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\title{Software Freedom Conservancy Conflict of Interest Policy}

\maketitle

\section{Purpose}

The purpose of this conflict of interest policy (``Policy'') is

to protect the Software Freedom Conservancy (``Conservancy'') 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 (``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

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. 

\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

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

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

relevant Conservancy Interested Persons should take so that Conservancy's

best interests are not compromised by personal interests. 

\subsection{General Policies for Conservancy Interested 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{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. 

\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. 

\end{itemize}

\subsection{Conflict Resolution Procedures for Conservancy Interested 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.

\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

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. 

\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. 

\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. 

\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. 

\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. 

\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. 

\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.

\subsection{Defining a Conflict of Interest for a Representative}

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:

\begin{itemize}

\item 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.

\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

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

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{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 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. 

\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

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. 

\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

an annual basis. 

\end{itemize}

\subsection{Conflict Resolution Procedures for Representatives}

\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 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. 

\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. 

\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. 

\end{itemize}

\subsection{Procedures for Conservancy Retaining Representative'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,

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.

\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

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.

\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.

\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.

\end{itemize}

\item \textbf{Conservancy holds Sole Authority to Negotiate and Execute

Contracts. }PLCs acknowledge that Conservancy holds sole authority

to negotiate and execute contracts on behalf of Member Projects. In

turn, Conservancy pledges to negotiate all contracts zealously, putting

the best interests of the affected Member Project first. To avoid

any conflicts, PLCs must not engage in any pre-negotiation with prospective

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

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. 

\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}

\end{document}