--On Friday, May 3, 2019 14:42 -0700 Glenn Deen
<rgd.ietf@xxxxxxxxx> wrote:
>
>
>> On May 3, 2019, at 2:21 PM, Stephen Farrell
>> <stephen.farrell@xxxxxxxxx> wrote:
>>
>> AFAIK nothing prevents the LLC board going further than
>> legally required if they so choose, in order to do a better
>> job for the IETF community.
>
> In my long career I have yet to meet legal counsel that has
> ever advised that above and beyond the law is recommended. I
> think they get such notions surgically removed before
> graduating law school*
>
> But that does not mean that they won't be careful and
> critical of their adherence to the spirit as well as the
> letter of the LLC COI policy.
>
> The nomcom selects people of good character for the
> positions and I believe in the body to comply with the letter
> and the spirit of the rules. That's part of what nomcom is
> charged with doing.
But, Glenn, to select such people and understand the
relationships that might influence their decisions, the Nomcom
(at least) should have access to employment and COI information
that goes well beyond any narrow legal requirement that exists
within the Board. If one agrees that the Nomcom should have the
right to ask for and obtain such information (and to hold it
against a candidate who declines to supply it) one has already
moved beyond a narrow interpretation of the legal requirements.
With apologies to those outside the US, I have no idea whether
it is a legal requirement or not, but I've noticed that
substantially every ballot I've seen for the board of directors
(or equivalent) or a publicly-held corporation provides
information about the outside commitments of those candidates,
especially candidates for "external" director slots. That is
effectively COI information. I assume it is provided in order
to facilitate an informed selection process; the Nomcom is
really no different.
If you accept that reasoning, the question becomes whether there
is any reason why the information that should be available to
the Nomcom should not be available to the broader community.
Maybe there is, but, if there is, it almost certainly is not
because there is a legal requirement that the Nomcom and no one
else get it. AFAICT (and, no, IMNAL but I do have some
experience with LLCs and COI disclosure information), there is
one, and only one, good reason for directors not making COI
information available to the community on whose behalf they are
acting. That is if there are people one wants on the relevant
Board whose other commitments are such that a COI disclosure
requirement would prevent them from serving or cause them to not
want to serve. In a situation as depending on its reputation
for openness, transparency, and making decisions by rough
consensus as the IETF is, I don't believe there are likely to be
many people were are so irreplaceable that we should accept that
secrecy, much less make it a general rule. If we need it at
all, let's figure out an appropriate way to manage it without
making secrecy our general doctrine, deciding we need to provide
only the information that law specifically requires, etc. I
think there have been several good suggestions as to how that
might be managed.
best,
john
john
