# Software Freedom Conservancy Conflict of Interest Policy

## 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 New York State and USA federal -- 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 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

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, or reimbursement of legitimate Conservancy expenses.

* **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 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

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.

* **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.

* **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

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.  Compensation does not include reimbursement

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

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.

* **Conservancy is Final Arbiter.** Each PLC Person acknowledges

that Conservancy is the final arbiter of any issue relating to potential

conflict.

* **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.

### Conflict Resolution Procedures for PLC Persons

* **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.

* **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.

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

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

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

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

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

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

PLC Person may not vote on the PLC 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

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.

### Procedures for Conservancy Retaining PLC Person's Services

Notwithstanding the above, Conservancy acknowledges that many PLC

Persons are technical service contractors (e.g., software developers,

documentation writers, website developers, etc.) 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 interest and availability to fulfill a technical service

contract desired by Conservancy and/or a Project. To address those

instances, Conservancy requests Projects to follow the following procedures.

* **Drafting the Technical Service Proposal.** PLCs must draft

a written proposal for every technical service 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 technical service contract, that PLC Person has a conflict

of interest and must recuse herself or himself from the proposal drafting

process, except to disclose material facts and to respond to questions,

and must abstain from any vote to approve that proposal.  All other

procedures as outlined in

[Conflict Resolution Procedures for PLC Persons](#conflict-resolution-procedures-for-plc-persons)

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.

* **Selecting a PLC Person to Fulfill a Contract.** Once a PLC

has drafted and approved a technical service 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:

  * **Suggested Compensation.** The PLC must provide Conservancy's

Executive Director (or designee) with a suggested compensation (converted

into an hourly wage) for the technical service contractor to be retained to

fulfill the funded contract.

  * **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.

  * **Conservancy Retains Right to Request Competitive Bids.** PLCs

acknowledge that Conservancy retains the right to ask for bids from

technical service contractors 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.

* **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

technical service contractors -- including PLC Persons -- beyond collecting the terms

of the technical service contractor(s)' bid.

## 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.

* **Community Members Cannot Direct Funds.** Community Members

are free to offer suggestions and engage in open dialogue with PLCs and/or

key developers and architects 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.

## 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: `__________________________`

Position (employee/officer/trustee): `_________________________________`

I affirm the following:

* I have received a copy of the Software Freedom Conservancy Conflict

of Interest Policy. `__________________` (initial)

* I have read and understand the policy. `_________` (initial)

* I agree to comply with the policy. `_________` (initial)

* 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)

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:

    __________________________________________________________________________

    __________________________________________________________________________

    __________________________________________________________________________

    __________________________________________________________________________

    __________________________________________________________________________

I hereby certify that the information set forth is true and complete

to the best of my knowledge.

Signature: `______________________________________`

Date: `_________________`

## 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 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.

Date: `_____________`

Next Form to be completed by (one year from now): `___________`

Name: `____________________________________`

Position (if applicable): `________________________________`

Employer (if student or self-employed, please indicate): `________________________________`

I affirm the following:

* I have received a copy of the Software Freedom Conservancy Conflict

of Interest Policy. `_________` (initial)

* I have read and understand the policy, in particular, Section 3 (relating

to PLCs). `_________` (initial)

* I agree to comply with the policy. `_________` (initial)

* 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)

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:

    __________________________________________________________________________

    __________________________________________________________________________

    __________________________________________________________________________

    __________________________________________________________________________

    __________________________________________________________________________

I hereby certify that the information set forth is true and complete

to the best of my knowledge.

Signature: `________________________________________`

Date: `____________________________________`