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

In general, Conservancy Persons should avoid making decisions on matters

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

contract, or involved in a transaction with Conservancy for goods

or services. 

capacity or has a material financial interest in a business or enterprise

that competes with Conservancy or a Conservancy Project. 

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. 

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

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. 

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 Person shall complete a Conservancy Conflict Disclosure

Conservancy's General Counsel. 

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

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. 

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. 

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. 

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. 

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. 

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

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. 

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

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. 

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}

PLCs are comprised of volunteers, academics, and industry professionals

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

decisions about the Project.

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: 

or involved in a transaction with Conservancy for goods or services

relating to his or her Project. 

or otherwise has a financial interest in an entity involved in a transaction

with Conservancy relating to his or her Project. 

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. 

or has a material financial interest in a business or enterprise that

competes with his or her Project. 

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

interests.

any salary or other substantial benefit from Conservancy as compensation

for his or her duties as a 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. 

discourages the practice of having multiple employees of the same

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. 

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

conflict. 

submit it to the PLC and to Conservancy's Executive Director on an

annual basis. 

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. 

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. 

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. 

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. 

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. 

Notwithstanding the above, Conservancy acknowledges that many PLC

Persons are software developers who can provide professional services

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. 

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

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

document the PLC Person's abstention from the proposal drafting process

in the minutes of the next PLC meeting. 

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:

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. 

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. 

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. 

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. 

The work accomplished by Conservancy and its Member Projects would

not be possible without the generous donation of time, funds, and

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. 

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

Directors, Officers and Staff Members of Conservancy each have a duty

to protect Conservancy and its Member Projects from violating state

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

This Form is to be completed every six months and submitted to the

Chairperson of Conservancy's Board and to Conservancy's General Counsel. 

I affirm the following: 

maintain its federal tax exemption it must engage primarily in activities

Please describe below any relationships, transactions, positions you

(or your family member) hold, or any other circumstances that you

between your duty to Conservancy and your personal interests, financial

or otherwise: 

to report:

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

to the best of my knowledge. 

Each volunteer, academic and/or industry professional that serves

on a Conservancy Member Project's Project Leadership Committee (PLC)

Committee members must complete this form annually and submit it to

his or her PLC and to Conservancy's Executive Director. 

I affirm the following: 

maintain its federal tax exemption it must engage primarily in activities

Please describe below any relationships, transactions, positions you

(or your family member) hold, or any other circumstances that you

between your duty to your Project and your personal interests, financial

or otherwise: 

to report:

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

to the best of my knowledge.