Code of Ethics and Fiduciary Duties for the Board of Directors
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Note: This document covers all Members and also Deputy Members of the Board of Directors, even if not explicitly mentioned. Some parts of this text were based on or inspired by the Free Software Foundation's Code of Ethics and Wikimedia's Fiduciary duties.
Context
The Document Foundation is an independent self-governing meritocratic entity, created by a large group of Free Software advocates, in the form of a charitable Foundation under German law (gemeinnützige rechtsfähige Stiftung des bürgerlichen Rechts).
It was created in the belief that the culture born of an independent Foundation brings out the best in contributors and will deliver free of charge the best software, in source code and binary form, for all users, be they private individuals, governments, public entities, corporations, companies, enterprises, associations or other non-profits.
It is open to any individual who agrees with our core values and contributes to our activities.
It welcomes corporate participation, e.g. by sponsoring individuals to work as equals alongside other contributors in the community. However, sponsoring should not give special rights or ability to steer the Foundation in one particular direction of interest of the sponsor or the individual.
Code of Ethics
Members of the Board of Directors shall abide by and conform to the following code of ethics for becoming a Member or Deputy of the Board of Directors, while they hold office, and after. All Members of the Board of Directors must strive to speak and act with the mission and effectiveness and the best interest, and only the interest, of the Foundation in mind.
1. Each Member of the Board of Directors will abide by all the regulations of the Foundation, including but not limited to the statutes, the bylaws, rules of procedure, conflict of interest policies, fiduciary duties and this Code of Ethics as well as the German laws and regulations that affects its functions.
2. Members of the Board of Directors will conduct the business affairs of the Foundation in good faith and with honesty, integrity, due diligence, and reasonable competence, with the best interest, and only the interest, of the Foundation in mind.
3. Members of the Board of Directors will not engage in or facilitate any harassing behaviour directed to pursuing any particular interest or to acting unlawfully, including by violating the basic principles under which the Foundation must operate, including the Statutes. Any of the Foundation’s staff, members, officers, directors, suppliers, or contractors, or towards anyone in activities relating to the Foundation is of concern here. Members of the Board of Directors will not engage in or facilitate unfair discrimination in activities relating to the Foundation. The board will interpret these criteria in a reasonable fashion. Members of the Board of Directors are expected to strongly support anyone who experiences the aforementioned behaviour in public or private.
4. In addition to the Foundation's policies on confidentiality, Members of the Board of Directors are obligated to uphold the privacy and confidentiality of internal proceedings and all matters related to human resources. It is in particular discouraged to forward confidential communication to third parties, unless laws or regulations, or our whistleblowing policy, mandate so.
5. Members of Foundation's Board of Directors will not make use (beyond incidental use) of information, staff, property, or resources provided by the Foundation, or acquired as a consequence of the discharge of their duties as Members of the Board of Directors, in any manner other than in furtherance of the organisation's activities, and especially not for personal gain.
6. Members of the Board of Directors will keep the Foundation's tangible and intangible assets secure, including Foundation's copyright and trademarks, and manage them for the best interest of the Foundation. Members who leave the board while holding any of the Foundation's physical property of value will return it.
7. Members of the Foundation's Board of Directors acknowledge that their statements and actions, in particular towards the press and in interviews, have greater potential to reflect broadly on the Foundation because of their leadership position and will take seriously their position of public visibility and trust.
8. Members of Foundation's Board of Directors agree not to persuade or attempt to persuade any of the Foundation employee to leave or negatively change the employment of the Foundation. Furthermore, no Member of the Board of Directors shall persuade or attempt to persuade any member, director, associate member, funder, donor, advertiser, sponsor, subscriber, supplier, contractor, or any other person or entity with an actual or potential relationship to or with the Foundation to terminate, curtail, or not enter into its relationship to or with the Foundation, or in any way reduce the monetary or other benefits to the Foundation of such relationship.
9. Members of the Board of Directors shall always hold the Foundation's interests above their own personal or business interests at any rate, avoiding actions which could potentially damage the Foundation or result against the furtherance of its scope and principles. When acting as Member of the Board of Directors, they will work toward the success of the Foundation alone.
10. Members of the Board of Directors shall all avoid placing - and the appearance of placing - one's own self interest or any third-party interest, including the interests of associate members, above that of the Foundation as a whole.
11. Members of the Board of Directors shall not speak on behalf of the Foundation unless given explicit permission. Members of the Board of Directors must not represent that their authority as board members extends any further than it actually extends. The board speaks as a whole, not as individuals.
12. Members of the Board of Directors shall not solicit or accept gifts, honoraria, or any other item of value from any person or entity as a direct or indirect inducement to provide special treatment to any such donor or entity with respect to matters pertaining to the Foundation.
13. Members of the Board of Directors shall not – directly or indirectly, including but not limited through affiliate entities – cause or accept to be appointed as a paid provider of goods or services to the Foundation, without full disclosure to, and without the unanimous approval by, the board, and adhering to any related procedures adopted by the board. In particular, all board members must avoid to approve or solicit any action which could be against the prohibition of self dealing.
14. The board acts as a whole. However, Members of the Board of Directors have the right, and must do so in case they believe a particular resolution is against the law or the interest of the Foundation, to mark their dissent expressly in the minutes of the board meeting adopting such resolution and to have their dissenting note included in the published decision.
Fiduciary duties
Fiduciary Duties are commonly understood as being a collection of duties which include, but are not limited to:
1. Duty of care
- Members of the Board of Directors must always perform their duties with the due diligence expected by their position and following as a general guideline the “diligence of a prudent businessperson”.
- Due diligence is also expected regarding the acquisition and evaluation of relevant information necessary for taking informed decisions.
- The role comes with significant personal legal responsibility. Following all applicable rules and regulations and legal advice, even if from a different legal system and in a different language, is mandatory. The volunteer nature of the role does not change this.
2. Duty of disclosure
- Members of the Board of Directors must always disclose all information necessary for the board to take informed decisions. Relevant information shall be shared by the holder in a timely fashion, or on request, to provide all directors a reasonable amount of time to evaluate the information and its implication in the decision to be taken.
3. Duty of loyalty
- Members of the Board of Directors must always have in mind the best interests of the Foundation, and only the Foundation. Duties include:
- To declare all potential/actual conflict of interests and may not participate in any discussion or decision of a conflicted matter
- Recuse themselves from influencing and participating in discussions and decisions in which they are or might be conflicted
- Members of the Board of Directors shall not promote or influence decisions with the direct or indirect intent of favouring their personal or commercial interests nor the personal or commercial interests of third parties
- Members of the Board of Directors should not take away any business or other opportunity from the Foundation for their own personal benefit if:
- The Foundation used its personnel, contractors or facilities to develop the opportunity;
- The Foundation has been involved in financing the opportunity;
- The Foundation has been actively seeking the specific opportunity;
- The opportunity is one that the Foundation has an interest in by reason of a pre-existing relationship;
- The opportunity has been offered directly to the Foundation and has not been rejected by the Foundation; or
- The opportunity was offered directly to the Trustee in their role as a fiduciary of the Foundation.
- Members of the Board of Directors must not otherwise improperly compete with the Foundation or thwart its ability to pursue the Foundation’s scope, by:
- Using the director's position on the board to prevent the Foundation from competing with the director's own business interests or enterprises;
- Using the Foundation’s personnel, contractors, facilities, or funds for the director's business interests or enterprises;
- Using or disclosing the Foundation’s confidential information and data, including confidential board discussions, to third parties;
- Luring the Foundation work or personnel to the director's outside business interests or enterprises;
- Receiving, unknown to the Foundation, a commission on a Foundation’s transaction; or
- Otherwise diverting opportunities from the Foundation to the director's outside business interests or enterprises.
- If a Member of the Board of Directors wishes to pursue any opportunity that may be an opportunity of the Foundation or is uncertain whether a particular activity would constitute improper competition with the Foundation, the director must disclose the full matter immediately to the board, which will, after considering all relevant information, determine whether or not the director may properly pursue the opportunity or competing business or not.
4. Duty of obedience
- Members of the Board of Directors must always take decisions which uphold the principles and the statutes of the Foundation and with the aim of perpetuating its missions. Duties include:
- Ensuring that the Foundation’s activities further the accomplishment of the Foundation’s mission
- Not promoting or influencing decisions with the intent of reducing the Foundation’s capabilities of accomplishing its mission, including providing free (as in free software) and free of charge software, including binary downloads, without any limitation with regards to the kind of user
- Meeting all applicable not-for-profit tax and other legal requirements
- Following all laws and codes affecting non-for-profit organisations such as the Foundation;
- Regularly educate themselves on all relevant legal and administrative matters to be fit for office. The Foundation aims to provide internal trainings in English at least once per year, which every Member of the Board of Directors is expected to attend.
The above is to be considered a summary of the Fiduciary Duties to which each Member of the Board of Directors is bound to. It is essential that all past, current and future directors understand that their position entails duties and joint legal liabilities with the rest of the board members.
Confirmation
As a candidate Member of the Board of Directors, I affirm my endorsement of this Code of Ethics and Fiduciary Duties, acknowledge my commitment to upholding its principles and obligations if I am elected and undertake the office. I explicitly acknowledge that violating any of the aforementioned rules can lead to my removal as a member of the Board of Directors.
If in the future I am no longer a Member of the Board of Directors, but remain a Member of the Board of Trustees of the Foundation, I will uphold those parts of this code which are pertinent to the Members of the Board of Trustees.
Full name:
Signed:
Date: