Dear fellow community,
I'd like to make available, with the present message, the draft of an
amendment to the Rules of Procedure of the Board of Directors, aimed at
including a Conflict of Interest Policy. This process is stated in § 1.2
of said Rules of Procedure [1].
The Membership Committee has recently adopted a Conflict of Interest
Policy [2]. Other directors and myself want a Conflict of Interest
Policy also for the Board of Directors, as a guide to correct behavior;
we also think that having a policy would simplify internal processes and
the onboarding of the new members, both in the Board of Directors and in
the Membership Committee.
As per said §1.2 of the Rules of Procedure, I propose the following
amendment. The Preamble will be changed to read:
---
Preamble
In addition to § 7, (5) of the statutes, the Board of Directors hereby
agrees on the following rules of procedure. Notwithstanding any
regulations in the statutes, this document defines board processes,
decision making, as well as sharing and delegation of board tasks.
Binding part of these Rules of Procedure is the Board’s Conflict of
Interest Policy:
https://wiki.documentfoundation.org/File:BoD_Conflict_of_Interest_Policy_ver1_1.pdf
Should elements of the Rules of Procedure be in collision with the
Conflict of Interest Policy, the rules of the Conflict of Interest
Policy always shall prevail.
---
Background information:
The Board of Directors discussed, in the previous month, to implement a
Conflict of Interest Policy (from now on, CoI Policy) in reply to the
kind suggestion of the Membership Committee.
The MC itself adopted a CoI Policy (see [2]), that was then forwarded to
the Board of Directors as a proposal. It has been reviewed by our legal
consultant, so was the Membership Committee’s version, and optimized to
adhere to the specific provisions of the Statutes for the Board of
Directors. The Board of Directors will vote on the definitive adoption
of the proposed CoI Policy in a week.
The proposed CoI Policy condenses predicaments contained in various
sections of the TDF Statutes and common behaviors when dealing with
possibly overlapping loyalties (e.g. recusing themselves from voting on
a specific topic); this document is, in the end, a simpler guide to
quickly identify and react upon possible conflict of interest by the
members of the Board of Directors.
The intent is to better manage overlapping loyalties and not to actively
exclude a potentially conflicted person from any decisions at all taken
in the Board, but, if a conflict exists, only on specific topics related
to said conflict.
Please find the proposed text for the Board of Directors’ Conflict of
Interest Policy in the link above (or in [3]).
We are, as always, available to clarify any issues and questions that
may arise in the meantime.
Cheers, regards,
[1]: https://wiki.documentfoundation.org/TDF/BoD_rules
[2]:
https://wiki.documentfoundation.org/File:Membership_Committee_Conflict_of_Interest_Policy_final.pdf
[3]:
https://wiki.documentfoundation.org/File:BoD_Conflict_of_Interest_Policy_ver1_1.pdf
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Emiliano Vavassori, Member of the Board of Directors
The Document Foundation, Kurfürstendamm 188, 10707 Berlin, DE
Gemeinnützige rechtsfähige Stiftung des bürgerlichen Rechts
Legal details: https://www.documentfoundation.org/imprint
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