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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:

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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.

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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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