Conflict of Interest Policy, 2018 Update

Last modified by Patrick Masson on 2019.01.10 at 13:55:16 PST

CONFLICT OF INTEREST POLICY

Article I: Purpose

This conflict of interest policy is designed to foster public confidence in the integrity of the Open Source Initiative (the “Organization”) and to protect the Organization’s interest when it is contemplating entering a transaction (defined below) that might benefit the private interest of a director, a corporate officer, the top management / top financial official, or a key employee (defined below).

Article II: Definitions

The following are considered interested persons for the purposes of this policy:

  1. Each member of the Board of Directors or other governing body.
  2. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,
  3. A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or
  4. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.

Interest means any commitment, investment, relationship, obligation, or involvement, financial or otherwise, direct or indirect, that may influence a person’s judgment, including receipt of compensation from the Organization, a sale, loan, or exchange transaction with the Organization.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

A conflict of interest is arises when, in the judgment of the Board of Directors, an interested party is in a position of authority over the Organization—such as an officer, director, or key employee—and may benefit financially from a decision they could make in such capacity (including indirect benefits such as to family members or businesses with which the person is closely associated), and as such reduces the likelihood that the interested party’s influence can be exercised impartially in the best interests of the Organization.

Transaction means any transaction, agreement, or arrangement between an interested party and the Organization, or between the Organization and any third party where an interested party has an interest in the transaction or any party to it.

Article III: Procedures

1. Duty to Disclose

In connection with any actual or possible current conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

2. Determining Whether a Conflict of Interest Exists

With regard to an interested person, the Board shall determine if a conflict of interest exists. The interested person(s) involved with the transaction shall not be present during the Board’s discussion or determination of whether a conflict of interest exists, except as provided in Article IV below.

3. Procedures for Addressing a Conflict of Interest

The Board shall follow the procedures set forth in Article IV in order to decide what measures are needed to protect the Organization’s interests in light of the nature and seriousness of the conflict, to decide whether to enter into the transaction and, if so, to ensure that the terms of the transaction are appropriate.

Article IV: Review by the Board

The Board may ask questions of and receive presentation(s) from the interested party(s) and any other interested person(s), but shall deliberate and vote on the transaction in their absence. The Board shall ascertain that all material facts regarding the transaction and the interested party’s conflict of interest have been disclosed to the Board and shall compile appropriate data, such as comparability studies, to determine fair market value for the transaction.

After exercising due diligence, which may include investigating alternatives that present no conflict, the Board shall determine whether the transaction is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable to the Organization; the majority of disinterested members of the Board then in office may approve the transaction.

Article V: Records of Proceedings

The minutes of any meeting of the Board pursuant to this policy shall contain the name of each interested party who disclosed or was otherwise determined to have an interest in a transaction; the nature of the interest and whether it was determined to constitute a conflict of interest; any alternative transactions considered; the members of the Board who were present during the deliberations on the transaction, those who voted on it, and to what extent interested persons were excluded from the deliberations; any comparability data or other information obtained and relied upon by the Board and how the information was obtained; and the result of the vote, including, if applicable, the terms of the transaction that was approved and the date it was approved.

Article VI: Annual Disclosure and Compliance Statements

Each director, each corporate officer, the top management official, the top financial official, and each key employee of the Organization, shall annually sign a statement on the form attached, that:

  • affirms that the person has received a copy of this conflict of interest policy, has read and understood the policy, and has agreed to comply with the policy; and
  • discloses the person’s financial interests and family relationships that could give rise to conflicts of interest.

Article VII: Violations

If the Board has reasonable cause to believe that an interested party of the Organization has failed to disclose actual or possible conflicts of interest, including those arising from a transaction with a related interested person, it shall inform such interested party of the basis for this belief and afford the interested party an opportunity to explain the alleged failure to disclose. If, after hearing the interested party’s response and making further investigation as warranted by the circumstances, the Board determines that the interested party has failed to disclose an actual or possible conflict of interest, the Board shall take appropriate disciplinary and corrective action.

Article VIII: Annual Reviews

To ensure that the Organization operates in a manner consistent with its status as an organization exempt from federal income tax, the Board shall authorize and oversee an annual review of the administration of this conflict of interest policy. The review may be written or oral. The review shall consider the level of compliance with the policy, the continuing suitability of the policy, and whether the policy should be modified and improved.

Article VIII

Use of Outside Experts

When conducting the periodic reviews as provided for in Article VII, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.

CONFLICT OF INTEREST POLICY:

ACKNOWLEDGMENT AND FINANCIAL INTEREST DISCLOSURE STATEMENT

The Open Source Initiative (the “Organization”) follows a conflict of interest policy designed to foster public confidence in our integrity and to protect our interest when we are contemplating entering a transaction or arrangement that might benefit the private interest of a director, a corporate officer, our top management official and top financial official, or any of our key employees.

Part I. Acknowledgment of Receipt

I hereby acknowledge that I have received a copy of the conflict of interest policy of THE OPEN SOURCE INITIATIVE, have read and understood it, and agree to comply with its terms.

Signature: ______________________________________________________________________________    Date:_______________________

Printed Name: ___________________________________________________________________________

Part II. Disclosure of Financial Interests

THE OPEN SOURCE INITIATIVE is required to annually file Form 990-EZ with the Internal Revenue Service, and to make our completed form filed with the IRS available to the public. To complete Form 990-EZ fully and accurately, each officer, director and key employee of THE OPEN SOURCE INITIATIVE must disclose the information requested in this, Part II.

Part II Please check ONE of the following boxes:

☐ My interests and relationships have not changed since my last disclosure of interests. [Proceed to signature block below. Do not complete the tables.]

OR

☐ I hereby disclose or update my interests and relationships that currently give rise to a conflict of interest, and will advise the OSI Board of Directors of any interest in the future that gives rise to a conflict: [Complete the table below. Use additional pages as needed.]

Family RelationshipsNames of those presenting a potential conflict of interest
Include spouse/domestic partner, living ancestors, brothers and sisters (whether whole or half blood), children (whether natural or adopted), grandchildren, great grand-children, and spouses/ domestic partners of brothers, sisters, children, grandchildren, and great grandchildren
Type of interestDescription of interest that could lead to a conflict of interest
Transactions or arrangements with the Organization
Transactions or affiliations with other nonprofit organizations
Substantial business or investment holdings
Transactions or affiliations with businesses not listed above

I am not aware of any financial interest involving me or a family member that could present a conflict of interest that I have not disclosed either above or in a previous disclosure statement.

__________________________ _______________________

Signature Date

__________________________

Printed Name

A “conflict of interest,” for purposes of Form 990-EZ, arises when a person in a position of authority over an organization, such as an officer, director, or key employee, may benefit financially from a decision they could make in such capacity, including indirect benefits such as to family members or businesses with which the person is closely associated.

Tags:
Created by Patrick Masson on 2018.12.21 at 11:28:04 PST
    

Submit feedback regarding this wiki to webmaster@opensource.org

This wiki is licensed under a Creative Commons 2.0 license
XWiki Enterprise 7.4.2 - Documentation