Subject: IASA BCP Conflict of Interest Clause?

From: Margaret Wasserman <[email-masked]>
Date: Wed, 22 Dec 2004 09:07:22 -0500

One question arose when we were writing the original BCP that I 
haven't seen discussed on the list...

Do we need a conflict of interest clause in the BCP?  Something like:

The IAD and IAOC may not accept bids from nor establish contracts 
with members of the IAOC, their family members, their employers or 
companies in which they have a significant financial interest.  If 
such a conflict of interest arises, it should be quickly resolved 
through contract termination or the resignation of the IAOC member 
involved.

Margaret

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From: "Joel M. Halpern" <[email-masked]>
Date: Wed, 22 Dec 2004 09:43:30 -0500

This is a good question.
We probably ought to say something.
This may be too strong  (but I am not sure.)

At a minimum, I would expect an IAOC member with such a conflict of 
interest to recuse themselves from any discussion of the situation.

But, as written, this has odd implications.  For example, it seems to 
prohibit an employee of such an organization from becoming IETF Chair or 
IAB Chair.  Given that we are expecting to contract for IT services, and 
other information support services that might be provided by organizations 
that actually participate in the IETF, this would seem unfortunate.  It 
could also prevent competent bidders from bidding sometimes.

Another thing that bothers me is that it heads us down the path of 
requiring financial disclosures from our appointees, which I would really 
rather avoid.

And what if one of the members is a consultant.  He can probably quietly 
recuse himself from discussions that relate to a confidential client.  But 
resigning, or blocking the client from bidding?

Yours,
Joel

At 09:07 AM 12/22/2004, Margaret Wasserman wrote:

>One question arose when we were writing the original BCP that I haven't 
>seen discussed on the list...
>
>The IAD and IAOC may not accept bids from nor establish contracts with 
>members of the IAOC, their family members, their employers or companies in 
>which they have a significant financial interest.  If such a conflict of 
>interest arises, it should be quickly resolved through contract 
>termination or the resignation of the IAOC member involved.
>
>Margaret
>
>
>
>
>

---

From: Harald Tveit Alvestrand <[email-masked]>
Date: Wed, 22 Dec 2004 16:09:36 +0100

--On onsdag, desember 22, 2004 09:07:22 -0500 Margaret Wasserman 
<[email-masked]> wrote:

> Do we need a conflict of interest clause in the BCP?

That may be of interest, but we need to be careful....

> Something like:
> members of the IAOC, their family members, their employers or companies
> in which they have a significant financial interest.  If such a conflict
> of interest arises, it should be quickly resolved through contract

I think this specific proposal is not reasonable - if an IBM employee is 
IAB chair, and IBM wants to sign a contract to sponsor an IETF meeting, it 
is not (IMHO) reasonable either to refuse the offer or ask the IAB chair to 
resign.

What about handling this in the same way as I suggested for the quorum 
rules, and say "The IAOC will establish and publish rules to handle 
conflict of interest situations"?

---

From: Brian E Carpenter <[email-masked]>
Date: Wed, 22 Dec 2004 16:34:04 +0100

> termination or the resignation of the IAOC member involved.

Actually a more normal approach is for the conflicted member to
recuse him/herself from discussion and voting on the contract in
question. I don't think resignation is obligatory.

iirc, it isn't essential to have such a clause, because it is
implied by generic laws - but it probably does no harm to include
it, subject to lawyer advice.

    Brian

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From: Margaret Wasserman <[email-masked]>
Date: Wed, 22 Dec 2004 11:00:01 -0500

Hi Brian,

>question. I don't think resignation is obligatory.

Yes, that would make more sense than resignation for individual 
decisions or Harald's meeting sponsor example.

I was thinking more of ongoing contracts...  For instance, let's say 
that we contract with Margaret's Meeting Management (MMM -- and no, I 
am not considering a new career :-)) for our meeting planning.  Would 
it be reasonable for someone who works for MMM to be an IAOC member? 
Would he/she need to recuse him/herself from every decision having to 
do with meetings?

>it, subject to lawyer advice.

Yes, legal advice would be good.  I don't know what the general laws 
are and/or how they are affected by the fact that this is a volunteer 
position and not a government post...

If we're already covered by U.S. law then we don't need anything in 
the BCP (IMO), but we do need to be aware of what the law says.

Margaret

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From: Leslie Daigle <[email-masked]>
Date: Wed, 22 Dec 2004 11:58:11 -0500

Howdy,

Margaret Wasserman wrote:
> that we contract with Margaret's Meeting Management (MMM -- and no, I am 
> not considering a new career :-)) for our meeting planning.  Would it be 
> reasonable for someone who works for MMM to be an IAOC member? Would 
> he/she need to recuse him/herself from every decision having to do with 
> meetings?

I think it would be sensible for the IAOC member to resign if
it was a problem.  If they didn't resign, and the rest of the IAOC
thought it was a problem, there are recall measures (because it could
be construed as abrogation of IAOC duties).

Leslie.

-- 

-------------------------------------------------------------------
"Reality:
      Yours to discover."
                                 -- ThinkingCat
Leslie Daigle
[email-masked]
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From: "Stephen Sprunk" <[email-masked]>
Date: Wed, 22 Dec 2004 12:07:50 -0600

Thus spake "Leslie Daigle" <[email-masked]>
> > I was thinking more of ongoing contracts...  For instance, let's
> > say that we contract with Margaret's Meeting Management
> > (MMM -- and no, I am not considering a new career :-)) for
> > our meeting planning.  Would it be reasonable for someone
> > who works for MMM to be an IAOC member? Would
> > he/she need to recuse him/herself from every decision having to
> > do with meetings?
>

We can require that the IAOC establish rules for dealing with conflicts of
interest, and if a member does not follow them (or perhaps does so too
frequently) they can be recalled; if that fails, particular decisions can be
appealed by the community.  IMHO, this is enough.

We cannot predict every possible conflict or the most appropriate action in
each case -- nor should we try to codify such details in the BCP even if we
could.  The BCP overall has evolved a tone of general guidance and public
oversight, not micromanagement, and that seems appropriate here too.

S

Stephen Sprunk        "Stupid people surround themselves with smart
CCIE #3723           people.  Smart people surround themselves with
K5SSS         smart people who disagree with them."  --Aaron Sorkin

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From: Margaret Wasserman <[email-masked]>
Date: Wed, 22 Dec 2004 13:49:03 -0500

I agree with Stephen and others.  We could probably just add 
something in the BCP saying that the IAOC should define and publish 
an appropriate conflict of interest policy and leave it up to them.

Margaret

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From: "Scott W Brim" <[email-masked]>
Date: Wed, 22 Dec 2004 13:59:33 -0500

Stephen Sprunk <[email-masked]> on Wednesday, December 22, 2004 13:08:
> We can require that the IAOC establish rules for dealing with
> conflicts of interest, and if a member does not follow them (or
> perhaps does so too  
> frequently) they can be recalled; if that fails, particular decisions
> can be appealed by the community.  IMHO, this is enough. 

Do you really mean that the IAOC should establish its own procedures for
conflict of interest?  This is something the IETF should at least set
boundaries on.  

I suspect recusal is probably good enough if (1) it's quite thorough, i.e.
it means even being absent from discussion where the conflict of interest is
an issue, and (2) recusals are public information.

swb

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From: "Scott W Brim" <[email-masked]>
Date: Wed, 22 Dec 2004 14:25:08 -0500

> an appropriate conflict of interest policy and leave it up to them.  

Can you think of any policy that would not be "appropriate"?  I thought so.
If so then surely (I mean, Margaret) we can give them a sense of what would
be considered appropriate up front?

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From: Harald Tveit Alvestrand <[email-masked]>
Date: Wed, 22 Dec 2004 21:22:45 +0100

--On onsdag, desember 22, 2004 14:25:08 -0500 Scott W Brim 
<[email-masked]> wrote:

> Can you think of any policy that would not be "appropriate"?  I thought
> so. If so then surely (I mean, Margaret) we can give them a sense of what
> would be considered appropriate up front?

Margaret's first off-the-cuff suggestion is an example of what I'd consider 
"not appropriate". I'm sure I can come up with something else that looks 
reasonable on the surface, but has a corner case I haven't thought of.

We're appointing sensible people to the IAOC (and if they're not, the 
quicker we realize and get rid of them, the better).... so I still think we 
don't need to do more micromanagement than saying "The IAOC will establish 
and publish rules to handle conflict of interest situations".

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From: [email-masked]
Date: Wed, 22 Dec 2004 15:51:46 -0500

I think this is sufficient as well.

a.

On 22 dec 2004, at 15.22, Harald Tveit Alvestrand wrote:

> "The IAOC will establish and publish rules to handle conflict of 
> interest situations".

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From: Brian E Carpenter <[email-masked]>
Date: Thu, 23 Dec 2004 10:58:52 +0100

>> "The IAOC will establish and publish rules to handle conflict of 

Yes, I think so. Profiting from a conflict of interest is pretty
much illegal anyway, so I don't really see why the BCP needs to spell
it out - the IAOC needs such rules for its own protection anyway.
The ISOC Board went through this process a few years ago and I would
expect that the rules for the IAOC would be very similar.

     Brian