Software Freedom Conservancy

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:

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

Conflict Resolution Procedures for Conservancy Persons

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:

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

Conflict Resolution Procedures for PLC Persons

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.

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.

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: __________________________

Position (employee/officer/trustee): _________________________________

I affirm the following:

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: 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: ____________________________________

Position (if applicable): ________________________________

Employer (if student or self-employed, please indicate): ________________________________

I affirm the following:

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: ____________________________________

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Our privacy policy was last updated 25 May 2018.