Approved by Board – September 2023

Directors are to act in the best interest of CLOCKSS. If they have, or think they may have, a conflict or potential conflict they are required to disclose the conflict or potential conflict.

Board members may not vote on any matter in which there is a conflict.

Disclosure should be made on an annual register of known existing conflicts. Disclosures may also happen during Board or other meetings, or to the Co-Chairs and Executive Director. The register would be private, and not made publicly available.

Minutes of board meetings should reflect that a board member disclosed that s/he has a conflict of interests and how the conflict was managed (e.g., that there was a discussion on the matter without the board member in the room, and that a vote was taken but that the interested board member abstained).

The Board periodically should discuss the types of hypothetical situations that could result in a conflict of interest and discuss how the board would manage that potential conflict. This is so that when a conflict arises the board will be ready to handle it with more ease.