This was extracted (@ 2024-03-20 21:10) from a list of minutes
which have been approved by the Board.
Please Note
The Board typically approves the minutes of the previous meeting at the
beginning of every Board meeting; therefore, the list below does not
normally contain details from the minutes of the most recent Board meeting.
WARNING: these pages may omit some original contents of the minutes.
Meeting times vary, the exact schedule is available to ASF Members and Officers, search for "calendar" in the Foundation's private index page (svn:foundation/private-index.html).
WHEREAS, the Board of Directors desires to increase clarity around
correct handling of conflicts of interest, and
WHEREAS, the Board of Directors desires to hold our organization to the
highest standards of transparency
NOW, THEREFORE, BE IT RESOLVED, the following conflict of interest
policy, be adopted, and that the Secretary be charged and entrusted with
the record keeping which results from Articles IV and VI, and that the
Chairman of the Board be charged and entrusted with the ensuring the
performance of periodic reviews as described in Article VII.
Article I - Purpose
The purpose of the conflict of interest policy is to protect the
Apache Software Foundation's (ASF's) interest when it is
contemplating entering into a transaction or arrangement that might
benefit the private interest of an officer or director of the
ASF or might 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.
Article II - Definitions
1. Principal Officer: A principal officer is an officer other than a PMC
chair who holds no other office.
2. Interested Person: Any director or principal officer who has a direct
or indirect financial interest, as defined below, is an interested
person.
3. Financial Interest: A person has a financial interest if the person
has, directly or indirectly, through business, investment, or family:
a. An ownership or investment interest in any entity with which the
ASF has a transaction or arrangement,
b. A compensation arrangement with the ASF or with any entity
or individual with which the ASF has a transaction or
arrangement, or
c. A potential ownership or investment interest in, or compensation
arrangement with, any entity or individual with which the
ASF is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts
or favors that aren’t insubstantial.
For purposes of this policy, an ownership or investment interest that is
insubstantial need not be disclosed.
A financial interest isn’t necessarily a conflict of interest. Under
Article III, Section 2, a person who has a financial interest may have a
conflict of interest only if they declare a possible conflict of
interest or the appropriate board decides that a conflict of interest
exists.
Article III - Procedures
1. Duty to Disclose
In connection with any actual or possible conflict of interest, an
interested person must choose one of two paths:
a. They can disclose the existence of a possible conflict of
interest, and recuse themselves from the affected decisions,
without giving any more information.
b. If the interested person believes the financial interest does not
constitute a conflict of interest they 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
In case of voluntary declaration of a possible conflict of interest
and recusal, the conflict is presumed to exist.
If the interested person declares a financial interest without
voluntary recusal then after disclosure of the financial interest and
all material facts, and after any discussion with the interested
person, the remaining board or committee members shall decide if a
conflict of interest exists.
3. Procedures for Addressing the Conflict of Interest
a. An interested person may make a presentation to the board or
relevant committee, but shall not cast a vote on the transaction
or arrangement involving the possible conflict of interest.
b. The chairperson of the governing board or committee shall, if
appropriate, appoint a disinterested person or committee to
investigate alternatives to the proposed transaction or
arrangement.
c. After exercising due diligence, the governing board or committee
shall determine whether the ASF can obtain with reasonable efforts
a more advantageous transaction or arrangement from a person or
entity that would not give rise to a conflict of interest.
d. If a more advantageous transaction or arrangement isn’t reasonably
possible under circumstances not producing a conflict of interest,
the governing board or committee shall determine by a majority
vote of the disinterested directors whether the transaction or
arrangement is in the ASF's best interest, for its own benefit,
and whether it is fair and reasonable. In conformity with the
above determination it shall make its decision as to whether to
enter into the transaction or arrangement.
4. Violations of the Conflicts of Interest Policy
a. If the governing board or committee has reasonable cause to believe
a member has failed to disclose actual or possible conflicts of
interest, it shall inform the member of the basis for such belief
and afford the member an opportunity to explain the alleged
failure to disclose.
b. If, after hearing the member's response and after making further
investigation as warranted by the circumstances, the governing
board or committee determines the member has failed to disclose an
actual or possible conflict of interest, it shall take appropriate
disciplinary and corrective action.
Article IV - Records of Proceedings
The minutes of the governing board and all committees with board
delegated powers shall contain:
a. The names of the persons who disclosed or otherwise were found to
have a financial interest in connection with an actual or possible
conflict of interest. If the interested person did not choose
voluntary recusal, the nature of the financial interest, any action
taken to determine whether a conflict of interest was present, and the
governing board's or committee's decision as to whether a conflict of
interest in fact existed.
b. The names of the persons who were present for discussions and votes
relating to the transaction or arrangement, the content of the
discussion, including any alternatives to the proposed transaction or
arrangement, and a record of any votes taken in connection with the
proceedings.
Article V - Compensation
a. A voting member of the governing board who receives compensation,
directly or indirectly, from the ASF for services is precluded from
voting on matters pertaining to that member's compensation.
b. A voting member of any committee whose jurisdiction includes
compensation matters and who receives compensation, directly or
indirectly, from the ASF for services is precluded from voting on
matters pertaining to that member's compensation.
c. No voting member of the governing board or any committee whose
jurisdiction includes compensation matters and who receives
compensation, directly or indirectly, from the ASF, either
individually or collectively, is prohibited from providing
information to any committee regarding compensation.
Article VI - Annual Statements
Each director, principal officer and member of a committee with
governing board delegated powers shall annually sign a statement which
affirms such person:
a. Has received a copy of the conflicts of interest policy,
b. Has read and understands the policy,
c. Has agreed to comply with the policy, and
d. Understands the ASF is charitable and in order to maintain its
federal tax exemption it must engage primarily in activities which
accomplish one or more of its tax-exempt purposes.
For purposes of this article, a Project Management Committee (PMC)
having only the normal powers of a PMC is not a committee with governing
board delegated powers.
Article VII - Periodic Reviews
To ensure the ASF operates in a manner consistent with charitable
purposes and doesn't engage in activities that could jeopardize its
tax-exempt status, periodic reviews shall be conducted. The periodic
reviews shall, at a minimum, include the following subjects:
a. Whether compensation arrangements and benefits are reasonable,
based on competent survey information, and the result of arm's length
bargaining.
b. Whether partnerships, joint ventures, and arrangements with
management organizations conform to the ASF's written policies, are
properly recorded, reflect reasonable investment or payments for
goods and services, further charitable purposes and don't result in
inurement, impermissible private benefit, or in an excess benefit
transaction.
Article VIII - Use of Outside Experts
When conducting the periodic reviews as provided for in Article VII, the
ASF may, but need not, use outside advisers. If outside experts are
used, their use shall not relieve the governing board of its
responsibility for ensuring periodic reviews are conducted.
Special Order 7B, Adopt a COI policy, was approved by
Unanimous Vote of the directors present.