Dear colleagues,
I am employed by the Internet Society and Internet Society Foundation
as the CEO. I offer this message as my personal view, but it is
undountedly informed by my professional duties. In any case, it is
not the official position of the Internet Society. (We don't have one
because we believed the matter to have been settled by IASA2.)
I was for part of the period of the IASA2 discussions the IAB chair
and therefore part of the IAOC; and for part of the period of IASA2
implementation the IAOC chair, and for part of the period the CEO of
the Internet Society and so in both cases a member of the IAOC. This
message is long because I didn't have time to write a short one.
On Fri, Jul 01, 2022 at 12:49:50AM -0700, S Moonesamy wrote:
and it was probably a good time to have that discussion. I doubt that
the matter was thoroughly discussed.
I think one could visit the archives and meeting minutes of the IASA2
WG in order to discover whether this was thoroughly discussed. I
would suggest your doubts are not entirely well-founded.
My recollection of the matter is that, during the discussion, there
were effectively three models:
(1) _Status quo_, in which IETF was merely an organized activity
of the Internet Society. This was not generally regarded as
acceptable for the reasons that led to the IASA2 discussions in
the first place, and so was quickly discarded.
(2) A completely independent entity, totally divorced from the
Internet Society.
(3) A disregarded entity, in which the IETF remained formally a
part of the Internet Society and retained the benefits of that,
while developing some independence through a separate board and
some governance rules.
(3) is what we chose. The way this works in law (IANAL, and this is
oversimplified) is that the IETF is a separate legal entity with its
own governance and bylaws, but as a legal matter has exactly one
member (the Internet Society); and, for tax purposes _is_ the Internet
Society. This is why, for instance, the IETF LLC does not have an
independent charitable status determination -- it gets its status
automatically because it is part of the Internet Society. You can
think of IETF LLC as a wholly-owned subsidiary if that makes it easier
to think about, though it's not precisely true because of the nature
of both LLCs and not-for-profit corporations.
There are several practical reasons why (3) was chosen over (2).
Probably most important were these:
• Several formal relationships with other organizations are in
fact relationships with the Internet Society and not
relationships with anything named IETF. There are good reasons
to suppose that changing those formal relationships might be
harder now than when they were set up.
• The IETF gets a great deal of its funding (last year more than
$6 million, plus a lot of money on the table to match
IETF donations too) from the Internet Society. There are good
reasons to suppose that the rest of the Internet Society
community would be more reluctant to share that much money if the
IETF was a completely independent organization.
• The IETF appoints 1/3 of the Internet Society Board of Trustees
in part due to the relationship it has. There isn't any reason
to suppose that a completely dissociated organization would be
able to do that.
• The Internet Society provides a corporate home by which the IETF
is automatically a charity so long as the Internet Society
maintains its charitable status. Becoming a charity is
dependent on the determination of the relevant tax authorities
and is not completely straightforward (and the status could be
denied).
• The Internet Society is implicated in certain parts of the
standards process and nomcom operations, and it would seem
unwise to maintain that implication if the IETF were a
completely separate organization.
As John Levine has pointed out, there is no practical possibility
of the Internet Society reorganizing itself in a different
jurisdiction. It is not easy to move a charity from one jurisdiction
to another and, as a general matter, one finds that the financial
assets of the charity can often be trapped in the "old" jurisdiction.
This is particularly the case for the Internet Society, because a
substantial amount of our revenue comes from Public Interest Registry,
which is a supporting organization of the Internet Society under the
US tax code. Supporting organizations only exist for the support of
the supported organization, so if the Internet Society were to move
outside the US then Public Interest Registry would cease to exist.
Since any change of the corporate status of a contracted party to
ICANN is subject to ICANN approval (some of you may remember some
recent events in which that proved important), there is no reason to
suppose that the revenues currently available from Public Interest
Registry would remain available to the Internet Society under some new
jurisdiction.
Now, the only way for IETF LLC to set itself up in some non-US
jurisdiction would be to ditch (3) and go for (2). If the IETF wanted
to do that, the Internet Society would of course co-operate; but
nobody should assume that all the advantages that currently accrue to
the IETF LLC will remain in place after such a change. It would
involve convincing other parts of the Internet Society community
(many of whom have little interest in the IETF) that each advantage
should persist, and some of the advantages wouldn't be available at
all. Nevertheless, if the community decided to start up the IASA3
working group, the Internet Society would surely participate. I think
it is worth asking whether such an effort would be worth the risks;
or the cost in terms of time, attention, and lawyers' bills.
Best regards,
A
--
Andrew Sullivan
ajs@xxxxxxxxxxxxxxxxxx
