diff --git a/Conflicts/conflict-of-interest-policy.txt b/Conflicts/conflict-of-interest-policy.txt index 5e7b220ac803f3c674835a57e16b326a2e9f54ec..4712cfa7cd0039132ea78f02852d3bf7a18a438a 100644 --- a/Conflicts/conflict-of-interest-policy.txt +++ b/Conflicts/conflict-of-interest-policy.txt @@ -1,498 +1,4 @@ -Software Freedom Conservancy Conflict of Interest Policy -======================================================== - -== Purpose - -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 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. - - -== Conservancy Directors, Officers and Staff - -Directors, Officers and Staff Members of Conservancy (``Conservancy -Persons'') each have a duty to protect Conservancy and its Member Projects -from violating New York State and USA federal -- 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. - - -=== Defining a Conflict of Interest for a Conservancy Person - -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: - -* 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. - -* 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. - -* A Conservancy Person (or his or her family member) is engaged in a substantial -capacity or has a material financial interest in a for-profit enterprise -that competes with Conservancy or a Conservancy Project. - -* 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. - -* 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. - -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 Persons should take so that Conservancy's best interests are -not compromised by personal interests. - - -=== General Policies for Conservancy Persons - -* *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, or reimbursement of legitimate Conservancy expenses. - -* *Disclosure and Abstention when Conflicted.* 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. - -* *Conservancy Conflict Disclosure Form.* Every six months, each -Conservancy Person shall complete a Conservancy Conflict Disclosure -form <> and submit it to the Board and to -Conservancy's General Counsel. - - -=== Conflict Resolution Procedures for Conservancy 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 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 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.* -On a matter in which a Conservancy Person has a conflict of interest, the -conflicted Conservancy Person must abstain from, and must not hear nor -read the pre-vote discussions of the matter by the Board or Board -Committee, 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. The Conflicted Person may read minutes and/or -logs of the matter's discussion after voting is complete. - -* *Participation in Votes Regarding Conflicted Matter.* 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. - -* *Conflicted Persons Cannot Establish Quorum.* 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. - -* *Managing an Officer's Conflict of Interest.* 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 actions in the minutes -of the next meeting. - -* *Managing a Staff Member's Conflict of Interest.* 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, 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 -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. - -== 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 (``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. - - -=== Defining a Conflict of Interest for a PLC Person - -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: - -* 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. - -* 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. - -* 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. - -* A PLC Person (or his or her family member) is engaged in a substantial capacity -or has a material financial interest in a for-profit enterprise that -competes with his or her Project. - -* 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. - -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 PLC Persons should take -so that the Project's best interests are not compromised by personal -interests. - - -=== General Policies for PLC Persons - - -* *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. -Compensation does not include reimbursement of legitimate Project -expenses. - -* *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 -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 PLC Person acknowledges -that Conservancy is the final arbiter of any issue relating to potential -conflict. - -* *Project Conflict Disclosure Form.* Each PLC Person shall complete -a Project Conflict Disclosure form <> and -submit it to the PLC and to Conservancy's Executive Director on an -annual basis. - - -[[Procedures-PLC-Persons]] - -=== Conflict Resolution Procedures for PLC Persons - -* *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 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. - -* *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. - -* *Participation in Discussions and Votes Regarding Conflicted Matter.* -On a matter in which a PLC Person has a conflict of interest, the -conflicted PLC Person must abstain from, and must not hear nor -read the pre-vote discussions of the matter by the PLC or PLC -sub-committee, 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. The conflicted PLC Person may read minutes and/or -logs of the matter's discussion after voting is complete. - -* *Participation in Votes Regarding Conflicted Matter.* A conflicted -PLC Person may not vote on the PLC 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 -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. - - -=== Procedures for Conservancy Retaining PLC Person's Services - -Notwithstanding the above, Conservancy acknowledges that many PLC -Persons are technical service contractors (e.g., software developers, documentation writers, website developers, etc.) 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 interest and availability to fulfill a technical service -contract desired by Conservancy and/or a Project. To address those -instances, Conservancy requests Projects to follow the following procedures. - -* *Drafting the Technical Service Proposal.* PLCs must draft -a written proposal for every technical service project their Project -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 technical service contract, that PLC Person has a conflict -of interest and must recuse herself or himself from the proposal drafting -process, except to disclose material facts and to respond to questions, -and must abstain from any vote to approve that proposal. All other -procedures as outlined in <> 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. - -* *Selecting a PLC Person to Fulfill a Contract.* Once a PLC -has drafted and approved a technical service 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: - -** *Suggested Compensation.* The PLC must provide Conservancy's -Executive Director (or designee) with a suggested compensation (converted -into an hourly wage) for the technical service contractor to be retained to -fulfill the funded contract. - -** *Independent Assessment of Credentials.* 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. - -** *Conservancy Retains Right to Request Competitive Bids.* PLCs -acknowledge that Conservancy retains the right to ask for bids from -technical service contractors 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. - -* *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 -technical service contractors -- including PLC Persons -- beyond collecting the terms -of the technical service contractor(s)' bid. - - -== 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,'' and 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 PLCs and/or -key developers and architects 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. - - -[[Exhibit-A]] - -== 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: - -* I have received a copy of the Software Freedom Conservancy Conflict -of Interest Policy. +++__________________+++ (initial) - -* I have read and understand the policy. +++_________+++ (initial) - -* I agree to comply with the policy. +++_________+++ (initial) - -* 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) - -.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: +++_________________+++ - - -[[Exhibit-B]] - -== 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 New York State and USA 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: - -* I have received a copy of the Software Freedom Conservancy Conflict -of Interest Policy. +++_________+++ (initial) - -* I have read and understand the policy, in particular, Section 3 (relating -to PLCs). +++_________+++ (initial) - -* I agree to comply with the policy. +++_________+++ (initial) - -* 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) - -.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: +++____________________________________+++ +The Conservancy Travel Policy is now published at +. +The source code is `conflict-of-interest-policy.md` in this directory.