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PSF Conflict of Interest Policy

Each director is expected to sign a PDF version of the policy and fill out a questionnaire. The documents are kept on record by the Director of Operations.

Python Software Foundation Conflict of Interest Policy for Board of Directors

What is a conflicts of interest? A potential conflict of interest occurs anytime you, your friends, family, or an organization you participate in stands to gain from a decision that is being made by the PSF (and specifically by the board). Possible conflicts of interest should be considered broadly. The highest standards of ethics apply for all PSF members, officers, and directors.

What to do about conflicts of interest: Possible conflicts of interest should be disclosed to all decision-makers prior to any action being taken. You should also provide a full description of the way in which you (or someone connected to you) may financially benefit from the decision that is being considered. This disclosure should be in writing or on the record so that there is appropriate documentation.

Discussing options: In discussing the possible outcomes of board decisions, always make sure to keep your conflict of interest present in your mind and, as appropriate, included as a disclaimer to any comments you make. It is your duty to act in the best interests of the PSF regardless of the conflict. It is inappropriate to advocate privately for decisions that would benefit you when a conflict of interest is present - your actions should all be on the record.

Recusing yourself from votes: You may recuse yourself from votes if you have a conflict of interest, but it is not required so long as the conflict of interest has been fully disclosed and recorded. Any policy that passes must pass by a majority of the disinterested directors.

This policy is included as a supplement to and explanation of your duties under Section 5.13. Director Conflicts of Interest from the Bylaws (included below). It is your responsibility to fully comply with both.


Section 5.13. Director Conflicts of Interest:

No contract or other transaction between the corporation and one or more of its directors or between the corporation and any other corporation, partnership, association or other organization in which one or more of the directors of the corporation are directors or officers or are financially interested, shall be void or voidable solely because of such relationship or interest or solely because such director or directors are present at or participate in the meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction or solely because his or her or their votes are counted for such purpose, if: The material facts as to the director's relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or committee, and the Board of Directors or committee in good faith authorizes, approves or ratifies the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or: The material facts as to their relationship or interest and as to the contract or transaction are disclosed or known to the members entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of such members; or: The contract or transaction is fair as to the corporation at the time it is authorized, approved or ratified by the Board of Directors, a committee of the Board of Directors or the voting members. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction.