Subject: [Iasa20] Raw minutes

From: Martin Thomson <[email-masked]>
Date: Tue, 14 Nov 2017 11:57:46 +0800

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

# Brian Haberman Presents dt report

what administrative arrngement 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.

---

From: Michael Richardson <[email-masked]>
Date: Tue, 14 Nov 2017 13:49:43 -0500

Thanks for the very detailed minutes.

I had to be in another room to present, but since I was remote, thanks to the
magic of meetecho, I listened to a lot of the session.

It seems that a significant amount of the grief is that we don't have a
bank account that accepts checques that say "IETF" on them.
I'm sure that this is easily solvable without creating new legal entities.
(In Ontario, Canada, I can pay $55 at the mall to register my "Operating As"
name at a machine that is often mistaken for an ATM.  I'm sure that such
concepts exist elsewhere)

My observation as a non-voting member of the IAOC finance sub-cmte is that
IAOC was already moving in the direction of IASA++, even before we started
this conversation. (probably due to the same initial spark)

I've heard lots of comments about "friction", and it really seems like
something that few want to actually be specific about.

Since the "ward" analogy has come up, my impression is that we
have been young teenagers who have lived care-free for some time, and now
that we are 20-something, we want to stay out late and manage our own money.

One option is to move out (and file our own tax return!).

But my impression is that ISOC was created in great part so that the IETF
wouldn't have to do that.  That we essentially had the most of the ISOC board
(all?) in the room for IASA20, and that it's open to anything at all suggests
to me that this is not like the conflict between a ward and it's parent(s).

To stay with the batman/robin example: this is not about Dick Grayson leaving
Wayne Manor.    Rather, this is about Superman and Batman realizing that
somebody has to clean the Hall of Justice.

--
Michael Richardson <[email-masked]>, Sandelman Software Works
 -= IPv6 IoT consulting =-

---

From: Matthew Ford <[email-masked]>
Date: Wed, 15 Nov 2017 11:48:05 +0800

> On 15 Nov 2017, at 02:49, Michael Richardson <[email-masked]> wrote:
> 
> ISOC was created in great part so that the IETF
> wouldn't have to [be an independent organisation]

It would be helpful, to me at least, to get some insight into the extent to which that is a true statement. Maybe someone in a position to do so could ask Vint?

Assuming it is true, what were the concerns then, and to what extent are they no longer relevant in the various models being proposed for IASA2.0?

Mat

---

From: Ted Hardie <[email-masked]>
Date: Wed, 15 Nov 2017 12:32:01 +0800

On Wed, Nov 15, 2017 at 11:48 AM, Matthew Ford <[email-masked]> wrote:

> It would be helpful, to me at least, to get some insight into the extent
> to which that is a true statement. Maybe someone in a position to do so
> could ask Vint?
>
>
It's covered in http://ethw.org/Oral-History:Vinton_Cerf

In the transcript, see the section at the end of "Corporation for National
Research Initiatives and a self-supporting Internet" and the beginning of "The
Internet Society, return to MCI".

> Assuming it is true, what were the concerns then, and to what extent are
> they no longer relevant in the various models being proposed for IASA2.0?
>
>
I think Vint is on his way to Antarctica, but you're welcome to send email
if you need more clarification.

regards,

Ted

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

---

From: Brian E Carpenter <[email-masked]>
Date: Wed, 15 Nov 2017 17:34:16 +1300

> It would be helpful, to me at least, to get some insight into the extent to which that is a true statement. Maybe someone in a position to do so could ask Vint?

Speaking as an ISOC pioneer member from 1992, I believe that this
is a true statement. ("in great part" != "only"; there were other
goals too.)

> Assuming it is true, what were the concerns then, and to what extent are they no longer relevant in the various models being proposed for IASA2.0?

I wasn't involved in those discussions, but from what I heard starting 
in late 1992 at my first IETF (#25), the idea was to avoid loading the
IETF with all the concerns of creation and governance of a formal
organization, and at the same time give corporations, formal standards
organizations and governments an entity they felt able to deal with.
Thus the IETF Chair (Phill Gross) and the IESG could focus on cat
herding and the technical work.

This is why option 3, which we dumped yesterday, was very scary
since it amounted to creating a new instance of ISOC.

IASA as it was set up in 2005 was aimed at fixing various problems
that the 1992 reorganization didn't address. And they are documented:
https://tools.ietf.org/html/rfc3716. It took a year's hard slog after
that to publish RFC 4071 and hire the first IAD, and some months
longer to establish a clear contract for the Secretariat, create the
IETF Trust, and transfer the relevant IPR to the Trust.

IMHO, YMMV, etc.
    Brian

---

From: Bob Hinden <[email-masked]>
Date: Wed, 15 Nov 2017 13:01:22 +0800

Brian,

> On Nov 15, 2017, at 12:34 PM, Brian E Carpenter <[email-masked]> wrote:
> 

As another ISOC pioneer member from 1992, I agree.  One of the reasons ISOC was formed was to support the IETF, but it wasn’t the only reason.  More importunately, ISOC has supported the IETF since then, and as far as I can tell wants to continue to support the IETF in the future.

Bob