Re: [EXTERNAL] Re: LLC Board Meeting Details - 1 May 2019

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Hi Brian,

I fully agree that the LLC must have COI policies.  It’s right in the terms that created the LLC.  So it’s been on the list of LLC required compliance policies for the LLC since day 1.  In practice this has Included members recusing themselves if necessary from discussions and decisions.

What I was reacting to is the suggestions of going above and beyond the legal requirements around COI to add public disclosure of board member personal and business relationships for the LLC when we don’t do the same for the people that actually are in a position to set or direct ietf technical work directions which in the end is very much more impactful to the primary mission and work of the IETF. Which is very much in contrast to the LLC Board which as you point out have significant requirements legally placed on them to act appropriately as members of the LLC board.  

Essentially ironically, we are focused on the LLC board which cannot influence the IETF’s primary mission and is already required to have COI policies in place and are legally liable for acting badly, while our those engaged on our primary work activity have neither the policy requirements nor the legal liability exposure to do the same.

Glenn 

  May 3, 2019, at 1:07 PM, Brian E Carpenter <brian.e.carpenter@xxxxxxxxx> wrote:

There's no comparison. A legally incorporated body (in pretty much any country) has specific legal constraints and its board has specific legal and fiduciary obligations. So there is a legal necessity to have a COI policy and related disclosures. Apart from anything else, it may serve to protect the board members themselves in some circumstances. IANAL so I won't say more.

IAB and IESG and NomCom don't have any of that. Now I fully agree that conflict may arise, and in particular it's not unusual for IESG members to recuse themselves for cause. We could, and perhaps should, write down some expectations in this area (but IMHO there are far more serious and long-standing defects in our process documents than that). But it's a category mistake to mix that disussion with the undoubted need for a definitive COI policy for IETF LLC.

Regards
   Brian

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