) and its member Projects when Conservancy is contemplating entering into

 a transaction or arrangement that might benefit the private interest of

 a Director, Officer or Staff Member of Conservancy or a Representative

 of a Project Leadership Committee (

\begin_inset Quotes eld

\end_inset

PLC

\begin_inset Quotes erd

\end_inset

), or might result in a possible excess benefit transaction.

 This Policy is intended to supplement but not replace any applicable state

Conservancy Directors, Officers and Staff

Directors, Officers and Staff Members of Conservancy (

\begin_inset Quotes eld

\end_inset

Conservancy Interested Persons

\begin_inset Quotes erd

\end_inset

) 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 Interested Persons serve the public interest and are to have

 a clear understanding of Conservancy's charitable mission.

 All decisions made by Conservancy Interested Persons are to be made solely

 on the basis of a desire to promote the best interests of Conservancy and

 the public good.

\begin_layout Subsection

Defining a Conflict of Interest for a Conservancy Interested Person

\end_layout

\begin_layout Standard

In general, Conservancy Interested 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:

\end_layout

\begin_layout Itemize

A Conservancy Interested Person (or a family member of same) is a party

 to a contract, or involved in a transaction with Conservancy for goods

 or services.

\end_layout

\begin_layout Itemize

A Conservancy Interested Person (or a family member of same) 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.

\end_layout

\begin_layout Itemize

A Conservancy Interested Person (or a family member of same) is engaged

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

 enterprise that competes with Conservancy or a Conservancy Project.

\end_layout

\begin_layout Itemize

A Conservancy Interested Person (or a family member of same) 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.

\end_layout

\begin_layout Itemize

A Conservancy Interested Person (or a family member of same) 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, enforceme

nt 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 Interested Persons should take so that

 Conservancy's best interests are not compromised by personal interests.

\end_layout

\begin_layout Subsection

General Policies for Conservancy Interested Persons

\end_layout

\begin_layout Itemize

\series bold

No Personal Profit or Gain.

\series default

 No Conservancy Interested Person (or family member of the same), shall

 derive any personal profit or gain, directly or indirectly, by reason of

 his or her participation with Conservancy.

\end_layout

\begin_layout Itemize

\series bold

Disclosure and Abstention when Conflicted.

\series default

 Each Conservancy Interested 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.

\end_layout

\begin_layout Itemize

\series bold

Conservancy Conflict Disclosure Form.

\series default

 Every six months, each Conservancy Interested Person shall complete a Conservan

cy Conflict Disclosure form [FIXME: if this is posted online, then we can

 have a link; if not, attach it as an Exhibit A] and submit it to the Board

 and to Conservancy's General Counsel.

\end_layout

\begin_layout Subsection

Conflict Resolution Procedures for Conservancy Interested Persons

\end_layout

\begin_layout Itemize

\series bold

Disclosure of Conflict When Present.

\series default

 Prior to any Board or Board Committee action on a matter or transaction

 involving a conflict of interest, a Conservancy Interested 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.

\end_layout

\begin_layout Itemize

\series bold

Disclosure of Conflict When Absent.

\series default

A Conservancy Interested 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.

\end_layout

\begin_layout Itemize

\series bold

Participation in Discussions and Votes Regarding Conflicted Matter.

\series default

 A conflicted Conservancy Interested 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 Interested Person shall not attempt to exert

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

 outside the meeting.

\end_layout

\begin_layout Itemize

\series bold

Participation in Votes Regarding Conflicted Matter.

\series default

 A conflicted Conservancy Interested 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.

\end_layout

\begin_layout Itemize

\series bold

Conflicted Persons Cannot Establish Quorum.

\series default

 A conflicted Conservancy Interested 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_layout

\begin_layout Itemize

\series bold

Managing an Officer's Conflict of Interest.

\series default

If a Conservancy Interested 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.

\end_layout

\begin_layout Itemize

\series bold

Managing a Staff Member's Conflict of Interest.

\series default

 If a Conservancy Interested 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 Executive Director (or the Executive Director's

 designee).

 The Executive Director (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.

\end_layout

\begin_layout Itemize

\series bold

Confidentiality of Conflict Disclosures.

\series default

 Each Conservancy Interested 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.

PLCs are comprised of volunteers, academics, and industry professionals

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

 technical direction (

\begin_inset Quotes eld

\end_inset

Representatives

\begin_inset Quotes erd

\end_inset

).

 Conservancy understands and expects that many Representatives exploit professio

nal skills relating to their Project as individuals by providing developing,

 consulting, and/or training services.

 Nonetheless, each Representative has a duty to act in the best interests

 of his or her Project when making technical decisions about the Project.

\end_layout

\begin_layout Subsection

Defining a Conflict of Interest for a Representative

\end_layout

\begin_layout Standard

In general, Representative should avoid making technical decisions on matters

 where their 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:

\end_layout

\begin_layout Itemize

A Representative (or a family member of same) is a party to a contract,

 or involved in a transaction with Conservancy for goods or services relating

 to his or her Project.

\end_layout

\begin_layout Itemize

A Representative (or a family member of same) is a director, officer, agent,

 partner, associate, employee, trustee, personal representative, receiver,

 guardian, 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.

\end_layout

\begin_layout Itemize

A Representative (or a family member of same) is engaged in some capacity

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

 with his or her Project.

\end_layout

\begin_layout Itemize

A Representative (or a family member of same) is the owner of copyrights

 that are the subject of a Conservancy-led compliance effort, enforcement

 effort, or related litigation - and the Representative (or family member

 of same) has a material financial interest in or fiduciary duty to an entity

 adverse to this effort.

\end_layout

\begin_layout Standard

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 Representatives should

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

 interests.

\end_layout

\begin_layout Subsection

General Policies for Representatives

\end_layout

\begin_layout Itemize

\series bold

No Compensation for Representatives.

\series default

 No Representative shall receive any salary or other substantial benefit

 from Conservancy as compensation for his or her duties as a Representative.

\end_layout

\begin_layout Itemize

\series bold

Disclosure and Abstention when Conflicted.

\series default

 Each Representative 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.

\end_layout

\begin_layout Itemize

\series bold

Multiple Employees from the same Employer on a PLC.

\series default

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.

\end_layout

\begin_layout Itemize

\series bold

Conservancy is Final Arbiter.

\series default

 Each Representative acknowledges that Conservancy is the final arbiter

 of any issue relating to potential conflict.

\end_layout

\begin_layout Itemize

\series bold

Project Conflict Disclosure Form.

\series default

Each Representative shall complete a Project Conflict Disclosure form [FIXME:

 if this is posted online, then we can have a link; if not, attach it as

 an Exhibit A] and submit it to the PLC and to Conservancy's Executive Director

 on an annual basis.

\end_layout

\begin_layout Subsection

Conflict Resolution Procedures for Representatives

\end_layout

\begin_layout Itemize

\series bold

Disclosure of Conflict When Present.

\series default

 Prior to any PLC or PLC sub-committee action on a matter or transaction

 involving a conflict of interest, a Representative 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.

\end_layout

\begin_layout Itemize

\series bold

Disclosure of Conflict When Absent.

\series default

A Representative 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.

\end_layout

\begin_layout Itemize

\series bold

Participation in Discussions and Votes Regarding Conflicted Matter.

\series default

 A conflicted Representative 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 Representative shall not attempt to exert his or her personal

 influence with respect to the matter, either at or outside the meeting.

\end_layout

\begin_layout Itemize

\series bold

Participation in Votes Regarding Conflicted Matter.

\series default

 A conflicted Representative 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.

\end_layout

\begin_layout Itemize

\series bold

Conflicted Persons Cannot Establish Quorum.

\series default

 A conflicted Representative 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_layout

\begin_layout Subsection

Procedures for Conservancy Retaining Representative's Services

\end_layout

\begin_layout Standard

Notwithstanding the above, Conservancy acknowledges that many Representatives

 are software developers who can provide professional services useful to

 advance computing and contribute to Conservancy's mission.

 In many instances, a Representative 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.

\end_layout

\begin_layout Itemize

\series bold

Drafting the Software Development Proposal.

\series default

 PLCs must draft a written proposal for every software development project

 their Project wishes to fund.

 During the drafting process, if a Representative (or family member of same),

 a Representative's employer and/or a fellow employee of Representative's

 employer wish to be considered a candidate to fulfill the funded software

 development contract, that Representative 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 Representative's abstention from the proposal

 drafting process in the minutes of the next PLC meeting.

\end_layout

\begin_layout Itemize

\series bold

Selecting a Representative to Fulfill a Contract.

\series default

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 Representative

 to carry out the work, the following criteria must be met:

\end_layout

\begin_deeper

\begin_layout Itemize

\series bold

Suggested Compensation.

\series default

 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.

\end_layout

\begin_layout Itemize

\series bold

Independent Assessment of Credentials.

\series default

 The PLC (or an unaffiliated PLC member) must provide Conservancy's Executive

 Director (or designee) with a written assessment as to why the Representative

 is uniquely qualified to fulfill the funded contract.

\end_layout

\begin_layout Itemize

\series bold

Conservancy Retains Right to Request Competitive Bids.

\series default

 PLCs acknowledge that Conservancy retains the right to ask for bids from

 software developers in addition to Representative 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_layout

\end_deeper

\begin_layout Itemize

\series bold

Conservancy holds Sole Authority to Negotiate and Execute Contracts.

\series default

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 Representatives - beyond collecting

 the terms of the developer(s)' bid.

Project Community Members: Participating Corporations and Volunteers

\end_layout

\begin_layout Standard

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 

\begin_inset Quotes eld

\end_inset

interested persons,

\begin_inset Quotes erd

\end_inset

 all decision-making authority rests with the PLCs and/or Conservancy.

\end_layout

\begin_layout Itemize

\series bold

Community Members Cannot Direct Funds.

\series default

 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.