@@ -84,30 +84,271 @@ Conservancy
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) and its member Projects from when it is contemplating entering into a
transaction or arrangement that might benefit the private interest of an
officer or director of the Organization or might result in a possible excess
benefit transaction.
This policy is intended to supplement but not replace any applicable state
) and its member Projects when Conservancy is contemplating entering into
a transaction or arrangement that might benefit the private interest of
a Director, Officer or Staff Member of Conservancy or a Representative
of a Project Leadership Committee (
\begin_inset Quotes eld
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.
\end_layout
\begin_layout Section
Conservancy Board of Directors
Conservancy Directors, Officers and Staff
\begin_layout Standard
ASDF
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.
Conservancy Officers and Key Employees
\begin_layout 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_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 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.
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 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.
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.
asdfsaf
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.
General Policies for Conservancy Interested Persons
\series bold
No Personal Profit or Gain.
\series default
No Conservancy Interested Person (or family member of the same), shall
derive any personal profit or gain, directly or indirectly, by reason of
his or her participation with Conservancy.
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.
Conservancy Conflict Disclosure Form.
Every six months, each Conservancy Interested Person shall complete a Conservan
cy Conflict Disclosure form [FIXME: if this is posted online, then we can
have a link; if not, attach it as an Exhibit A] and submit it to the Board
and to Conservancy's General Counsel.
Conflict Resolution Procedures for Conservancy Interested Persons
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.
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.
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.
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.
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.
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.
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.
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
@@ -115,11 +356,354 @@ Project Leadership Committees
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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 professio
nal skills relating to their Project as individuals by providing developing,
consulting, and/or training services.
Nonetheless, each Representative has a duty to act in the best interests
of his or her Project when making technical decisions about the Project.
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.
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.
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 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.
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.
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
General Policies for Representatives
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.
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.
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.
Conservancy is Final Arbiter.
Each Representative acknowledges that Conservancy is the final arbiter
of any issue relating to potential conflict.
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 Resolution Procedures for Representatives
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.
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
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.
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.
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.
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.
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.
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_deeper
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.
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.
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_deeper
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.
Project Community Members and Volunteers
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.
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_body