Subject: [Iasa20] Reset on board expectations

From: Ted Hardie <[email-masked]>
Date: Wed, 9 May 2018 10:41:46 -0700

Howdy,

I've been feeling a growing unease with the discussion of our expectations
for the LLC board.  As we started to think about the potential need for
specialized experience and outside help, the implications of the role seems
to be growing in the discussion.  I think that runs contrary to one of our
explicit aims when this effort started:  to get the administrative
oversight body out of the details and move it back up a level of oversight.

At the end of this process, this LLC will be a disregarded entity under the
Internet Society.   So the heavy lifting of managing a 501(c)3 status is
off its plate.

It will have a very small staff (e.g. and administrative director and a
fund-raiser).

The staff will manage contracts (for secretariat services, conference
venues, accounting, and so on).

The board should, in most cases, simply make sure that the staff is
managing the contracts well and that the funds coming in and funds going
out square up.  Occasionally, it may need to find new staff or manage other
transitions, *but it's supposed to be high level oversight*, not the source
of expertise in running the org--that's staff and contract work.

Remember also:

This body doesn't manage the IPR (that's the Trust).

This body has nothing to do with the standards work (that's the IESG and
IAB).

It's not in the appeals chain or confirmation chain (that's the ISOC BoT
when it is not the IESG or IAB).

I think we ought to ratchet our expectations of this role back a bit.  It
should not require extraordinary talent or experience; it's a high-level
management committee, nothing more.  The main reason I can see for having
outside folk invited onto the board is, in fact, that their experience may
keep our folks from diving back into the weeds.  And that doesn't really
need people who will require lots of influence or perks with the job; just
folks who know how to stick to their knitting.

I'd really like us to reset our expectations on this back to that
"oversight" goal, or we're going to end up with 7 line managers and one
staff person again, which will end as well as you'd expect.

Just my personal opinion,

Ted

---

From: "Joel M. Halpern" <[email-masked]>
Date: Wed, 9 May 2018 13:50:16 -0400

Ted, I am not sure if I am misreading your note. You seem to suggest 
that all of the things the IAOC and its committees currently do, except 
for staff supervision, will be done by two paid staffers?  One of whom 
in your description is focused on fund raising?
Is the IAOC doing things it does not need to do?
Are these all things that can be contracted?
Is there some other means to perform them that I am missing?

If the manager (committee) of the LLC really has that small a job, that 
does indeed help.  I am having trouble conencting the dots.

Yours,
Joel

On 5/9/18 1:41 PM, Ted Hardie wrote:
> Howdy,
> 
> I've been feeling a growing unease with the discussion of our 
> expectations for the LLC board.  As we started to think about the 
> potential need for specialized experience and outside help, the 
> implications of the role seems to be growing in the discussion.  I think 
> that runs contrary to one of our explicit aims when this effort 
> started:  to get the administrative oversight body out of the details 
> and move it back up a level of oversight.
> 
> At the end of this process, this LLC will be a disregarded entity under 
> the Internet Society.   So the heavy lifting of managing a 501(c)3 
> status is off its plate.
> 
> out square up.  Occasionally, it may need to find new staff or manage 
> other transitions, *but it's supposed to be high level oversight*, not 
> the source of expertise in running the org--that's staff and contract work.
> 
> Remember also:
> 
> I think we ought to ratchet our expectations of this role back a bit.  
> It should not require extraordinary talent or experience; it's a 
> high-level management committee, nothing more.  The main reason I can 
> see for having outside folk invited onto the board is, in fact, that 
> their experience may keep our folks from diving back into the weeds.  
> And that doesn't really need people who will require lots of influence 
> or perks with the job; just folks who know how to stick to their knitting.
> 
> _______________________________________________
> iasa20 mailing list
> [email-masked]
> https://www.ietf.org/mailman/listinfo/iasa20
>

---

From: Ted Hardie <[email-masked]>
Date: Wed, 9 May 2018 11:07:02 -0700

On Wed, May 9, 2018 at 10:50 AM, Joel M. Halpern <[email-masked]>
wrote:

> Ted, I am not sure if I am misreading your note. You seem to suggest that
> all of the things the IAOC and its committees currently do, except for
> staff supervision, will be done by two paid staffers?  One of whom in your
> description is focused on fund raising?
>

It's worth taking a look at the current IAOC committees,because we have cut
them back:

https://iaoc.ietf.org/committees.html

Finance
Legal
Venue Review

Finance is a fairly typical board committees, and I did include it,
somewhat flippantly,  as "making sure that the funds coming in and funds
going out square up".  The legal committee's most important recent work was
in finding a new counsel after Jorge's retirement, but most of the ongoing
work is done either by the counsel (a contractor) or the counsel and the
administrative director (e.g. the GDPR work).  If the new structure
includes a legal committee, there is no need for it to be populated
entirely by members of the board (this committee isn't, for example), so
having specialized expertise *on the board* to meet these needs isn't
required.  The Venue Review committee is called for by the MTGVENUE work
and it is still getting up to speed, but it is defined as "provides support
to the professional meeting staff to ensure that venues selected for IETF
meetings are tuned to IETF community requirements."  So this is oversight
to provide insight into IETF requirements, not providing deep external
experience in running conferences and planning hotel contracts.  Those are
staff and contract work, according to this model.

The current fund-raiser is also a contractor, managed by the IIAD; in some
descriptions, that role might become a staff role.

> does indeed help.  I am having trouble conencting the dots.
I hope that the additional color above has helped make my point clearer.

regards,

Ted

>> expectations for the LLC board.  As we started to think about the potential
>> need for specialized experience and outside help, the implications of the
>> role seems to be growing in the discussion.  I think that runs contrary to
>> one of our explicit aims when this effort started:  to get the
>> administrative oversight body out of the details and move it back up a
>> level of oversight.
>>
>> the Internet Society.   So the heavy lifting of managing a 501(c)3 status
>> is off its plate.
>>

---

From: "Joel M. Halpern" <[email-masked]>
Date: Wed, 9 May 2018 14:26:24 -0400

Thank you.  That helps a lot.  It appears that the key is that you 
assume the legal committee, if it has a job, and the mtgvenue committee 
will be distinct from the LLC Management Board, and therefore place very 
little laod on the actuall LLC Directors.

That seems quite reasonable.  It probably needs to be spelled out somewhere.

Yorus,
Joel

On 5/9/18 2:07 PM, Ted Hardie wrote:
> On Wed, May 9, 2018 at 10:50 AM, Joel M. Halpern <[email-masked] 
> <mailto:[email-masked]>> wrote:
> 
>     that all of the things the IAOC and its committees currently do,
>     except for staff supervision, will be done by two paid staffers? 
>     One of whom in your description is focused on fund raising?
> 
> 
> It's worth taking a look at the current IAOC committees,because we have 
> cut them back:
> 
> going out square up".  The legal committee's most important recent work 
> was in finding a new counsel after Jorge's retirement, but most of the 
> ongoing work is done either by the counsel (a contractor) or the counsel 
> and the administrative director (e.g. the GDPR work).  If the new 
> structure includes a legal committee, there is no need for it to be 
> populated entirely by members of the board (this committee isn't, for 
> example), so having specialized expertise *on the board* to meet these 
> needs isn't required.  The Venue Review committee is called for by the 
> MTGVENUE work and it is still getting up to speed, but it is defined as 
> "provides support to the professional meeting staff to ensure that 
> venues selected for IETF meetings are tuned to IETF community 
> requirements."  So this is oversight to provide insight into IETF 
> requirements, not providing deep external experience in running 
> conferences and planning hotel contracts.  Those are staff and contract 
> work, according to this model.
> 
> The current fund-raiser is also a contractor, managed by the IIAD; in 
> some descriptions, that role might become a staff role.
> 
>     If the manager (committee) of the LLC really has that small a job,
>     that does indeed help.  I am having trouble conencting the dots.
> 
> 
>         expectations for the LLC board.  As we started to think about
>         the potential need for specialized experience and outside help,
>         the implications of the role seems to be growing in the
>         discussion.  I think that runs contrary to one of our explicit
>         aims when this effort started:  to get the administrative
>         At the end of this process, this LLC will be a disregarded
>         entity under the Internet Society.   So the heavy lifting of
>         managing a 501(c)3 status is off its plate.
> 
>         It will have a very small staff (e.g. and administrative
>         director and a fund-raiser).
> 
>         The staff will manage contracts (for secretariat services,
>         conference venues, accounting, and so on).
> 
>         The board should, in most cases, simply make sure that the staff
>         is managing the contracts well and that the funds coming in and
>         funds going out square up.  Occasionally, it may need to find
>         new staff or manage other transitions, *but it's supposed to be
>         high level oversight*, not the source of expertise in running
>         the org--that's staff and contract work.
> 
>         Remember also:
> 
>         This body has nothing to do with the standards work (that's the
>         IESG and IAB).
> 
>         It's not in the appeals chain or confirmation chain (that's the
>         ISOC BoT when it is not the IESG or IAB).
> 
>         I think we ought to ratchet our expectations of this role back a
>         bit.  It should not require extraordinary talent or experience;
>         it's a high-level management committee, nothing more.  The main
>         reason I can see for having outside folk invited onto the board
>         is, in fact, that their experience may keep our folks from
>         diving back into the weeds.  And that doesn't really need people
>         who will require lots of influence or perks with the job; just
>         I'd really like us to reset our expectations on this back to
>         that "oversight" goal, or we're going to end up with 7 line
>         managers and one staff person again, which will end as well as
>         you'd expect.
> 
>         [email-masked] <mailto:[email-masked]>
>         <https://www.ietf.org/mailman/listinfo/iasa20>
> 
>

---

From: Andrew Sullivan <[email-masked]>
Date: Wed, 9 May 2018 15:21:59 -0400

Hi,

On Wed, May 09, 2018 at 10:41:46AM -0700, Ted Hardie wrote:
> outside folk invited onto the board is, in fact, that their experience may keep
> our folks from diving back into the weeds.  And that doesn't really need people
> who will require lots of influence or perks with the job; just folks who know
> how to stick to their knitting.

I agree completely.  And this was, indeed, the goal I had for the
"outside members", and why I thought that asking such people do jump
through nomcom hoops and so on was a lousy idea.  This is also why I
think concern about paying expenses is overblown: if this is done
right, expenses should be minimal (I'm not even sure it will require
in-person meetings at the IETF).

As for, "Just folks who know how to stick to their knitting," I urge
you to think about essentially every discussion about process and
management in the IETF and ask yourself whether that is a good
description of the bulk of our community.  Engineers and protocol
designers do that for a living because _they like_ to get into the
details.  Having some experienced people from a management background
around is what, I hope, will avoid a replay of what happened with the
IAOC.

Or perhaps I can put this another way.  In my reading, BCP 101 is
pretty clear that the IAOC isn't supposed to be doing a lot of
detailed work ("The IAOC's mission is not to be engaged in the day-
to-day administrative work of the IASA, but rather to provide
appropriate direction, oversight, and approval.")  And yet, for
instance, there was an IAOC committee that was deeply and closely
engaged in the details of venue selection, which sure doesn't seem
like direction, oversight, or approval to me.  Without a few outsiders
around to say, "People, you're into the details again," I think we
will re-create that dynamic.

Best regards,

A

-- 
Andrew Sullivan
[email-masked]

---

From: Brian E Carpenter <[email-masked]>
Date: Thu, 10 May 2018 10:35:28 +1200

Of course Ted is correct, although I don't pretend to know the right balance between hiring LLC staff and signing service contracts. As I understood it, one of the main things is to ensure that all work done for the IETF by ISOC staffers will in future be done by the LLC. But that is the LLC's job to sort out, not ours.

That said, I think we need to ensure that the LLC has good governance that is responsible to the IETF. So laying down boundary conditions for its Board seems to be our job, even if the outcome is part of the operating agreement rather than a BCP.

Regards
   Brian

---

From: "Leslie Daigle" <[email-masked]>
Date: Thu, 10 May 2018 10:58:17 -0400

I agree re. Resetting expectations on this being a high level oversight 
body.

With that, I think an additional reason to have outside folks in 
consideration is that we don’t have enough of a candidate pool within 
the “IETF regulars”.   Yes, sure, we have people who understand 
business well enough to do high level oversight; we’ve been finding 
them/doing that for years already.    But, effective business management 
is not actually the core competence of the IETF work, and so it’s not 
the best represented skillset we have in our participant body.  It would 
be nice to be able to reach into other sources.

To do that, we need:

1/ appointment processes that can reach into non-IETF pools of 
candidates.

2/ an answer to the question “what’s in it for me?” when we invite 
someone who is not regularly involved in the IETF.  That does not have 
to be a large stipend, or huge perks,  and it doesn’t mean 
“attracting” otherwise unwilling or uninterested candidates.  But it 
might include some cost covering.

(Perhaps I am weird, but that is _precisely_ the math I do when I get 
“invitations” to share my expertise in a new arena —  even if 
I’m sympathetic and interested, I need to know what it is going to 
cost me, and what am I going to get out of it.  The closer that is to a 
balance of 0 or positive, the more likely I am to accept.  And I suspect 
I’m not totally weird in that regard).

Leslie.

On 9 May 2018, at 13:41, Ted Hardie wrote:

> expectations
> other
> It

---

From: "John Levine" <[email-masked]>
Date: 10 May 2018 16:02:55 -0400

I think it would be more productive to work on what the
board-like-thing will actually do rather than details of appointing
people to it.

The main difference between the current IAOC and the new LLC is that
the LLC will have its own bank account and be able to sign its own
contracts, deposit checks written to "IETF", and write checks to pay
the bills.

What's the budget process?  Who makes the budget, how far ahead, who
signs off on it?  How does it negotiate with ISOC about the size and
timing of its contribution?  When we contract with AMS or other
vendors, who negotiates the contracts, who reviews or approves them,
who signs them?  When bills arrive, who reviews them, who signs the
checks?

Will the LLC have a reserve to cover shortfalls and timing mismatches
between revenue and expense?  How big?  Who manages it?

We don't need detailed answers to all of these right now but we
certainly need to know when and how we will know the answers.  The LLC
needs to do all these things as soon as it takes over the IETF's
financial operations.

R's,
John

>I’m not totally weird in that regard).

If you're weird, then a lot of us are.

---

From: Spencer Dawkins at IETF <[email-masked]>
Date: Wed, 16 May 2018 12:42:16 -0500

In addition to agreeing with Leslie's point about this ...
On Thu, May 10, 2018 at 9:58 AM Leslie Daigle <[email-masked]>
wrote:

> consideration is that we don’t have enough of a candidate pool within the
> “IETF regulars”.
>
... it's also worth noting that the way that we select voting Nomcom
members isn't tilted toward Nomcom being good at evaluating potential board
members.

I think other conclusions follow from that, but I'll stop typing there.

Spencer

---

From: Stephen Farrell <[email-masked]>
Date: Wed, 16 May 2018 18:49:46 +0100

Spencer,

On 16/05/18 18:42, Spencer Dawkins at IETF wrote:
> .... it's also worth noting that the way that we select voting Nomcom

I'm not clear what you mean so please do type some more.

FWIW, I don't think how we select nomcom needs tweaking to be
able to select the positions under discussion, no more than it
does to better pick routing or security ADs or IAB members who
need to know about liaising. I also don't think the issues that
are causing us to do the iasa20 activity relate to how we pick
nomcom voting members - IIRC nobody said that was a problem
with the current IAOC setup.

So I for one am confused as to what you meant.

Thanks,
S.

---

From: Spencer Dawkins at IETF <[email-masked]>
Date: Wed, 16 May 2018 14:28:18 -0500

Hi, Stephen,
On Wed, May 16, 2018 at 12:49 PM Stephen Farrell <[email-masked]>
wrote:

> the

You asked ;-)

We select voting Nomcom members at random from a population that is at
least sufficiently tied to what we do at the IETF to have attended the last
three-of-five meetings.

Being at the last three-of-five meetings as a TSV guy doesn't mean that I
understand the RTG area in detail, but it's close enough that I'm happy to
extrapolate from what I hear in nominee questionnaires, from community
feedback, and (if we have questions) from confirming body liaisons, so if I
get chosen at random for the 2019-2020 Nomcom, I'm good to go.

The working assumption for Nomcoms has been that "people like me
extrapolating" will be good enough, ever since we started seating Nomcom
members who didn't have personal knowledge of many of the nominees.

But I'm not sure that TSV people extrapolating about board members is as
safe a bet. That doesn't mean doing that would be doomed to failure, but it
does seem like more of a gamble.

That was all, and no, not proposing changes to the way we do Nomcoms to
accommodate the board.

Spencer

---

From: Stephen Farrell <[email-masked]>
Date: Wed, 16 May 2018 20:55:31 +0100

> does seem like more of a gamble.

Well, unless you take all nomcom appointees out of the
picture, that gamble seems to be there anyway - if the
board has N members picked by nomcom and nomcom are
more likely to err in such selections, then presumably
so are those N members of the board likely to err
similarly.

I still don't see anything that can't be handled by
having the board describe the skills needed each time a
position needs filling, and then allowing the nomcom
process those. As you well know the IESG does just that
each year when different AD positions need filling with
nuances as to the skills-needed-this-year in each area.

S.

---

From: "Leslie Daigle" <[email-masked]>
Date: Wed, 16 May 2018 17:19:34 -0400

Hi,

> so are those N members of the board likely to err

We agree on that analysis, but we reach different conclusions…. I’m 
not all that confident the NomCom should be appointing people to this 
board.

Leslie.

-- 

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Leslie Daigle
Principal, ThinkingCat Enterprises
[email-masked]
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