As Directors of the Open Source Initiative, we owe the organization a fiduciary responsibility to act in the best interests of the OSI. However, we are all volunteers and have day jobs at organizations which are heavily involved in open source. As such, instances may arise where there is a conflict of interest. If a specific instance arises, you may recuse yourself from a decision.
The policy is as follows:
- Generally speaking, a member of the Board of Directors owes a fiduciary obligation to the OSI
- Included in the fiduciary obligation are a duty of loyalty and a duty of care owed by the director to the OSI
- These fiduciary duties require that a director act in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances
- The duty of loyalty requires that directors act in good faith in a manner the director reasonably believes to be in the best interest of the corporation
- Conflict of interest transactions (self-dealing) can be permitted at times.
- If an OSI Director is also an employee of another company, his first loyalty as a Board Director is to the OSI and not the employer
- He or she can voice the opinion of the employer company, but it is his obligation to focus on his fiduciary duties to the OSI, and as a result, the needs of the OSI
- The case may be different if the OSI director is also a director or officer of another company. In that case, he owes fiduciary duties to both companies, and serious conflict of interest issues may arise
- Such a director is charged with exercising his or her duties based on the best interests of both companies
- If a conflict of interest arises, such a director may be required to recuse himself or herself from any transaction or decision that would lead to a conflict of interest
- OSI Directors decisions must be in the best interests of the organization. The role imposes certain fiduciary duties upon Directors which are important.