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.
+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.
+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.
+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 attached as Exhibit A and submit it to the Board and to +Conservancy’s General Counsel.
+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.
+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.
+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.
+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 attached as Exhibit B and +submit it to the PLC and to Conservancy’s Executive Director on an +annual basis.
+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.
+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 +Conflict Resolution Procedures for PLC Persons +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.
+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.
+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: __________________________
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: _________________
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: ____________________________________
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: ____________________________________