Hi Stephen, > On May 3, 2019, at 12:32 PM, Stephen Farrell <stephen.farrell@xxxxxxxxx> wrote: > > But even if we don't (immediately), there's nothing wrong > with the LLC board getting ahead of the game and providing > a good example for the other laggards:-) I get nervous when we IETF non lawyers start inventing and writing what we think is good policy and pseudo-legal requirements. It’s very tempting, and I admit to giving in occasionally myself to the temptation, but the problem is that there is existing legal requirements in our situation that are established in Delaware, the legal home of the IETF LLC, and a big risk of we arm chair legal experts take in setting policy is that it may cause some legal issues for us or the directors down the road. It may conflict with currently Delaware law. It may conflict with future Delaware law or changes to current Delaware law. Even having it and not following it to the letter may cause legal conflicts for the IETF LLC or its Board members. My point it is, our board already has legal requirements that they accepted when they accepted being officers of the LLC. I know, as I was the interim LLC chair for 8 months and I sure as heck made sure I knew and complied with the legal duty of the position. This is serious stuff and during those 8 months I was legally liable for my actions as chair and as a board member and I certainly took care to ensure I did my duty to the full extent. It’s that existing legal requirement that ultimately keeps the board acting properly, and they themselves making sure to the best of their abilities that the rest of the board does too, especially the chair as part of the job of a chair is to do a secondary sniff check that everything is on the up and up. The whole point of requiring the LLC to establish COI compliance policy is to place upon them a legally binding set of requirements to fulfill (or else they will face legal action). The LLC is already doing that under the guidance of legal counsel to ensure they are fully compliant with the laws of Delaware, and will keep the COI policies current as Delaware law changes. That to me is sufficient, and I do not support the idea of we engineers attempting to do one better than that. Glenn
