On 13/10/2020, at 9:48 AM, Michael StJohns <mstjohns@xxxxxxxxxxx> wrote: On 10/11/2020 7:23 PM, IETF Executive Director wrote:
I have so many problems with this - where to begin: 1) The Secretariat and RPC members are all employees of their respective organizations, and it's that organization, and only that organization that *might* have the right to impose behavioral controls on them. I say "might" because what they can impose on their employees is usually fairly circumscribed by the law. 2) It's unclear what you're trying to accomplish here and why you're trying to mark these folk off as second-class citizens unable to participate in the IETF even to the extent of any random passersby. If there's some actual form of conflict of interest you're trying to deal with here, it's not obvious from the text. This feels way too much like the "... is just a contractor" comment I got from one of the I* folk a while back without any real reason for it. We've been hearing the mantra of inclusiveness for a while from the I*, I guess I never expected it to mean "except for our contractors".As you’ve noted this is all about managing conflict of interest. It is quite normal to include provisions to manage conflict of interest in policies and contracts that are then in turn applied to employees.
Yes but - they need to be bona fide conflicts of interest, not
just arbitrary restrictions on the employees public life.
Especially with the IETF having no formal membership, and a having
a long history of of taking all comers.
Those conflicts of interest could certainly be spelt out more clearly. I’ve added issue #6 "Clearer explanation of potential conflicts of interest in development of RFCs" at https://github.com/ietf-llc/community-engagement-policy-consultation/issues/6 to capture this. The complication around conflict of interest is that it often comes down to what people perceive and what people are willing to accept. I will send a follow up email with some questions that aims to understand that better.
Fair - more constrained and specific language here will tend to mitigate. I await an idea of what topics you will place on the table as being COIs between the contractors and the LLC that affect the relationships of the contractors and the IETF community at large.
If I say that AMS can impose requirements on its staff (commensurate with the law), surely you don't think I'm going to make a different rule for the LLC? But again, you need to make sure those requirements are related to the job, serve a necessary purpose and are as minimal as possible. In any event, in a normal company, the staff has recourse through the HR process, or at a higher level, through the board. They also have a much closer relationship with the base policies of the LLC.3) With respect to any misbehavior/poor interactions with the I* on the part of the Secretariat, RPC, RSE or other contractors, I certainly want the Nomcom to hear about it. That includes, but is not limited to, harassment, arrogance, brusqueness, and any other interaction that would tend to reduce the efficiency of the IETF community, or make any of the participants feel subordinate to any of the I*. Any policy that restricts the ability to provide information to the Nomcom is a non-starter.You didn’t mention staff - was that deliberate because you think restrictions should apply to staff in what feedback they can provide to the NomCom, or is that not an intentional omission?
Also, you seem to be suggesting that the set of things that the NomCom should hear about should be scoped to "misbehaviour/poor interactions" rather than say "they wouldn’t agree to the contract term I wanted" - is that correct?
We don't (and SHOULD NOT) control what people say, nor should we
control what we allow the Nomcom to hear. With respect to your
example, I don't have any problem with a contractor coming in and
indicating they perceive that the I* is negotiating in bad faith -
that's as much of a problem as any other problem I can think
of. But the Nomcom gets to hear it and give it as much or as
little weight as is appropriate. Ideally, they'll ask for the
other side's view of the matter.
So, the answer is "no" to your question. *I* want to make sure
the Nomcom can hear about subjects on the list I provided, but
that's not a comprehensive list and shouldn't be taken as
constraining the subject matter of a Nomcom submission.
4) With respect to folding in the LLC Code of Conduct to the independent contractors, my guess is that none of this applies or can apply unless its actually incorporated into their contracts, and sections 8 and 9 especially might be offensive to most contractors. With respect to section 7 - that's usually already incorporated into the contract. Sections 10 and 11 are violations of the law, and are generally already incorporated. In any event, assuming that US law applies to a lot of this, attempting to constrain "how" a contractor does their work might bring the tax people down on you.The LLC Code of Conduct is incorporated into all service contracts. Those contracts have been through multiple sets of lawyers without any concern about that policy.
I'm actually surprised at that. How many times have you been asked to approve a section 8 or 9 action since the policy was finalized? (e.g. from the apparent date of 31 Oct 2019)
Hmm... taking a quick look at John Levine's contract at https://www.ietf.org/media/documents/CSA_-_Temporary_RFC_Series_Project_Manager_-_EXECUTED_REDACTED.pdf - which is actually dated before the 31 Oct 2019 date, the only phrase that seems to apply is "Contractor agrees to comply with all IETF LLC policies, as provided by IETF LLC to Contractor from time to time". I wouldn't actually call that "incorporated" in the legal meaning.
https://www.ietf.org/media/documents/SOW_automatic_schedule_builder_EXECUTED_REDACTED.pdf
doesn't appear to have that clause in it.
https://www.ietf.org/media/documents/Pantheon_IETF_SOW_2_Final_002_EXECUTED_REDACTED.pdf
has "Developer agrees to comply with all
applicable IETF LLC policies in performance of the Services." - note
the difference between "all applicable" and "all".
I
probably wouldn't have signed a contract with such an open ended
ability for the LLC to impose requirements. I'd instead require
the terms be set at time of signing or amended later by mutual
consent. From a quick read, it looks like the LLC or its
lawyers set the basic form of the letter contracts as the same
language appears in the same place in many of these including
the exact same typo of a missing close paren.
Developer will comply with the
policies that IETF LLC provides toDeveloper (as may
be updated from time to time upon written notice to
Developer.
Is there a record of those notices being sent to each of these
developers?
Mike
Jay
