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jlivingood committed Jun 14, 2019
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Expand Up @@ -3,77 +3,86 @@ DRAFT CONFLICT OF INTEREST POLICY
[“COVERED INDIVIDUALS” NOTE: SEE BOILERPLATE TEXT DEFINING “COVERED INDIVIDUALS” LISTED SEPARATELY. THIS WILL BE ADDED LATER ONCE THE TEXT IS FINALIZED. BUT WE FELT IT EASIER TO MANAGE COMMENTS ON THE DEFINITION OF “COVERED INDIVIDUALS” ON A STANDALONE BASIS RATHER THAN IN EACH POLICY.]

Covered Individuals must act in the best interest of IETF LLC. Occasionally this duty may be—or may appear to be—incompatible or in conflict with a Covered Individual’s personal interests (including interests of his or her relatives), or the interests of an organization of which the Covered Individual is an employee, director, owner, or otherwise has business or financial interest. If this occurs, or if for any other reason a Covered Individual is unable to make unbiased or impartial decisions in connection with his or her IETF LLC activities, the Covered Individual has a potential conflict of interest that must be documented, disclosed, addressed, avoided, and/or eliminated.
Prohibited Conflicts

**Prohibited Conflicts**

To avoid the risk of any improper conduct or potential for conflicts, the following actions, relationships, or transactions are prohibited:
Covered Individuals shall not use IETF LLC’s staff, services, equipment, materials, resources, or property for personal or third-party gain.
Covered Individuals shall not engage in any outside business, professional conduct, or other activities that are directly adverse to the interests of IETF LLC.
Board Directors (and their families) may not receive direct compensation for providing goods or services to IETF LLC, whether as paid contractors, paid advisors, paid employees, or through a financial interest in a party (such as ownership, but not including employment) that enters into a transaction with the IETF LLC.
Disclosure of Actual or Potential Conflicts

- Covered Individuals shall not use IETF LLC’s staff, services, equipment, materials, resources, or property for personal or third-party gain.

- Covered Individuals shall not engage in any outside business, professional conduct, or other activities that are directly adverse to the interests of IETF LLC.

- Board Directors (and their families) may not receive direct compensation for providing goods or services to IETF LLC, whether as paid contractors, paid advisors, paid employees, or through a financial interest in a party (such as ownership, but not including employment) that enters into a transaction with the IETF LLC.

**Disclosure of Actual or Potential Conflicts**

In addition to the obligation that all Covered Individuals adhere to the IETF LLC’s Code of Conduct, the IETF LLC requires that all Covered Individuals promptly disclose facts or circumstances that could constitute or be perceived to be a potential conflict of interest.

In the event a Covered Individual discloses a potential conflict of interest, non-conflicted Board Directors will review all disclosures and determine an appropriate resolution. Pending the Board’s review and resolution of a potential conflict of interest, disclosing Covered Individuals will conduct themselves so as to minimize the possible impact of the potential conflict of interest on IETF LLC. Each Covered Individual agrees to comply with the resulting determination of the Board, including recusal from participation in certain IETF LLC matters, termination of the conflict-related activity, termination of the engagement with the IETF LLC, or other action as directed by the IETF LLC Board.

A Covered Individual should complete the attached Conflict of Interest Disclosure Form to fully and completely disclose the material facts about any potential conflicts of interest. This Disclosure Form shall be submitted on each of the following events:
1. Upon a person’s initial association with IETF LLC.
2. On an annual basis established by the IETF LLC Board.
3. At any time that change occurs after a Form has been submitted. In this case, Covered Individuals must disclose potential conflicts of interest as soon as they are known or reasonably should be known.

1 - Upon a person’s initial association with IETF LLC.

2 - On an annual basis established by the IETF LLC Board.

3 - At any time that change occurs after a Form has been submitted. In this case, Covered Individuals must disclose potential conflicts of interest as soon as they are known or reasonably should be known.

At least annually, the Board, as one of its functions and responsibilities, will review a current copy of each Disclosure Form for the purpose of monitoring compliance with the terms of this Policy. If the Board has reason to believe that a Covered Individual has failed to disclose a potential conflict of interest, it shall inform the Covered Individual of the basis for such belief and allow the Covered Individual an opportunity to explain the alleged failure to disclose. If the Board decides that the Covered Individual has in fact failed to disclose a potential conflict of interest, the Board shall take such disciplinary and corrective action as the Board shall determine appropriate for the circumstances.
Disclosure Transparency
The IETF LLC Board will maintain a private repository of all disclosures and associated resolutions. The IETF LLC Board will also publicly publish a summary of disclosures and resolutions, both as summary statistics (e.g. total number of disclosure forms received) as well as individual-level disclosures. Confidential information and information not relevant to the business of the IETF will be redacted when individual disclosures are published. Disclosures will be posted on an annual basis, or more frequently when and if updates to individual disclosures occur.

**Disclosure Transparency**

The IETF LLC Board will maintain a private repository of all disclosures and associated resolutions. The IETF LLC Board will also publicly publish a summary of disclosures and resolutions, both as summary statistics (e.g. total number of disclosure forms received) as well as individual-level disclosures. Confidential information and information not relevant to the business of the IETF will be redacted when individual disclosures are published. Disclosures will be posted on an annual basis, or more frequently when and if updates to individual disclosures occur.

[NEW PAGE - FORM TO BE COMPLETED]

**CONFLICT OF INTEREST POLICY DISCLOSURE FORM**

CONFLICT OF INTEREST POLICY DISCLOSURE FORM
I, [INSERT NAME], hereby acknowledge that I have received, read, and understand the Conflict of Interest Policy for the IETF Administration LLC (the “Policy”) provided to me. I also understand and acknowledge my responsibilities as a Covered Individual under the Policy which is, at all times, to adhere to the Policy and the Policy’s purpose and intent.

I, ________________________________, hereby acknowledge that I have received, read, and understand the Conflict of Interest Policy for the IETF Administration LLC (the “Policy”) provided to me. I also understand and acknowledge my responsibilities as a Covered Individual under the Policy which is, at all times, to adhere to the Policy and the Policy’s purpose and intent.
I hereby certify that the information contained below is true, complete, and accurate.

If additional space is needed in any section, please attach additional pages.

I. The name of my current employer(s) or parties for whom I contract:
ORGANIZATION
POSITION







II. The names of organizations for which I, a family member, or a related party serves as a board member, officer, or director, or organizations for which I, a family member, or a related party is the sole owner, co-owner, controlling shareholder, or significant shareholder (under the US Securities and Exchange Commission’s definition), other than for the IETF Administration LLC:
ORGANIZATION
ORGANIZATION TYPE
POSITION





| Organization | Postion |
|--------------|---------|
| | |
| | |
| | |
| | |


II. The names of organizations for which I, a family member, or a related party serves as a board member, officer, or director, or organizations for which I, a family member, or a related party is the sole owner, co-owner, controlling shareholder, or significant shareholder (under the US Securities and Exchange Commission’s definition), other than for the IETF Administration LLC:

| Organization | Organization Type | Postion |
|--------------|-------------------|---------|
| | | |
| | | |
| | | |
| | | |


III. Other activities I participate in that may be in a similar area of activity as the IETF Administration LLC, or other potential conflicts of interests with my IETF Administration LLC responsibilities:
ORGANIZATION
ORGANIZATION TYPE
INVOLVEMENT









| Organization | Organization Type | Involvement |
|--------------|-------------------|-------------|
| | | |
| | | |
| | | |
| | | |


(if additional space is needed, please attach additional sheets)
(if additional space is needed, please attach additional sheets)

__________________________________
Signature:

Name:

Date:



Policy version: X
Last updated: XX/XX/XXXX


Last updated: XX/XX/XXXX

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