Hiya, Thanks for the speedy answer. On 25/04/2019 18:33, Sean Turner wrote: > >> On Apr 24, 2019, at 20:08, Stephen Farrell >> <stephen.farrell@xxxxxxxxx> wrote: >> >> >> Hiya, >> >> As a nit, "AOB" should probably have a public slot too. I bet not >> all AOB items need be confidential. >> >> And since I looked at the agenda, I also looked back to the last >> minutes where I found: >> >> "All incoming board members have signed Conflict of Interest >> disclosures. These will not be posted publicly, but have been filed >> internally." >> >> Can you explain how this is consistent with the "public unless >> otherwise justified in advance" approach that I think was the >> intent for the LLC board's activities? You didn't answer the point above. As far as I know the folks involved in the board (yourself included) are all trying to do right thing, so this isn't really a critique of the board, but rather trying to help ensure this and future boards run well, and to try ensure the principle above is part of the running code for the board. Anyway, the principle above seems to have been pretty clearly accepted by the iasa2 WG, so maybe this is just a start-up slip-up? That'd be understandable and not a big deal. In this case, I think that principle calls for an explanation (which could've been in those minutes) as to why the disclosures aren't published before that happened. >> >> It also seems to be somewhat illogical - if the CoI disclosure is >> to protect the community against LLC board member conflicts, I >> don't see how that works if the community are unaware of the >> potential conflicts. Where are I wrong there? >> >> Thanks, S. > > The CoI disclosures are private because people may have other > commitments that cannot be made public due to their contractual or > employment obligations. Sorry, I'm confused. To whom are potential CoIs being disclosed in the above situation? If an LLC board member discloses a potential CoI that cannot be made visible to the community, the wouldn't that really be disqualifying? I don't get how it could not. If it's a case of the level of detail, that's different. I'd be fine if the fine-grained details were disclosed to other LLC board members or your IRS but not published, so long as any high level CoIs are made visible to the community. E.g. if the situation is that "LLC board member A gets paid €NN/year by entity B for doing X, Y and Z" then I'd be fine if what was public was just: "A is part-funded by B." > One thing that is different with the LLC than with the IAOC is that > in addition to the community there is also the IRS. Board members > have fiduciary responsibility that the IRS takes very seriously, see > the 990s that require disclosures on corporate governance and board > of directors. These fiduciary responsibilities include duty of care, > loyalty, and obedience. I'm not sure what there relates to publishing CoIs or not. Personally, I'd argue that regardless of what the LLC board need to do because of the LLC setup, they ought also disclose potential CoIs to the community at least at a coarse-grained level. (I also think the IAB and IESG and maybe more of us ought do similarly, but one thing at a time:-) [*] If the LLC board wanna ponder this before getting back then that's ok too, I don't see any urgency here. Cheers, S. [*] I do try do that myself, by mentioning any sponsors in the IETF "bio" thing. [1] I'd be happy to make that better if anyone has anything to suggest. [1] https://datatracker.ietf.org/person/Stephen%20Farrell > > spt >
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