Subject: Re: [Iasa20] Redress against IASA members (Re: "self selected" seats

From: "Livingood, Jason" <[email-masked]>
Date: Mon, 7 May 2018 19:23:20 +0000

On 5/7/18, 2:48 PM, "iasa20 on behalf of Stephen Farrell" <[email-masked] on behalf of [email-masked]> wrote:
    The cost with which I'm concerned is the slippery slope
    cost. That's potentially huge, and attracting someone
    who'd not be willing to spend a few grand a year is not
    worth the risk. If we want to argue about attracting
    folks who cannot afford to attend, there are many classes
    of people whose views could benefit the IETF that I'd
    want to attract before wanting to pay an IAOC board member.

[JL] Minor point perhaps, but we’re not talking about the IAOC but rather the IETF Administration LLC board. I know what you meant by 'IAOC board' but I think it's a good exercise to reframe our thinking. __ In any case, we're also not talking about paying them in the form of an annual stipend or salary, but rather the potential of reimbursing direct travel costs to travel to a meeting (which may or may not coincide with an IETF meeting). On that question, which is an interesting one, what about someone serving on the board that is employed by a small non-profit that does not have funds to cover international air travel, or someone from a small company in the developing world with insufficient profits to cover this, or someone who is an independent consultant? These may be folks that would not otherwise travel to an IETF and/or might participate via the remote participation tools we maintain. If we don't do any reimbursement we may be in a situation where we fail to attract such candidates, and instead tend to attract those from larger companies for example. This may or may not be desirable in either scenario - but it is good to consider it now in the WG.

---

From: Stephen Farrell <[email-masked]>
Date: Mon, 7 May 2018 20:37:00 +0100

Hiya,

On 07/05/18 20:23, Livingood, Jason wrote:
> On 5/7/18, 2:48 PM, "iasa20 on behalf of Stephen Farrell"
> <[email-masked] on behalf of [email-masked]>
> wrote: The cost with which I'm concerned is the slippery slope cost.
> That's potentially huge, and attracting someone who'd not be willing
> to spend a few grand a year is not worth the risk. If we want to
> argue about attracting folks who cannot afford to attend, there are
> many classes of people whose views could benefit the IETF that I'd 
> [JL] Minor point perhaps, but we’re not talking about the IAOC but
> rather the IETF Administration LLC board. I know what you meant by
> 'IAOC board' but I think it's a good exercise to reframe our
> thinking. __ 

Sure. When there's a settled name for it, I'll get used to it.
"IETF Administration LLC board" is too long to type:-)

> In any case, we're also not talking about paying them in
> the form of an annual stipend or salary, but rather the potential of
> reimbursing direct travel costs to travel to a meeting (which may or
> may not coincide with an IETF meeting). 

Frankly, I don't see much difference - once the IETF starts
paying office-holders, whether for time or flights, we'd have
crossed a Rubicon. I'd prefer we don't.

There are likely many other office-holders involved in the
IETF who'd have a better argument for being re-imbursed. I
don't think this WG is chartered for that discussion, and nor
do I think we can sensibly discuss re-imbursing IAOC board
folks in isolation. Therefore I think dropping the idea is
our best plan.

> On that question, which is an
> interesting one, what about someone serving on the board that is
> employed by a small non-profit that does not have funds to cover
> international air travel, or someone from a small company in the
> developing world with insufficient profits to cover this, or someone
> who is an independent consultant? These may be folks that would not
> otherwise travel to an IETF and/or might participate via the remote
> participation tools we maintain. If we don't do any reimbursement we
> may be in a situation where we fail to attract such candidates, and
> instead tend to attract those from larger companies for example. This
> may or may not be desirable in either scenario - but it is good to
> consider it now in the WG.

There are many people who cannot afford to attend IETFs. There
are whole classes of people I'd rather see funded to attend the
IETF before I'd spend money to support general IAOC board member
expenses.

And all this is based on speculation that somehow we'd get new
excellent IAOC board members only if we make this (bad) change.
I don't accept that speculation. And even were it correct, I'd
argue against this change.

Cheers,
S.

---

From: Andrew Sullivan <[email-masked]>
Date: Mon, 7 May 2018 22:43:14 -0400

Hi Stephen,

> crossed a Rubicon. I'd prefer we don't.

I think you are conflating things here, and I really don't feel
comfortable with it.

We are not talking about "office-holders in the IETF".  We are talking
about the board members of a corporation.  I don't think we can
realistically expect to operate a corporation without dealing with the
norms in the rest of the world of what a corporation is like.

Nobody that I have seen is talking about a paid directorship.  I think
that would be the top of the slippery slope you're mentioning.

Yet, nobody who accepts a directorship in a corporation -- a
directorship in which they automatically assume a certain kind of
liability and under which they have a fiduciary duty -- expects that
such a liability will come with the additional liability of having to
pay for all the activities.  They (quite correctly, in my view) expect
their expenses to be paid.

This "fiduciary duty" issue means that this "office" is quite
different from literally everything else we have in the IETF so far,
except for the Trust.  And we managed to get away with the Trust
situation only because there was historically so little money at
stake.  The situation will not persist with a corporation in charge of
an annual $7M budget and in control of the necessary income to ensure
that budget can be satisfied.

To make _any_ LLC model work, we are going to have to admit that the
LLC board members really are a different class of participants from
the rest of the IETF.  We in fact, however, already do that.  We're
just not paying attention.  ISOC pays the expenses of its BoT members
for ISOC business.  When they go to IETF meetings _as ISOC BoT
members_, their travel and accommodation is paid.

I do not see any reasonable way around this fact without saying, "I
don't wanna LLC."  That's a legitimate position, but it's not one that
allows for having a board of directors.

Best regards,

A

-- 
Andrew Sullivan
[email-masked]

---

From: Brian E Carpenter <[email-masked]>
Date: Tue, 8 May 2018 15:51:30 +1200

+1. I wasn't particularly supportive of any form of LLC, but if that's
the way we're going, we have to do it right. For the Board to function
as a Board should, which is *radically* different from the IAOC, it
must be constituted and treated as a Board.

Regards
   Brian

---

From: Stephen Farrell <[email-masked]>
Date: Tue, 8 May 2018 09:38:08 +0100

Hiya,

> I think you are conflating things here, and I really don't feel

Yes, I am also uncomfortable. I don't think it's unreasonable
to consider that what might start as minimal expenses could
morph over time, and if money is available, into unreasonable
payment. Haven't we seen that kind of thing happen before? I
hope it's now how the IETF evolves.

> about the board members of a corporation.  

Sorry, they do remain "office-holders in the IETF" - it doesn't
matter what else we call them, they are that. And if they get
$$$, other office-holders will wonder why, and the organisation
may, if $$$ become available, evolve towards paying $$$ to more
office-holders.

> I don't think we can

"Dealing with" can include rejecting. Some of the "norms" as
to how non-profits pay people that I have seen are frankly
(and occasionally literally) scandalous.

> that would be the top of the slippery slope you're mentioning.

Yet there is a thread that refers to an "honorarium" in the
subject line. That's just a posh word for payment.

> their expenses to be paid.

I doubt the "nobody" above is correct. There are ISTM many
cases of non-profits who benefit from directors that do not
accept re-imbursement. (I've not gone looking mind you, so
if someone has useful statistical facts to add, that'd be
good.)

And searching for external funding so one can be an IETF
office-holder is actually entirely normal - academics and
others do it all the time. I have done it numerous times
myself. There's even specific schemes now that exist to
support this kind of thing. (The EU just launched one with
it's first deadline this month that'd I guess encompass
paying exactly these expenses.)

> except for the Trust. 

All IETF offices are different from each other.

> And we managed to get away with the Trust

Why? We will have more paid staff.

> the rest of the IETF.  

Sure, we're all different. That does not mean we need to treat
different subsets of us differently in this respect.

> We in fact, however, already do that.  We're

And ICANN would like to pay our liaison for being on their board,
yet we ask that the selectee not accept that. That'd fall if we
start paying office holders. So yes, there are expenses paid in
some cases where we select people for non-IETF offices.

But, we're not reforming ISOC or ICANN here, we're re-forming IASA
and I hope we do not allow ourselves to go down the overpaid
champagne-quaffing route where the IAOC board are up the front of
the plane with some or all of the IESG and paid-staff in steerage,
(should $$$ become available which may happen in a decade), and all
that for the supposed benefit of having some currently-mythical
"outsiders" who can't otherwise be bothered to contribute to the
work of the IETF but who'll be super-good to have if we just supply
their fine wine and flights. I don't buy it.

> allows for having a board of directors.

Disagree. We could and should stick with the volunteer ethos for
people who are not staff, with or without an LLC.

S.

> Aat

---

From: Eliot Lear <[email-masked]>
Date: Tue, 8 May 2018 12:35:21 +0200

Hi Stephen,

> hope it's now how the IETF evolves.

We've seen abuse with the existing structure, to the point where Ray had
to slap at least one person around.  But it was not sufficient abuse to
warrant making real changes.  *Any* system is ripe for that sort of
abuse.  The question is whether there will be sufficient accountability
back to the community to prevent it.  Let me put this another way: you
cannot possibly imagine all the ways that a board can misbehave, and so
trying to enumerate them is not productive.  Nor is trying to stop
future unnamed abuses by foreclosing what *ma**y* be necessary to get
good people.  Note that I am not saying that this is absolutely needed. 
I just think that the board needs to have a little flexibility in this
regard.  You get your say if the board steps into this without good
reason, but I don't see why now is the right time to have an argument
over this.

[...]
> if someone has useful statistical facts to add, that'd be

Rich directors, sure.  Many in effect donate the money back to the
organization by refusing payment.  In fact some companies require that
this be done.  I think mine is one such if goes beyond expense
reimbursement, and even that gets a little touchy.  But I don't know
that my company would blindly allow someone to serve on this board
precisely because a fiduciary responsibility represents a conflict of
interest by its nature.  It's not like they'd blindly say “no” either,
mind you.  But that makes it all the more important that a board have
some flexibility, depending on how things shape up.

> paying exactly these expenses.)

It's good that you're that good at getting funded.  Not everyone else
is.  And in this case, I seriously wonder whether you could get funding
for this particular role.

[...]

> yet we ask that the selectee not accept that. 

First, Jonne deserves a lot of credit for having brought that to our
attention.  Second, as a point of information, even in that statement,
we separated “reasonable travel expenses” because we did not see that a
conflict of interest could seriously arise in that case.  Conversely at
least some of us saw that not permitting people to get reimbursed for
travel might hamper our ability to find good candidates.
> their fine wine and flights. I don't buy it.

As I wrote above, there has already been plenty of champagne quaffing
(well, really mostly red wine)(*), and I don't recall you complaining at
the time.  This isn't really about that.  This is about accountability. 
Focus on that and you can hang the new board from the yard arm if they
step out of line (and if others agree with your assessment).

Eliot

Below, we were generously hosted by Stephen at TCD (picture courtesy of
Spencer a while ago).

Image may contain: 2 people, indoor

---

From: Andrew Sullivan <[email-masked]>
Date: Tue, 8 May 2018 10:05:15 -0400

Hi

> hope it's now how the IETF evolves.

I also hope it's not how the IETF evolves.  But I am also hoping that
the IETF _can_ evolve, and that we can stand up a corporation on some
sort of reasonable and sustainable basis.  Even condo boards reimburse
reasonable expenses incurred in the course of corporation business.

> Sorry, they do remain "office-holders in the IETF"

No, they are office-holders in a corporation.  The board of the LLC,
if we do this correctly, will not be able to affect the standards
process and will be tightly constrained to a simple oversight-of-staff
role (something that one might imagine would be true of the IAOC if
one merely read BCP 101).

But they _will_ be office holders in that corporation, and that
corporation will need to do business sometimes.  If there is a need
for travel (and I'm not even sure there will be -- maybe the entire
business can be handled online), then the corporation will be on the
hook for the expenses, because it is bad corporate practice to have
your directors paying their expenses out of their own pocket because
of capture problems and  because of the confusion that can arise when
nonprofit board members cover debts of the corporation.  The board
members will have a fiduciary responsibility to the corporation, and
that is a difference with every single other position we have at the
IETF _except_ the Trust, which is itself more than a little weird.

> (and occasionally literally) scandalous.

We cannot have a reasonable conversation about this if people are
going to walk over the distinction between reasonable travel expenses
and director compensation.  I do not believe anyone has seriously
proposed compensating directors for their time.  I also don't believe
anyone has proposed that acceptable travel expenses to be reimbursed
will include first-class travel, champagne buckets, or other such
generosity.  It is true that there have been scandals in some
organizations, but the vast majority of non-profit boards operate in a
reasonable and responsible way.  

> accept re-imbursement.

I have no doubt that there are such non-profits.  What you are arguing
is that this particular non-profit should not only accept such
generosity from its board members, but should require it.  I am
prepared to believe there are boards that work like that, but it seems
pretty dangerous to me.  It more or less guarantees that the fiduciary
responsibility of the members to the corporation is corrupted.

> Why? We will have more paid staff.

I don't follow your argument here.  The Trustees have a fiduciary
responsibility to the Trust, but the assets under the Trust's control
are few and not worth very much money.  If Trustees have to travel on
Trust business, it always turns out ot be IAOC business too, so we
have avoided the question of whether any Trustees ought properly to be
eligible for expenses.  But those conditions will not obtain under the
new corporation, and people who are legally liable in the handling of
the assets of a corporation with more than $5M in income annually are,
I think, reasonably unlikely to want to pay out of their own pockets
for the privilege of undertaking that liability.

> start paying office holders.

Again, you're conflating compensation for time with compensation of
reasonable expenses incurred in the process of undertaking corporation
business.

> the plane with some or all of the IESG and paid-staff in steerage,

I too can fill a suit of clothes with straw, then knock it down.  But
it wouldn't make a good argument if I did it either.

Best regards,

A

-- 
Andrew Sullivan
[email-masked]

---

From: Joseph Lorenzo Hall <[email-masked]>
Date: Tue, 8 May 2018 11:47:37 -0400

I and folks like me would be good examples of folks that maybe good
LLC Board members with particular expertise outside of protocol
development but that would have difficulty paying for retreat travel,
etc. (We've so far been successful in raising money to attend IETFs,
but that is a pretty fickle situation... e.g., much of our IETF work
before me was very hard to fund consistently.)

On Mon, May 7, 2018 at 3:23 PM, Livingood, Jason
<[email-masked]> wrote:
> _______________________________________________
> 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

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From: Suzanne Woolf <[email-masked]>
Date: Tue, 8 May 2018 12:00:20 -0400

Hi,

With apologies for top-posting, a couple of points:

First, it’s a little misleading to argue absolutes here. Rhetoric aside, the fear isn’t that no one will want to fill the IASA20 board seats if they personally, their clients (if self-employed), or their employers have to donate not only time but expenses to a strictly administrative role. At the same time, I don’t think it makes sense to argue the equally absolute position that compensation from a limited budget for appropriate direct expenses will corrupt even the most sterling volunteer and so must be totally avoided. The problem is that we’re making it more difficult than it has to be if we insist on 100% donated expenses in addition to donated labor— requiring more effort from us to recruit people to do the function we care about, raising the barrier to participation for those who are qualified, and increasing the risk that we won’t get what we want. 

Second, this is not a new problem, and there’s plenty of available legal and financial guidance on good governance for topics like appropriate expense policies and budget controls. We’re not the first group trying to set up a nonprofit that wants the money to go as much as possible to the cause that the board is being asked to serve, but also doesn’t want to impose unnecessary burdens on volunteers. A number of people in this discussion are speaking from experience, but a few minutes with Google also reveals plenty of references on both legal and financial requirements and accepted “best practices” for corporate boards. I understand the new IETF legal counsel has relevant experience of how other groups have solved similar problems as well. A US nonprofit is a particular beast, with plenty of governing law and experience that boards can refer to in setting their own policies.

Finally, I suggest that the incentives to serve in more technology-oriented IETF leadership roles are different than we’ll be able to offer for this one. So “the IESG serves entirely at their own expense, board members for IASA20 LLC should also” doesn’t seem compelling to me. 

(FWIW, I’ve been appointed to the board of PIR, which is the source of a chunk of revenue to ISOC, but I’m speaking here from past experience of multiple US nonprofit boards.)

Suzanne

> On May 8, 2018, at 4:38 AM, Stephen Farrell <[email-masked]> wrote:
> 
> 
> Hiya,
> 
> <0x5AB2FAF17B172BEA.asc>_______________________________________________
> iasa20 mailing list
> [email-masked]

---

From: Ted Hardie <[email-masked]>
Date: Tue, 8 May 2018 09:46:04 -0700

On Mon, May 7, 2018 at 7:43 PM, Andrew Sullivan <[email-masked]>
wrote:

> We in fact, however, already do that.  We'rejust not paying at tention.
> ISOC pays the expenses of its BoT members for ISOC business.  When they go
> to IETF meetings _as ISOC BoTmembers_, their travel and accommodation is
> paid.
>

If I may gently correct you, this is not quite the case.  The Internet
Society will offer reimbursement when the Trustee requests it, but it is
not required that they request it.  Many Trustees do not request
reimbursement for their travel to Board meetings or related events.

This was also not always the practice.  The issue came up during my tenure
on the board (2007-2010) and the board of the time agreed that some travel
was a hardship for Trustees who were without sponsorship for their travel
(primarily those appointed by chapters, and primarily those from the global
south).  As a matter of equity, it was agreed that travel expenses could be
paid to avoid that hardship.

The Internet Society is a mission-based organization and many of its
members make significant personal donations of time, effort, and money to
support it.  While the organization does not always rely on that (for
example, it does not do so for the PIR board, which is compensated), we
should not disregard the sacrifices that these often entail.

Ted

---

From: Andrew Sullivan <[email-masked]>
Date: Tue, 8 May 2018 13:51:33 -0400

On Tue, May 08, 2018 at 09:46:04AM -0700, Ted Hardie wrote:
>  The Internet Society
> will offer reimbursement when the Trustee requests it, but it is not required
> that they request it.

Yes, sorry that I wasn't clear about this point.  

> we should not disregard the
> sacrifices that these often entail.

That was not my intention, and I apologise that it apparently came
across that way.

Best regards,

A

-- 
Andrew Sullivan
[email-masked]

---

From: "John Levine" <[email-masked]>
Date: 8 May 2018 22:13:43 -0400

In article <[email-masked]> you write:
>  ISOC pays the expenses of its BoT members

I'm the ISOC board appointee to the IAOC.  When ISOC colocates a board
meeting with an IETF meeting they only reimburse the ISOC part, and
other than that I'm on my own, which is why I can tell you about a lot
of more or less satisfactory Airbnb's.

I've paid my own way to the last two IAOC retreats only because they
were within driving distance of my house.

R's,
John

PS: The Airbnb I found in London made me long for the plumbing in the Metropole.