--On Saturday, 04 May, 2019 18:09 -0400 Sue Woolf <suzworldwide@xxxxxxxxx> wrote: > 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: > >... Suzanne, In part because you mentioned my comment, I think something may be getting lost here. We are not faced with a binary choice between "COI information is always disclosed to the community and anyone who can't or won't allow that can't server" and "COI information is never disclosed to the community or even the Nomcom". Instead, I think it would be perfectly rational to * State a general preference for disclosure to the community unless there is a reason to not disclose. * State that anyone not able or willing to have COI information disclosed to the community should, to the extent possible, reveal the reason for the constraint and make a clear assertion that the conflicts either do not, in that persons's judgment, cause actual conflicts with the work of the LLC or that the person commits to completely isolating him or herself from LLC discussions that might involve the appearance of improper relationships or dealings. * State an even stronger preference that the full COI information be available to the Nomcom. If that is not possible, the Nomcom gets to consider the absence of information and the justification when considering the appropriateness of the candidate. I would not consider that burdensome if I were a would-be candidate and I think it is consistent with both the needs of the community for openness and trust in LLC Board members and the needs of those Board members to have personal and professional lives. It (and even with the very narrow view in which Board members would be required to disclose other commitments that might constitute COIs only to each other), does raise another issue. Suppose, due to changes in employment or other commitments, someone discloses new issues to the rest of the Board that, in their judgment, makes it impossible for that person to serve effectively. We don't have provisions for Board members to vote each other off (often a bad idea anyway), our recall machinery is just too slow for a situation like that, the "wait for the Nomcom" could be even slower. So I hope someone is considering that part of the issue. best, john >> 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 >
