Conflict of Interest
Intro
This rule change was originally proposed to make it more workable and understandable. The basic concept here is that
- conflicts of interest must be disclosed, and
- this is how you do it.
Discussion is still going on. There are two proposed texts to be voted on at AGM/AGM20100130.
Also, in 19., Casual Vacancies, a member of the committee that has to enter a conflict of interest also has to resign from the committee. This was just an oversight.
Motion to be voted on (New Text) Variant A
By deleting rule 6, and inserting in its place:
6. Conflict of Interest Register (1) The secretary must establish and maintain a register of conflicts of interest of members of the association, specifying the name of the member, the nature of the conflict of interest, and the date so recorded. (2) A member is taken to have a conflict of interest in the event of becoming employed, contracted to or gaining any pecuniary interest in any entity that is engaged in a for-profit business of: (i) operating a Certificate Authority, or (ii) reselling services operated by a Certificate Authority (3) A member that has a conflict of interest must disclose immediately to the secretary the date the conflict commenced, the nature of the conflict and the names of any other parties to the conflict of interest. (4) A member who previously made a disclosure in accordance with these rules must notify the secretary in the event of there no longer being a conflict of interest. (5) The secretary must, on receipt of a notification in accordance with clause (2) or (3) of this rule, cause that notification to be recorded in the register of conflicts of interest. (6) Whilst ever a conflict of interest exists, that member may not vote on any matter.
By appending the following to rule 19:
, or (h) makes, or is required to make a notification to the secretary under rule 6.
Motion to be voted on (New Text) Variant B
By deleting rule 6, and inserting in its place:
6. Conflict of Interest Register (1) The secretary must establish and maintain a register of conflicts of interest of members of the association, specifying the name of the member, the nature of the conflict of interest, and the date so recorded. (2) A member is taken to have a conflict of interest in the event of becoming employed, contracted or obliged in other ways to any organization in the business of: (i) operating a Certificate Authority, or (ii) reselling services operated by a Certificate Authority, or (iii) maintaining national security (internally or externally), or (iv) any activity the committee views as in conflict with the principles of CAcert. Such activities must be publicized by the committee to the membership before taking effect. (3) A member that has a conflict of interest must disclose immediately to the secretary the date the conflict commenced, the nature of the conflict and the names of any other parties to the conflict of interest. (4) A member who previously made a disclosure in accordance with these rules must notify the secretary in the event of there no longer being a conflict of interest. (5) The secretary must, on receipt of a notification in accordance with clause (2) or (3) of this rule, cause that notification to be recorded in the register of conflicts of interest. (6) Whilst ever a conflict of interest exists, that member may not vote on any matter.
By appending the following to rule 19:
, or (h) makes, or is required to make a notification to the secretary under rule 6.
Old Text
6 Membership and Conflict of Interest (1) If a member enters into the employment of or becomes contracted to either a Certificate Authority which provides digital certification or identification services or digital signing services, any of which for financial reward, or an organisation which is employed by or contracted to a Certificate Authority which provides digital certification or identification services or digital signing services for financial reward, that person must; (a) lodge notification with the secretary of change in circumstances, in writing or by digitally signed email, and membership is to be immediately suspended during the term of employment or contract. (b) At the committees disgression, may withdraw membership at any time during the suspension. (c) Failure to comply with clause (a) results in expulsion from the association.
Comments
DanielBlack: proposed 6(6) removed all votes regardless as to if a conflict of interest actually was covered in the scope or impacts on the vote. Alternative:
6(6)(a) The Secretary will determine, on any voting item, if a members disclosed conflict of interest is applicable and consequently if a member has voting privileges.
6(6)(b) If a member objects to the Secretary's determination under 6(6)(a) the determination will be made by an unanimously committee decision.DanielBlack: RuleDiscussionConflictOfInterest has a broader definition of conflict of interest that I think should be used:
(2) A member is taken to have a conflict of interest if:
(a) a member's personal interests being contrary to the goals and interests of CAcert, or
(b) if a member has strong ties via employment, association or obligation to an entity with goals or interests contrary to CAcert,Iang There are now three variations now on the table (A, B old as above).
- this might point out that there are several groups effected, and also several "special interests".
- One of the problems with the discussion might be that we are framing it as one rule whereas we might really have 9 boxes:
who \ interests
CA
police
natsec
committee
?
?
?
association
?
?
?
community
?
?
?
- Depending on the intersection of the above, we might have different answers. For example, nobody has objected to any member of the community being from another CA, whereas we can reasonably expect that the community would object to the committee being stacked by the NSA or the KGB.
Iang then there might be an additional axis for the question asked in that box:
- membership is acceptable?
- must disclose interests?
- must not vote on any matter if conflict is determined?
- must not vote on relevant matters if conflict is determined?
Iang there is also section 31 of the Associations Act of NSW, 2009.
- this section also applies. It is written more to the committee than the members.
Iang more on members list discussion thread