--On Tuesday, October 13, 2020 15:43 +1300 Jay Daley
<jay@xxxxxxxx> wrote:
> Thank John. Just one thing to follow up on:
>
>> And that may expose a small pachyderm in this particular room:
>> In this situation and a number of others, the boundary seems a
>> little thin between your explaining a proposal from yourself
>> and/or the Board, asking questions to clarify community
>> perspectives (as above), and so on on one hand and either
>> advocating for particular approaches or offering perspective
>> or advice in your individual capacity. Consistent with what
>> I'd said elsewhere, I think more transparency would be
>> helpful while more rules would probably not be. Do you agree
>> and, if so, could you try to be a little bit more clear and
>> when you are speaking for the Board versus offering your own
>> perspective and when you are speaking as an individual rather
>> than Exec Dir?
>
> All interactions I have within the IETF are in my professional
> capacity as the IETF Executive Director. "Advocating for
> particular approaches or offering perspective or advice" is
> part of what I am paid to do and the areas where I do that are
> all within the scope of the IETF LLC. If I were to do that
> for something outside of the scope of my role, such as
> commenting on the technical details of a nascent standard,
> then that should be treated as me overstepping the boundary
> while wearing my Exec Dir hat, not me taking that hat off. I
> entirely agree that this could do with greater clarity, which
> is what this policy aims to provide.
>
> Your question about "speaking for the board versus offering
> your own perspective" is based on a misunderstanding of what
> the LLC is. The LLC is not a board/group, such as the
> IAB/IESG/NomCom/RSOC etc, it is a company, which both the
> board of directors and I serve and which both of us can speak
> on behalf of.
Jay, unless I (and perhaps at least a few other members of the
community) are under the impression that company is managed by a
Board consisting of Directors [1]. That Board has "full and
complete discretion to manage and control the business and
affairs of the Company, to make all decisions affecting the
business and affairs of the Company and to take all such actions
as it deems necessary or appropriate to accomplish the purposes
of the Company. Neither the Member, any individual Director, any
officer, any staff member, nor any other person shall have any
authority or right to act on behalf of or bind the Company,
except as specifically authorized by the Board or as
otherwise provided herein." Now, summarizing what I'm sure you
know but that others may not remember, the Board "will hire and
supervise" you. You are an Officer of the Company but not a
Director. And the Board may delegate authority to speak for the
Company to you. So far, so good.
Things get more interesting when one looks at Section 5(d) of
that document, including the expectation that the Board will
"delegate management of day-to-day activities and related
decision-making to staff". Nothing unusual there, but...
The members of the Board, with the exception of the one
appointed by ISOC, all all appointed by the Nomcom or confirmed
or appointed by the IESG. If the Nomcom is going to do its job
of evaluating candidates (including especially incumbents) for
Board seats (including that of the IETF Chair), then it needs to
be able to evaluate the job that Board members are doing
deciding what authority to delegate to you (Section 5(b), in the
decisions it makes about what strategic responsibilities it
wants to retain versus delegating to you (or others, including
its Chair), and so on.
If for no other reason than the mechanism of how Directors are
appointed and for things that are not day to day activities, the
distinction between positions you are taking under a delegation
of authority from the Board and positions taken by the Board on
which you are reporting is very important. I suppose the Board
(or you if so delegated) could take the position that those
boundaries must remain confidential in the best interests of the
Company, but, I would then expect that information would be
disclosed to the Nomcom and that the community would be told why
it was inappropriate to share it.
Now, if some part of that is a continued misunderstanding, I'm
very interested in a better understanding.
thanks,
john
[1] Limited Liability Company Agreement of IETF Administration
LLC
