Subject: [Iasa20] Memo exploring options for IASA 2.0 models

From: Joseph Lorenzo Hall <[email-masked]>
Date: Wed, 14 Feb 2018 18:29:13 -0500

Greetings,

I am writing on behalf of the IASA 2.0 Design Team to update you on
progress since Singapore.

The Design Team and Alissa, Sean Turner, and Richard Barnes (ISOC Board
members) asked ISOC's tax law counsel at the law firm Morgan Lewis to
examine the options we are considering in a new IASA 2.0 structure, in
terms of governance, finances, and administrative complexity.

The response memo is attached, covering the spectrum of options from the
status quo to increasingly independent models. The memo covers four options:

1. Substantial independence: an independent 501(c)(3) org;
2. Significant independence: a 501(c)(3) Type 1 Supporting Org;
3. Weak independence: an LLC that is a "disregarded entity"; and,
4. Status quo: continuing as an activity of ISOC.

Note that the design team has some additional questions that we hope to
clarify including the implications of the public support test, board
composition and control, and potential costs (sunk/ongoing) of a
transition to each model. We'd like to hear from all of you as to your
thoughts, either in terms of clarification or if this analysis affects
which model you prefer.

If questions emerge around particular themes we can work with ISOC on
clarifications.

thank you,

Joe (writing on behalf of the DT)

-- 
Joseph Lorenzo Hall
Chief Technologist, Center for Democracy & Technology [https://www.cdt.org]
1401 K ST NW STE 200, Washington DC 20005-3497
e: [email-masked], p: 202.407.8825, pgp: https://josephhall.org/gpg-key
Fingerprint: 3CA2 8D7B 9F6D DBD3 4B10  1607 5F86 6987 40A9 A871

---

From: Stephen Farrell <[email-masked]>
Date: Wed, 14 Feb 2018 23:44:50 +0000

Hi Joe,

I'm generally not in favour of most of the "forming a
new organisation" propositions, but am nonetheless
curious as to why all of the options here are US-based.
Did the DT not consider any other jurisdictions?

Sorry if I'm forgetting if that was previously discussed,
and it'd be entirely reasonable if this is considered the
easiest thing to check first, but I wondered.

Ta,
S.

PS: One of the reasons I'm not that much in favour of
the "forming a new organisation" options is that that'd
lead to a bunch of questions like the jurisdiction one,
each of which may take some time to handle.

On 14/02/18 23:29, Joseph Lorenzo Hall wrote:
> _______________________________________________
> iasa20 mailing list
> [email-masked]
> https://www.ietf.org/mailman/listinfo/iasa20
> 

-- 
PGP key change time for me.
New-ID 7B172BEA; old-ID 805F8DA2 expires Jan 24 2018.
NewWithOld sigs in keyservers.
Sorry if that mucks something up;-)

---

From: Joseph Lorenzo Hall <[email-masked]>
Date: Wed, 14 Feb 2018 23:48:31 +0000

No, we haven't explicitly considered that and this is definitely specific
to US law. Are there promising hybrids you'd suggest, or is this just to
point out (rightly) how complex the design space is?

---

From: Stephen Farrell <[email-masked]>
Date: Thu, 15 Feb 2018 00:00:58 +0000

Hiya,

On 14/02/18 23:48, Joseph Lorenzo Hall wrote:
> to US law. Are there promising hybrids you'd suggest, 

Not doing it would be my "hybrid" suggestion:-)

> or is this just to

That, but also to point out that "investigate only US-based"
would itself be a decision that'd need to be made, presumably
before significant effort was devoted to US-based scenarios
for new organisational structures. So it's not just a complex
design space, but also one where there could be numerous points
at which consensus calls would be needed, each of which has
the potential to be tricky, even with everyone on the same
page, more-or-less.

S.

---

From: Ted Hardie <[email-masked]>
Date: Wed, 14 Feb 2018 16:33:41 -0800

Hi Joe,

Thanks for forwarding this.  I do have one clarifying question.  In the
section on the Type 1 supporting organization, it says "Can have members
that are not ISOC members." but also says "ISOC must serve as the sole
member of the corporation with the right to appoint at least a
majority of the directors."  ISOC is the sole member of PIR, and I had made
the assumption that it would be the sole member of a new Type 1 supporting
organization, should that be the path selected.  This, however, seems to
contemplate members beyond ISOC, and I'm unsure who or what those could be
in our context.   Or does the first usage simply mean what we would call
participants in the IETF context, saying that the participants in the
supporting organization do not also need to be considered "members" of ISOC?

thanks,

Ted

---

From: Brian Carpenter <[email-masked]>
Date: Thu, 15 Feb 2018 14:25:30 +1300

I'm with Stephen, setting up a new org of any kind is unnecessary
and costly (in many ways). But absolutely certainly if we did go that
way, setting it upoutside US jurisdiction must be considered and is probably
preferable. Switzerland or the Netherlands are two obvious choices, but
of course the field is broad.

Regards
   Brian Carpenter
   Department of Computer Science
   The University of Auckland
   http://www.cs.auckland.ac.nz/~brian/

(I am currently sending all mail from this address
due to a Gmail bug. I can still receive via Gmail.)

---

From: "Salz, Rich" <[email-masked]>
Date: Thu, 15 Feb 2018 01:28:55 +0000

Stephen's question makes me ask: Who's on the design team?  Any non-US?

---

From: Andrew Sullivan <[email-masked]>
Date: Wed, 14 Feb 2018 20:59:14 -0500

Hi Brian (and Stephen too):

> of course the field is broad.

Does this include Joe's cases (2) and (3) as "new org of any kind"?
Because I seem to recall that this makes things inordinately
complicated (I recall this from when we investigated it as part of the
ICANN/IANA changes).

Best regards,

A

-- 
Andrew Sullivan
[email-masked]

---

From: Joseph Lorenzo Hall <[email-masked]>
Date: Thu, 15 Feb 2018 01:59:46 +0000

https://tools.ietf.org/html/draft-haberman-iasa20dt-recs-01

Joseph Lorenzo Hall

---

From: Brian Carpenter <[email-masked]>
Date: Thu, 15 Feb 2018 15:14:51 +1300

> complicated (I recall this from when we investigated it as part of the

IANAL, and I'm certainly not an international tax and corporate structure
lawyer. So while I believe it would be complicated, I don't know how much so.
(ISOC already has an office in Switzerland, of course.)

But given the international scope of the IETF, it would seem like an essential
part of due diligence to consider other jurisdictions than the US.

    Brian

---

From: "Salz, Rich" <[email-masked]>
Date: Thu, 15 Feb 2018 03:25:19 +0000

So it’s the six authors of that document?

https://tools.ietf.org/html/draft-haberman-iasa20dt-recs-01<https://urldefense.proofpoint.com/v2/url?u=https-3A__tools.ietf.org_html_draft-2Dhaberman-2Diasa20dt-2Drecs-2D01&d=DwMFaQ&c=96ZbZZcaMF4w0F4jpN6LZg&r=4LM0GbR0h9Fvx86FtsKI-w&m=UPuAyEtZNXSh2F99CSDW73yyDRgpv4yFvbUIeRJNGqc&s=5JhWA7LtzjfeRY1mz0XQ-YhGuuOwgnNwHexKq9IgK1w&e=>

On Wed, Feb 14, 2018 at 20:29 Salz, Rich <[email-masked]<mailto:[email-masked]>> wrote:
Stephen's question makes me ask: Who's on the design team?  Any non-US?

---

From: Joseph Lorenzo Hall <[email-masked]>
Date: Thu, 15 Feb 2018 04:06:08 +0000

Yes, apologies, was on date with my sweetie!

On Wed, Feb 14, 2018 at 22:25 Salz, Rich <[email-masked]> wrote:

> <https://urldefense.proofpoint.com/v2/url?u=https-3A__tools.ietf.org_html_draft-2Dhaberman-2Diasa20dt-2Drecs-2D01&d=DwMFaQ&c=96ZbZZcaMF4w0F4jpN6LZg&r=4LM0GbR0h9Fvx86FtsKI-w&m=UPuAyEtZNXSh2F99CSDW73yyDRgpv4yFvbUIeRJNGqc&s=5JhWA7LtzjfeRY1mz0XQ-YhGuuOwgnNwHexKq9IgK1w&e=>
>
>
>

---

From: Joseph Lorenzo Hall <[email-masked]>
Date: Thu, 15 Feb 2018 04:09:45 +0000

I'm not sure, we should clarify. I believe the type 1 SO here is the same
as that for PIR, so I suspect it's what we would call participants.

On Wed, Feb 14, 2018 at 19:34 Ted Hardie <[email-masked]> wrote:

> majority of the directors."  ISOC is the sole member of PIR, and I had
> made the assumption that it would be the sole member of a new Type 1
> supporting organization, should that be the path selected.  This, however,
> seems to contemplate members beyond ISOC, and I'm unsure who or what those
> could be in our context.   Or does the first usage simply mean what we
> would call participants in the IETF context, saying that the participants
> in the supporting organization do not also need to be considered "members"
> of ISOC?
>
> thanks,
>
> Ted
>
>
>
>> 1401 K ST NW STE 200, Washington DC 20005
>> <https://maps.google.com/?q=1401+K+ST+NW+STE+200,+Washington+DC+20005&entry=gmail&source=g>
>> -3497
Joseph Lorenzo Hall

---

From: Alissa Cooper <[email-masked]>
Date: Wed, 14 Feb 2018 20:48:45 -0800

Hi Rich,

The nature of the options present in the memo has nothing to do with the nationalities of the people on the design team. It has to do with the fact that ISOC is a 501(c)3 not-for-profit organization incorporated in the US, and that the preferences expressed in the hums in Singapore were for options that maintain the IETF’s administrative activity under ISOC’s umbrella [1].

Alissa

[1] https://datatracker.ietf.org/meeting/100/materials/minutes-100-iasa20 <https://datatracker.ietf.org/meeting/100/materials/minutes-100-iasa20>

> On Feb 14, 2018, at 7:25 PM, Salz, Rich <[email-masked]> wrote:
> 
> https://tools.ietf.org/html/draft-haberman-iasa20dt-recs-01 <https://urldefense.proofpoint.com/v2/url?u=https-3A__tools.ietf.org_html_draft-2Dhaberman-2Diasa20dt-2Drecs-2D01&d=DwMFaQ&c=96ZbZZcaMF4w0F4jpN6LZg&r=4LM0GbR0h9Fvx86FtsKI-w&m=UPuAyEtZNXSh2F99CSDW73yyDRgpv4yFvbUIeRJNGqc&s=5JhWA7LtzjfeRY1mz0XQ-YhGuuOwgnNwHexKq9IgK1w&e=> 
> On Wed, Feb 14, 2018 at 20:29 Salz, Rich <[email-masked] <mailto:[email-masked]>> wrote:
> [email-masked] <mailto:[email-masked]>
> https://www.ietf.org/mailman/listinfo/iasa20 <https://www.ietf.org/mailman/listinfo/iasa20>

---

From: Richard Barnes <[email-masked]>
Date: Wed, 14 Feb 2018 23:49:06 -0500

I actually have the opposite suspicion, members != participants.  For those
not familiar with the terminology, "participants" in the IETF sense is
basically "whoever joins a mailing list or comes to a meeting", or
similarly "whoever is subject to the Note Well / relevant IPR RFCs"
[0][1].  The IETF has very open participation.

By contrast, given that this memo was written by lawyers, I expect that
they meant "members" in the legal sense, who are the parties that legally
control the entity (e.g., the shareholders in a for-profit corporation)
[2][3].  So saying that "ISOC must be the sole member" just means that ISOC
legally retains control of the entity, as one would expect with a
subsidiary entity.  That control is manifested, for example, in their right
to replace all or a majority of the board.

Note, however, that even if ISOC retains ultimate legal control, there are
still differences among options (II), (III), and (IV) (using the memo's
numbering).  In options (II) and (III), ISOC's control is attenuated
compared to option (IV), since basically the only right they have is to
appoint the board; they couldn't, say, direct specific contracting or
personnel decisions.

--Richard

[0] https://www6.ietf.org/tao.html
[1] https://www.ietf.org/about/participate/
[2] http://info.legalzoom.com/definition-llc-member-4425.html
[3]
https://www.legalzoom.com/knowledge/nonprofit/topic/non-profit-membership

On Wed, Feb 14, 2018 at 11:09 PM, Joseph Lorenzo Hall <[email-masked]> wrote:

> e: [email-masked], p: 202.407.8825 <(202)%20407-8825>, pgp:
> https://josephhall.org/gpg-key

---

From: Brian Carpenter <[email-masked]>
Date: Thu, 15 Feb 2018 18:03:30 +1300

> The nature of the options present in the memo has nothing to do with the nationalities of the people on the design team. It has to do with the fact that ISOC is a 501(c)3 not-for-profit organizatio…

Indeed, that's why I pointed out that ISOC has at least one overseas office. The US might be the most obvious option but that doesn't mean it's the best.

Regards
   Brian Carpenter

---

From: "Salz, Rich" <[email-masked]>
Date: Thu, 15 Feb 2018 05:04:46 +0000

I also think it makes sense, for a variety of reasons, to stay within US law scheme.  But greater non-US representation might have meant making that explicit, not implicit.

---

From: Alissa Cooper <[email-masked]>
Date: Wed, 14 Feb 2018 21:19:47 -0800

> On Feb 14, 2018, at 9:03 PM, Brian Carpenter <[email-masked]> wrote:
> 
> 

The locations of the offices do not change the jurisdiction of incorporation as far as I understand. 

Alissa

---

From: Ted Hardie <[email-masked]>
Date: Wed, 14 Feb 2018 21:35:34 -0800

So, I can personally read it either way, which is why I asked for
clarification; it sounds like that means getting the lawyers to specify.  I
note that the text on the "Disregarded Entity" option says this: "Can have
members that are not ISOC members, although for tax purposes their dues
will be revenue to ISOC and ISOC will need to substantiate their
contributions." which seems to contemplate a form of membership that the
IETF has never had (we have contributions and participants, not dues and
members).

On Wed, Feb 14, 2018 at 8:49 PM, Richard Barnes <[email-masked]> wrote:

> I actually have the opposite suspicion, members != participants.  For
> those not familiar with the terminology, "participants" in the IETF sense
> is basically "whoever joins a mailing list or comes to a meeting", or

While I certainly can read the memo this way, that seems to me to mean that
"Can have members that are not ISOC members" is not actually a property we
care about, for the reasons Alissa pointed to in the minutes.  The
structures the hums support are those under the ISOC umbrella. I would
expect us, should we choose this option (or the other options where this is
feasible) to disallow members other than ISOC.  While ISOC's ability to
appoint the majority of the board would always let us avoid capture by a
different entity, there seems no good reason at hand to have other members
and a good bit of risk that it could slowly change the IETF into a
membership organization.

Just my own point of view, of course.

> appoint the board; they couldn't, say, direct specific contracting or
I was honestly, expecting the pros and cons for these different structures
to be laid out a bit more in terms of the IETF's situation, so I may well
be missing something.  From my reading, though,  I see no advantage to
option (III); it seems mostly just to put ISOC into the role of validating
the contributions.  If there were specific advantages of that one that were
obvious to the design team, I'd appreciate your thoughts.

thanks,

Ted

> [3] https://www.legalzoom.com/knowledge/nonprofit/topic/non-
> profit-membership
>

---

From: Michael Richardson <[email-masked]>
Date: Thu, 15 Feb 2018 15:48:29 -0500

> progress since Singapore.

Thank you!

    > 3. Weak independence: an LLC that is a "disregarded entity"; and,

Having read the document, this seems like the clear win to me.

--
Michael Richardson <[email-masked]>, Sandelman Software Works
 -= IPv6 IoT consulting =-

---

From: Michael Richardson <[email-masked]>
Date: Thu, 15 Feb 2018 15:59:39 -0500

Brian Carpenter <[email-masked]> wrote:
    >> The nature of the options present in the memo has nothing to do with
    >> the nationalities of the people on the design team. It has to do with
    >> the fact that ISOC is a 501(c)3 not-for-profit organization incorporated
    >> in the US, and that the preferences expressed in the hums in Singapore
    >> were for options that maintain the IETF’s administrative activity under
    >> ISOC’s umbrella [1].

    > Indeed, that's why I pointed out that ISOC has at least one overseas
    > office. The US might be the most obvious option but that doesn't mean
    > it's the best.

My instinct is that setting up a non-US entity would be no easier starting
From scratch then starting from ISOC's 501(c)3 status.
(I come to this trying to setup Cdn branches of various US based non-profits,
and observing the fate of a few that failed.  I've also been on the board of
6 Ottawa based non-profits over the past 20 years, and done all the paperwork
for a few of them)

Or to put it another way: if having a non-US ISOC/IAOC equivalent entity is
worthwhile doing, then it's worthwhile doing even if we *are* going to create
some new (I),(II) or (III) structure inside the US.

I'm claiming the cost is probably the same regardless of what we do today.

I think that if we were going to do such a thing, that the first question
we/ISOC/DT should ask is to those contributing money:  are there other
jurisdictions where you'd like to contribute to ISOC?
(/me Eyes cash in Google and Apple's Dublin banks...)

---

From: Brad Biddle <[email-masked]>
Date: Fri, 16 Feb 2018 05:18:23 -0800

First, for those who don't know me: I'm the new general counsel for IETF,
stepping into Jorge's role. I'm not engaged on this matter, however (Morgan
Lewis is providing legal advice), but I thought I'd respond to one specific
point that Ted raised:

>From my reading, though,  I see no advantage to option (III); it seems
> mostly just to put ISOC into the role of validating the contributions.  If
> there were specific advantages of that one that were obvious to the design
> team, I'd appreciate your thoughts.

Not to speak for the design team (which I am not on), but FWIW I think
there is a strong case for Option 3 (the single-member LLC option). The
article linked at [1] below does a nice job of explaining some of the
general pros and cons of this framework. As applied to IETF, I think the
key advantages would be that (a) it would accomplish the goal of giving the
IETF independent legal existence, enabling independent contracting, bank
accounts, etc., (b) the existing IETF governance structures could simply be
imported wholesale into the LLC Operating Agreement (as and if desired), so
the transition could be essentially invisible to IETF participants, and (c)
IETF could avoid the significant costs and risks associated with pursuing
and maintaining its own independent 501(c)(3) status. Also, while Joe's
original email characterized this option as providing IETF with less
independence than Option 2 (the Type 1 supporting org option), I don't
think this is accurate: i.e., for both Option 2 and Option 3 ISOC would
have to retain some formal control (to protect their own non-profit status
and otherwise comply with applicable law), but I think both options could
be structured to protect IETF's independence as a practical matter, and I
don't think Option 2 is necessarily better than Option 3 on this front.
Note the descriptions of operational independence in [1] -- it's flagged as
a potential bug from the perspective of the parent org, but perhaps IETF
would see this as a feature.

Also, FYI, there are a couple of good examples of the single member LLC
model being used in the standards and open source context:

1. The Joint Development Foundation [2] creates independent single member
LLCs for each separate project; the project participants then manage the
projects independently under the LLC's operating agreement. (Disclosure:
I'm on the JDF Board and helped design this legal structure.)

2. The Linux Foundation just adopted this same legal structure in
connection with their recently-announced Linux Foundation Networking Fund.
See [2].

Happy to discuss further, but FYI I'm traveling today and may not be
immediately responsive.

--Brad

[1] https://www.adlercolvin.com/wp-content/uploads/2017/
12/Using-LLCs-in-Fiscal-Sponsorship-Update-on-Model-L-00647565xA3536.pdf
[2] http://www.jointdevelopment.org/
[3] https://www.linuxfoundation.org/projects/networking/governance/

On Wed, Feb 14, 2018 at 9:35 PM, Ted Hardie <[email-masked]> wrote:

> While I certainly can read the memo this way, that seems to me to mean
> that "Can have members that are not ISOC members" is not actually a
> property we care about, for the reasons Alissa pointed to in the minutes.
> The structures the hums support are those under the ISOC umbrella. I would
>> Note, however, that even if ISOC retains ultimate legal control, there
>> are still differences among options (II), (III), and (IV) (using the memo's
>> [3] https://www.legalzoom.com/knowledge/nonprofit/topic/non-prof
>> it-membership
>>
>>> I'm not sure, we should clarify. I believe the type 1 SO here is the
>>> same as that for PIR, so I suspect it's what we would call participants.
>>>

-- 
Brad Biddle | [email-masked] | +1.503.502.1259 <(503)%20502-1259> (mobile)
| http://biddle.law

---

From: Alissa Cooper <[email-masked]>
Date: Fri, 16 Feb 2018 05:59:47 -0800

> On Feb 15, 2018, at 12:48 PM, Michael Richardson <[email-masked]> wrote:
> 
> 

Could you say a few words as to why?

Thanks,
Alissa

---

From: Richard Barnes <[email-masked]>
Date: Fri, 16 Feb 2018 10:41:25 -0500

On Fri, Feb 16, 2018 at 8:18 AM, Brad Biddle <[email-masked]> wrote:

> imported wholesale into the LLC Operating Agreement
>

To explore this point a little...

Are you saying that the degree of the ISOC's control in Option III is
basically whatever they agree to in the operating agreement?  For example,
the operating agreement could specify that the board of the LLC is selected
by the IETF's process (cf. [1]), in which case ISOC would retain the right
to control the board in extremis (by revoking/reissuing the operating
agreement), but need not be involved in actual appointments under normal
operation.  Does that sound like something that would work here?

By contrast, it looks to me like in Option II, the relevant code [2]
requires that ISOC has to actually appoint a majority of the board, even if
that appointment is formal, based on the IETF's selections.

--Richard

[1] "A total of four (4) Trustees shall be appointed by the Internet
Engineering Task Force following a process of their own choice"
https://www.internetsociety.org/about-internet-society/governance-policies/by-laws/
[2] https://www.law.cornell.edu/cfr/text/26/1.509%28a%29-4

> (as and if desired), so the transition could be essentially invisible to
> IETF participants, and (c) IETF could avoid the significant costs and risks
> associated with pursuing and maintaining its own independent 501(c)(3)
> status. Also, while Joe's original email characterized this option as
> providing IETF with less independence than Option 2 (the Type 1 supporting
> org option), I don't think this is accurate: i.e., for both Option 2 and
> Option 3 ISOC would have to retain some formal control (to protect their
> own non-profit status and otherwise comply with applicable law), but I
> think both options could be structured to protect IETF's independence as a
> practical matter, and I don't think Option 2 is necessarily better than
> Option 3 on this front. Note the descriptions of operational independence
> in [1] -- it's flagged as a potential bug from the perspective of the
> parent org, but perhaps IETF would see this as a feature.
>
> [1] https://www.adlercolvin.com/wp-content/uploads/2017/12/
> Using-LLCs-in-Fiscal-Sponsorship-Update-on-Model-L-00647565xA3536.pdf
>> I was honestly, expecting the pros and cons for these different
>> structures to be laid out a bit more in terms of the IETF's situation, so I
>> may well be missing something.  From my reading, though,  I see no
>> advantage to option (III); it seems mostly just to put ISOC into the role
>> of validating the contributions.  If there were specific advantages of that
>> one that were obvious to the design team, I'd appreciate your thoughts.
>>
>> thanks,
>>
>> Ted
>>
>>
>>> --Richard
>>>
>>>>> Thanks for forwarding this.  I do have one clarifying question.  In
>>>>> the section on the Type 1 supporting organization, it says "Can have
>>>>> members that are not ISOC members." but also says "ISOC must serve as the
>>>>> sole member of the corporation with the right to appoint at least a
> Brad Biddle | [email-masked] | +1.503.502.1259 <(503)%20502-1259>
> (mobile) | http://biddle.law
>

---

From: Ted Hardie <[email-masked]>
Date: Fri, 16 Feb 2018 08:47:00 -0800

Howdy,

First, thanks for the article; it was a useful piece of background, the
pointers on liability were particularly useful.

Second, my reading is that we are currently under what they term "Model A",
as an organized activity of ISOC and are considering both supporting
organization status (parallel to PIR) and what they term "Model L".  One
key difference between the two seems to be whether donations to the
supporting organization are seen as independent from donations to the
sponsor (here, the Internet Society).  If I read the memo and this
background material correctly, donations to the disregarded entity are seen
as donations to the sponsoring organization and the sponsoring organization
acknowledges them.  That concerns me, because one of the initial drivers
for this work was a feeling that confusion between IETF sponsorship and
ISOC program sponsorship was a pain point for the global sponsors, who have
different pots of money for work on technical standards and for the other
work of ISOC.  Am I correct in understanding that any money donated to the
LLC will be, for tax purposes, a donation to ISOC?

>From a governance perspective, I also see a difference between appointing a
board and having  the ISOC board retain the right to replace the LLC
management at any time for any reason, which appears to be a feature of
Model.  While the operating agreements may establish a very firm ground
rules here, it's my understanding that this right is a fundamental feature
of the relationship and can't really be waived by agreement.  Is that
correct?

Thanks for thoughts on this,

Ted

---

From: Brad Biddle <[email-masked]>
Date: Fri, 16 Feb 2018 08:51:13 -0800

> operation.  Does that sound like something that would work here?

Short answer: yes.

I could add some nuance/color commentary later, but you've got the core
idea here.

--Brad

On Fri, Feb 16, 2018 at 7:41 AM, Richard Barnes <[email-masked]> wrote:

>> [1] https://www.adlercolvin.com/wp-content/uploads/2017/12/U
>> sing-LLCs-in-Fiscal-Sponsorship-Update-on-Model-L-00647565xA3536.pdf
>>>>>> majority of the directors."  ISOC is the sole member of PIR, and I
>>>>>> had made the assumption that it would be the sole member of a new Type 1

-- 
Brad Biddle | [email-masked] | +1.503.502.1259 (mobile) | http://biddle.law

---

From: Michael Richardson <[email-masked]>
Date: Fri, 16 Feb 2018 12:00:11 -0500

Brad Biddle <[email-masked]> wrote:
    > general pros and cons of this framework. As applied to IETF, I think
    > the key advantages would be that (a) it would accomplish the goal of
    > giving the IETF independent legal existence, enabling independent
    > contracting, bank accounts, etc., (b) the existing IETF governance
    > structures could simply be imported wholesale into the LLC Operating
    > Agreement (as and if desired), so the transition could be essentially
    > invisible to IETF participants, and (c) IETF could avoid the
    > significant costs and risks associated with pursuing and maintaining
    > its own independent 501(c)(3) status. Also, while Joe's original email
    > characterized this option as providing IETF with less independence than
    > Option 2 (the Type 1 supporting org option), I don't think this is
    > accurate: i.e., for both Option 2 and Option 3 ISOC would have to
    > retain some formal control (to protect their own non-profit status and
    > otherwise comply with applicable law), but I think both options could
    > be structured to protect IETF's independence as a practical matter, and
    > I don't think Option 2 is necessarily better than Option 3 on this
    > front. Note the descriptions of operational independence in [1] -- it's
    > flagged as a potential bug from the perspective of the parent org, but
    > perhaps IETF would see this as a feature.

This is what I also concluded from reading the analysis document, and why, if
we are going to change from status quo (option IV), that (III) is the best choice to me.

    > connection with their recently-announced Linux Foundation Networking
    > Fund. See [2].

Interesting to know, and hard to see this from afar....

---

From: Michael Richardson <[email-masked]>
Date: Fri, 16 Feb 2018 12:09:31 -0500

> Could you say a few words as to why?

I didn't say only a few words, because I felt I would just be copy and
pasting the document.  But let me try:

1. I think that we want our own bank account.
   Only Option IV, status quo, doesn't legally give us that.
   As I understand the transition to having AMS do the book-keeping, that
   a new bank account was created.  But, it's still ISOC's account.
   So sponsors can write "IETF" on their checque rather than "ISOC"

2. Options I and II come with additional administrative/tax-filing burden,
   and not really any clear advantage.  So basically costs.
   While we can mess with the rules sufficiently to allow IETF process to
   populate the board, it's essentially because ISOC wants us to do that.  I
   have no qualms about's ISOC's good will, but it seems that some people do.

   Options III would have ISOC, as the controlling entity, write into the
   bylaws that it follows the IETF process, and only if we outright mutiny,
   do they have to step in.

3. I think that under Option III, that we would very CLEARLY be able to sign
   our own contracts.  Be they Executive Director, Secretariat, RFC-editor,
   or tools development.  I don't know that the community thinks this is
   high priority, but I think that it does matter.
   I guess that would include Hotel contracts too!

---

From: Richard Barnes <[email-masked]>
Date: Fri, 16 Feb 2018 13:10:01 -0500

On Fri, Feb 16, 2018 at 11:47 AM, Ted Hardie <[email-masked]> wrote:

> Second, my reading is that we are currently under what they term "Model
> A", as an organized activity of ISOC and are considering both supporting

That matches my understanding, i.e., that for tax purposes, the difference
between ISOC and the disregarded entity is disregarded; everything looks
like ISOC.

However, the "for tax purposes" part is important.  For all other purposes,
they are separate entities with a limited relationship encoded in the
bylaws / operating agreement.  It's just that these separate accounts "roll
up" into the same tax statements.

IIUC, the confusion around sponsorship was largely, "Is this sponsorship
going to support the IETF or ISOC more broadly?"  Either Option II or III
answers that question, since you pay the entity you want to pay; it's only
the IRS that disregards the difference.

--Richard

> From a governance perspective, I also see a difference between appointing
> a board and having  the ISOC board retain the right to replace the LLC

---

From: Ted Hardie <[email-masked]>
Date: Fri, 16 Feb 2018 10:30:30 -0800

On Fri, Feb 16, 2018 at 10:10 AM, Richard Barnes <[email-masked]> wrote:

> However, the "for tax purposes" part is important.  For all other
> purposes, they are separate entities with a limited relationship encoded in
> the bylaws / operating agreement.  It's just that these separate accounts
> "roll up" into the same tax statements.
>
>
The issue, though, is which bit will get interpreted by the donors.  It's
always been easy to tell the difference between an IETF meeting and an ISOC
effort to build an IX or provide policy advice, but writing the checks for
the former to the Internet Society has created confusion in the back
offices of global sponsors.  If this structure still has those checks
acknowledged by the Internet Society, is the presence of an LLC solving
this problem?

> the IRS that disregards the difference.
Speaking personally, Option II looks more likely to me to avoid this
confusion.

Ted

>>> First, for those who don't know me: I'm the new general counsel for
>>> IETF, stepping into Jorge's role. I'm not engaged on this matter, however
>>> (Morgan Lewis is providing legal advice), but I thought I'd respond to one
>>> specific point that Ted raised:
>>>
>>> 1. The Joint Development Foundation [2] creates independent single
>>> member LLCs for each separate project; the project participants then manage
>>> the projects independently under the LLC's operating agreement.
>>> (Disclosure: I'm on the JDF Board and helped design this legal structure.)
>>>
>>>>> By contrast, given that this memo was written by lawyers, I expect
>>>>> that they meant "members" in the legal sense, who are the parties that
>>>>> legally control the entity (e.g., the shareholders in a for-profit
>>>>> corporation) [2][3].  So saying that "ISOC must be the sole member" just
>>>>> means that ISOC legally retains control of the entity, as one would expect
>>>>> with a subsidiary entity.  That control is manifested, for example, in
>>>>> their right to replace all or a majority of the board.
>>>>>
>>>>

---

From: Richard Barnes <[email-masked]>
Date: Fri, 16 Feb 2018 13:35:17 -0500

On Fri, Feb 16, 2018 at 1:30 PM, Ted Hardie <[email-masked]> wrote:

>> That matches my understanding, i.e., that for tax purposes, the
>> difference between ISOC and the disregarded entity is disregarded;
>> everything looks like ISOC.
>>

IIUC, people who want to donate directly to IETF would write a check to
IETFAdminOrg (or whatever we call the subsidiary) -- that's the entity that
owns the account where the check is going to get deposited.  ISOC would
just have to do some verification on the back end to make sure that those
contributions are compatible with its tax position.

--Richard

>>> From a governance perspective, I also see a difference between
>>> appointing a board and having  the ISOC board retain the right to replace
>>> the LLC management at any time for any reason, which appears to be a
>>> feature of Model.  While the operating agreements may establish a very firm
>>> ground rules here, it's my understanding that this right is a fundamental
>>> feature of the relationship and can't really be waived by agreement.  Is
>>> that correct?
>>>
>>>>>> Note, however, that even if ISOC retains ultimate legal control,
>>>>>> there are still differences among options (II), (III), and (IV) (using the
>>>>>> memo's numbering).  In options (II) and (III), ISOC's control is attenuated

---

From: Andrew Sullivan <[email-masked]>
Date: Fri, 16 Feb 2018 13:47:23 -0500

On Fri, Feb 16, 2018 at 01:35:17PM -0500, Richard Barnes wrote:
> owns the account where the check is going to get deposited.  ISOC would just
> have to do some verification on the back end to make sure that those

They'd also issue the tax receipt, right?  That is, IETFAdminOrg
wouldn't be able to issue such receipts, so from the accountant's
point of view the donation or sponsorship will have to ISOC, maybe?

A

-- 
Andrew Sullivan
[email-masked]

---

From: Brian Carpenter <[email-masked]>
Date: Sat, 17 Feb 2018 07:50:40 +1300

On 17/02/2018 06:09, Michael Richardson wrote:
...
> 1. I think that we want our own bank account.

I have seen no consenus call to that effect. Personally, I think
that we have no need of a bank account. It appears that we are in
need of a primer for potential sponsors explaining how moneys sent
to ISOC are applied to IETF needs.
...

>    high priority, but I think that it does matter.

Why? When did the IETF ever suffer as a result of its contracts being
signed by ISOC?

Regards
   Brian Carpenter

---

From: Brian Carpenter <[email-masked]>
Date: Sat, 17 Feb 2018 07:55:02 +1300

On 17/02/2018 07:35, Richard Barnes wrote:
...
> contributions are compatible with its tax position.

So how is this any different from ISOC today opening a new bank account
named for the IETF?

Regards
   Brian Carpenter

---

From: Eric Rescorla <[email-masked]>
Date: Fri, 16 Feb 2018 10:54:58 -0800

> Why? When did the IETF ever suffer as a result of its contracts being

See, for instance:
https://tools.ietf.org/html/draft-haberman-iasa20dt-recs-01#section-3.1.3

"

 For example, due to IETF's lack of legal status, contractual
   agreements must be signed by ISOC on behalf of the IETF.  There are
   occasions when a decision that is right for the IETF and desired by
   IETF leadership cannot be executed due to constraints posed by what
   ISOC can and cannot agree to itself.  For example, when IETF sought
   to acquire a recent piece of software for business purposes, ISOC
   would initially not agree to entering into an agreement with the
   software provider.  Ideally, IETF could make decisions free from
   operational and other constraints imposed by its relationship with
   ISOC."

-Ekr

Regards

---

From: Andrew Sullivan <[email-masked]>
Date: Fri, 16 Feb 2018 13:55:51 -0500

Hi,

On Sat, Feb 17, 2018 at 07:50:40AM +1300, Brian Carpenter wrote:
> I have seen no consenus call to that effect.

The IETF already has its own bank account, so I think you'd need a
consensus call to undo that.  
 
> Why? When did the IETF ever suffer as a result of its contracts being

I believe some people have made the point about this repeatedly: it's
not the contracts as such, but the consequences of that contracting
relationshop, that is the problem.

Best regards,

A

-- 
Andrew Sullivan
[email-masked]

---

From: Brian Carpenter <[email-masked]>
Date: Sat, 17 Feb 2018 08:02:21 +1300

>    operational and other constraints imposed by its relationship with

OK. So we'd trade off that very occasional sort of hassle against a new
Board to staff, a new Advisory Council to staff, and all the overheads
of running a separate accounting, auditing and tax return setup.

    Brian

---

From: Brian Carpenter <[email-masked]>
Date: Sat, 17 Feb 2018 08:07:46 +1300

> consensus call to undo that.  

Actually, I thought I remembered hearing that. So good, that's one
problem that's already been solved the easy way.

> relationshop, that is the problem.

But the only concrete example I've seen is the minor hassle that ekr
just mentioned. I'm still just not getting what is the major hassle
that justifies the daunting overhead of a separate legal entity.

(That doesn't diminish the other very real problems that IASA 2.0
needs to solve.)

    Brian

---

From: Michael Richardson <[email-masked]>
Date: Fri, 16 Feb 2018 14:08:18 -0500

Ted Hardie <[email-masked]> wrote:
    > Am I
    > correct in understanding that any money donated to the LLC will be, for
    > tax purposes, a donation to ISOC?

Maybe I can ask the question again in a different way.
(Some of this might be influenced by what happens in Canada, and maybe 501xyz
is different in a way I'm unaware of)

1) is it correct that under option III, the checque would say "IETF", go into
   the "IETF" (LLC) bank account?

2) that charitable receipt would be issues by:
   a) IETF (LLC)
   b) ISOC

For those entities which have different pots of money, the answer to (1)
seems more important than (2).  Ted, is that true, or does the name
on the charitable receipt matter too?

---

From: Michael Richardson <[email-masked]>
Date: Fri, 16 Feb 2018 14:10:51 -0500

> purposes, they are separate entities with a limited relationship
    > encoded in the bylaws / operating agreement. It's just that these
    > separate accounts "roll up" into the same tax statements.

So to add, it's "for tax purposes" .. *OF ISOC AND THE LLC*

    > IIUC, the confusion around sponsorship was largely, "Is this
    > sponsorship going to support the IETF or ISOC more broadly?" Either
    > Option II or III answers that question, since you pay the entity you
    > want to pay; it's only the IRS that disregards the difference.

so for tax purposes of the contributor, are they still distinct entities?

---

From: Andrew Sullivan <[email-masked]>
Date: Fri, 16 Feb 2018 14:23:34 -0500

On Sat, Feb 17, 2018 at 08:07:46AM +1300, Brian Carpenter wrote:
> just mentioned.

If you haven't seen them, then it seems it's because you're not
reading the examples already raised.  But, for instance,

	- because the contracts have to be between ISOC and others, the
	signing authority must be employed by ISOC, not us.

	- because the contracts are let by ISOC, it appears to donors and
	sponsors that money to the IETF is fungible funds given to ISOC.

	- it causes confusion among vendors as to whom they are dealing
	with.

	- the minor hassle could actually lead to a large hassle in a
	future case so far unexperienced.

Having the ability to make decisions independently comes with some
costs. It seems plain you don't think those costs are worth bearing,
but I also think it is unfair for you to dismiss the issues others
have raised as being "minor hassles".  You're not now the one who
faces the community when things don't happen because ISOC's needs and
the IETF's needs are imperfectly aligned.

Best regards,

A
-- 
Andrew Sullivan
[email-masked]

---

From: Brian Carpenter <[email-masked]>
Date: Sat, 17 Feb 2018 10:20:53 +1300

Andrew,

Yes, I have seen these arguments and I understand them. And I'm not
in the least criticising the I* for trying to find a fix. It's the
complexity and cost of the fix that concerns me.

Have we tried the cheap fix, which is a carefully written primer for
potential sponsors? 

Regards
   Brian

---

From: "Leslie Daigle" <[email-masked]>
Date: Fri, 16 Feb 2018 16:56:22 -0500

At the session in Singapore, we reviewed the categories of problems the 
IETF faces today with its administration, and outlined the possible 
paths forward in general detail.

My personal perspective is:  the design team has reviewed the 
requirements and does not see a way to meet both the IETF’s stated 
challenges and ISOC’s admitted desire for the relationship to evolve 
without creating a new organization with some relationship to ISOC.

I think the useful discussion going forward has to focus on one or some 
of:

1/ A better option (separate organization or not) that addresses all the 
issues and considerations brought forward (e.g., in Singapore) at least 
as comprehensively as these proposals do.

2/ Ways in which these options are somehow internally flawed and can 
themselves be improved.

3/ Additional insight into why one of these models is better than the 
others expressed herein.

Saying “I don’t want a new organization”  is informative, but not 
normative, at this point.

Change is going to happen.  It’s going to be complex, and it is going 
to take work.  And it’s going to take onward discussion to make sure 
it gets implemented and continues to function to the needs of the IETF.

Leslie.

-- 

-------------------------------------------------------------------
Leslie Daigle
Principal, ThinkingCat Enterprises
[email-masked]
-------------------------------------------------------------------

---

From: "Leslie Daigle" <[email-masked]>
Date: Fri, 16 Feb 2018 16:57:05 -0500

I think the IAD and IAOC have been doing their job well if this appears 
to IETF participants to be an occasional and minor hassle.

In practical terms, it is neither.

As noted during the last IASA 2.0 session, it’s hard to expose all the 
experienced examples in the detail that you might find compelling, for 
the simple reason that it is (somebody else’s) business and it’s not 
polite.

But, the bottom line, as expressed at the last IASA 2.0 meeting 
(including the support of the ISOC CEO and the ISOC Board Chair), is 
that the current relationship no longer fits — either organization.  
This is a positive sign of growth — for both organizations.

Leslie.

-- 

On 16 Feb 2018, at 14:02, Brian Carpenter wrote:

>>>> 3. I think that under Option III, that we would very CLEARLY be 
>>>> able to
>>> sign

---

From: "Leslie Daigle" <[email-masked]>
Date: Fri, 16 Feb 2018 16:57:13 -0500

Brian,

Short answer is:  yes.

Longer answer:   Repeatedly.  Within ISOC, and as the IETF owning more 
of its own efforts in the sponsorship program.

It’s not an easy relationship to explain to people who just need to 
know enough about us to recognize our value to them, and where to send 
the cheques.  And, as you likely know, this kind of friction is the last 
thing you want in a discussion about organizational support, because as 
soon as eyes glaze over, chequebooks go back into pockets.

Leslie.

--

---

From: Alissa Cooper <[email-masked]>
Date: Fri, 16 Feb 2018 14:12:12 -0800

+1

> On Feb 16, 2018, at 1:57 PM, Leslie Daigle <[email-masked]> wrote:
> 
> I think the IAD and IAOC have been doing their job well if this appears to IETF participants to be an occasional and minor hassle.
> 
> As noted during the last IASA 2.0 session, it’s hard to expose all the experienced examples in the detail that you might find compelling, for the simple reason that it is (somebody else’s) business and it’s not polite.
> 
> But, the bottom line, as expressed at the last IASA 2.0 meeting (including the support of the ISOC CEO and the ISOC Board Chair), is that the current relationship no longer fits — either organization. This is a positive sign of growth — for both organizations.
> 
> Leslie.
> 
> --
> 
> Leslie Daigle
> [email-masked] <mailto:[email-masked]>
> 3. I think that under Option III, that we would very CLEARLY be able to
> 
> sign
> 
> our own contracts. Be they Executive Director, Secretariat,
> 
> RFC-editor,
> 
> https://tools.ietf.org/html/draft-haberman-iasa20dt-recs-01#section-3.1.3 <https://tools.ietf.org/html/draft-haberman-iasa20dt-recs-01#section-3.1.3>
> 
> "
>

---

From: Andrew Sullivan <[email-masked]>
Date: Fri, 16 Feb 2018 17:30:21 -0500

> Have we tried the cheap fix, which is a carefully written primer for

Imagine I am coming to you, asking you to do me a favour, and you say,
"But you are from Sumach St, and I already did the residents of Sumach
St favour."  If my response is, "Here, please read this explanation of
how my residence on Sumach St is not like all the other residences of
Sumach St," then I am asking you to do me _two_ favours.  This way
success does not lie.

Best regards,

A

-- 
Andrew Sullivan
[email-masked]

---

From: Bob Hinden <[email-masked]>
Date: Fri, 16 Feb 2018 15:00:08 -0800

Andrew,

> On Feb 16, 2018, at 2:30 PM, Andrew Sullivan <[email-masked]> wrote:
> 

Seems to me that as long as ISOC provides most of the support for the IETF (and I think that true in each options presented), doesn’t this just morph into "ISOC is paying for the IETF, I gave money to the ISOC, why are you asking me again?".  Unless we are financially independent of ISOC, I don’t think moving to a new entity will really change this.

Bob

---

From: Michael Richardson <[email-masked]>
Date: Fri, 16 Feb 2018 18:24:44 -0500

Andrew Sullivan <[email-masked]> wrote:
    >> On 17/02/2018 06:09, Michael Richardson wrote: ...  > 1. I think that
    >> we want our own bank account.
    >>

    > consensus call to undo that.

My understanding is that ISOC now has a second bank account labelled "IETF".

I don't know if we have an "operating-as" (perhaps an Ontario term) which
allows us to deposit a checque to "IETF".

---

From: Andrew Sullivan <[email-masked]>
Date: Sat, 17 Feb 2018 08:31:27 -0500

> My understanding is that ISOC now has a second bank account labelled "IETF".

Yeah, and if I recall correctly (I haven't checked) there are some
restrictions on it (so it can't just be emptied without notice and so
on).  But …
 
> allows us to deposit a checque to "IETF".

In many places it's "doing business as", but you're right that AFAIK
ISOC did not set that up.  In some sense, it is indeed all ISOC money.

A

-- 
Andrew Sullivan
[email-masked]

---

From: Andrew Sullivan <[email-masked]>
Date: Sat, 17 Feb 2018 08:41:52 -0500

> Seems to me that as long as ISOC provides most of the support for the IETF (and I think that true in each options presented), doesn’t this just morph into "ISOC is paying for the IETF, I gave money…

I don't think that's right.  Your argument depends on the "fungible
funds" stance, which is indeed a current problem.  Even people who
understand how to earmark funds donated to ISOC for the IETF currently
argue that this just allows ISOC to redirect money that _would_ have
gone to the IETF to some other activity.

Now, we have not discussed the practicalities of operating under any
of the new models, but I would anticipate an arrangement in which the
IETFAdminOrg had responsibility for some budget and operating within
it.  This would mean ensuring that the IETF account (rather than the
ISOC general account) was funded appropriately to meet the IETF needs.
Money could flow back and forth across that boundary still, but it
would be a more formal process and would necessitate more obvious
controls.

This would quite likely mean that some of the historical tendency to
figure out what to spend and then figure out how much money we needed
to ask ISOC for would need to change, at least over time.  In my
opinion, that sort of discipline would not be a bad thing.

Best regards,

A

-- 
Andrew Sullivan
[email-masked]

---

From: Brian Carpenter <[email-masked]>
Date: Sun, 18 Feb 2018 08:28:21 +1300

> would be a more formal process and would necessitate more obvious

fwiw, I strongly agree with that. It's clearly a problem today. My
concern is about how much overhead & complexity we get when solving it.

+1
   Brian

---

From: Glenn Deen <[email-masked]>
Date: Sat, 17 Feb 2018 12:42:07 -0800

> On Feb 16, 2018, at 3:00 PM, Bob Hinden <[email-masked]> wrote:

> Seems to me that as long as ISOC provides most of the support for the IETF (and I think that true in each options presented), doesn’t this just morph into "ISOC is paying for the IETF, I gave money…

There are different degrees of independence as represented by the three models.  

While financial independence comes with the real responsibility to live within our budgets and foundational moneys like any mature organization has to, it does permit donors to directly know that what they give to the IETF really grows the IETF budget and not simply offset money ISOC would have otherwise contributed were it not for the donation.

It may actually help us raise funds more easily in some circles.

Glenn Deen

---

From: Bob Hinden <[email-masked]>
Date: Sun, 18 Feb 2018 19:20:40 -0800

Andrew,

> On Feb 17, 2018, at 5:41 AM, Andrew Sullivan <[email-masked]> wrote:
> 

But that doesn’t really happen, it’s more the opposite.  If the IETF goes over the budget it sets for the year, ISOC picks up the difference.  In the current model, the IETF never has a deficit.  For example, in 2016 from iaoc.ietf.org, the budget for the year showed an ISOC contribution of $2.17M vs. the actuals of $2.43M, so ISOC contributed $263K more than the IETF said would be needed.

> would be a more formal process and would necessitate more obvious

Yes, but isn’t that what is supposed to be happening now.  There are budgets and actuals on iaoc.ietf.org since the IASA was created.  It’s worth reading https://iaoc.ietf.org/documents/2016-IETF-Year-End-Commentary.pdf .

I agree is a lot to be done to work out the operational issues with any of the new models.

> opinion, that sort of discipline would not be a bad thing.

I agree, as long as we are willing to deal with the consequences.  In my view, it will require money to be given a lot more consideration that it does in the current model.

Bob

---

From: Bob Hinden <[email-masked]>
Date: Sun, 18 Feb 2018 19:27:38 -0800

Glenn,

> On Feb 17, 2018, at 12:42 PM, Glenn Deen <[email-masked]> wrote:
> 
> 

Yes, but only if ISOC then stops picking up a deficit too.  We can’t have it both ways.  Otherwise the donors will know that if they don’t give, ISOC will pick up the difference.

> It may actually help us raise funds more easily in some circles.

I hope so.  However, I still think this is not the main reason we have trouble funding the IETF.  There are changes in the industry that have reduced the number of possible donors and many of the traditional donor's business is not growing.

Bob

---

From: Andrew Sullivan <[email-masked]>
Date: Mon, 19 Feb 2018 12:25:58 -0500

On Sun, Feb 18, 2018 at 07:20:40PM -0800, Bob Hinden wrote:
> But that doesn’t really happen, it’s more the opposite.  If the IETF
> goes over the budget it sets for the year, ISOC picks up the
> difference.

I know how this works.  But we are talking to _donors_, not people who
are spending all their time looking at the details of our finances.
Simple consideration, if nothing else, ought to make us want to make
thinking about this psychically unburdensome, and right now people
have to think about the funding model and how we relate to ISOC and so
on.  That has been a consistent complaint of various donor people that
several of us have spoken to, and it has also been something that
people who work in sponsoring corporations have raised in the WG.  If
you are claiming all those people are wrong, the burden of proof is on
you.
 
> I agree, as long as we are willing to deal with the consequences.
> In my view, it will require money to be given a lot more
> consideration that it does in the current model.
 
That is possibly true.

On Sun, Feb 18, 2018 at 07:27:38PM -0800, Bob Hinden wrote:
 
> I hope so.  However, I still think this is not the main reason we
> have trouble funding the IETF.

I don't think anyone has argued about what the "main reason" for
trouble funding the IETF is.  I think what people have said is that,
in their efforts in this area, this arrangement is problematic and has
been identified by potential donors as being problematic.  It seems to
me therefore that it is one of the criteria we should use to judge any
new arrangements: will it address this issue?

Best regards,

A

-- 
Andrew Sullivan
[email-masked]

---

From: Gonzalo Camarillo <[email-masked]>
Date: Mon, 26 Feb 2018 14:18:59 +0200

Hi,

thanks for distributing the memo. Do you intend to update the draft with
this information, given that the "ISOC Subsidiary" option in Section
5.1.2 can be implemented in two different ways (Type I Supporting
Organization or an LCC) per the analysis in the memo?

https://tools.ietf.org/html/draft-haberman-iasa20dt-recs-01#section-5.1.2

It would be good to summarize the *material* differences between the two
options above. For example, the analysis talks about the ability of the
IETF to make grants. Are we looking into the IETF taking over some of
the IETF-related grants ISOC currently makes?

Cheers,

Gonzalo

---

From: Gonzalo Camarillo <[email-masked]>
Date: Mon, 26 Feb 2018 15:04:45 +0200

Hi,

>> While financial independence comes with the real responsibility to
>> live within our budgets and foundational moneys like any mature
>> organization has to, it does permit donors to directly know that
>> what they give to the IETF really grows the IETF budget and not
>> simply offset money ISOC would have otherwise contributed were it
>> not for the donation.
> 
> Yes, but only if ISOC then stops picking up a deficit too.  We can’t
> have it both ways.  Otherwise the donors will know that if they don’t
> give, ISOC will pick up the difference.
Yes, this is something we have indeed discussed with several potential
donors. It is a real issue that could be resolved in different ways. If
we want to resolve it, that is...

Cheers,

Gonzalo