Licensing Working Group/Conflict of Interest Policy

From OpenStreetMap Foundation

Licensing Working Group's Conflict of Interest policy

Written in 2021-03, based on the board's conflict of Interest policy. Addition to the OSMF website decided during the 2021-04 LWG meeting.

Guidance

A Conflict of Interest is a set of circumstances that creates a risk that an individual’s ability to apply judgment or act in one role is, or could be, impaired or influenced by a secondary interest.

The secondary interest could be for example employment, directorship or ownership in a non-profit organization, a company, a government position, or maintainer role in an open source project, or similar. It applies to current relationships, not past relationships which have ended. The secondary interest could be held by an immediate family member, other close relative, close personal friend, business partner, or similar of the LWG Member. For members who are attorneys, conflicts of interest may arise from their current or past representations, according to the rules of their jurisdiction.

LWG Members with a Conflict of Interest on a topic, or agenda item, are expected to declare it and recuse themselves from voting on the matter, unless authorized by the other LWG Members. LWG Members may participate in discussions on the matter.

Certain exceptional circumstances may require recusal from any visibility of a discussion. These would be confidential discussions taking place in a private session that could unfairly benefit a LWG Member’s interests. For members who are attorneys, conflicts of interest may arise that are not waivable, according to the rules of their jurisdiction.

The OpenStreetMap project and the OpenStreetMap Foundation value transparency and openness, and all LWG Members are encouraged to be open with their fellow LWG Members, the Foundation membership, and the project as a whole.

Examples of Conflict of Interest situations

A non-exhaustive list of examples of Conflict of Interest situations that could influence the decision making of a LWG Member could include:

  • OSMF may be in trademark negotiations with the LWG Member's employer.
  • OSMF seeks to hire a law firm and the LWG Member's employer is under consideration.
  • LWG receives a license request from a software project, and the LWG Member is an active contributor to the project.
  • LWG receives a complaint that an LWG Member's employer is not following license requirements.

Examples of situations where recusal from discussion may be required

  • LWG puts out a call for proposal for some paid task for which the LWG Member individually bid on; and is comparing the proposals against each other to determine the winning bid.
  • LWG is in contractual negotiations with a company, and the LWG Member has insider information on the deal (e.g., the LWG Member is a legal advisor to the company on the deal).
  • LWG is contemplating suing a member's employer.

Process for managing a Conflict of Interest

  • Working Group Members should list employers, directorships, and other similar affiliations on the WG membership page if their organisation does business related to OpenStreetMap.
  • When a Conflict of Interest arises, whether in Working Group meeting agenda item, email thread, or electronic circular:
    • The Working Group Member must declare the Conflict of Interest by clearly stating or writing that it exists.
    • They can explain the reasoning if possible, but it is not required.
    • There may be privacy or proprietary information reasons restricting the extent of disclosure. For members who are attorneys, the confidentiality rules of their jurisdiction may prevent them from disclosing their current or past representations.
  • If other Working Group Members are concerned that a Working Group Member may have a Conflict of Interest, they may raise the issue.
  • The other Working Group Members, who are not in conflict on the topic, may vote to recuse the Working Group Member.
  • The motion to recuse the Working Group Member passes if a majority vote “yes”, and there is not more than 1 “no” vote.
  • Working Group Members with a Conflict of Interest on a topic must not take part in votes on that topic. They may participate in discussions.
  • The other Working Group Members, who are not in conflict on the topic, may vote to authorize the Working Group Member to vote.
  • The motion to authorize the Working Group Member passes if a majority vote “yes”, and there is not more than 1 “no” vote.
  • The existence of Conflicts of Interest, and any explanation given, must be documented in the relevant agenda item in the minutes, though explanations subject to confidentiality concerns may be documented in the closed section of the agenda for the meeting.
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