--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
