf{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. 
\item \textbf{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}

\section{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.


\subsection{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: 
\begin{itemize}
\item 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. 
\item 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. 
\item 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. 
\item A PLC Person (or his or her family member) is engaged in some capacity
or has a material financial interest in a business or enterprise that
competes with his or her Project. 
\item 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. 
\end{itemize}
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.


\subsection{General Policies for PLC Persons}
\begin{itemize}
\item \textbf{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. 
\item \textbf{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. 
\item \textbf{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. 
\item \textbf{Conservancy is Final Arbiter.} Each PLC Person acknowledges
that Conservancy is the final arbiter of any issue relating to potential
conflict. 
\item \textbf{Project Conflict Disclosure Form. }Each PLC Person shall complete
a Project Conflict Disclosure form {[}Attached as Exhibit B{]} and
submit it to the PLC and to Conservancy's Executive Director on an
annual basis. 
\end{itemize}

\subsection{Conflict Resolution Procedures for PLC Persons}
\begin{itemize}
\item \textbf{Disclosure of Conflict When Present.} Prior to any PLC or
PLC sub-committee action on a matter or transaction involving a conflict
of interest, a PLC 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. 
\item \textbf{Disclosure of Conflict When Absent. }A PLC Person who plans
not to attend a meeting at which he or she has reason to believe that
the PLC or PLC sub-committee will act on a matter in which he or she
is conflicted shall disclose to the Chair of the meeting all facts
material to the conflict of interest. The Chair shall report the disclosure
at the meeting and the disclosure shall be reflected in the minutes
of the meeting. 
\item \textbf{Participation in Discussions and Votes Regarding Conflicted
Matter.} A conflicted PLC Person shall not participate in or be permitted
to hear the PLC's or PLC sub-committee's discussion of the matter
where he or she has a conflict of interest, 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 outside the meeting. 
\item \textbf{Participation in Votes Regarding Conflicted Matter.} A conflicted
PLC 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. 
\item \textbf{Conflicted Persons Cannot Establish Quorum.} A conflicted
PLC 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. 
\end{itemize}

\subsection{Procedures for Conservancy Retaining PLC Person's Services}

Notwithstanding the above, Conservancy acknowledges that many PLC
Persons are software developers who can provide professional services
useful to advance computing and contribute to Conservancy's mission.
In many instances, a PLC Person will have the strongest mix of credentials,
experience, and available bandwidth to fulfill a software development
contract desired by Conservancy and/or a Project. To address those
instances, Conservancy requests Projects to follow the following procedures. 
\begin{itemize}
\item \textbf{Drafting the Software Development Proposal.} PLCs must draft
a written proposal for every software development project their Project
wishes to fund. During the drafting process, if a PLC Person (or his
or her family member), a PLC Person's employer and/or a fellow employee
of PLC Person's employer wish to be considered a candidate to fulfill
the funded software development contract, that PLC Person has a conflict
of interest and must recuse herself or himself from the proposal drafting
process and abstain from any vote to approve that proposal. All other
procedures as outlined in Section 3.3 shall still apply. The PLC must
document the PLC Person's abstention from the proposal drafting process
in the minutes of the next PLC meeting. 
\item \textbf{Selecting a PLC Person to Fulfill a Contract. }Once a PLC
has drafted and approved a development proposal, the PLC is free to
consider qualified candidates to fulfill the funded contract. If the
PLC wishes to recommend that Conservancy contract with a PLC Person
to carry out the work, the following criteria must be met:

\begin{itemize}
\item \textbf{Suggested Compensation.} The PLC must provide Conservancy's
Executive Director (or designee) with a suggested compensation (converted
into an hourly wage) for the software developer to be retained to
fulfill the funded contract. 
\item \textbf{Independent Assessment of Credentials.} The PLC (or an unaffiliated
PLC Person) must provide Conservancy's Executive Director (or designee)
with a written assessment as to why the PLC Person is uniquely qualified
to fulfill the funded contract. 
\item \textbf{Conservancy Retains Right to Request Competitive Bids.} PLCs
acknowledge that Conservancy retains the right to ask for bids from
software developers in addition to PLC Person to fulfill a given contract.
Should that instance arise, Conservancy's Executive Director (or designee)
will consult with the PLC to select the candidate best suited to fulfill
the contract within the budget allotted. 
\end{itemize}
\item \textbf{Conservancy holds Sole Authority to Negotiate and Execute
Contracts. }PLCs acknowledge that Conservancy holds sole authority
to negotiate and execute contracts on behalf of Member Projects. In
turn, Conservancy pledges to negotiate all contracts zealously, putting
the best interests of the affected Member Project first. To avoid
any conflicts, PLCs must not engage in any pre-negotiation with prospective
contractors - including PLC Persons - beyond collecting the terms
of the developer(s)' bid. 
\end{itemize}

\section{Project Community Members: Participating Corporations and Volunteers}

The work accomplished by Conservancy and its Member Projects would
not be possible without the generous donation of time, funds, and
support Project Community Members -- including participating corporations,
sponsors, and volunteers alike. Community members are not traditionally
considered to be ``interested persons,'' and all decision-making
authority rests with the PLCs and/or Conservancy. 
\begin{itemize}
\item \textbf{Community Members Cannot Direct Funds.} Community Members
are free to offer suggestions and engage in open dialogue with PLC,
key developers regarding a Project's technical direction. However,
each PLC and Conservancy must together maintain sole and final control
over that Project's technical direction and charitable mission. Community
Members who make financial donations do not receive any additional
control over a Project's technical direction beyond what is available
to other vocal, active, and contributing community members. \pagebreak{}
\end{itemize}

\section*{Exhibit A: Conservancy Conflict Disclosure Form}

Directors, Officers and Staff Members of Conservancy 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.

This Form is to be completed every six months and submitted to the
Chairperson of Conservancy's Board and to Conservancy's General Counsel. 

Date: \_\_\_\_\_\_\_\_\_\_\_\_\_ 

Next Form to be completed by (six months from now): \_\_\_\_\_\_\_\_\_\_\_

Name: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
Date: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ 

Position (employee/officer/trustee): \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

I affirm the following: 
\begin{itemize}
\item I have received a copy of the Software Freedom Conservancy Conflict
of Interest Policy. \_\_\_\_\_\_\_\_\_ (initial) 
\item I have read and understand the policy. \_\_\_\_\_\_\_\_\_ (initial) 
\item I agree to comply with the policy. \_\_\_\_\_\_\_\_\_ (initial) 
\item I understand that Conservancy is a public charity and in order to
maintain its federal tax exemption it must engage primarily in activities
which accomplish one or more of tax-exempt purposes. \_\_\_\_\_\_\_\_\_
(initial) 
\end{itemize}
Disclosures: 

Please describe below any relationships, transactions, positions you
(or your family member) hold, or any other circumstances that you
believe could cause a conflict of interest as defined by the Policy
between your duty to Conservancy and your personal interests, financial
or otherwise: 

\_\_\_\_\_\_\_\_ I have no conflicts to report

\_\_\_\_\_\_\_\_ I have the following conflicts and/or potential conflicts
to report:

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

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I hereby certify that the information set forth is true and complete
to the best of my knowledge. 

Signature: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
Date: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ 


\section*{\pagebreak{}Exhibit B: Project Leadership Committee Conflict Disclosure
Form}

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
making decisions about the Project's technical direction. Every committee
member must also abide by state and 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. 

Date: \_\_\_\_\_\_\_\_\_\_\_\_\_ 

Next Form to be completed by (one year from now): \_\_\_\_\_\_\_\_\_\_\_

Name: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
Date: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ 

Position (if applicable): \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Employer (if student or self-employed, please indicate): \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

I affirm the following: 
\begin{itemize}
\item I have received a copy of the Software Freedom Conservancy Conflict
of Interest Policy. \_\_\_\_\_\_\_\_\_ (initial) 
\item I have read and understand the policy, in particular, Section 3 (relating
to PLCs). \_\_\_\_\_\_\_\_\_ (initial) 
\item I agree to comply with the policy. \_\_\_\_\_\_\_\_\_ (initial) 
\item I understand that Conservancy is a public charity and in order to
maintain its federal tax exemption it must engage primarily in activities
which accomplish one or more of tax-exempt purposes. \_\_\_\_\_\_\_\_\_
(initial) 
\end{itemize}
Disclosures: 

Please describe below any relationships, transactions, positions you
(or your family member) hold, or any other circumstances that you
believe could cause a conflict of interest as defined by the Policy
between your duty to your Project and your personal interests, financial
or otherwise: 

\_\_\_\_\_\_\_\_ I have no conflicts to report

\_\_\_\_\_\_\_\_ I have the following conflicts and/or potential conflicts
to report:

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

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I hereby certify that the information set forth is true and complete
to the best of my knowledge. 

Signature: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
Date: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\end{document}
