CREATIVE COMMONS CODE OF CONDUCT FOR
DIRECTORS AND EXECUTIVE OFFICERS
Approved March 4, 2018; Pre March 4, 2018 version)

CONTENTSI.

OVERVIEW ......................................................................................................................... 1II.

APPLICABILITY ................................................................................................................ 1

III.

GENERAL POLICY STATEMENT ................................................................................... 1

IV.

EXPECTATIONS FOR PERSONAL AND PROFESSIONAL INTEGRITY ................... 1

V.

CONFLICTS OF INTEREST .............................................................................................. 2VI.

PROCEDURES FOR REPORTING CONCERNS ............................................................. 5VII. CONFIDENTIALITY .......................................................................................................... 6I.

OVERVIEW

Creative Commons (“CC”) is a Massachusetts nonprofit corporation that develops,supports, and stewards legal and technical infrastructure that maximizes digital creative, sharing,and innovation. In pursuit of this mission, CC is committed to upholding the highest legal, ethical,and moral standards. CC carefully observes all applicable laws and regulations and holds allindividuals associated with the organization, including members of CC’s Board of Directors(“Board”) and executive officers, to the highest standards of personal and professional integrity.
II.

APPLICABILITY

The standards articulated in this Code of Conduct are applicable to all CC directors of theBoard and executive officers.
III.

GENERAL POLICY STATEMENT

Serving as a member of the Board or as an executive officer of CC is a privilege, and those
who represent the organization in these critical positions have a responsibility to maintain thehighest standards of honesty, integrity, professionalism, and loyalty. Each director and executiveofficer is expected to support CC’s mission and serve CC’s best interests as explained in this Codeof Conduct.
IV.

EXPECTATIONS FOR PERSONAL AND PROFESSIONAL INTEGRITYCC’s directors and executive officers are expected to act in accordance with professional
standards, as well as with honesty, integrity, openness, accountability, and a commitment toexcellence. They are expected to exercise sound judgment to support CC’s mission and serve
CC’s best interests.
As an organization, CC strives to maintain a working environment that values respect,fairness and integrity. Each director and executive officer of CC must act in accordance with thesevalues by treating colleagues, employees, volunteers, and others with whom they interact on behalfof CC with dignity, civility, and respect. If directors or executive officers have concerns about1CC, they are expected to raise them in an appropriate and constructive manner that complies withthe organization’s standards for reporting as described in this Code of Conduct.
CC’s directors and executive officers must ensure that their activities support theorganization and take care to avoid conduct that would compromise public confidence in CC andits mission. Directors and executive officers are expected to represent the organization and itsmission with professionalism and in a manner that is in the best interests of CC. CC expects thatits directors and executive officers will maintain a shared commitment to core values and an
expectation of professional, ethical conduct as representatives of the organization.
V.

CONFLICTS OF INTEREST
A.

PurposeDirectors and executive officers have fiduciary duties to CC that include the requirement
to act in the best interest of CC, rather than in furtherance of their personal interest or gain. The
purpose of the conflict of interest policy is to protect the interest of CC when it is contemplating
entering into a transaction or arrangement that might benefit the private interest of an executiveofficer or director of CC or might result in a possible excess benefit transaction. This policy isintended to supplement but not replace any applicable state and federal laws governing conflict ofinterest applicable to nonprofit and charitable organizations.
B.

Definitions

Interested Person. Any director of the Board executive officer, or member of a committee
authorized by the Board (a “Committee”), who has (a) a direct or indirect Financial Interest (asdefined below) or (b) is a common director between CC and the entity with which a proposedtransaction or arrangement is to occur, is an “Interested Person”.
Financial Interest. A person has a financial interest if the person has, directly orindirectly, through business, investment, or family:
1.

An ownership or investment interest in any entity with which CC has atransaction or arrangement,

2.

A compensation arrangement with CC or with any entity or individualwith which CC has a transaction or arrangement, or

3.

A potential ownership or investment interest in, or compensation
arrangement with, any entity or individual with which CC is negotiating atransaction or arrangement. Compensation includes direct and indirect
remuneration as well as gifts or favors that are not insubstantial.

A Financial Interest is not necessarily a conflict of interest. A person who has a Financial
Interest as defined in this policy has a conflict of interest unless the Board decides that a conflictdoes not exist.
It shall not be deemed a conflict of interest if the director or officer has a financial
interest in (a) another 501(c)(3) organization that is providing funds to CC or (b) a private
foundation or other listed organization that is making a “qualified distribution” to CC as thatterm is defined in Internal Revenue Code §4942(g).

2C.

Procedures
1.

Duty to Disclose. In connection with any actual or possible conflict ofinterest, an Interested Person must disclose the existence of the Financial
Interest and be given the opportunity to disclose all material facts to thedirectors and members of Committees considering the proposedtransaction or arrangement. Directors and executive officers should
consider whether it is appropriate to raise any actual or possible conflicton more than one occasion under the circumstances.

2.

Determining Whether a Conflict of Interest Exists. After disclosure anddiscussion of the Financial Interest and all material facts to the Board orCommittee, the director or executive officer (i) may voluntarily choose toabstain from discussion and vote upon the matter that potentially could be
a conflict of interest, or (ii) shall leave the meeting while thedetermination of a conflict of interest is discussed and voted upon by theremaining disinterested directors of the Board; provided that, if thedisclosure is made at a Committee meeting then the matter will bedeferred until the Board may review and make an appropriate
determination or the disinterested directors of the Committee will makesuch determination pursuant to Section 3(e) below.

3.

Procedures for Addressing the Conflict of Interest.
a)

An Interested Person may make a presentation at the Board orCommittee meeting, but after the presentation, he/she shall leave
the meeting during the discussion of, and the vote on, thetransaction or arrangement involving the possible conflict ofinterest.

b)

The Chair of the Board or Committee shall, if appropriate, appointa disinterested person or Committee to investigate alternatives tothe proposed transaction or arrangement.

c)After exercising due diligence, the Board or Committee shalldetermine whether CC can obtain with reasonable efforts a moreadvantageous transaction or arrangement from a person or entitythat would not give rise to a conflict of interest.

d)

If a more advantageous transaction or arrangement is notreasonably possible under circumstances not producing a conflictof interest, the Board shall determine by a majority vote of thedisinterested directors whether the transaction or arrangement is in
CC’s best interest, for its own benefit, and whether it is fair andreasonable. In conformity with the above determination it shallmake its decision as to whether to enter into the transaction orarrangement.

e)

A determination of a transaction or arrangement in CC’s bestinterests by a majority vote of members of the Audit Committee
may be allowable if (i) the Audit Committee is acting as the Board3

would pursuant to subsection (d) above; and (ii) the Board ratifies
the transaction at the next Board meeting by a majority vote ofdisinterested directors. (Amended 6 July 2011)
f)

D.

E.

Notwithstanding the aforementioned procedures, the Board maynot at any time constitute more than forty-nine percent (49%) ofInterested Persons as directors.

Violations of the Conflicts of Interest Policy
1.

If the Board or Committee has reasonable cause to believe a member has
failed to disclose actual or possible conflicts of interest, it shall inform themember of the basis for such belief and afford the member an opportunity
to explain the alleged failure to disclose.

2.

If, after hearing the member’s response and after making further
investigation as warranted by the circumstances, the Board or Committee
determines the member has failed to disclose an actual or possible conflictof interest, it shall take appropriate disciplinary and corrective action.

3.

No director or officer shall be indemnified by CC if he or she has been
determined to have acted in bad faith, was deliberately dishonest, orgained unlawful personal advantage.

Records of Proceedings

The minutes of the Board and all Committees shall contain:F.

1.

The names of the persons who disclosed or otherwise were found to havea Financial Interest in connection with an actual or possible conflict ofinterest, the nature of the Financial Interest, its terms and all material facts
including any actions taken by the Interested Person, any action taken to
determine whether a conflict of interest was present, and the Board’s orCommittee’s decision as to whether a conflict of interest in fact existed.

2.

The names of the persons who were present for discussions and votes
relating to the transaction or arrangement, the content of the discussion,
including any alternatives to the proposed transaction or arrangement, thecomparability data relied upon and a description of how it was obtained,
and a record of any votes taken in connection with the proceedings.

Compensation
1.

A voting member of the Board who receives compensation, directly orindirectly, from CC for services is precluded from voting on matterspertaining to that member’s compensation.

2.

No executive officer receiving compensation from CC, directly orindirectly, is allowed to serve on any Compensation Committee.

3.

The compensation of all officers and directors shall be approved annually
by a majority of the entire Board in advance. Any such compensation if4

paid by an affiliate of CC (any organization controlled by, in control of, orunder common control with CC) must also be ratified by the entire Board.
G.

Annual Statements

Each director, executive officer and member of a Committee shall annually sign astatement which affirms such person:

H.

1.

Has received a copy of the conflicts of interest policy,

2.

Has read and understands the policy,

3.

Has agreed to comply with the policy, and4.

Understands CC is charitable and in order to maintain its federal tax
exemption it must engage primarily in activities that accomplish one ormore of its tax-exempt purposes.

Periodic Reviews

To ensure CC operates in a manner consistent with charitable purposes and does notengage in activities that could jeopardize its tax-exempt status, periodic reviews shall beconducted. The periodic reviews shall, at a minimum, include the following subjects:

I.

1.

Whether compensation arrangements and benefits are reasonable, which
may include competent survey information, and such compensation andbenefits are the result of arm’s length bargaining.

2.

Whether partnerships, joint ventures, and arrangements with management
organizations conform to CC’s written policies, are properly recorded,reflect reasonable investment or payments for goods and services, furthercharitable purposes and do not result in inurement, impermissible private
benefit or in an excess benefit transaction.

Use of Outside Experts

When conducting the periodic reviews as provided for in this conflict of interest policy,
CC may, but need not, use outside advisors. If outside experts are used, their use shall notrelieve the Board of its responsibility for ensuring periodic reviews are conducted.
VI.

PROCEDURES FOR REPORTING CONCERNS

Maintaining the highest legal, professional, and ethical standards is a core value of CC.
All CC activities must accordingly be conducted in compliance with all applicable laws andregulations. CC expects that directors and executive officers will be familiar and comply withany laws, regulations, rules, policies, and procedures that apply to their areas of responsibility.
Additionally, CC strictly prohibits any discrimination, retaliation or harassment against any
person who reports conduct in violation of CC’s legal and ethical duties (including questionableaccounting or auditing matters, or the reporting of fraudulent financial information) based on theperson’s reasonable belief that such misconduct occurred. CC also strictly prohibits any
discrimination, retaliation or harassment against any person who participates in an investigationof such complaints.

5

If a director or executive officer becomes aware of information that reasonably leads himor her to believe that financial or other impropriety or misconduct may be occurring within CC,
he or she should immediately bring these concerns to the Chair of the Audit Committee of theBoard or CC’s General Counsel, who shall thereupon promptly inform the Chair of the Board
and CEO absent a potential conflict or other reason to delay informing. When reporting suchconcerns, directors and executive officers must provide appropriate detail so that the Audit
Committee can adequately discharge its duties, which include appropriate investigation andresolution of concerns. Directors and executive officers are expected to maintain applicablestandards of professionalism and civility when reporting any such concerns.
VII.

CONFIDENTIALITY

CC is committed to operating with openness and transparency in furtherance of its
mission. However, CC also recognizes that maintaining confidentiality of information whenappropriate is critical to effective governance of the organization. This is particularly true for
information that is sensitive, proprietary, personal, or relates to employment, legal, or financial
matters of the organization.
Directors and executive officers are expected to maintain CC’s confidential informationconsistent with their duty of loyalty to the organization. Such information may only be used inconnection with the director or executive officer’s role within CC and may not be shared withany third party except with the written prior consent of CC or as required by law. Directors andofficers should treat the content of all Board meetings as confidential (except that which is notedin the official minutes as not confidential) unless otherwise indicated or after approved by theChair of the Board, the Chief Executive Officer, or the General Counsel, or unless subject todisclosure under applicable law. Directors and officers remain bound by these confidentiality
obligations after their service to CC concludes.
Any questions regarding this confidentiality policy should be directed to CC’s GeneralCounsel.

6