Minutes IETF100: iasa20
minutes-100-iasa20-02

ÿþIASA 2.0
IETF 100
Chair: Jon Peterson
Scribe: Martin Thomson
Jabber Scribe: Rich Salz

# Brian Haberman Presents dt report

what administrative arrangement best
supports the IETF going forward? 
outline of issues: clarity, resources,
transparency, funding and operational
model mismatch  outline of goals 
Transition options  IASA++ ISOC
Subsidiary Independent Organization  #
Jari Arkko provides an update on the
discussion thus far  Feedback on a
range of topics, starting with the
three options, then ISOC relationship,
financial matters, staffing, the role
of the trust  Suggested path: pick an
option of the three presented, then
work on the details  # Leslie Daigle on
the inter-organizational challenges   
John Levine: (long list of
qualifications) please figure out what
the administrative structure is going
to be, a subsidiary can be very much
independent of ISOC, but we will expect
that ISOC will continue to fund the
IETF - there are few sources of so much
money with so few strings attached 
Leslie: we need need to draw the line
between IASA++ and subsidiary  John: we
need enough structural separation so
that Kathy doesn't have to continue
signing all those contracts  Tobias G:
we have sponsorships for IETF and ISOC
and those all go to ISOC, and there has
been a lot of confusion, this is an
important consideration, perhaps the
top for me.  We can handle all of these
things.  It might be difficult to
address individual things, but we're
not in crisis.  The bulk of the items
in total is why we are doing this. 
Jari: We have a working system, but we
are asking if we can improve.  Wendy S:
W3C is also not a legal entity and are
struggling in similar ways.  Looking at
these options, I see a lot of things
that work as they are.  There wasn't a
lot about institutional momentum that
comes with creating an independent
organization.  Prefers IASA+.  Leslie:
are you concerned that the org would
gain a life of its own  Wendy: yes, and
not through malice, but as a result of
its existence  Jon: how do you see that
being different with ISOC?  Wendy: I
see that as less pronounced with ISOC 
Jari: that is one of the
consequences.  I prefer having greater
control, over reducing the layers. 
Ted: In response to John's "All of this
will fall out into a legal
structure".  This could be structured
around clear delineation of
responsibilities for business
units.  Except the funding issue.
Clarifying the business units doesn't
help with the external funding
sources.  A structure that makes the
branding enough different
(something).  The amount of funding and
staff we need should not change
significantly.  We should be careful to
avoid substituting staff energy for the
technical contributions of the
community would be bad.  Brian
Carpenter: It's all my fault.  Assuming
we make a new org - which took a year
last time - this is going to take a
long time.  I suggest once the analysis
is agreed, splitting into two problems.
Things that the IAOC can fix in its
current form and just have the IAOC fix
them.  And the rest.  Then run the two
operations in parallel.  We have the
opportunity to do some things soon to
fix the problems.  Leslie: It will be
easier to do that with a sense of where
the community wants to land.  Andrew
Sullivan: Agree.  And disagree with
Brian.  I don't think that we agree on
the fundamental problem.  These costs
are being paid right now, but they are
externalized.  We can't
fundraise.  ISOC pays for
communications and other things.  The
bureaucracy exists, but someone else is
in control of that.  ISOC has thus far
been benevolent and supportive, but the
question is whether we want to be
grown-ups and do this, or are we going
to continue to be wards of ISOC.  We
need to make that decision.  Leslie: In
the last few years we have been
attempting to capture ISOC expenses and
taking responsibility about these
things.  Joe Abley: People have pointed
out that the call from ISOC has been
awkward in the past.  That ambiguity is
an older problem.  It's good to know
that it's considered important.  Jari:
if we have a clear organization, we're
just moving money around, but if the
organization is complicated you can pay
costs.  Ekr: Happy to hear that there
is no more cold-calling.  I was
confused as a donor about why I was
negotiating with ISOC about this.  But
I had another point.  Staff capture.  I
am concerned about this.  I don't see
us avoiding this.  ISOC employ
technical staff.  If the administrative
org is chartered to be administrative,
then that works. I have never had to
argue with Alexa about TLS, but I have
argued with ISOC people.  Pete Resnick:
Missed things: ISOC has an appeal
process etc...  Not hard to deal with,
but add it to the list.  The way that I
sell my employer on the IETF is to have
them become a member of ISOC.  They
think that membership is important.  We
still want to be able to say that an
ISOC membership is a way to support the
IETF.  Q: Is ISOC decided?  Does ISOC
have an opinion?  Gonzalo Camarillo: We
made it clear that we support whatever
happens here, we have allocated $1M for
this process, but the decision is an
IETF decision.  I don't think that it
would be a good idea for ISOC to
express an opinion here.  ISOC is
committed to supporting the IETF no
matter the outcome.  Sean Turner:
People are asking whether the ISOC is
kicking the IETF out.  Which is
crazy.  Personally, I think that it
makes more sense to professionalize the
organization.  The IETF has grown up
over the years and needs to continue to
do that.  It makes sense to have a
little more control.  I'm more in the
middle of the spectrum from 1 to 3,
more like a 2 (subsidiary).  The
confusion about identity on sponsorship
still as well.  Leslie: plug for her
retrospective draft  Jonne S: I was
part of the first IAOC.  The new doc is
much more mature now.  We need a change
after 10 years.  Things like this can
be done as different business
units.  ISOC is tiny.  ISOC can be made
flexible enough to support the
IETF.  We can also manage a subsidiary.
All are possible.  Having a separate
budget can be done within ISOC or
not.  The first and second I would
support, but the third (full
independence) opens a whole number of
questions I don't think we want to
handle.  Such as jurisdiction.  Too
complex.  The confusion issue with
sponsors is more about execution. 
Tobias: ISOC is always helpful and
generous.  Am I a member of IETF or
ISOC?  ISOC has a different
mission.  That creates different
motivations for sponsors of the two
organizations.  If I donate to ISOC, it
all ends up in the ISOC budget. 
Gonzalo: As a global host.  We can make
this work, but it was problematic.  Now
it kind of works.  But setting it up
was difficult. We were already a member
of ISOC, so it wasn't clear.  ISOC has
three separate budgets for its three
initiatives.  But only platinum members
can earmark money for specific goals,
we could fix that.  Having more clarity
would be helpful.  Barry Leiba:  Huawei
understands how this is setup.  We will
continue to support the IETF either
way.  The structure isn't relevant to
us. We got here because ISOC grew.  If
we create a structure, we need to
ensure that we don't also grow. 
???Cisco: As a host, I'm
optimistic.  There are three things
clarity, consistency and
channeling.  We give money to ISOC for
third world nations, we do a lot for
hosting IETF and hackathons.  We want
to be able to channel money to
particular goals so that we can
understand how our investments are
being spent.  How we get the money and
direct it is difficult.  Richard
Barnes: I want to push back on this
business unit idea.  It can have some
effect, but it won't help ensure the
IETF control over these administrative
functions.  As long as ISOC employs
people, ultimate decision-making
capability is not with the community. 
Glenn Deen: We are platinum members of
ISOC, and that is distinct from the
IETF as a global sponsor.  There are
two line items on my budget.
Simplifying this has a lot of benefits
from a funding perspective,
particularly for new donors.  Figure
out the problems and your goal first. 
Alissa Cooper:  It's great that Cisco
and Ericsson have worked out the
difference between ISOC and IETF.  I
have spent a shocking amount of time on
sponsorship issues.  And there is an
additional barrier at the start of
these conversations.  In response to
Joe (Abley), the changes and
improvements came about because Leslie
and Ray and I spent the time to find
Joe so that he could help with that
work.  These were only baby
steps.  That work wasn't accounted for
in the current administrative
structure.  Ted: In all of these
options, we cease to be a ward of ISOC.
Some of these are more of a
partnership.  In IASA++, this is two
partners.  In the subsidiary
relationship, the same applies.  There
is a lot of talk of ISOC and IETF as
two separate entities, and we haven't
internalized the fact that they are the
same entity.  We should work with ISOC
to find which of these options works
best for THEM.  It's clearer if we go
to something like a subsidiary model.  
In any of these, we need to understand
that it requires a reorganization of
ISOC as part of this.  Jonne: I think
that I agree with Ted.  It's how the
IETF wants to adminster and how ISOC is
involved.  We will have to step
up.  There is a model where we can be
more effective.  Once we have that
model, we can see how the legal
structure best fits.  Linux Foundation
has a range of organizational
structures with greater
independence.  How we organize is a
minor point.  Jon: Is there any
condition that makes the line between
IASA++ and subsidiary critical?  Jonne:
A legal entity or not makes little
difference on these things. To be
honest I don't care.  Leslie: We have
so far articulated the stresses and
straings.  Do people have allergic
reactions to particular outcomes on
this continuum?  Brian Carpenter: The
essential characteristic of the new
model is oversight.  We have got to
up-level where we put our stakeholder
effort.  We need to oversee what is
going on.  We didn't implement that
part of BCP 101.  We need to get to
that position where the oversight is
being performed as oversight and the
work is being performed as work and the
two don't get mixed up as they seem to
be.  Jari: Some of the examples do
point to some things being easier with
a clearer organizational boundary. 
Lucy Lynch: The weakest parts of this
proposal are the oversight and
professionalization parts of
this.  Both of which aren't clearly
understood.  Fixing the overloading of
the relationship around contracting and
funding changes the culture.  That can
be distancing. The first two models can
work.  The third model presents more
challenges.  Andrew: I want to poke at
the business model analogy, which is in
part incorrect.  A line of business
approach doesn't have a way to address
some of the legal problems.  We don't
have a legal relationship between the
IAOC and the organization we would want
it to be responsible to.  Maybe there
are scary parts of this, but the legal
relationship is an important part of
the consideration.  Some of these are
not possible unless you set up legal
distinctions that we just don't have. 
Tobias: "ward" is a bad
word.  IETF/IAOC was generally in
control when it comes to discussions. 
Bob Hinden: I have been a chair of the
IAOC and the chair of the ISOC Board of
Trustee at different times.  The
interface needs to be a lot clearer
defined.  There has been friction in
recent times.  On the spectrum, I don't
see how we get to independent.  We
would be dependent on ISOC for funding
anyway.  We are probably looking for
something between IASA++ and a
subsidiary. Maybe "supporting
organization" is a better word.  When
you have to file your own tax return,
that's when there is a difference.  It
seems to me that if we want to become
more independent, then leadership is
going to spend even more time on
funding.  I don't think that you can
have staff that have the same concerns
as our leadership groups.  I think that
we should do as a little as
possible.  I don't know if that is
IASA++ or a subsidiary.  Barry: I
largely agree with Bob.  There are lots
of oddities.  Let's do whatever we need
to do to fix these problems, but
minimize the changes we make.  I lean
toward IASA++ and way away from
complete separation.  Jari: The
question is how we organize so that we
can operate most efficiently.  The
trade-off is the cost of a re-org vs.
the long-term costs of living with
inefficiencies.  Gonzalo: ISOC's
technical work gets a lot of
credibility as the home of the
IETF.  Often that work is promotion of
IETF activities.  We need to be clear
about the relationship.  Some of the
problems with the channeling of money
are not going away as a result of the
choices we make here.  You aren't going
to solve the problems with routing of
money entirely.  Leslie: From a
visibility perspective, there are
differences.  Kathy: This relationship
is healthy.  The IETF is a
partner.  It's been a good
experience.  We won't lose that.  1.
there is a governance issue that is a
legal issue, ISOC has legal and
fiduciary responsibility, I need to
worry about these things as CEO; the
way we are setup, ISOC is legally
responsible for many things, but we
have little control over some of these
things.  We have many policies. None of
those policies don't apply to the IETF
- I don't think- and there is a lack of
clarity.  There's a layer of ...stuff
here that needs to be cleared up.  You
could do this and make it horrible, but
you can guard against that.  We should
keep the culture and sort out the
governance issues to remove the doubt
about this stuff.  Questions like
signing authority are easy in a
subsidiary.  I know that I'm not
supposed to have a point of view, but I
would hate the independence option. 
Sean Turner: supporting organizations
is what we are really talking about,
and there are three types.  We should
consult with a lawyer if we go there. 
ekr: I've seen a lot of beauty
contests.  I expected a hum.  I get the
impression that we already agree to be
somewhere in the general area of having
some legal distinction, but still
largely related.  Suggest that we have
a group go out and work with that remit
and come back with a more detailed
plan.  Can we hum on that plan?  Lucy:
That is fine, it doesn't deal with the
structure of the IAOC, cultural,
staffing, overloading issues.  It's
only a piece of the problem.  # Alissa
Cooper on humming  chicken-and-egg -
there are some things that these
choices make possible that others do
not.  Want some hums so that we can
make progress.  Intend to have a
working group charter drafted based on
the conclusions we come to here.  1. do
you have enough information?  strong
for, some against - rough consensus for
 2. IASA++ hums, subsidiary hums,
independent none, none of the above
some - loudest hum for subsidiary, some
for IASA++, almost none for
independent, some for none of the above
 Lucy: from the discussion, there is
greater clarity, but that is only one
component of IASA 2.0.  We only have
enough information on renegotiating the
relationship, not on the entire piece. 
Pete: If we can pick IASA++ and have
legal authority/autonomy, which I heard
from Kathy is impossible in that model,
?????  I we can't have lega
independence AND IASA++ are people
still happy with IASA++?  Alissa: do we
have to do some more work?  Pete:
maybe...  scribe lost track here 
Leslie: A next step here is to
understand the ISOC perspective better.
We shouldn't rathole on the
IASA++/subsidiary distinction.  We need
to explore more.  See this as necessary
but not sufficient, to Lucy's point. 
Alissa: Can people speak to process:
that is, some small number of people
going to ISOC and working out
requirements and details of options 
Harald Alvestrand: Humming is great for
taking options off the table and
independence is clearly off the
table.  The question here is which
lawyers you call for advice.  We have a
mandate for exploring more about
subsidiary, but keeping IASA++ in mind
in case that doesn't work.  I'm happy
to see that we have a way forward. 
Stephen Farrell: Agree with
Lucy.  There are bunch of things we
should also be working on in
parallel.  I don't think that we need
to sort this out before we work on
those other things.  Alissa: I disagree
with Lucy.  I think that these issues
are all intimately related.  And we
might look at all these issues across
the spectrum between the two options. 
Lucy: I would like to see all the
things considered.  Stephen: there is a
whole set of problems on which you can
still work on.  Ted: We should not wait
until we get a long way down any path
before we charter.  That helps us get
community buy-in.  I would write a
charter as an ISOC supporting
organization (maybe check with a lawyer
on that).  ekr: second what Harald
said.  We don't want to have another
suite of options.  I think that we
heard a general direction and we should
give people that direction to
explore.  Let us try to make a thing
work, and keep the alternative in
reserve.  Sean: I think that we have a
path forward.  I can find a lawyer.
That's easy.  I think that we can do
this in a reasonable time-frame. 
Jonne: We have a clearer path
forward.  I would want to charter a
working group to work on the governance
model.  Out of that we can work out
whether IASA++/SO is better.  We could
even ask the lawyers to propose a
structure.  I think that we should
instead take the governance model to
the lawyers to implement.  Alissa: give
us an example?  Jonne: (gives an
example)  start from requirements 
Sean: giving money to lawyers ensures
that it gets spent.  We need to be
clear.  Lawyers will run tests to
ensure that we meet the criteria for
the different supporting organization
types.  Gonzalo: build momentum, use
the charter to do that.  We can
expedite some of this.  Harald: these
two options are mutually exclusive, but
we have to choose: we have a subsidiary
or not.  We can mangle things so that
one looks more like the other.  Please
just choose.  Portia: the legal
question means that the subsidiary
question is important  Alissa: next
steps are unclear.  We will kick off
some coordination with ISOC.  We should
get better clarity about the
options.  We aren't there regarding a
focused charter just yet, but we might
get one to kick around on the list. 
Jon: We should at least get through the
options as Sean described.  As a next
step we can explore the options more as
Sean says.