IASA 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 different chair 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.