Hi, I’ve hesitated to dive into this discussion because others have been more articulate than I’m likely to be, and in general the discussion seems to be doing fine at delineating positions if not resolving them. However: > On May 3, 2019, at 6:52 PM, Stephen Farrell <stephen.farrell@xxxxxxxxx> wrote: > > > Hi Adam, > > On 03/05/2019 23:35, Adam Roach wrote: >> >> Nondisclosure agreements are de rigueur > > Nicely put - [1] defines that as "prescribed or required by > fashion..." > >> for certain types of contractual >> relationships nowadays, frequently covering even the existence of the >> relationship itself. While obtaining narrow cutouts for evaluation as a >> candidate to serve on a board (i.e., disclosure to the NomCom) is a >> reasonable exception for candidates to ask of their business partners, >> doing so for full public disclosure clearly would not be. > > I'll just note that your conclusion there is by no means > clear to me. That may derive from me having the luxury of > having a $dayjob that allows me to remain unfashionable:-) > But that doesn't make me wrong, I think. As someone who’s occasionally had to manage a motley assortment of CoIs, conventional and otherwise, as a corporate board member and otherwise, I have to agree with Adam here, and with the general line of argument he’s supporting. Other posts have noted that conflicts arise in the course of normal business for many people, particularly self-employed, and they’re not always fully disclosable, so the law has certain requirements on all corporate entities but each one has some leeway within the law to make the rules that suit its purposes and constituents. I don’t think Stephen is wrong. But I think he does have the “luxury” he describes, and many other people don’t, including some folks who would be fine board members for the LLC. IME lawyers are reluctant, as Glenn noted, to push too hard for boards or companies or individuals to go beyond what the law suggests— in part because the standards in statute and case law are kind of like our standards, in that the ones that have evolved over time and over a variety of use cases tend to be more robust than ad hoc attempts to handle every possible corner case. The disagreement here seems to be in how rigorously to specify in advance what should or shouldn’t be allowed, and how much to trust the people put in place by the community to do the work of the community. It’s a fact that the higher the bar— the more work a person has to do in order to be permitted to donate their time and effort to the community— the smaller the pool will be of people who can serve. It seems to me that the pool of people who have the skills and inclination to serve on the IETF LLC board, and can donate their own or an employer’s time in a suitably unencumbered fashion, is small enough that we should be thinking carefully about adding additional constraints such as “must not have, or be at risk of acquiring, business or legal obligations that can’t be publicly disclosed”. John’s description of the process of reconciling nondisclosure and conflict of interest obligations across multiple parties is spot-on— and the danger is that otherwise-qualified people will simply find it more trouble than it’s worth to them, to the detriment of the community. Suzanne
