Conflicts of Interest and Interested Parties

[martymel@interport.net]

The Postel Second Draft includes provisions regarding "interested 
parties" in Article 6, Section 7, stating that:

 The Board may adopt a policy specifically addressing Director and 
Officer conflicts of interest.  No Director shall vote on any matter in 
which he or she has a material and direct interest that will be affected 
by the outcome of the vote.

 The NSI draft appears to contain no such provisions.  In fact, the NSI 
draft ensures conflicts of interests by indicating that Board members 
have a fiduciary duty to the nIANA, not their employer.  As they have a 
pre-existing fiduciary duty to their employer, then they are placed in a 
irresolvable conflict which can only be resolved by not participating in 
the decision in question.

But, for example, if an employee of NSI was on the Board or was an 
officer of nIANA, what important decision could nIANA make that did not 
have a monetary effect on NSI?

What concerns do you have, if any, that NSI's draft by-laws remove 
common provisions for preventing conflicts of interest?