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[rpd] Report of the Soft Landing isuue

Owen DeLong owen at
Thu Apr 20 18:24:23 UTC 2017

> On Apr 6, 2017, at 02:35 , sm+afrinic at wrote:
> Hi Alan,
> At 14:28 04-04-2017, Alan Barrett wrote:
>> When/if the proposal gets to the point of ratification by the Board, any Board member with a conflict of interest would have to recuse themselves from voting.  However, it's not clear what would constitute a conflict of interest.  I would suggest that a proposal author might have a conflict, but a commenter does not have a conflict.
> There is a conflict of interest if a Board member of Afrinic Ltd ratifies a proposal which he/she has written.  It is not clear-cut in a case where the Board member participates in the discussions about a proposal.  That case is not an issue if a participant works for a prestigious company as those entities usually have a code of ethics for its directors and employees.

I disagree.

Let us examine the difference in roles here:

The PDWG Cochairs are charged with determining whether or not the policy has consensus of the community. An interest or attachment to the policy (such as actually drafting it, having a commercial stake in the outcome, etc.) is a clear conflict with that role.

The Board ratification process does not focus on whether the policy is supported by the community or whether or not it is a good policy. The board is tasked not with any such value judgment, but with the following very limited mandate:

	+	Would ratification violate the board’s fiduciary responsibilities?
		(Would the policy be clearly financially or legally ruinous to the organization)
	+	Was the PDP followed in delivering the policy to the board?

While I suppose you could argue that a board member with an interest in the policy outcome might ignore his responsibilities in the first question, the reality is that if the community has come to consensus around such a policy, there are bigger problems than the COI involved here.

There are situations where I believe a board member should recuse him/herself from a policy ratification vote due to COI, but as a general issue they are far more removed than the PDWG co-chairs. Further, one could argue that a board member who drafts a policy proposal which would fail question 1 is already in violation of his fiduciary responsibilities as a board member.


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