Subject: [Iasa20] Path forward on director sources?

From: "Livingood, Jason" <[email-masked]>
Date: Fri, 22 Jun 2018 16:30:31 +0000

We’ve had good continued discussion. It’d be nice to try to come to consensus soon, enabling us to resolve that and a few other open issues, and then proceed to WGLC.

My impressions:

1 – There is not consensus on having the NomCom appoint 5 of the Directors, and the LLC Board appoint none. There were credible voices in favor of some LLC appointment, and concerns as well.

2 – Some people that preferred the NomCom route expressed that they could live with some LLC appointments subject to limitations on its use. Discussion in the WG suggested that this can be mitigated by (1) requiring a substantial majority of the LLC Board to approve the nomination, (2) requiring independent confirmation of the LLC-appointed director(s), and (3) limiting the director to one term via LLC appointment.

Based on this, feedback on these options is helpful:

All options include these two people on the seven person board:
* 1 IETF Chair or delegate selected by the IESG
* 1 Appointed by the ISOC Board of Trustees

Option 1 – Two from LLC:
* 3 Appointed by the IETF NomCom, confirmed by the IESG
* 2 Appointed by the LLC board itself, confirmed by the IAB

Option 2 – One from LLC:
* 4 Appointed by the IETF NomCom, confirmed by the IESG
* 1 Appointed by the LLC board itself, confirmed by the IAB

Thanks,
Jason

---

From: Mike Bishop <[email-masked]>
Date: Fri, 22 Jun 2018 18:55:33 +0000

I also believe there was suggestion that the self-appointed directors should be an unusual event, rather than part of the ordinary composition of the board.  What about an option where there are 5 directors appointed by NomCom, but the board has the option to nominate up to two additional directors (via the process you outline) when it feels there is a gap in its membership?

From: iasa20 [mailto:[email-masked]] On Behalf Of Livingood, Jason
Sent: Friday, June 22, 2018 9:31 AM
To: [email-masked]
Subject: [Iasa20] Path forward on director sources?

My impressions:

Option 1 – Two from LLC:

Option 2 – One from LLC:

Thanks,
Jason

---

From: "Joel M. Halpern" <[email-masked]>
Date: Fri, 22 Jun 2018 15:17:59 -0400

Several of us expressed a concern at the BoF that 5 members was too 
small for the LLC board.
Yours,
Joel

On 6/22/18 2:55 PM, Mike Bishop wrote:
> I also believe there was suggestion that the self-appointed directors 
> should be an unusual event, rather than part of the ordinary composition 
> of the board.  What about an option where there are 5 directors 
> appointed by NomCom, but the board has the /option/ to nominate up to 
> two additional directors (via the process you outline) when it feels 
> there is a gap in its membership?
> 
> *From:*iasa20 [mailto:[email-masked]] *On Behalf Of *Livingood, 
> Jason
> *Sent:* Friday, June 22, 2018 9:31 AM
> *To:* [email-masked]
> *Subject:* [Iasa20] Path forward on director sources?
> 
> We’ve had good continued discussion. It’d be nice to try to come to 
> consensus soon, enabling us to resolve that and a few other open issues, 
> and then proceed to WGLC.
> 
> My impressions:
> 
> 1 – There is not consensus on having the NomCom appoint 5 of the 
> Directors, and the LLC Board appoint none. There were credible voices in 
> favor of some LLC appointment, and concerns as well.
> 
> 2 – Some people that preferred the NomCom route expressed that they 
> could live with some LLC appointments subject to limitations on its use. 
> Discussion in the WG suggested that this can be mitigated by (1) 
> requiring a substantial majority of the LLC Board to approve the 
> nomination, (2) requiring independent confirmation of the LLC-appointed 
> director(s), and (3) limiting the director to one term via LLC appointment.
> 
> 
> Based on this, feedback on theseoptions is helpful:
> 
> Alloptions include these two people on the seven person board:
> Option1 – Two from LLC:
> Option2 – One from LLC:
> _______________________________________________
> iasa20 mailing list
> [email-masked]
> https://www.ietf.org/mailman/listinfo/iasa20
>

---

From: Eric Rescorla <[email-masked]>
Date: Fri, 22 Jun 2018 12:28:36 -0700

I want to echo this concern. I think 7 would be a better #.

Perhaps this also lets us make progress on the board-appointed issue, in
that people might be more comfortable with 1-2 board appointments out of a
7 member board?

-Ekr

On Fri, Jun 22, 2018 at 12:17 PM, Joel M. Halpern <[email-masked]>
wrote:

> Several of us expressed a concern at the BoF that 5 members was too small
> for the LLC board.
> Yours,
> Joel
>
>> should be an unusual event, rather than part of the ordinary composition of
>> the board.  What about an option where there are 5 directors appointed by
>> NomCom, but the board has the /option/ to nominate up to two additional
>> directors (via the process you outline) when it feels there is a gap in its
>> membership?
>>
>> 2 – Some people that preferred the NomCom route expressed that they could
>> live with some LLC appointments subject to limitations on its use.
>> Discussion in the WG suggested that this can be mitigated by (1) requiring
>> a substantial majority of the LLC Board to approve the nomination, (2)
>> requiring independent confirmation of the LLC-appointed director(s), and
>> (3) limiting the director to one term via LLC appointment.
>>
>>

---

From: Russ Housley <[email-masked]>
Date: Fri, 22 Jun 2018 15:34:50 -0400

I believe that the proposal is for 7 people.  In each option, add the IETF Chair and a person selected by the ISOC Board.

Russ

> On Jun 22, 2018, at 3:17 PM, Joel M. Halpern <[email-masked]> wrote:
> 
> Several of us expressed a concern at the BoF that 5 members was too small for the LLC board.
> Yours,
> Joel
> 
>> I also believe there was suggestion that the self-appointed directors should be an unusual event, rather than part of the ordinary composition of the board.  What about an option where there are 5 directors appointed by NomCom, but the board has the /option/ to nominate up to two additional directors (via the process you outline) when it feels there is a gap in its membership?
>> *From:*iasa20 [mailto:[email-masked]] *On Behalf Of *Livingood, Jason

---

From: Mike Bishop <[email-masked]>
Date: Fri, 22 Jun 2018 20:10:18 +0000

Each proposal below has seven members already.  Permitting self-appointments as an option to deal with circumstance rather than as the norm would take the board (temporarily) up to 8 or 9.

From: Eric Rescorla [mailto:[email-masked]]
Sent: Friday, June 22, 2018 12:29 PM
To: Joel M. Halpern <[email-masked]>
Cc: Mike Bishop <[email-masked]>; Livingood, Jason <[email-masked]>; [email-masked]
Subject: Re: [Iasa20] Path forward on director sources?

Perhaps this also lets us make progress on the board-appointed issue, in that people might be more comfortable with 1-2 board appointments out of a 7 member board?

-Ekr

On Fri, Jun 22, 2018 at 12:17 PM, Joel M. Halpern <[email-masked]<mailto:[email-masked]>> wrote:
Several of us expressed a concern at the BoF that 5 members was too small for the LLC board.
Yours,
Joel

*From:*iasa20 [mailto:[email-masked]<mailto:[email-masked]>] *On Behalf Of *Livingood, Jason
*Sent:* Friday, June 22, 2018 9:31 AM
*To:* [email-masked]<mailto:[email-masked]>
*Subject:* [Iasa20] Path forward on director sources?

My impressions:

Option1 – Two from LLC:

Option2 – One from LLC:

Thanks,
Jason

_______________________________________________
iasa20 mailing list
[email-masked]<mailto:[email-masked]>
https://www.ietf.org/mailman/listinfo/iasa20

_______________________________________________
iasa20 mailing list
[email-masked]<mailto:[email-masked]>
https://www.ietf.org/mailman/listinfo/iasa20

---

From: "Joel M. Halpern" <[email-masked]>
Date: Fri, 22 Jun 2018 16:56:39 -0400

Sorry, when I see a proposal that says "5 appointed" with no mention of 
the others, I tend to forget that we are also assuming 2 others (IETF 
CHair and ISOC appointee).  Yes, a total of 7 base is good enough.

If we think we really need the ability to have the board appoint 
additional members, I can live with doing so with a 1 year term limit 
for such members.  1 or 2 such, when the sitting board thinks they need it.

Yours,
Joel

On 6/22/18 4:10 PM, Mike Bishop wrote:
> Each proposal below has seven members already.  Permitting 
> self-appointments as an option to deal with circumstance rather than as 
> the norm would take the board (temporarily) up to 8 or 9.
> 
> *From:* Eric Rescorla [mailto:[email-masked]]
> *Sent:* Friday, June 22, 2018 12:29 PM
> *To:* Joel M. Halpern <[email-masked]>
> *Cc:* Mike Bishop <[email-masked]>; Livingood, Jason 
> <[email-masked]>; [email-masked]
> *Subject:* Re: [Iasa20] Path forward on director sources?
> 
> that people might be more comfortable with 1-2 board appointments out of 
> a 7 member board?
> 
> -Ekr
> 
>         I also believe there was suggestion that the self-appointed
>         directors should be an unusual event, rather than part of the
>         ordinary composition of the board.  What about an option where
>         there are 5 directors appointed by NomCom, but the board has the
>         /option/ to nominate up to two additional directors (via the
>         process you outline) when it feels there is a gap in its membership?
> 
>         *From:*iasa20 [mailto:[email-masked]
>         <mailto:[email-masked]>] *On Behalf Of *Livingood, Jason
>         *To:* [email-masked] <mailto:[email-masked]>
>         We’ve had good continued discussion. It’d be nice to try to come
>         to consensus soon, enabling us to resolve that and a few other
>         open issues, and then proceed to WGLC.
> 
>         My impressions:
> 
>         Directors, and the LLC Board appoint none. There were credible
>         voices in favor of some LLC appointment, and concerns as well.
> 
>         2 – Some people that preferred the NomCom route expressed that
>         they could live with some LLC appointments subject to
>         limitations on its use. Discussion in the WG suggested that this
>         can be mitigated by (1) requiring a substantial majority of the
>         LLC Board to approve the nomination, (2) requiring independent
>         confirmation of the LLC-appointed director(s), and (3) limiting
>         the director to one term via LLC appointment.
> 
> 
>         [email-masked] <mailto:[email-masked]>
>     [email-masked] <mailto:[email-masked]>

---

From: Lou Berger <[email-masked]>
Date: Fri, 22 Jun 2018 17:27:24 -0400

5 nomcom and 2 as stated below sounds reasonable to me.  given that the 
board can basically nominate someone as well as provide input to nomcom  
that they'd like a particular candidate seated or skill set filled I 
really don't see a need for board appointed seats. The board can also 
bring in advisors at any time - I have no idea why such would need to be 
board members.

As a compromise, I think it's okay to add an 8th or even 9th additional 
member -- assuming there are tight controls including requiring 
unanimous approval by all then seated board members and a single 1 year 
term.   Basically this can serve as a bridge to a normal appointed seat.

Lou

---

From: Michael Richardson <[email-masked]>
Date: Fri, 22 Jun 2018 19:15:50 -0400

> * 1 Appointed by the LLC board itself, confirmed by the IAB

I can live with either option.
I prefer option 2.

I don't know why the confirmation process mentions both IESG and IAB.
Pick one... In theory they are supposed to just make sure the process
was followed, in practice, the confirming bodies seem to do an aweful
lot more  (inappropriately, I believe, but that's another debate, and
is water under the bridge. I don't think the bodies will change their
behaviour in this regard)

Org-chart wise, I think it should be the IAB, but a few current/former IESG
members have made a case that the IESG is more connected, and I can be
persuaded either way.  Just pick one.

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

---

From: Brian E Carpenter <[email-masked]>
Date: Sat, 23 Jun 2018 12:01:16 +1200

> I can live with either option.

Agreed. But set a deadline (perhaps 3 years) at which time the community
MUST review the mechanism and possibly propose changes. Setting things in
stone didn't work out too well for the IAOC, did it?
 
> Pick one... 

I don't feel strongly about that, but picking one works for me.

> In theory they are supposed to just make sure the process

Well, we can specify it this time round, for the LLC case. It is not
specified that way at all in BCP10, which is a whole other discussion.

   Brian

---

From: Eric Rescorla <[email-masked]>
Date: Fri, 22 Jun 2018 17:36:59 -0700

> behaviour in this regard)

This is pretty off-topic, but I'm not sure why you think that the
confirmation
process is intended to be so limited. Here's what 8318 has to say about
this:

     The confirming bodies review their respective candidates, they may at
   their discretion communicate with the nominating committee, and then
   consent to some, all, or none of the candidates.

   ...

   The confirming bodies conduct their review using all information and
   any means acceptable to them, including but not limited to the
   supporting information provided by the nominating committee,
   information known personally to members of the confirming bodies and
   shared within the confirming body, the results of interactions within
   the confirming bodies, and the confirming bodies' interpretation of
   what is in the best interests of the IETF community.

That doesn't seem to me to imply that their remit is limited to making
sure the process was followed.

-Ekr

---

From: Andrew Sullivan <[email-masked]>
Date: Fri, 22 Jun 2018 22:16:52 -0400

Hi,

On this 3 years/MUST review idea, what if it never happens?  If things are 
working well enough, then nobody will want to change it. And if things are 
working badly, no deadline is needed.

I don't actually think that the IAOC arrangements _were_ set in stone. Many 
people thought it worked well enough for them, and after more than 10 years 
when it became clear what the strains were, we took on the job of sorting 
it. Sounds like a community organization to me. Leave well enough alone if 
it's good enough. Fix it urgently when it's not.

I agree that it's not a way to run a business. But I think we're still not one.

A

--
Please excuse my clumbsy thums
----------
On June 22, 2018 20:01:38 Brian E Carpenter <[email-masked]>

---

From: Brian E Carpenter <[email-masked]>
Date: Sat, 23 Jun 2018 15:26:24 +1200

> working badly, no deadline is needed.

Well, we can agree to differ, but it seems to me that a review of an
organisational change (of any kind) after a few years is always a good idea.
I won't be rushing to the barricades on this, however.

> it's good enough. Fix it urgently when it's not.

Might it not have been easier to fix the IASA issues 5 years ago?

> I agree that it's not a way to run a business. But I think we're still not one.

No, but the whole idea of IASA 1.0 was to get our business-like activities
better organised. BTW, it mainly worked out well.

   Brian

---

From: "Livingood, Jason" <[email-masked]>
Date: Mon, 25 Jun 2018 15:26:28 +0000

That's not exactly what the options lay out. To list them more precisely, either option is 7 standing Directors. (There has not been consensus support for going up to 8 or 9 as-needed -- opinion seemed to be that the LLC could bring in experts/consultants on an as-needed and non-Director basis.) 

Option 1 – Two from LLC:

Option 2 – One from LLC:
 
So far I have seen a couple of folks say they could live with both but preferred option 2.

Other opinions on either of these options?

JL

On 6/22/18, 5:27 PM, "iasa20 on behalf of Lou Berger" <[email-masked] on behalf of [email-masked]> wrote:

    
    Lou

---

From: "Joel M. Halpern" <[email-masked]>
Date: Mon, 25 Jun 2018 11:42:39 -0400

Is the assumption here that the LLC Board will generally appoint 
additional members?  I had read the earlier discussion as indicating 
that these extra members were for special situations where the board 
deemed it needed additional expertise and making these individuals board 
members would help recruit and involve them.

If it is indeed special cases, then Option 1 is essentially a 5 member 
board, and option 2 is essentially a 6 member board.

If voting is by 2/3s, then I guess I can live with 6 members, although I 
would prefer 7.  A 5 member board is simply too small.  (Among other 
things, it has the negative effect that if 2/3 is required then 4 votes 
are required to do anything. I did not think we wanted to require 80%.)

Yours,
Joel

---

From: Lou Berger <[email-masked]>
Date: Mon, 25 Jun 2018 12:06:38 -0400

On 6/25/2018 11:26 AM, Livingood, Jason wrote:
> That's not exactly what the options lay out.
Understood -- I was building on the following message earlier in the thread:

On 6/22/2018 4:10 PM, Mike Bishop wrote:
> self-appointments as an option to deal with circumstance rather than 
> as the norm would take the board (temporarily) up to 8 or 9.
>

>   To list them more precisely, either option is 7 standing Directors. (There has not been consensus support for going up to 8 or 9 as-needed

> -- opinion seemed to be that the LLC could bring in experts/consultants on an as-needed and non-Director basis.)
I completely support this opinion - I remain confused as to why 
self-appointment does anything other than open the door to potential abuse.

> Other opinions on either of these options?
since you asked -- I remain completely opposed to LLC directors self 
appointing a normal board member.  (since you asked below.)    I 
supporting an 8th or even 9th "special" member proposed by Mike as a 
reasonable compromise.

Lou

---

From: "Livingood, Jason" <[email-masked]>
Date: Mon, 25 Jun 2018 16:48:06 +0000

On 6/25/18, 11:42 AM, "iasa20 on behalf of Joel M. Halpern" <[email-masked] on behalf of [email-masked]> wrote:

    additional members?  

[JL] No. The current assumption is that the LLC will appoint either 1 or 2 members that are part of the 7 total, not in addition to the 7.

---

From: "Joel M. Halpern" <[email-masked]>
Date: Mon, 25 Jun 2018 13:12:30 -0400

Jason, I apparently worded the quesiton badly.

Some of the discussions about the board-appointed board emmebers was 
that they were for additional skills when the board thought they were 
needed (with, for example, short time limits on their service.)
Other discussions have treated them as something that we assume the 
board needs, and that we exepct them as a matter of course to be filling 
those seats.

In the former case, it seems to me that we have to consider that the 
board normally consists of those mandatory appointments.  Thus, in your 
options giving a 5 or 6 person board.

The latter case would give a 7 person board.  But it does not match what 
I thought the motivation was for allowing the board to appoint members. 
However, it seems to be what you are assuming.  I presume I am 
misunderstanding part of your reasoning.  Can you explain please?

Yours,
Joel

---

From: Spencer Dawkins at IETF <[email-masked]>
Date: Mon, 25 Jun 2018 14:20:10 -0500

FWIW ...

> persuaded either way.  Just pick one.

I'm even easier. Pick one, and I don't care whether you convince me you
picked the right one or not.

If you think considering a slate as a slate matters (that different
combinations of nominees affect the ranking of individual nominees, as in
"we need somebody who's good at X, but we don't need two of them"), having
one body allows you to look at the slate.

I do note that the IAB is currently confirming a heck of a lot more Nomcom
candidates than the IESG is. If the answer is that the IAB isn't looking
forward to confirming even more positions, having the IESG confirming the
candidates would be fine. If the answer is that the IESG is closer to the
downstream impact of anything the LLC does, that would be fine. If the
answer is that the org chart matters so it should be the IAB, that would be
fine.

But I'd love to hear the case for having both bodies in this business,
because I'm struggling to come up with a reason for that on my own.

Spencer

---

From: Russ Housley <[email-masked]>
Date: Mon, 25 Jun 2018 16:16:51 -0400

I continue to prefer a 3rd option:

> Option 3 – Zero from LLC:
> * 5 Appointed by the IETF NomCom, confirmed by the IESG
> * 0 Appointed by the LLC board itself, confirmed by the IAB

The IAB and the IESG give their liaison to NomCom instructions that are purposefully intended to keep these bodies from becoming self-selecting.  The IAB and the IESG make the voting members of NomCom aware of these instructions as a mechanism to ensure that they are followed.  Allowing the LLC board to self-select seems counter to the IETF culture.  Instead, the LLC board should make their requirements know to NomCom and then nominate as many people as possible that meet those requirements.

Russ

---

From: Joseph Lorenzo Hall <[email-masked]>
Date: Mon, 25 Jun 2018 16:44:41 -0400

On Mon, Jun 25, 2018 at 4:16 PM Russ Housley <[email-masked]> wrote:

> The IAB and the IESG give their liaison to NomCom instructions that are
> purposefully intended to keep these bodies from becoming self-selecting.
> The IAB and the IESG make the voting members of NomCom aware of these
> instructions as a mechanism to ensure that they are followed.  Allowing the
> LLC board to self-select seems counter to the IETF culture.  Instead, the
> LLC board should make their requirements know to NomCom and then nominate
> as many people as possible that meet those requirements.
>
>
Having a small part of the IETF LLC Board not reflect IETF culture but
reflect what the board needs to run IETF business is the whole reason some
of us favor having one or two self-selected seats (either as core LLC Board
members or as something temporary). And there has been some good discussion
here of the shortcomings in nomcom choosing things that are not engineering
positions. The self-selected mechanism is for either or both of those
cases: we can't rely on the nomcom process to locate the missing talent
either because nomcom isn't good at picking those roles or people that
would be good for that position would not go through a nomcom process.

I'd like to see the LLC Board have an option for when it looks around and
sees its all chickens an maybe they need a goat or something... so I'd at
least like to put a +1 behind a Mike Bishop mechanism where 1-2 additional
self-selected members are allowed on top of the 7 regular board slots
(confirmed by whatever we pick between IAB or IESG).

-- 
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: Ted Hardie <[email-masked]>
Date: Mon, 25 Jun 2018 14:44:55 -0700

Howdy,

> would be good for that position would not go through a nomcom process.

I continue to wonder why anyone believes that a board selected by the
nomcom is going to have the skills and network to select goats when they
are all chickens, but set that aside for a moment.

> (confirmed by whatever we pick between IAB or IESG).
The ISOC bylaws say
<https://www.internetsociety.org/about-internet-society/governance-policies/by-laws/>
:

A maximum of three (3) Trustees may be appointed by the Board. The
appointment of a Board-appointed Trustee requires a 2/3rd-majority vote of
the Trustees then in office, and the appointee shall take office
immediately upon appointment. The term of each appointment shall be
designated by the Board, with the maximum term being until the beginning of
the second Annual General Meeting (AGM) after appointment, or until their
earlier resignation, removal or death.  The Board may decide on a
case-by-case basis how long each term shall be, factoring in the By-Law
restriction for consecutive terms.

I don't object to allowing the LLC to have a similar provision (with a
smaller number, given the relative sizes of the two boards), and with the
unanimous provision previously discussed.  But it's my understanding that
the ISOC Board of Trustees has not used that method often if ever (the data
here: https://www.internetsociety.org/board-of-trustees/list-of-trustees/
does not contain any listed Trustee as having been so selected, but it may
be incomplete).  I think treating this as an extraordinary event is the
right thing to do--not something we expect to have happen but a permitted
contingency.  That's what I'm looking for in the final text, rather than a
set number.

regards,

Ted

---

From: Russ Housley <[email-masked]>
Date: Mon, 25 Jun 2018 17:50:38 -0400

Ted:
> 
> The ISOC bylaws say <https://www.internetsociety.org/about-internet-society/governance-policies/by-laws/>:
> 
> A maximum of three (3) Trustees may be appointed by the Board. The appointment of a Board-appointed Trustee requires a 2/3rd-majority vote of the Trustees then in office, and the appointee shall take office immediately upon appointment. The term of each appointment shall be designated by the Board, with the maximum term being until the beginning of the second Annual General Meeting (AGM) after appointment, or until their earlier resignation, removal or death.  The Board may decide on a case-by-case basis how long each term shall be, factoring in the By-Law restriction for consecutive terms.
> 
> I don't object to allowing the LLC to have a similar provision (with a smaller number, given the relative sizes of the two boards), and with the unanimous provision previously discussed.  But it's my understanding that the ISOC Board of Trustees has not used that method often if ever (the data here: https://www.internetsociety.org/board-of-trustees/list-of-trustees/ <https://www.internetsociety.org/board-of-trustees/list-of-trustees/> does not contain any listed Trustee as having been so selected, but it may be incomplete).  I think treating this as an extraordinary event is the right thing to do--not something we expect to have happen but a permitted contingency.  That's what I'm looking for in the final text, rather than a set number.

When was the last time this provision of the ISOC Bylaws was used?

Russ

---

From: Andrew Sullivan <[email-masked]>
Date: Mon, 25 Jun 2018 17:55:04 -0400

> When was the last time this provision of the ISOC Bylaws was used?

The purpose of an extraordinary power is not to use it all the time.
It is to have it available in the event it is needed.  Perhaps ISOC
has never concluded that it needed the power, but if it _did_ need it,
it is worth observing that it might not in fact be possible to create
the power itself because of the very conditions that make it needed.

Best regards,

A

-- 
Andrew Sullivan
[email-masked]

---

From: "Joel M. Halpern" <[email-masked]>
Date: Mon, 25 Jun 2018 18:03:14 -0400

My concern is that if the self-appointment is viewed a special-case tool 
(which I do agree is reasonable to allow) then the board structure in 
the absence of such appointments has to fit our expectations and 
requiements for what the board should look like.  IN particular, if we 
agreed that the board should have 7 members (as I thought we did) that 
would mean 7 memebers in the regular course of business.

Yours,
Joel

---

From: "Livingood, Jason" <[email-masked]>
Date: Tue, 26 Jun 2018 12:26:48 +0000

I think Joel is correct on this point, that if this proposed path for LLC-appointed Directors is used, where it is optional & additive, then the baseline number of Directors must be seven. 

See my next email.

JL

On 6/25/18, 6:03 PM, "iasa20 on behalf of Joel M. Halpern" <[email-masked] on behalf of [email-masked]> wrote:

    Yours,
    Joel

---

From: Eliot Lear <[email-masked]>
Date: Tue, 26 Jun 2018 23:50:15 +0200

Andrew,

Is the test to this process whether the community can do the same thing
again, and what mechanism we would use?  That is, if we found issues,
how would we go about repairing them?  Conversely, what becomes so
substantially more difficult that it should be at least called out as a
risk to the community as we proceed?

Eliot

On 23.06.18 04:16, Andrew Sullivan wrote:
> Hi,
>
> On this 3 years/MUST review idea, what if it never happens?  If things
> are working well enough, then nobody will want to change it. And if
> things are working badly, no deadline is needed.
>
> I don't actually think that the IAOC arrangements _were_ set in stone.
> Many people thought it worked well enough for them, and after more
> than 10 years when it became clear what the strains were, we took on
> the job of sorting it. Sounds like a community organization to me.
> Leave well enough alone if it's good enough. Fix it urgently when it's
> not.
>
> On June 22, 2018 20:01:38 Brian E Carpenter
> <[email-masked]> wrote:
>

---

From: Brian E Carpenter <[email-masked]>
Date: Fri, 29 Jun 2018 08:49:23 +1200

(New subject for this sub-thread.)

> risk to the community as we proceed?

IMHO the risk, as illustrated by the gradual drift of the IAOC from its
intended oversight role, is not of major issues; as Andrew implied, major
issues will ring their own alarm bells. The risk is another gradual drift
away from how we want things to work. And I don't see anything other than
an explicit review of how things are going that would detect that.

   Brian

---

From: "Livingood, Jason" <[email-masked]>
Date: Fri, 29 Jun 2018 12:42:01 +0000

It's easy enough to add the suggestion for a 3-yr assessment to the structure doc - I will do so.

On 6/28/18, 4:49 PM, "iasa20 on behalf of Brian E Carpenter" <[email-masked] on behalf of [email-masked]> wrote:

    
    
       Brian

---

From: Eliot Lear <[email-masked]>
Date: Fri, 29 Jun 2018 14:45:01 +0200

> It's easy enough to add the suggestion for a 3-yr assessment to the structure doc - I will do so.

I don't think that was what Andrew was suggesting, Jason, but rather
that reviews are needed when it becomes readily apparent that they're
needed.

Eliot

---

From: Andrew Sullivan <[email-masked]>
Date: Fri, 29 Jun 2018 07:56:00 -0500

Well, I don't really object to adding this. I just don't know what happens 
if the review fails to happen.  I can totally imagine people just not 
getting around to it, in much the same way that progression on the 
standards track often doesn't happen.

Is there to be some official sanction or forcing function to cause the 
review to happen?  If not, then it's just a nice idea, not a MUST (as was 
originally suggested, I think).

A

--
Please excuse my clumbsy thums
----------
On June 29, 2018 07:45:13 Eliot Lear <[email-masked]> wrote:

>> On 6/28/18, 4:49 PM, "iasa20 on behalf of Brian E Carpenter" 
>> <[email-masked] on behalf of [email-masked]> wrote:
>>

---

From: "John Levine" <[email-masked]>
Date: 29 Jun 2018 09:41:03 -0500

>originally suggested, I think).

I suppose the operating agreement might say that the LLC shuts down
after three years and its assets are transferred to the ITU unless a
review says otherwise, but that seems a little extreme.

Alternatively, if 2021 comes around and the people who think we need a
review still think we need a review, they should do a review.

R's,
John

---

From: Brian E Carpenter <[email-masked]>
Date: Sat, 30 Jun 2018 10:50:39 +1200

> review still think we need a review, they should do a review.

It's clear to me, with my 20/20 hindsight, that we (for some value of
"we"), should have done a review of IASA functioning after about 3 to 5
years. But [insert boiling frog parable here] we didn't. I'd like to
avoid that mistake this time around. Writing it down now seems wise;
I really don't care whether it's must, should, or just a hint.

    Brian

---

From: S Moonesamy <[email-masked]>
Date: Fri, 29 Jun 2018 17:25:05 -0700

Hi John,
>review still think we need a review, they should do a review.

A review can be useful to figure out whether the LLC is on the right 
track.  I see this more as a sanity check which is introduced at the 
start instead of waiting to see whether people will want that in future.

Regards,
S. Moonesamy

---

From: Suzanne Woolf <[email-masked]>
Date: Sat, 30 Jun 2018 09:14:54 -0400

> On Jun 29, 2018, at 6:50 PM, Brian E Carpenter <[email-masked]> wrote:
> 

I agree with this as a general point, since one of the symptoms of things going wrong can be that people aren’t engaged enough to organize a review and an effort to act on its input. This is particularly possible if the failure that needs attention is making it harder than it should be for the community to engage. (One sign of a failure of transparency is that people don’t know if things are broken.)

At the same time, I’m wary of requiring a review, for the same reason Andrew raises and some others, mainly in the context of other “internet ecosystem” groups that require periodic reviews of various functions; the whole process becomes an end in itself, with lots of motion but very little progress except in creating work for the next review cycle.

I think creating a presumption of an eventual review will make it easier to do one if there’s cause for concern, while leaving room to make a deliberate decision it’s not needed.

Sounds like a “may” to me.

Suzanne