policies Changeset - 9fc01214d17d · Conservancy Kallithea

Changeset - 9fc01214d17d

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Tony Sebro (keynote2k) - 12 years ago 2012-03-01 21:13:52
tony@sfconservancy.org

2 files changed with 753 insertions and 360 deletions:

Conflicts/conflict-of-interest-policy.lyx

429

170

Conflicts/conflict-of-interest-policy.tex

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190

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Conflicts/conflict-of-interest-policy.lyx

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@@ ... / @@ -3,11 +3,11 @@ @@
 \begin_document
 \begin_header
 \textclass article
-\use_default_options true
+\use_default_options false
 \maintain_unincluded_children false
 \language english
 \language_package default
-\inputencoding auto
+\inputencoding latin9
 \fontencoding global
 \font_roman default
 \font_sans default
@@ ... / @@ -25,6 +25,7 @@ @@
 \bibtex_command default
 \index_command default
 \paperfontsize default
 \spacing single
 \use_hyperref false
 \papersize default
 \use_geometry false
@@ ... / @@ -37,7 +38,7 @@ @@
 \use_indices false
 \paperorientation portrait
 \suppress_date false
-\use_refstyle 1
+\use_refstyle 0
 \index Index
 \shortcut idx
 \color #008000
@@ ... / @@ -84,10 +85,10 @@ Conservancy @@
 \begin_inset Quotes erd
 \end_inset
 ) 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 (
 ) 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 (
 \begin_inset Quotes eld
 \end_inset
@@ ... / @@ -95,7 +96,7 @@ PLC @@
 \begin_inset Quotes erd
 \end_inset
 ), or might result in a possible excess benefit transaction.
+), 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.
@@ ... / @@ -110,66 +111,64 @@ Directors, Officers and Staff Members of Conservancy ( @@
 \begin_inset Quotes eld
 \end_inset
-Conservancy Interested Persons
 Conservancy 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.
  Conservancy Persons serve the public interest and are to have a clear understan
 ding 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.
 \end_layout
 \begin_layout Subsection
-Defining a Conflict of Interest for a Conservancy Interested Person
 Defining a Conflict of Interest for a Conservancy 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 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:
+ 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.
 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.
 \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,
 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.
 \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.
 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.
 \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
 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.
 \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.
 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_layout
@@ ... @@
  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.
  Conservancy or relevant Conservancy 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
 General Policies for Conservancy Persons
 \end_layout
 \begin_layout Itemize
@@ ... / @@ -193,9 +191,11 @@ General Policies for Conservancy Interested Persons @@
 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.
  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.
 \end_layout
@@ ... / @@ -205,10 +205,9 @@ No Personal Profit or Gain. @@
 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.
  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.
 \end_layout
@@ ... / @@ -218,15 +217,14 @@ Disclosure and Abstention when Conflicted. @@
 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
  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_layout
 \begin_layout Subsection
-Conflict Resolution Procedures for Conservancy Interested Persons
 Conflict Resolution Procedures for Conservancy Persons
 \end_layout
 \begin_layout Itemize
@@ ... / @@ -236,9 +234,9 @@ 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.
  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
@@ ... / @@ -253,12 +251,13 @@ Disclosure of Conflict When Present. @@
 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.
 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.
 \end_layout
 \begin_layout Itemize
@@ ... @@
 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.
  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.
 \end_layout
@@ ... @@
 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.
  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.
@@ ... / @@ -297,9 +296,9 @@ Participation in Votes Regarding Conflicted Matter. @@
 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.
  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.
 \end_layout
@@ ... / @@ -309,10 +308,10 @@ Conflicted Persons Cannot Establish Quorum. @@
 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).
 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
@@ ... @@
 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.
  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, negotiation
 s, and/or other actions taken by the Staff Member regarding the conflicted
  matter, and file a written report acknowledging the potential conflict.
 \end_layout
@@ ... / @@ -344,10 +341,9 @@ Managing a Staff Member's Conflict of Interest. @@
 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.
  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_layout
@@ ... @@
 \begin_inset Quotes eld
 \end_inset
-Representatives
+PLC Persons
 \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,
  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 Representative has a duty to act in the best interests
  of his or her Project when making technical decisions about the Project.
  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.
 \end_layout
 \begin_layout Subsection
-Defining a Conflict of Interest for a Representative
+Defining a Conflict of Interest for a PLC Person
 \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 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:
+ 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
 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.
 \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.
 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 Conservanc
 y 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
 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.
 \end_layout
 \begin_layout Itemize
 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.
 \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.
 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_layout
 \begin_layout Standard
 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.
 \end_layout
@@ ... @@
  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.
  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.
 \end_layout
 \begin_layout Subsection
-General Policies for Representatives
+General Policies for PLC Persons
 \end_layout
 \begin_layout Itemize
 \series bold
-No Compensation for Representatives.
+No Compensation for PLC Persons.
 \series default
  No Representative shall receive any salary or other substantial benefit
  from Conservancy as compensation for his or her duties as a Representative.
  No PLC Person shall receive any salary or other substantial benefit from
  Conservancy as compensation for his or her duties as a PLC Person.
 \end_layout
@@ ... / @@ -449,10 +463,10 @@ No Compensation for Representatives. @@
 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.
  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.
 \end_layout
@@ ... / @@ -463,10 +477,11 @@ 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.
  same employer serve on the same PLC\SpecialChar \@.
  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.
 \series default
  Each Representative acknowledges that Conservancy is the final arbiter
  of any issue relating to potential conflict.
  Each PLC Person acknowledges that Conservancy is the final arbiter of any
  issue relating to potential conflict.
 \end_layout
 \begin_layout Itemize
@@ ... / @@ -489,15 +505,14 @@ Conservancy is Final Arbiter. @@
 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
 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_layout
 \begin_layout Subsection
-Conflict Resolution Procedures for Representatives
+Conflict Resolution Procedures for PLC Persons
 \end_layout
 \begin_layout Itemize
@@ ... / @@ -507,9 +522,9 @@ 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.
  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.
 \end_layout
@@ ... / @@ -520,12 +535,13 @@ Disclosure of Conflict When Present. @@
 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.
 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.
 \end_layout
 \begin_layout Itemize
@@ ... @@
 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
  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.
 \end_layout
@@ ... @@
 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
  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.
@@ ... / @@ -563,25 +579,26 @@ Participation in Votes Regarding Conflicted Matter. @@
 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.
  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_layout
 \begin_layout Subsection
-Procedures for Conservancy Retaining Representative's Services
+Procedures for Conservancy Retaining PLC Person's Services
 \end_layout
 \begin_layout Standard
-Notwithstanding the above, Conservancy acknowledges that many Representatives
+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 Representative will have the strongest mix of credentials,
+ 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.
 \end_layout
 \begin_layout Itemize
@@ ... / @@ -592,27 +609,27 @@ 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.
  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 Representative's abstention from the proposal
  drafting process in the minutes of the next PLC meeting.
  The PLC must document the PLC Person'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.
+Selecting a PLC Person 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
+ If the PLC wishes to recommend that Conservancy contract with a PLC Person
  to carry out the work, the following criteria must be met:
 \end_layout
@@ ... / @@ -626,6 +643,7 @@ 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.
 \end_layout
 \begin_layout Itemize
@@ ... / @@ -634,9 +652,10 @@ Suggested Compensation. @@
 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
  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.
 \end_layout
 \begin_layout Itemize
@@ ... / @@ -646,10 +665,11 @@ 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.
+ 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_layout
 \end_deeper
@@ ... @@
  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.
  prospective contractors - including PLC Persons - beyond collecting the
  terms of the developer(s)' bid.
 \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
+ Community Members -- including participating corporations, sponsors, and
  volunteers alike.
  Community members are not traditionally considered to be
 \begin_inset Quotes eld
@@ ... / @@ -686,7 +706,7 @@ interested persons, @@
 \begin_inset Quotes erd
 \end_inset
  all decision-making authority rests with the PLCs and/or Conservancy.
+ and all decision-making authority rests with the PLCs and/or Conservancy.
 \end_layout
@@ ... / @@ -704,6 +724,245 @@ Community Members Cannot Direct Funds. @@
  control over a Project's technical direction beyond what is available to
  other vocal, active, and contributing community members.
 \begin_inset Newpage pagebreak
 \end_inset
 \end_layout
 \begin_layout Section*
 Exhibit A: Conservancy Conflict Disclosure Form
 \end_layout
 \begin_layout Standard
 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 understan
 ding 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.
 \end_layout
 \begin_layout Standard
 This Form is to be completed every six months and submitted to the Chairperson
  of Conservancy's Board and to Conservancy's General Counsel.
 \end_layout
 \begin_layout Standard
 Date: _____________
 \end_layout
 \begin_layout Standard
 Next Form to be completed by (six months from now): ___________
 \end_layout
 \begin_layout Standard
 Name: ____________________________________ Date: ____________________
 \end_layout
 \begin_layout Standard
 Position (employee/officer/trustee): ________________________________
 \end_layout
 \begin_layout Standard
 I affirm the following:
 \end_layout
 \begin_layout Itemize
 I have received a copy of the Software Freedom Conservancy Conflict of Interest
  Policy.
  _________ (initial)
 \end_layout
 \begin_layout Itemize
 I have read and understand the policy.
  _________ (initial)
 \end_layout
 \begin_layout Itemize
 I agree to comply with the policy.
  _________ (initial)
 \end_layout
 \begin_layout Itemize
 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_layout
 \begin_layout Standard
 Disclosures:
 \end_layout
 \begin_layout Standard
 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:
 \end_layout
 \begin_layout Standard
 ________ I have no conflicts to report
 \end_layout
 \begin_layout Standard
 ________ I have the following conflicts and/or potential conflicts to report:
 \end_layout
 \begin_layout Standard
 ____________________________________________________________________________
 \end_layout
 \begin_layout Standard
 ____________________________________________________________________________
 \end_layout
 \begin_layout Standard
 ____________________________________________________________________________
 \end_layout
 \begin_layout Standard
 ____________________________________________________________________________
 \end_layout
 \begin_layout Standard
 ____________________________________________________________________________
 \end_layout
 \begin_layout Standard
 I hereby certify that the information set forth is true and complete to
  the best of my knowledge.
 \end_layout
 \begin_layout Standard
 Signature: ______________________________________ Date: _________________
 \end_layout
 \begin_layout Section*
 \begin_inset Newpage pagebreak
 \end_inset
 Exhibit B: Project Leadership Committee Conflict Disclosure Form
 \end_layout
 \begin_layout Standard
 Each volunteer, academic and/or industry professional that serves on a Conservan
 cy 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.
 \end_layout
 \begin_layout Standard
 Committee members must complete this form annually and submit it to his
  or her PLC and to Conservancy's Executive Director.
 \end_layout
 \begin_layout Standard
 Date: _____________
 \end_layout
 \begin_layout Standard
 Next Form to be completed by (one year from now): ___________
 \end_layout
 \begin_layout Standard
 Name: ____________________________________ Date: ____________________
 \end_layout
 \begin_layout Standard
 Position (if applicable): ________________________________
 \end_layout
 \begin_layout Standard
 Employer (if student or self-employed, please indicate): _______________________
 _________
 \end_layout
 \begin_layout Standard
 I affirm the following:
 \end_layout
 \begin_layout Itemize
 I have received a copy of the Software Freedom Conservancy Conflict of Interest
  Policy.
  _________ (initial)
 \end_layout
 \begin_layout Itemize
 I have read and understand the policy, in particular, Section 3 (relating
  to PLCs).
  _________ (initial)
 \end_layout
 \begin_layout Itemize
 I agree to comply with the policy.
  _________ (initial)
 \end_layout
 \begin_layout Itemize
 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_layout
 \begin_layout Standard
 Disclosures:
 \end_layout
 \begin_layout Standard
 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:
 \end_layout
 \begin_layout Standard
 ________ I have no conflicts to report
 \end_layout
 \begin_layout Standard
 ________ I have the following conflicts and/or potential conflicts to report:
 \end_layout
 \begin_layout Standard
 ____________________________________________________________________________
 \end_layout
 \begin_layout Standard
 ____________________________________________________________________________
 \end_layout
 \begin_layout Standard
 ____________________________________________________________________________
 \end_layout
 \begin_layout Standard
 ____________________________________________________________________________
 \end_layout
 \begin_layout Standard
 ____________________________________________________________________________
 \end_layout
 \begin_layout Standard
 I hereby certify that the information set forth is true and complete to
  the best of my knowledge.
 \end_layout
 \begin_layout Standard
 Signature: ______________________________________ Date: ________________
 \end_layout
 \end_body

Conflicts/conflict-of-interest-policy.tex

➞

Show inline comments

@@ ... / @@ -14,193 +14,202 @@ @@
 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 Representative
 of a Project Leadership Committee (``PLC''), or might 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.
 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
 Interested 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 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.
 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 Interested Person}
 \subsection{Defining a Conflict of Interest for a Conservancy Person}
 In general, Conservancy Interested Persons should avoid making decisions
 on matters where their personal interests are at odds with the Conservancy's
 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:
+as conflicts of interest:
 \begin{itemize}
 \item 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.
 \item 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.
 \item 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.
 \item A Conservancy Interested Person (or a family member of same) has a
 material financial interest in, or fiduciary duty to an entity Conservancy
 \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 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, enforcement effort, or related litigation on behalf of a Conservancy
 \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 Interested Persons should take so that Conservancy's
 best interests are not compromised by personal interests.
 relevant Conservancy Persons should take so that Conservancy's best
 interests are not compromised by personal interests.
-\subsection{General Policies for Conservancy Interested Persons}
 \subsection{General Policies for Conservancy Persons}
 \begin{itemize}
 \item \textbf{No Personal Profit or Gain.} 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.
 \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
 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.
 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 Interested Person shall complete a Conservancy 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.
 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 Interested Persons}
 \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 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.
 \item \textbf{Disclosure of Conflict When Absent. }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.
 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 Interested Person shall not participate
 in or be permitted to hear the Board's or Board Committee's discussion
 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 Interested Person shall not attempt to exert his or her
 personal influence with respect to the matter, either at or outside
 the meeting.
 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 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.
 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 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.
 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
 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.
 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
 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.
 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
 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.
 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 (``Representatives''). Conservancy understands
 and expects that many Representatives exploit professional 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.
 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 Representative}
+\subsection{Defining a Conflict of Interest for a PLC Person}
 In general, Representative should avoid making technical decisions
 on matters where their personal and/or professional interests are
 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:
+scenarios are to be identified as conflicts of interest:
 \begin{itemize}
-\item A Representative (or a family member of same) is a party to a contract,
+\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 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.
 \item A Representative (or a family member of same) is engaged in some capacity
 \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 Representative (or a family member of same) is the owner of copyrights
+\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 Representative (or family
 member of same) has a material financial interest in or fiduciary
 duty to an entity adverse to this effort.
 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 Representatives should
 take so that the Project's best interests are not compromised by personal
 interests.
 (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 Representatives}
+\subsection{General Policies for PLC Persons}
 \begin{itemize}
 \item \textbf{No Compensation for Representatives.} No Representative shall
 receive any salary or other substantial benefit from Conservancy as
 compensation for his or her duties as a Representative.
 \item \textbf{Disclosure and Abstention when Conflicted.} Each Representative
 \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
@@ ... @@
 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 Representative acknowledges
+\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 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.
 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 Representatives}
+\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 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 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{Disclosure of Conflict When Absent. }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.
 \item \textbf{Participation in Discussions and Votes Regarding Conflicted
 Matter.} 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.
 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
 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.
 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
 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.
 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 Representative's Services}
+\subsection{Procedures for Conservancy Retaining PLC Person's Services}
 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,
 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.
+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 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.
 \item \textbf{Selecting a Representative 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 Representative
 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.
+fulfill the funded contract.
 \item \textbf{Independent Assessment of Credentials.} 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.
 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 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.
 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
@@ ... @@
 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
+contractors - including PLC Persons - beyond collecting the terms
 of the developer(s)' bid.
 \end{itemize}
@@ ... @@
 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,'' all decision-making authority
 rests with the PLCs and/or Conservancy.
 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,
@@ ... @@
 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. \end{itemize}
 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:
 \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
 \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
 \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
 \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
 \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
 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:
 \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
 \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
 \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
 \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
 \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
 I hereby certify that the information set forth is true and complete
 to the best of my knowledge.
 Signature: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
 Date: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
 \end{document}

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