Problems

["David Schutt" <david@speco.com>]

Two little words with enormous implications are still in the IANA draft
articles. They are 'or contract' in Bylaw Article III, Section 2. Following
is the current IANA section, and the BWG proposed changes. I would like to
add that it appears to me that the Neworg could sign a contract to perform a
service for an outside party, and have in that contract wording that would
prevent the disclosure of what that service is or what the terms are. Should
the Neworg be able to enter into contracts that aren't publicly available
for review? I certainly don't think so. Shows you how tricky this business
can be.

IANA
=======

Section 2. ACCESS TO INFORMATION

The Board shall publish, at least annually, a report describing its
activities, including an audited financial statement and describing any
payments made by the Corporation to Directors (other than reimbursements of
expenses). All minutes of meetings of the Board, Supporting Organizations
(and any councils thereof) and Committees shall be approved promptly and
immediately following approval shall be made publicly available on the Web
Site and otherwise; provided, however, that any minutes relating to
personnel or employment matters, legal matters (to the extent the Board
determines is necessary or appropriate to protect the interests of the
Corporation), matters that the Corporation is prohibited by law or contract
from disclosing publicly and other matters that the Board determines are not
appropriate for public distribution shall not be included in the minutes
made publicly available. For any matters that the Board determines not to
disclose, the Board shall describe in generic terms the reason for such
nondisclosure.

Comment: Language was added to require that minutes be approved by the
relevant body promptly, and to clarify that the Board is not required or
expected to approve the minutes of any body other than the Board itself.

BWG
========

2.2.1.3      Remove the words “or contract” in the penultimate sentence.
Comment:  The existing language permits the corporation to enter into a
contrived contract which would, as one of its provisions, prohibit
disclosure of matters that otherwise would have to be published.  We suggest
that Board have regard for the principles of Open Meeting requirements of,
for example, the State of California.

David Schutt
Speco, Inc.

The Boston Working Group documents are at

http://www.cavebear.com/bwg and

http://www.mama-tech.com/boston/