Further discussion re: Proposal Drafting Procedures (was Re: Conflict of Interest policy, 1 March 2012 draft)

[Tony Sebro]

Hi, all:
Bradley tells me that Twisted PLC member Glyph Lefkowitz (CC'ed) made a 
suggestion about the conflict of interest policy to him offline.  I send 
this note to document the suggestion and discuss it.

Glyph's suggestion relates to the section below (as modified from the 
original draft, in response to a comment raised by Chris Leonard):

> * *Drafting the Software Development Proposal.* PLCs must draft a
>    written proposal for every software development project their Project
>    wishes to fund. During the drafting process, if a PLC Person (or his
>    or her family member), a PLC Person's employer and/or a fellow
>    employee of PLC Person's employer wish to be considered a candidate to
>    fulfill the funded software development contract, that PLC Person has
>    a conflict of interest and must recuse herself or himself from the
>    proposal drafting process, except to disclose material facts and to
>    respond to questions, and must abstain from any vote to approve that
>    proposal.  All other procedures as outlined in
>    <<Procedures-PLC-Persons,_Conflict Resolution Procedures for PLC Persons_>>
>    shall still apply. The PLC must document the PLC Person's abstention
>    from the proposal drafting process in the minutes of the next PLC
>    meeting.
In response to this section, Glyph has suggested the following procedure 
for drafting software development proposals:
- Step 1:  PLC drafts and votes on a "letter of intent," which would 
basically be a pre-proposal or abstract providing a high-level overview 
of the work they want to see completed.  PLC members/third parties 
interested in bidding on the resulting proposal would be completely 
excluded from the letter of intent drafting or voting process.

- Step 2:  PLC submits the letter of intent to Conservancy for 
acknowledgment and approval.

- Step 3:  Upon receipt of approval, PLC then expands the letter of 
intent into a fully-realized, detailed proposal.  At this point, 
prospective bidders *can* participate in the drafting process without 
restriction.

Thanks for the proposed process, Glyph.  If I have misrepresented your 
idea, feel free to edit.

Bradley and I have discussed it.  We appreciate the intent, but we think 
it adds an unnecessary layer of work to the process.  As it currently 
stands, prospective bidders can already participate in the drafting 
process by disclosing material facts and answering questions.  We expect 
that this will provide PLCs with sufficient access to a prospective 
bidder's expertise when drafting a proposal without the need for 
multiple iterations of PLC approvals.

The suggestion also allows bidders with unfettered access to the second 
phase of the proposal drafting process.  The proposal's scope will have 
already been defined at a high level by the "letter of intent," but a 
self-interested developer could still tailor the proposal's details to 
suit his/her skill set during the second drafting phase.  As such, it's 
still cleaner and more defensible to allow prospective bidders to 
participate from the very beginning - albeit in a limited manner - than 
to create a two-phased proposal drafting process where the conflicted 
persons are able to control the second phase.

Best,
-Tony

-- 
Tony Sebro, General Counsel, Software Freedom Conservancy
212.461.3245 x11
tony at sfconservancy.org
www.sfconservancy.org

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