Hi John, > On May 4, 2019, at 9:27 PM, John C Klensin <john-ietf@xxxxxxx> wrote: > .... > > 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), Exhibit A(9) of the LLC Agreement [1] and Section 6.7 of draft-ietf-iasa2-rfc4071bis [2] allow for directors to be removed by a vote of the other directors. Alissa [1] https://www.ietf.org/documents/180/IETF-LLC-Agreement.pdf [2] https://tools.ietf.org/html/draft-ietf-iasa2-rfc4071bis-11#section-6.7 > 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 >> > > > >
