Subject: Re: [Iasa20] Comment on RFC2031-bis

From: Abdussalam Baryun <[email-masked]>
Date: Sat, 1 Dec 2018 12:28:17 +0200

On Fri, Nov 30, 2018 at 10:54 PM John R Levine <[email-masked]> wrote:

> On Fri, 30 Nov 2018, Alissa Cooper wrote:
> >> I still don't think that trying to paraphrase the LLC agreement and LLC
> law
> >> is productive.
> >
> > I think it may be worth considering that this is true for much of
> sections 2, 6, and 7. I fear that any discrepancy between this text and the
> LLC agreement may be re-interpreted by future readers to mean something
> that isn’t implied by this WG at this time. Re-using exact text from the
> LLC agreement seems safer.
>
>
I agree

> Well, you can disclaim that away ("this document is intended as a summary
> of the agreement, but only the agreement is authoritative") but I agree
> with you that it's not clear what the audience and goal of this document
> is.
>

It is important to clarify the goal and audience into the draft,

AB

---

From: Joseph Lorenzo Hall <[email-masked]>
Date: Sat, 1 Dec 2018 09:36:59 -0500

On Fri, Nov 30, 2018 at 21:05 Brian E Carpenter <[email-masked]>
wrote:

> On 2018-12-01 09:54, John R Levine wrote:
> >>> I still don't think that trying to paraphrase the LLC agreement and
> LLC law
> >>> is productive.
> >>
> Historically, there was considerable concern in the community back in the
> early/mid 1990s about the impact of ISOC on the IETF's independence, and my
> recollection is that RFC2031 was intended to allay those concerns.
>
> That being so, it's now factually inaccurate, so IMHO we have a choice
> between replacing it or simply obsoleting it. I don't think we really need
> to expand its scope, but maybe some emphasis on the independence aspect
> would be helpful, to indicate why the document exists.

Our current draft of 4071bis -- formerly known as -struct, which should be
out to the WG for feedback soon, like next week -- points to this document
to describe the IETF-ISOC relationship in the context of IASA2. I'm not
sure it makes sense to have 4071bis obsolete 2031 but It would be good to
have updated 2031 content somewhere.

-- 
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: Abdussalam Baryun <[email-masked]>
Date: Sun, 2 Dec 2018 10:58:27 +0200

On Fri, Nov 30, 2018 at 10:49 PM Alissa Cooper <[email-masked]> wrote:

>
>
> > On Nov 30, 2018, at 1:04 PM, John Levine <[email-masked]> wrote:
> >
> > In article <
> [email-masked]>,
> > Joseph Lorenzo Hall  <[email-masked]> wrote:
> >> Would something along the lines of the following suffice:
> >>
> >> "The IETF LLC was created as a subsidiary of ISOC, meaning that ISOC
> >> retains ultimate control over the IETF LLC, but under an agreement that
> >> carefully cabins the relationship outlined in this document."
> >
> I think it may be worth considering that this is true for much of sections
> 2, 6, and 7. I fear that any discrepancy between this text and the LLC
> agreement may be re-interpreted by future readers to mean something that
> isn’t implied by this WG at this time. Re-using exact text from the LLC
> agreement seems safer.
>

It may be mentioned in the draft that this draft is not to be used to
re-interprete without following the full LLC agreement.
However, I think the most safer method is that this draft is an
informational ietf document so it better explain and refer to sections or
text of the LLC agreement and other agreements, but it should give
information of the true relationship that that agreement changed of
previous relationship. The agreement does not give information or does not
explain to international-community. Furthermore, all agreements are for
lawyers to understand, and informational RFCs are for ietf community. So it
is ok to refer or make things safe by re-using, but we will need to add
information to assist ietf community to understand the relationship,
without asking others or without going through long archives or long
discussion lists. The LLC agreement is like a law standard and this draft
should explain what our managers intended to agree on as relationship.

>
> Which leads me to a broader question: what is the goal of this document
> and who is its intended audience?

IMHO, the goal is an informational RFC for the IETF community (internation
not only US participants) to understand with no confusion the IETF-ISOC
relationship.

It addresses only some aspects of the IETF-ISOC relationship and not
> others. For example, there are a number of ISOC programs related to the
> IETF and IETF standards and a number of ISOC staff who currently provide
> support services to the IETF in various capacities, none of which are
> mentioned. Some aspects of these arrangements are fluid, so I can see why
> it may be hard to characterize them at a high level. But if this document
> is meant to capture the relationship in its totality, there seem to be
> ommissions. OTOH, leaving these out would make sense if the document were
> limited to administrative, legal, and financial matters, but it isn’t.
>

 Me reading the draft and the LLC agreement, I still think the draft does
not give full information of administrative, legal and financial
relationship. If the title is generally for relationship, then explain all
not limited, but if not, I prefer the title to specify administrative,
legal, and financial.

AB

---

From: "Livingood, Jason" <[email-masked]>
Date: Mon, 3 Dec 2018 14:11:18 +0000

This discussion of subsidiary vs. disregarded entity is specifically why we chose to just call it like it is - disregarded entity – and be consistent with all of our other documents & discussions. It is not meant to re-define – no need for that. And it is not meant to explain in detail – references to other docs suffice for that.

From: iasa20 <[email-masked]> on behalf of Joe Lorenzo Hall <[email-masked]>
Date: Friday, November 30, 2018 at 1:13 PM
To: John Levine <[email-masked]>
Cc: IASA 2 WG <[email-masked]>
Subject: Re: [Iasa20] Comment on RFC2031-bis

On Fri, Nov 30, 2018 at 1:04 PM John Levine <[email-masked]<mailto:[email-masked]>> wrote:
In article <[email-masked]<mailto:[email-masked]>>,
>carefully cabins the relationship outlined in this document."

I still don't think that trying to paraphrase the LLC agreement and LLC law
is productive.

How about this:

"The IETF LLC is governed by an operating agreement between ISOC and
the LLC that is published on the LLC's web site at x."

Totally understand the risk in paraphrasing, WFM

---

From: "Livingood, Jason" <[email-masked]>
Date: Mon, 3 Dec 2018 14:13:46 +0000

On 11/30/18, 3:49 PM, "iasa20 on behalf of Alissa Cooper" <[email-masked] on behalf of [email-masked]> wrote:
> Which leads me to a broader question: what is the goal of this document and who is its intended audience? It addresses only some aspects of the IETF-ISOC relationship and not others

Since RFC 2031 existed, we needed to update/replace it since what 2031 described was no longer accurate, and so its been on our work list for some time. We tried to limit things solely to what 2031 focused on. Perhaps some text explaining that there are many more aspects of the relationship not covered in the document or something like that? Open to any suggestions.

---

From: Alissa Cooper <[email-masked]>
Date: Mon, 3 Dec 2018 09:51:55 -0500

> On Dec 3, 2018, at 9:13 AM, Livingood, Jason <[email-masked]> wrote:
> 

Presumably 2031 exists due to particular circumstances of the time (given the references to the Poised WG, etc.). A lot has changed at ISOC and the IETF in the last 22 years, much of which is unrelated to IASA 2.0. To me it would make more sense to either try to capture the full relationship at a high enough level that the document won’t be immediately out-of-date as things continue to change, or to just obsolete 2031. Sticking to the scope that was used in 1996 seems hard to justify.

Alissa

---

From: "Livingood, Jason" <[email-masked]>
Date: Mon, 3 Dec 2018 15:02:49 +0000

Fair enough! I'll confer w/Gonzalo. 

On 12/3/18, 9:58 AM, "Alissa Cooper" <[email-masked]> wrote:

    
    
    Alissa

---

From: Abdussalam Baryun <[email-masked]>
Date: Wed, 5 Dec 2018 08:59:53 +0200

On Mon, Dec 3, 2018 at 4:11 PM Livingood, Jason <[email-masked]>
wrote:

> This discussion of subsidiary vs. disregarded entity is specifically why
> we chose to just call it like it is - disregarded entity – and be
> consistent with all of our other documents & discussions.
>

 I don't mind to call it as it is, or call it any thing WG likes, but
usually RFCs explain what they call in its same document. Also this draft
must define new words/tasks in that RFC2031-relationship.

> It is not meant to re-define – no need for that. And it is not meant to
> explain in detail – references to other docs suffice for that.
>

I disagree, the draft is meant to define new words/callings/names in the
relationship, also meant to explain new concepts. There is no re-define
because there is no RFC now that defines, we need a draft that defines new
word/tasks/responsibilities in such relationship.

IMHO, this draft is meant to explain the relationship, that word
*disregarded entity*, is not easy to understand for engineers. I hope you
agree that agreement documents don't explain consequences. I agree we must
reference important documents especially agreements, but don't agree to
reference discussion list because it is difficult to understand
(referencing is to make it easy not difficult to understand). Also
explaining the implication is important for this draft in some level. If
IETF/its-community does not know/understand the consequences of the
relationship then how it can understand such relation.

AB

---

From: Abdussalam Baryun <[email-masked]>
Date: Wed, 5 Dec 2018 09:07:56 +0200

On Mon, Dec 3, 2018 at 4:52 PM Alissa Cooper <[email-masked]> wrote:

> > On 11/30/18, 3:49 PM, "iasa20 on behalf of Alissa Cooper" <
> [email-masked] on behalf of [email-masked]> wrote:
> and who is its intended audience? It addresses only some aspects of the
> IETF-ISOC relationship and not others
> >
> > Since RFC 2031 existed, we needed to update/replace it since what 2031
> described was no longer accurate, and so its been on our work list for some
> time. We tried to limit things solely to what 2031 focused on. Perhaps some
> text explaining that there are many more aspects of the relationship not
> covered in the document or something like that? Open to any suggestions.
>
> Presumably 2031 exists due to particular circumstances of the time (given
> the references to the Poised WG, etc.). A lot has changed at ISOC and the
> IETF in the last 22 years, much of which is unrelated to IASA 2.0. To me it
> would make more sense to either try to capture the full relationship at a
> high enough level that the document won’t be immediately out-of-date as
> things continue to change, or to just obsolete 2031. Sticking to the scope
> that was used in 1996 seems hard to justify.
>

We may mention in the draft that yes things may change as happened to
RFC2031 which got not accurate as you mentioned (it should have been
updated by ietf general area), but IMHO, we must make clear from after this
agreement any  new changes that future relationship cannot change without a
new agreement. This draft must never be out-of-date, if it becomes an RFC
the IETF must update it while any change happen, easy to be done within
IETF process.

AB

---

From: Gonzalo Camarillo <[email-masked]>
Date: Fri, 7 Dec 2018 08:45:25 +0000

Hi,

I have made the following change (i.e., a disclaimer in brackets) to
capture this conversation:

OLD:

  The Limited Liability Company Agreement of IETF Administration LLC,
  dated August 27 2018, is the Operating Agreement <xref
  target="OpAgreement"/> that governs the relationship between the
  IETF LLC and ISOC.

NEW:

  The Limited Liability Company Agreement of IETF Administration LLC,
  dated August 27 2018, is the Operating Agreement <xref
  target="OpAgreement"/> that governs the relationship between the
  IETF LLC and ISOC (while this document is intended as a summary of
  the agreement, please note that only the agreement is
  authoritative).

Cheers,

Gonzalo

On 30-Nov-18 22:54, John R Levine wrote:
>> sections 2, 6, and 7. I fear that any discrepancy between this text
>> and the LLC agreement may be re-interpreted by future readers to mean
>> something that isn’t implied by this WG at this time. Re-using exact
>> text from the LLC agreement seems safer.
> 
> Well, you can disclaim that away ("this document is intended as a
> summary of the agreement, but only the agreement is authoritative") but
> I agree
> Regards,
> John Levine, [email-masked], Taughannock Networks, Trumansburg NY
> Please consider the environment before reading this e-mail. https://jl.ly

---

From: Gonzalo Camarillo <[email-masked]>
Date: Fri, 7 Dec 2018 09:13:50 +0000

Hi Alissa,

thanks for your comments! With respect to the scope and intended
audience of this document, when I was asked to help with this, that is
the first question Jason and I actually discussed (with input from a few
people). So, I agree it will be good to get on the same page regarding
what exactly we need from this document. Our thinking is the following:

The original RFC2031 was a discussion document intended to "gauge
consensus" and "allow further discussions". However, at this point we do
not need a discussion document. Instead, we decided to have a *brief*
updated document explaining at a *high level* what is the current
relationship between ISOC and the IETF. The idea was to provide a
*summary with pointers* to the authoritative documents so that
interested readers could start from this document, get a general idea of
what the relationship is all about, and find all other relevant
documents for details (i.e., RFCs and the operating agreement).

So, considering the intended scope above, you are right that the
document should mention that there are programs between the IETF and
ISOC. As an example of such programs, we could mention the policy
fellows program, for instance. Since we are describing things at a high
level, I do not think we need to mention the fact that there may be some
programs that end up being handled by the IETF LLC instead. Even if the
situation is fluid regarding the details, we can safely describe the
fact that ISOC has programs that aim to promote the IETF in the community.

With respect to ISOC staff currently providing support services, we can
mention the fact that the IETF LLC may contract third parties to provide
services and that ISOC may be one of those third parties... I would not
provide any details beyond that because the actual services being
provided will be most likely changing as time goes by.

What do you think? Are there any other areas the document is also
missing? Thanks!

Cheers,

Gonzalo

---

From: Alissa Cooper <[email-masked]>
Date: Fri, 7 Dec 2018 13:02:29 -0500

Hi Gonzalo,

> On Dec 7, 2018, at 4:13 AM, Gonzalo Camarillo <[email-masked]> wrote:
> 
> Hi Alissa,
> 
> What do you think?

This sounds like a reasonable approach.

> Are there any other areas the document is also
> missing?

Perhaps the fact that ISOC maintains liaison relationships and memberships in other SDOs that the IETF leverages at times? That is the only other broad category that I can think of.

Thanks,
Alissa

> Thanks!

---

From: Gonzalo Camarillo <[email-masked]>
Date: Sun, 9 Dec 2018 08:33:32 +0000

Hi John,

> With respect to your other comment, I have removed the two
> instances of "disregarded entity" in the text and replaced them with the
> term "subsidiary" instead.

After making the change above, some people stated that they would like
the document to at least mention the term "disregarded entity"
somewhere. Would the following text work for you? Feel free to propose
alternative text if it doesn't for some reason:

OLD:

The IETF LLC was created as a subsidiary of ISOC.  For tax purposes it
is treated as part of ISOC, but it is managed separately.

NEW:

The IETF LLC was created as a subsidiary of ISOC. Specifically, the
IETF LLC is a single-member Limited Liability Company created in
Delaware (USA) in August 2018.  The member (i.e., its legal owner) is
ISOC. The IETF LLC is managed separately, makes a budget, can sign
contracts, can pay and receive money, can sue and be sued, and has a
board. For tax purposes, it is a "disregarded entity", which means
that the IETF LLC inherits its member's status as a non-profit charity
and its formal financial reports are filed as part of ISOC's reports.

Cheers,

Gonzalo

---

From: "John R Levine" <[email-masked]>
Date: 9 Dec 2018 11:36:07 -0500

> alternative text if it doesn't for some reason:

Sure, that's fine.  You can see from my recent exchange with Brian why I'd 
like to emphasize that it's a separately managed subsidary and 
de-emphasize the tax quirk.

Regards,

---

From: Gonzalo Camarillo <[email-masked]>
Date: Mon, 10 Dec 2018 11:10:32 +0000

Hi Alissa,

thanks for the quick response. Please, find below  my proposal for
addressing your three points:

We can add the following text at the end of the "ISOC's Role in the
IETF Standards Process" Section:

  ISOC maintains liaison relationships and memberships in other
  Standards Development Organizations (SDOs), which directly benefits
  the IETF.  For example, in 1995 ISOC established a liaison
  relationship with ISO/IEC JTC1/SC6 on behalf of the IETF.  Many
  years later, a national body introduced a proposal, called TIsec,
  that included a protocol specification that was almost identical to
  IPsec ESP [RFC4303]. Due to the existing liaison relationship,
  straightforward communication [LS1220] was able to avoid confusion
  in the marketplace caused by nearly identical yet non-interoperable
  standards.

  ISOC also supports the IETF standards process more indirectly (e.g.,
  by promoting it in relevant communities) through several
  programmes. For example, ISOC's Policymakers Programme to the IETF
  (usually referred to simply as ISOC's policy fellows programme)
  gives policy experts an opportunity to interact directly with the
  IETF technical community.

  [RFC4303] https://www.rfc-editor.org/rfc/rfc4303.txt

  [LS1220]  https://datatracker.ietf.org/liaison/1220/

We can the following text to the "Financial and Administrative
Relationship with ISOC" Section, after the first paragraph:

  The IETF LCC establishes contracts with third parties to provide
  different types of services to the IETF. Note that it is possible
  that some of those services are provided by ISOC and involve ISOC
  staff.

Cheers,

Gonzalo

---

From: Alissa Cooper <[email-masked]>
Date: Mon, 10 Dec 2018 09:33:46 -0500

Hi Gonzalo,

> On Dec 10, 2018, at 6:10 AM, Gonzalo Camarillo <[email-masked]> wrote:
> 
> Hi Alissa,
> 

I am ok with this. The example definitely illustrates the point. However, I also wonder whether any of the claims in the paragraph above are subject to some debate (i.e., presumably there are some people somewhere who don’t believe there would have been confusion in the marketplace). Do we gain much by opening that up in this document? I’m fine either way, but wanted to ask.

>  that some of those services are provided by ISOC and involve ISOC

All of the above looks good to me.

Thanks,
Alissa

---

From: "Livingood, Jason" <[email-masked]>
Date: Mon, 10 Dec 2018 17:37:27 +0000

Ok -- so to de-emphasize the tax-related stuff maybe this updated text may be better - striking the last sentence on tax status?

NEW NEW TEXT
"The IETF LLC was created as a subsidiary of ISOC. Specifically, the
board."

    

    Regards,
    
    _______________________________________________
    iasa20 mailing list
    [email-masked]
    https://www.ietf.org/mailman/listinfo/iasa20

---

From: "John R Levine" <[email-masked]>
Date: 10 Dec 2018 12:44:17 -0500

> Ok -- so to de-emphasize the tax-related stuff maybe this updated text may be better - striking the last sentence on tax status?

That's what I would suggest.  The important thing about the LLC is that 
it's a separate legal entity with its own management and accounts.  The 
disregarded tax thing just avoids the hassle of IETF having to get its own 
tax exemption like PIR, which is a corporation rather than an LLC, did.

R's,
John

Regards,

---

From: Olaf Kolkman <[email-masked]>
Date: Tue, 11 Dec 2018 15:18:03 +0000

Folk,

This works for me.

A suggestion on the text below:

OLD:
    the IETF.

NEW:
	ISOC maintains liaison relationships and memberships in other
    Standards Development Organizations (SDOs) and related organizations,
	which directly benefits the IETF.

MOTIVATION:
Introducing some vagueness with ‘related organizations’ since not all of these groups are formal SDOs. For instance, the representation for the IETF in the European Multi Stakeholder Platform on ICT Standardisation is on the ISOC name-plate (although I might be as confused about this as anybody else). Coincidentally the two people representing the IETF there are ISOC staff members - but that is coincidental, they are IAB appointed volunteers.

Which brings me to my next point. ISOC staff does participate in the standards process, they do so as individual contributors. I think it is important to clarify that in section 4 of the the 00 draft. A suggested phrase: Involvement of ISOC’s employees in the standard process e.g. as document editors, or in leadership positions, is as individual contributors rather than on institutional grounds.

Finally,  I think it would be nice that if in the ‘ISOC also supports the IETF standards process more indirectly’ we add some verbiage about ISOC in its technical work using the standards developed in the IETF as its basis. An example of that is our Deploy360 program, although that does not necessarily need to be mentioned.

—Olaf (as an individual contributor ;-) )

>>>>    Presumably 2031 exists due to particular circumstances of the time (given the references to the Poised WG, etc.). A lot has changed at ISOC and the IETF in the last 22 years, much of which is…

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Olaf M. Kolkman
Internet Society                                     Tweets as: @kolkman
Chief Internet Technology Officer.       https://www.internetsociety.org
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

---

From: Gonzalo Camarillo <[email-masked]>
Date: Wed, 12 Dec 2018 15:16:39 +0000

Hi Alissa,

> I am ok with this. The example definitely illustrates the
> point. However, I also wonder whether any of the claims in the
> paragraph above are subject to some debate (i.e., presumably there
> are some people somewhere who don’t believe there would have been
> confusion in the marketplace). Do we gain much by opening that up in
> this document? I’m fine either way, but wanted to ask

Good point. We do not need to be controversial at all in this
document. What about using a different example and making the text
shorter, as in the proposal below?

  ISOC maintains liaison relationships and memberships in other
  Standards Development Organizations (SDOs) and related
  organizations, which directly benefits the IETF. For example, ISOC
  is a Sector Member of the ITU-T. As a result, ISOC delegates are
  afforded the same rights as other ITU-T Sector Members [RFC6756].

Cheers,

Gonzalo

---

From: Alissa Cooper <[email-masked]>
Date: Wed, 12 Dec 2018 13:37:50 -0800

> On Dec 12, 2018, at 7:16 AM, Gonzalo Camarillo <[email-masked]> wrote:
>> 

LGTM

Thanks,
Alissa

---

From: Gonzalo Camarillo <[email-masked]>
Date: Thu, 13 Dec 2018 14:56:23 +0000

Thanks, Alissa! I have just incorporated this change:

https://github.com/IASA2/RFC-2031-bis/blob/master/draft-ietf-iasa2-rfc2031bis.xml

Cheers,

Gonzalo