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.

\section{Conservancy Directors, Officers and Staff}

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

Interested Persons'') each have a duty to protect Conservancy and

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. 

\subsection{Defining a Conflict of Interest for a Conservancy Interested Person}

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

\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

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

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

\subsection{General Policies for Representatives}

\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

shall disclose to his or her PLC and to Conservancy's Executive Director

any conflict of interest which he or she may have in any matter pending

before the PLC and shall refrain from participation in any decision

on such matter. 

\item \textbf{Multiple Employees from the same Employer on a PLC. }Conservancy

discourages the practice of having multiple employees of the same

of any prospective conflict of interest with the employer on the PLC,

and PLCs will have to exercise greater care to avoid the influence

of the employer's interests. If this situation is unavoidable, PLCs

are encouraged to err on the side of caution in identifying all potential

conflicts of interest relating to the employer. 

\item \textbf{Conservancy is Final Arbiter.} Each Representative 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

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. 

\end{itemize}

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

The work accomplished by Conservancy and its Member Projects would

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

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. 

\begin{itemize}

\item \textbf{Community Members Cannot Direct Funds.} Community Members

are free to offer suggestions and engage in open dialogue with PLC,

key developers regarding a Project's technical direction. However,

each PLC and Conservancy must together maintain sole and final control

over that Project's technical direction and charitable mission. Community

Members who make financial donations do not receive any additional

control over a Project's technical direction beyond what is available

to other vocal, active, and contributing community members. \end{itemize}