Subject: [Iasa20] Very rough notes of iasa meeting on 20 March @ ietf101

From: Corinne Cath <[email-masked]>
Date: Wed, 21 Mar 2018 10:28:23 +0000

hi,

Please find below the notes I took during the iasa meeting. As a relative
outsider to this context, I opted for a somewhat verbose descriptive
approach. Apologies to anyone who feels misrepresented by my notes.

Best,

Corinne

*IASA discussion 20/03*

Design team: legal options presented by Joe.

How did we get here:

-       IETF chairs began updating to explore IASA in February 2017

-       design team recruited

-       after Singapore: types of organizational structures that were
possible (barring complete independence).

o   Memorandum from ISOC tax lawyers

o   Strawman of an IASA 2.0

*Today:*

Need to think about what we want.

Design Team (DT) recommends option 3: disregarded LLC.

Four types: [slide 3]

1. independent

2. Type I-support

3. Disregarded LLC

4. Activity of ISOC

ISOC influence is crucial to hash out.

DT likes option 3 because:

Control over the board, without a lot of overhead.

*Proposed strawman:*

“you asked for more cowbell, you get more cowbell”

*On transparency:* new language, to make things more transparent, and
create a public list of confidential items. Default transparency.

MIC line questions:

1. Default transparency is awesome. Hotel contracts, there is a dollar cost
associated with disclosing the contracts. Weakens the negotiation position.
IEEE is existence proof of this.

*On the board size, composition, compensation: *Need to decide on legal
status first, DT understand that.

-       Size: 5 (too small), maybe 7 (but where do we add these),
self-selected by the other members?

-       Size 9: more about providing context than “Ted’s heart’s desire”.

*MIC line questions:*

2. We need to know what the structure is before we can agree on the board
size. I disagree slightly with the DT approach. In the disregarded LLC, the
ISOC can form the whole board, from my reading. It is important to be clear
about that if it turns out we are dealing with the type 1 org versus the
disregarded LCC we have different balancing to do. And that’s where my
thinking was in picking those numbers. This is not a stake in the ground,
but it is because of the type 1 entity that is my preference for other
reasons. We have gotten to a place where having a decision about what the
entity is, informs the details in some very basic ways.

3. Board size: go for psychology and nothing else. Larger boards try to do
more. So, keep the size down if you can, I like the 5-member board. “They
can fit in one car”. It lessens the dangers of the board doing the job,
instead of overseeing the job. In terms of them getting sick, and quorum,
that is a matter for the lawyers.

4. “7 is the number that you are looking for”. Has some thoughts on TH
proposal and is in favor of board self-selection. It’s the same people we
already appoint. But there are deficits in terms of business experience. It
is important to get people that have corporate board experience. Maybe
there are other mechanisms instead of self-selection. Nom-com could do it.

5. Smaller rather than bigger, and not just engineers.

6. It is about the difference between the type 1 and the LLC. I think TH
quickly said, with the type 1 org, ISOC retains the ability to appoint
directors. What can go into the various operational agreements, does make a
difference in the two cases. In the case of the LLC, you can set up an
operational agreement with ISOC such that they have a kill-switch, but
under the normal operating procedure, you can delegate the authority to the
IETF. Which you can’t do in the type 1 case.

7. Board size needs to be a consequence of what we want the board to do for
us. It’s not just about the legal structure. But that can be made workable.
What about staff capture, you need strong responsiveness to the community
built-in.

8. Important to understand what a board is versus a management committee. I
want to avoid the case of ICANN. I would be happy with the first line with
TH’s board. People who are an oversight board and can resist capture.
ISOC’s nominal control is negligent, if the relationship would go sour then
there are other things to worry about.

9. Split from an oversight board, in the IAOC there have been two sides:
1.) where the community wants to go and 2.) the oversight of the money.
Must make sure that those two are in line. Oversight board planning needs
to be in line with what the community wants. Board size: 5,7, whatever, 9
might be too big. Maybe we can try self-selection and see if that works.
Bigger question: is the ED supposed to be part of the board or not? That
changes the relationship with that person. If they are on the board, they
are part of it. If not, they are working for the board, and not part of the
decision making/strategy. Not sure which one is better, or which one we
want. But something to think about. Compensation: I would not compensate
the board members. [balcony audience claps**].

10. Who would be able to find the right people for the board? You do not
have to be nomcom eligible to be chosen by it. They can choose people
outside of the organization. Maybe we need language that encourages the
nomcom to look for outside advice?

11. The nomcom process has a danger: if they turn bad, and they pick the
wrong person. Keep the board small.

12. Ex officio, just means how you get there. Alissa can vote on the IAOC.
If you want voting or no-voting you need to specify that.

Joe: Advisory council function: IAOC split into a board and a set of other
things.. how do we maintain some of the useful functions of the IAOC?

13. I put this in the document. People were worried this would insulate the
board from feedback. The point was to make it a mechanism for feedback.

14. IAOC chair: current structure has a weird problem, supposed to
represent the community and then gets yelled at when they do it wrong.
Advisory Council (AC) would get that loop much tighter. Trying to reduce
the tendency of the new board to try to do the work. Which is a problem
with the IAOC. So, if you split these things, you have a difference between
the oversight role and the people who represent the community. This split
makes sense.

15. Comfortable with losing the AC, right now for the IAOC that requires
community perspective its only vector to consult the community is through
the IETF chair. Puts lots of pressure on the chair. S,o how can we
facilitate direct communication with the community?

16. Not supportive of having an advisory council. Can’t tell in this model
of staff and board, who makes the decisions? Does the staff decide on a
venue, spending money, hiring? Does the board do that? Where do decisions
get made?

17. The structure is complicated. Fewer committees would be good.

18. Things aren’t that broken, going through this exercise let’s take our
time. On assumptions: I remember when the nomcom was formed, the purpose
was to avoid organizational capture as related to standards making. Maybe
the community can vote people in or out? This makes people responsible to
the community. One thing that I ask, as we form these structure, the actual
term iasa is useful to keep stable. That is in danger of being lost in
draft-hall. That is one stable identifier that should be kept. This is
useful as something to point to.

19. delegating responsibilities to an activity has known problems. The
draft proposes some specific answers around the board tasks (very limited),
the staff has operational responsibility, the question of the advisory
council is open. Happy to have it go away. But there are functions at the
interface of the staff and the community: 1. Gut check (could be done ad
hoc). 2. When they need to engage with the community, how is that going to
be done (example change registration fee categories)? You need some vehicle
for staff to understand how they think the community will respond.
Consultation introduces delay. We need some mechanism for staff being able
to get a sense of the community. Ultimately the decision lays with the
staff. Take the parts of what the IAOC is doing currently, which it
shouldn’t but is still important overall, move this to AC. But people don’t
seem to like it.

20. One member that is ex officio is good. You’re looking for a mechanism,
and instead, you define a set of people. What you put in is very reactive.
You picked mechanisms for consultation, instead of using it as a mechanism
to reach the community. We can lose the AC, but not the consultation. What
is the set of mechanisms we need? They won’t be the same for all of the
different things the staff might need. What you build here is an
organizational expectation that those mechanisms are in place, and that new
one might be needed going forward.

21. AC must go. If the AC tells the ED one thing, and the board tells them
something else what must they do? The answer must be that s/he does what
the board says. Working group mechanisms would be good, allows people to
walk in do the work, and ignore the poor taste in outfits.

22. The right answer is to not specify the mechanism. Or the board/staff
needs to build them. A large part of the goal is for staff to make the
decisions. In order to prevent capture: 1. The expectation of community
engagement, 2. Clear way of providing feedback to board about ED behavior.

23. Over a period of time, IAOC created committees, they would make
recommendations to IAOC. There would always be something where community
input was needed, and then there would be the tussle between who owns the
issue (IAOC chair, or IETF chair). In the new process, I think we hear
this. We should not do away with the committees. The ED decides from where
the input needs to come. ED owns the issue because they own the decision.

*On non-US jurisdiction: *

Joe: ML lawyers argued against it. But what kind of flavors could make it
easier for people to make US donations?

*MIC line questions:*

24. Of the four possible US things, which one of them would be easiest in
terms of creating a non-US organization that is affiliated?

JH: None of these options makes it easier. Tentative hums about legal
structures. Which legal structures should we consider further?

25. is there any rough consensus on the four options, before we start a
working group. Are people ready to pick one of the change-related options,
y/n?

26. The conversation has been useful. But we haven’t really talked about
the reasons why we would go for a different option. I thought we would
approve a charter and picking between the options would be the first thing
on the to-do list. The Type-1 requires our own 501-3c certification, which
is a pain in the ass. But its valuable exercise in several ways for the
relationship to the organization of which it is a supporting org, but also
the relationship to the eventual donors. *When* the checks come in, there
is little difference between option 1 and disregarded LCC but *how many
checks* might make a difference. There are some things we did not explore
today. I will continue to ask people to continue thinking about the other
models, even if we charter today.

27. Either one of these works for ISOC. The IETF has been an activity
inside of ISOC. All of the policies are supposed to be the same, the
liability sits with us, so does the money. What do these things give you: a
legal presence, apart from isoc. Each one of them has pieces that connect
you to isoc. And we like that. We were birthed together. We get real value
from it, and so does the ietf. Once you get into how we do this, that is
where the important issues are. You have to make a decision on the control
issues of the board. If the friction we want to address is who gets to put
together the board, the LLC makes sense. Going through 501-3c exercise is
rigorous and good, but you can also make it clear in the charter. Operating
agreements are key: this will show how the money flows, and what governance
issues remain. Moving ahead, even if it is tentative, in deciding this you
take a big step forward and get momentum for the next pieces.

28. If you take an LLC, and not a 503-1c, is to explain in the title that
it’s non-commercial.

29. [New IETF lawyer with impressive grey beard]: you can make the LLC name
invisible. I am a fan of the LLC model, it really is the best role. There
are some challenges with 501-3c. I get the optics to do it, but the amount
of work is enormous, and there are ongoing compliance issues. Not having to
jump through the hoops and taking advantage of the fact that ISOC does it
would be best. On the flexibility: LLC is a “creature of contract”. There
is a lot of flexibility, we can negotiate with ISOC. Other option locks us
in a more corporate model. There is precedent for fiscal sponsorship via
LLC. This model works for the tech space.

30. I don’t feel I can really choose.

31. What more do you need?

32. Difference between type 1 501.3c and the benefits of the optics. We
need to see with our major funders if those optics matter.

*Hums:*

Do people feel that we should form an ISOC subsidiary (strong hum in favor)

Do we have enough information (hum suggests yes)

*Funders at the MIC:* Don’t seem to be too concerned about this question of
optics.

32. But the people we want to ask, are the people who will give in the
future, who aren’t here right now.

33. Let’s get moving people, considering the pending leadership changes at
ISOC. Would like to put something in the charter, let’s take the hum.

34. ISOC will mostly ask us to not screw up their 501-3c status.

35. Let’s be done.

36. This sort of detail never came up when we discussed funding the IETF.
It was much more high-level. We should take the expert opinion seriously.

37. If people want to move ahead, that’s fine. Make sure you explain
everything really well to the community. Some of the documents are opaque
and dense. How do we define the organization and draw a line around it, how
do we do that? Or not and consider it out of scope.

38. These details do matter. Many of the ISOC relationships would be
difficult to move because they are not given out easily or without
explanation. Let’s not change that. Let’s take a hum.

*Hum 2:*

Type 1 hum: very low.

LLC hum: more pronounced. Rough consensus on LLC.

39. Will the WG work go into an RFC? If we are creating the bylaws in an
LLC that replace IASA functions, then it makes sense to publish them. This
should be up to WG.

40. It is not a work item of the WG, because they don’t define the content.
They should be published as RFC.

41. I see upsides and downsides to doing this. You devalue the IETF process
a little bit by doing this.

42. IETF does not have change control over these documents. Biggest bike
shack rat hole. We shouldn’t write into the charter, that it shouldn’t be
done.

*Way forward: Alissa speaking*

Give it some time for people to bat it around on the list, will get it in
shape for internal review after.

43. What is the timeline?

Alissa: Done by July would be nice.

44. Should DT to anything?

45. Maybe clarify points raised by Eliot.

-- 
Corinne Cath
Ph.D. Candidate, Oxford Internet Institute & Alan Turing Institute

Web: www.oii.ox.ac.uk/people/corinne-cath
Email: [email-masked] & [email-masked]
Twitter: @C_Cath

---

From: Joseph Lorenzo Hall <[email-masked]>
Date: Wed, 21 Mar 2018 06:35:21 -0400

Thank you very much, Corrine!

On Wed, Mar 21, 2018 at 6:28 AM, Corinne Cath <[email-masked]> wrote:
> IASA discussion 20/03
> Today:
> Proposed strawman:
> On transparency: new language, to make things more transparent, and create a
> public list of confidential items. Default transparency.
>
>
>
> MIC line questions:
>
> On the board size, composition, compensation: Need to decide on legal status
> first, DT understand that.
>
> is important to get people that have corporate board experience. Maybe there
> are other mechanisms instead of self-selection. Nom-com could do it.
>
>
>
> difference in the two cases.. In the case of the LLC, you can set up an
> operational agreement with ISOC such that they have a kill-switch, but under
> the normal operating procedure, you can delegate the authority to the IETF.
> Which you can’t do in the type 1 case.
>
>
>
> TH’s board. People who are an oversight board and can resist capture. ISOC’s
> nominal control is negligent, if the relationship would go sour then there
> are other things to worry about.
>
>
>
> 9. Split from an oversight board, in the IAOC there have been two sides: 1.)
> where the community wants to go and 2.) the oversight of the money. Must
> make sure that those two are in line. Oversight board planning needs to be
> in line with what the community wants. Board size: 5,7, whatever, 9 might be
> too big. Maybe we can try self-selection and see if that works. Bigger
> question: is the ED supposed to be part of the board or not? That changes
> the relationship with that person. If they are on the board, they are part
> of it. If not, they are working for the board, and not part of the decision
> making/strategy. Not sure which one is better, or which one we want. But
> something to think about. Compensation: I would not compensate the board
> members. [balcony audience claps**].
>
>
>
> 14. IAOC chair: current structure has a weird problem, supposed to represent
> the community and then gets yelled at when they do it wrong. Advisory
> Council (AC) would get that loop much tighter. Trying to reduce the tendency
> of the new board to try to do the work. Which is a problem with the IAOC.
> So, if you split these things, you have a difference between the oversight
> role and the people who represent the community. This split makes sense.
>
>
>
> time. On assumptions: I remember when the nomcom was formed, the purpose was
> to avoid organizational capture as related to standards making. Maybe the
> community can vote people in or out? This makes people responsible to the
> community. One thing that I ask, as we form these structure, the actual term
> iasa is useful to keep stable. That is in danger of being lost in
> 19. delegating responsibilities to an activity has known problems. The draft
> proposes some specific answers around the board tasks (very limited), the
> staff has operational responsibility, the question of the advisory council
> is open. Happy to have it go away. But there are functions at the interface
> of the staff and the community: 1. Gut check (could be done ad hoc). 2. When
> they need to engage with the community, how is that going to be done
> (example change registration fee categories)? You need some vehicle for
> staff to understand how they think the community will respond. Consultation
> introduces delay. We need some mechanism for staff being able to get a sense
> of the community. Ultimately the decision lays with the staff. Take the
> parts of what the IAOC is doing currently, which it shouldn’t but is still
> important overall, move this to AC. But people don’t seem to like it.
>
>
>
> something else what must they do? The answer must be that s/he does what the
> board says. Working group mechanisms would be good, allows people to walk in
> do the work, and ignore the poor taste in outfits.
>
>
>
> issue (IAOC chair, or IETF chair). In the new process, I think we hear this.
> We should not do away with the committees. The ED decides from where the
> input needs to come. ED owns the issue because they own the decision.
>
>
>
> On non-US jurisdiction:
>
> 26. The conversation has been useful. But we haven’t really talked about the
> reasons why we would go for a different option. I thought we would approve a
> charter and picking between the options would be the first thing on the
> to-do list. The Type-1 requires our own 501-3c certification, which is a
> pain in the ass.. But its valuable exercise in several ways for the
> the relationship to the eventual donors. When the checks come in, there is
> little difference between option 1 and disregarded LCC but how many checks
> might make a difference. There are some things we did not explore today. I
> will continue to ask people to continue thinking about the other models,
> even if we charter today.
>
>
>
> 27. Either one of these works for ISOC. The IETF has been an activity inside
> of ISOC. All of the policies are supposed to be the same, the liability sits
> with us, so does the money. What do these things give you: a legal presence,
> apart from isoc. Each one of them has pieces that connect you to isoc. And
> we like that. We were birthed together. We get real value from it, and so
> does the ietf. Once you get into how we do this, that is where the important
> issues are. You have to make a decision on the control issues of the board.
> If the friction we want to address is who gets to put together the board,
> the LLC makes sense. Going through 501-3c exercise is rigorous and good, but
> you can also make it clear in the charter. Operating agreements are key:
> this will show how the money flows, and what governance issues remain.
> Moving ahead, even if it is tentative, in deciding this you take a big step
> forward and get momentum for the next pieces.
>
>
>
> would be best. On the flexibility: LLC is a “creature of contract”. There is
> a lot of flexibility, we can negotiate with ISOC. Other option locks us in a
> more corporate model. There is precedent for fiscal sponsorship via LLC.
> This model works for the tech space.
>
>
>
> 32. Difference between type 1 501.3c and the benefits of the optics. We need
> to see with our major funders if those optics matter.
>
>
>
> *Hums:*
>
> Funders at the MIC: Don’t seem to be too concerned about this question of
> optics.
>
>
>
> 36. This sort of detail never came up when we discussed funding the IETF. It
> was much more high-level. We should take the expert opinion seriously.
>
> 39. Will the WG work go into an RFC? If we are creating the bylaws in an LLC
> that replace IASA functions, then it makes sense to publish them. This
> should be up to WG.
>
>
>
> Way forward: Alissa speaking
>
> _______________________________________________
> iasa20 mailing list
> [email-masked]
> https://www.ietf.org/mailman/listinfo/iasa20
>

-- 
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

CDT's Annual Dinner, Tech Prom, is March 29, 2018. Don't miss the tech
event of the year!
Reserve a table today.: https://cdt.org/annual-dinner/

---

From: Brian E Carpenter <[email-masked]>
Date: Thu, 22 Mar 2018 10:38:53 +1300

Thanks to Corinne and Michael for the notes. Very helpful to someone
who was unavoidably asleep at the time.

> QUESTION 1:  
>     a) Form an ISOC subsidiary?
>     
>     many hums
>     
>     b) Do not form an ISOC subsidiary?
>  
> 
>      no apparent hums

For clarification: was it clear that this was a choice between fixing the
status quo and creating a new entity?

Count me as a reluctant hum for a). My opinion has shifted in the last 24
hours, because I was disturbed to learn that BCP101 has been disregarded
on possibly the most important single issue: the IAOC being the de facto
employer of the IAD, including setting their compensation. To me, that's
simply not OK.
 
> Do we have enough information (hum suggests yes)

I agree with that too.

...
> QUESTION 3:
>     a) Supporting Type I   (some)
>     b) Disregarded LLC   (lounder --- chair says consensus)

That would be my choice too.

...
> Alissa: Done by July would be nice.

That really seems optimistic. Having a transition plan by July and triggering
it then sounds more realistic to me.

Regards
     Brian

---

From: Alissa Cooper <[email-masked]>
Date: Thu, 22 Mar 2018 08:01:26 +0000

> On Mar 21, 2018, at 9:38 PM, Brian E Carpenter <[email-masked]> wrote:
> 
> ....

Yes, I think it’s true that it would be nice and also true that it’s highly unlikely.

Alissa