Subject: [Iasa20] Comments on draft-hall-iasa2-struct-04

From: S Moonesamy <[email-masked]>
Date: Mon, 18 Jun 2018 08:01:18 -0700

Hello,

I have a few comments on draft-hall-iasa2-struct-04.

The composition of the Board of the LCC (Section 4.6) allows it Board 
to appoint one member.  What is the justification for that?

Section 4.11 is about the removal of a Board Director.  Could that be 
used against a director who is not part of the coterie?

Why is a two-thirds majority vote being proposed (Section 6)?

What happens if the Board does not have a quorum  for its meetings 
(Section 6.1)?

Regards,
S. Moonesamy

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From: "Livingood, Jason" <[email-masked]>
Date: Mon, 18 Jun 2018 15:23:08 +0000

First and foremost - thanks for your detailed review! See other replies inline below.

On 6/18/18, 11:02 AM, "S Moonesamy" <[email-masked]> wrote:

    Hello,

    
[JL] It is not yet a closed issue - it is in fact the main open issue before the WG right now and there's a lot of list traffic on it. This will need to be resolved before WGLC. As of now I've laid out 3 options for director selection on the list. When we achieve consensus in the WG, we will update the I-D.

[JL] What do you mean by not part of the coterie?

[JL] Based on list discussion in the WG, the sentiment was that having a single standard for all votes was better than two (e.g. some require majority vs. some 2/3). It was also expressed that as the board's decisions were strategic in nature that having strong consensus within the board was superior to simple majority. If you wish to offer a different view or suggestion on this issue, feel free to do so. __ 

[JL] Then a meeting cannot be held.
    
    Regards,
    S. Moonesamy

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From: S Moonesamy <[email-masked]>
Date: Mon, 18 Jun 2018 09:46:05 -0700

Hi Jason,
>First and foremost - thanks for your detailed review! See other 

Thank you for the quick reply.

>[JL] It is not yet a closed issue - it is in fact the main open 
>issue before the WG right now and there's a lot of list traffic on 
>it. This will need to be resolved before WGLC. As of now I've laid 
>out 3 options for director selection on the list. When we achieve 
>consensus in the WG, we will update the I-D.

Ok.

>[JL] What do you mean by not part of the coterie?

One definition of the word "coterie" is "a small group of people with 
shared interests or tastes, especially one that is exclusive of other 
people".  There is usually some friction when a person with divergent 
views is introduced into a small group.  The draft states that a 
director can be removed "with or without cause" [1].  That means that 
the director with divergent views can be removed if he/she does not 
toe the line.

>[JL] Based on list discussion in the WG, the sentiment was that 
>having a single standard for all votes was better than two (e.g. 
>some require majority vs. some 2/3). It was also expressed that as 
>the board's decisions were strategic in nature that having strong 
>consensus within the board was superior to simple majority. If you 
>wish to offer a different view or suggestion on this issue, feel 
>free to do so. __

A (simple) majority vote is usually 50% + 1.  That is the threshold 
for a legal entity to take its decisions.  Requiring strong consensus 
for all decisions fosters long discussions and untimely decision-making.

Section 4.3 describes the Board as an oversight body with some 
limited responsibilities.  I took a quick look at the IAOC minutes; I 
don't the decisions on which it voted as strategic in nature.  Most 
of the decisions of a Board is not strategic in nature; some of them 
may be viewed as routine as long as nothing goes wrong.  I suggest 
looking at the question from a corporate perspective instead of 
trying to run the LLC as an IETF Working Group.

>[JL] Then a meeting cannot be held.

For what it is worth, the quorum section should be before the voting 
section as the Board requires a quorum to be able to take 
decisions.  I suggest that the Working Group considers the 
consequences of the LLC not being able to hold a meeting.

Regards,
S. Moonesamy

1. It is more complicated than that in practice.