IASA 2.0 meeting IETF 101 - March 20 Notetaker: Michael Richardson Started at 13:37 in the Viscount Suite 1. Starting with Jason Livingood. "The story so far" DT recommends option 3: Disregarded LLC. Slide with chart from: https://www.ietf.org/mail-archive/web/iasa20/current/msg00380.html Next slide is diagram from: https://www.ietf.org/mail-archive/web/iasa20/current/msg00307.html                                                                  https://ipv.sx/iasa2.0/IASA-Strawman.pdf                                                                   Proposed structure has 5 member board (less than current IAOC). Lou Berger says default transparency is awesome.  (Lou is a nomcom appointed IAOC member) You mentioned hotel contract negotiation.  Other organizations do disclose everything, and there is a measurable cost in the hotel costs. The IEEE publishes all the contracts, and so there is an existence proof of doing this. Ted Hardie clarifies some details.  To clarify that this was an exercise, not a concrete (stake in the ground) proposal. Ted disagrees with the Disregarded LLC suggestion, in each there is a sole member. In the type 1 case, they can appoint the majority of the board.  In the disregarded LLC, ISOC retains the rights to appoint the whole board. Harald: on the matter of board size.  Go for psychology, and disregard everything else. Larger boards try to do more.  The chances for someone to want to do more is larger, and everyone wants to keep up. "I like the 5 member board, as they fit in a car." Q: Are you worried about quorum: 2 people get sick? Harald: no opinion. EKR: clearly 7 is the median number, and what you want us to pick. A proponent of having some of the board self-appointed. Our current appointed list is lacking in the "business business" experience. Maybe another mechanism would work vs self-selecting. Sean Turner: +1 on previous comments. Alissa Cooper: Ted, is not about the composition of the board, but rather the difference between Type 1 and LLC. What goes into the operating agreement is limited by the tax status considerations.  Type 1 can not put in delegation into an operating agreement. In the LLC it can, which allows ISOC to have a kill switch.     https://www.ietf.org/mail-archive/web/iasa20/current/msg00347.html      Joel: we need to know what we need the board to do for us before we know who can do it, or how to structure.         In other organizations there is staff capture, and there isn't enough feedback to the members.         This will happen with even the best of the board. John Levine: not speaking in his capacity of ISOC corporate secretary.         Want to echo what Joel said. It's really important to avoid a board that has it's fingers in everything.         Hav e to have enough sense that they are an oversight board, and should have to meet more than 3-4 times/year.         If there was a problem that was so bad that ISOC had to override the board, then ISOC would just turn off the money.         (Plus a joke about the Note Well)          Jonas: in the IAOC there have been two sides: the Tribal/community side, and then the oversight of money and contracts.        Have to make sure that these two are in-line.        There is a high-level guidance role, but this is probably strategy.        For instance, are we trying to get as many people as possible to the meeting, or to get the best technical people to the meeting?        If it does not work, then maybe we need to revise it in a few years, it shouldn't be that difficult to change. Question about if the IAO ED is part of the board, and the decision making, process, or if they just work for the board. Jonas says he has no specific idea about which way to do this. 
 Barry: what prompted me to get up was the exchange between Ted and EKR. The nomcom can pick people who are not nomcom-eligible.  We might want to put some text in that reminds nomcom of that. 
 Harald: if one nomcom does a poor job and picks a person that does not work, then that body may function poorly. EKR points out that you need two passes. Some explanation of what ex-officio means: it means that the person is there as a result of their position, not their person. On to: proposed strawman: draft-hall-iasa20-struct discussion about Advisory Council...  EKR says he put this in the original document. People were worried that it would cut the board off from feedback. My goals were exactly the opposite: to provide where the feedback could not be ignored. Andrew Sullivan: (now IAOC chair... but not speaking in this role). We expect the IAOC to represent the community, but when they get it wrong, we put them on a panel and yell at them. The idea of the AC is to make the loop shorter/tighter. The mechanism here is to select a bunch of people to provide an earlier check. Reduce the tendancy of the new board to try to do the work. This is because the IAOC always feels like they have to do the work, or they will be told they did not do it properly. Leslie Daigle: comfortable with losing the AC. Every body created needs to find it's purpose, and the purpose it finds may not be the right one. Right now, for the IAOC, everytime it wants to consult the community, the only vehicle is via the IETF Chair. Bob Hinden: not supportive of the AC as written. Couldn't figure out what it does. Another question, can not tell in this model who makes any decisions? Does the staff decide upon on a venue?  On a new activity?  Is it the board? Clearly by approving a budget the board is agreeing to what the activity is. Is the IETF going to continue to be a volunteer vs staff run entity?  So would rather the board make decisions, but does not want the board to do the work, like the IAOC. Q: is it between board/staff, or board/staff/WG/mtgvenue issue? A: did not say where the decisions are in the diagram. Christian Huitema: repeat what Bob said.  Structure in graph is very complicated, so one fewer box would be better. Elliot Lear: 1) things aren't that broken from my point of view.  take our time, and allow for exploration about our assumptions. 2) as someone who was around at the time nomcom was created, was to avoid organizational (enterprise) capture of the standards making process.  That concern may not apply to the IAO.  We could allow people to vote directly if we wanted to  without affecting the standards making activity. 3) as we form all these structures, it would be useful to keep the term "IASA" stable.  Let's not lose that identifier.  We just went through mtgvenue to rip away all the things that could go away.  IASA was supposed to be the stable name. AC: Joe and Jason's draft proposes some specific answers to the questions as to what decisions the board does.  The staff have all of the other operational responsability. Happy to have the AC go away. There are a couple of things between staff and the community where the staff need a gut check... a recent question was... what was the list of cities to ask the community for feedback. My idea for the AC was to take some of the things that IAOC was doing which it should not be doing, and put that stuff somewhere. Ted: (too many dots).  Having only the IETF Chair as the conduit between the board and the staff and the community.  That is too small a conduit. What you were looking for was a method for consultation, but you created a board instead.  Am willing to lose the AC, but not willing to lose the consultation.  Think through what the set of mechanisms are, because not every activity can use the same mechanism.  Some activities have the IESG or WG Chairs are "customers", and it's obvious who to ask. But for other things, it is not clear.    The concern people have with the AC, is that it looks like it is replacing the other mechansims.   Just acknowledge that we need to build those mechanisms, even if they aren't done yet. Harald: happy to see the feeling of the room that the AC goes.  If AC says something to staff and Board says something different, who will staff listen to?  It has to be the board.  I like the idea of "create a WG", because the WG has no selection mechanism. Leslie: in order to avoid staff capture we have to have 1) expectation of community engagement, 2) a clear way to provide feedback to the board about ED/etc. behaviour. Ray: When the IAOC first starting meeting, it met twice a month, and there was a great deal of work.  Then they started created committees, and the feedback would come to the IAOC. The issue has often been whether the IAOC or the IETF Chair or .... owns the issue and owns the decision. In comes the recommendations from the community to the ED that IETF xxx should be in YYY... and then the ED makes the decision. Slide about NON-US Jurisdictions:     Michael clarified that the question was, of the four possibilities, where there any advantages or disadvantages when we get to creating non-US entities?           Alissa: do any of the options have rough consensus?  If that was the case, then we could charter the WG with that choice. The WG would not do the legal work, that would happen outside, but the IETF work to update the BCP101+ suite. Slide: Decisions Ted Hardie: the conversation has been very useful, but the reasons for chosing type 1 have not really come up. Did not know it was going to be a bakeoff.  Thought that this decision would be the first item for the WG. The type I supporting Org requires that you have to get your own 501(c3) certification.  But, getting the 501(c3) is a good activity.: good relationship with IRS.  That you are in purpose and effect.   I believe that there is a difference in how many checks come in.  The pain of doing this, is a one time pain... but there are ongoing smaller pains.  There are compensations that we did not explore today. Kathy: Congradulations... I think this conversation has moved along very well. ISOC did a bunch of work on understanding the options.  Either Type I or disregarded LLC.   Either one gives the IETF a legal presence (apart from ISOC).  Each one has some pieces that still connect us to ISOC.  We were birthed together.  ISOC gets real value from being associated with the IETF. The big issue seems to be the control issue with the board.... "In no circumstance can the ISOC delegate the entire board power to another entity". If that is the friction we are trying to address, then the LLC works best. While doing the 501(3c) might be good, we can put that in our bylaws.  It's the operating agreement is where things are key. What ISOC needs to know is: what governance issues remain, and how does the money flow? And then the org-chart within the new structure is our business. If we decide now, we move ahead.  A big step, and will build momentum for the future. Desiree M: not speaking as an ISOC board... As an European, they have seen "ietf.org", and now "ietf llc", and might think commercial. Brad Bridle: new legal council for the IETF.   The organization as a legal name will be IETF LLC, but we can do a DBA to "IETF" or "IETF.ORG".  I'm a fan of the disregarded LLC model. There are ongoing compliance requirements for 501(c3), like registering in every state. Leverage the ISOC work here. Does give the liability limitation for ISOC, and still takes advantage of all the structure the ISOC has created. The operating agreement of an LLC is an amazing document.  It can say exactly what we want it say. The supporting Org model locks us into a more corporate model. Increasing precedent in fiscal sponsorship for non-profits.  Increasing we are seeing it in the standards space... including JDF and Linux Foundation projects. Bob Hinden: I don't feel that I can really choose.  What I can choose is to form an "ISOC Subsidiary" and leave the detail choice to the WG. Martin: what more do you need before you can decide? Ted: there are some benefits and works of the Type I, so maybe we go to sponsors and ask them? QUESTION 1:       a) Form an ISOC subsidiary?          many hums          b) Do not form an ISOC subsidiary?    no apparent hums 
 QUESTION 2:     a) do you have enough info?   (slightly louder)     b) still need info?  (definitely some people)      Gonzalo: does not care about Type I  or LLC. Irrelevant.  (Ericsson) Livingstone: ditto. (comcast) Cullen: totally fine with LLC (Cisco) Bob Hinden: but the question needs to go to those who haven't written checques. mcr: can we ask the sponship person? AC: he just started *TODAY* EKR: Anxious to be done.  Alude to Randy's magic box that we might take apart.  "This looks sane, let's do what they say" Jari: been involved in fundraising process... Talked to many who were interested in funding, but in the end did not.  The question about exact tax status did not come up. They were interested that the money went directly to IETF. Experts have provided opinions, let's take that opinion and run with that. Elliot: let's take our time and do it right.... don't break anything.  But if we are ready, we are ready.  Be absolutely crystal clear about why we are doing what we are doing.  Documents are dense.  2) where we draw the line with other organizations.  Other organizations (e.g. ITU) ask us, "what is your address, and how do I register you?"... what is the line drawn around? The ISOC? The IETF? The IAOC? The IAO? TedH: 1) org member/represent for ISOC.  Qualcomm, Panasonic and Google... in each case this detail would have mattered.  (engineers down to the core) 2) many of the relationships with places like ITU, would be hard to move, let's not mess them up. 3) ... "take a hum" QUESTION 3:     a) Supporting Type I   (some)     b) Disregarded LLC   (lounder --- chair says consensus)   Alissa does git push.    https://github.com/coopdanger/iasa2-charter/blob/master/iasa2-charter.txt TedH: will we publish the legal documents into an RFC?  such as an appendix to the update to BCP101? AC: what is the utility? TedH: the RFCs are our archival format, and having the bylaws archived there has utility. just asks that we not forbid it.