Minutes IETF101: iasa20

Meeting Minutes IASA 2.0 (iasa20) WG
Title Minutes IETF101: iasa20
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Last updated 2018-03-21

Meeting Minutes

   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

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

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.

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

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

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

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

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?

    a) Form an ISOC subsidiary?

    many hums

    b) Do not form an ISOC subsidiary?

                 no apparent hums

    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

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"

    a) Supporting Type I   (some)
    b) Disregarded LLC   (lounder --- chair says consensus)

Alissa does git push.

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.