Hi All,
Here are my last call comments on draft-ietf-iasa-bcp-02.txt.
I have included enough context that I hope you will be able to understand where my comments apply. If not, just ask. My comments are marked with '>>' in-line below. I am afraid that this is quite a long list. In my opinion, it is a bit premature to send this document to IETF LC.
In addition to the issues I've listed below, I think that all of the open issues should be resolved and that section removed before forwarding the document to the IESG for approval.
Margaret
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General Comment: I think that we should include specific openness requirements for the IAOC here. There seems to be agreement that the IAOC should, at least, maintain a web site and publish minutes of all discussions (with the exception of personnel issue or sensitive negotiations).
This document does not affect the ISOC-IETF working relationship as it relates to standards development or the communication of technical advice relevant to the policy and educational goals of ISOC.
I'd cite RFCs 2026 and 2048 as references here.
1.3 Open Issues
There are a large number of fundamental issues still open in this draft. IMO, it is not ready for LC, as it will likely change substantially to address these issues.
The following entry is of particular concern in this regard:
o When do we do a check with accountants and legal advisors? Can that be done during IETF Last Call, or must that happen first?
I assume that someone decided that this could be done during LC? Is it ongoing?
2. The IAD, IAOC and ISOC shall not have any authority over the IETF standards development activities.
Depending on what you mean by "authority over", the above sentence may be false. ISOC already has two roles in the standards process: ratifying standards process documents (see RFC 2028) and handling appeals regarding the fairness of the process (see RFC 2026). This document is not intended to change that part of the relationship, so this sentence be modified to say something like:
2. The IAD and IAC shall not have any authority over the IETF standards development activities, and this document does not confer any new authority or responsibilities to ISOC regarding IETF standards development.
2.5 Effective Date for Commencement of IASA
The procedures in this document shall become operational immediately after this document has been approved by the process defined in BCP 9 [RFC2026] and has been affirmed by a Resolution of agreement by the ISOC Board of Trustees.
Just a minor wording suggestion... Unless "Resolution of agreement" is some type of legal phrase, I'd make the following change:
s/Resolution of agreement by/resolution of/
The ISOC Board has some wording that we use for these cases. We will accept the document and agree to carry out our responsibilities, as described therein. We don't use the words "Reolution of agreement" to describe that, though.
The IASA consists initially of a single full-time ISOC employee, the
I understand what this section is trying to say, but I think We need to talk to ISOC about whether it makes sense for the IAD to be "an officer" (as in, an officer of ISOC with fiduciary responsibilities). Right now, I think our only officers are the President, Treasurer and Secretary. It might be better to replace the term "officer" with a more generic term like "executive" that doesn't have legal ramifications.
IETF Administrative Director (IAD), an officer entitled to act on
Same comment on the word "officer".
behalf of the IASA at the direction of the IAOC. The IAD is likely to draw on financial, legal and administrative support furnished by ISOC support staff or consultants. Costs for ISOC support staff and consultants are allocated based on actual expenses or on some other allocation model determined by consultation between the IAOC and ISOC.
This paragraph triggers a concern, but not one that should be dealt with in this section. We talk here about ISOC support staff costs being allocated to IASA, but I don't think we ever talk about fund raising costs being allocated to IASA. Do you think that we need to say something about that? Or should fund raising costs remain outside of the IASA budget and be deducted before funds are credited to the IASA accounts?
In principle, IETF administrative functions should be outsourced.
I would remove this sentence. We later say that it is the IAOC's job to decide what is outsourced and what isn't, and I am more comfortable with that than with stating this as a general principle.
The IAD is responsible for negotiating and maintaining such contracts, as well as providing any coordination necessary to make sure the IETF administrative support functions are covered properly. The IAOC is accountable for the structure of the IASA and thus decides which functions are to be outsourced. All outsourcing must be via well-defined contracts or equivalent instruments. If any functions are performed in-house, they must be clearly specified and documented with well-defined deliverables, service level agreements, and transparent accounting for the cost of such functions.
I agree with comments that these characteristics should apply to both outsources and in-house functions.
The IAD is responsible for administering the IETF finances, managing a separate financial account for the IASA, and establishing and
"A separate financial account" still sounds like a bank account to me. Maybe:
...managing IASA's financial accounts.. ?
The IAD is responsible for ensuring that all contracts give the IASA and the IETF all rights in data needed to satisfy the principle of data access.
This sentence seems painfully twisted... Is "rights in data" a legal term that means something other than data access rights? If so, what does it mean exactly?
If someone believes that the IAOC has violated the IAOC rules and procedures, he or she can ask the IETF leadership to investigate the matter, using the same procedure as is used for appeals of procedural issues in the IETF, starting with the IESG.
If the IESG, IAB or the ISOC Board of Trustees find that procedures have been violated, they may advise the IAOC, but do not have authority to overturn or change a decision of the IAOC.
As others have pointed out, this is very weak. To avoid situations where the IAB could overrule the IESG and approve a document, a specific exception was added. If we are concerned about specific situations in which it would be problematic for the IESG or IAB ot overrule the IAOC, we could include those as exceptions. I just don't like the idea tht the community has no real recourse other than a recall action if the IAOC makes decisions that the community does not agree with.
The IAOC may also choose to invite liaisons from other groups, but is not required to do so; the IAOC decides whether or not to have a liaison to any particular group. Any such liaisons are non-voting. Responsibility for selecting the individual filling a particular liaison role with the body from which the IAOC has requested the liaison.
This last sentence isn't a sentence. Perhaps:
s/role with/role lies with/ ?
Appointed members of the IAOC serve two year terms. IAOC terms normally end at the first IETF meeting of a year, just as as IAB and IESG terms do.
The members of the IAOC shall select one of its appointed voting members to serve as the chair of the IAOC, with all of the duties and responsibilities normally associated with such a position.
I'd remove everything after the comma. There is no clear concept of what duties and responsibilities would normally be associated with such a position, and you have specific responsibilities and limits listed later.
5.2 IETF Meeting Revenues
Meeting revenues are an important source of funds for IETF functions. The IAD, in consultation with the IAOC, sets the meeting fees as part of the budgeting process. All meeting revenues shall be credited to the appropriate IASA account.
There are at least two models for handling meeting fees. One model would involve having the meeting fees collected by the IETF and having the IETF pay the meeting planning company. Another model would involve the meeting planning company collecting the fees, deducting agreed costs and sending the remainder to the IETF. I am not sure that this paragraph would allow for second arrangement, but I think that arrangement is quite common for meetings and conferences.
ISOC shall create and maintain appropriate structures and programs to coordinate donations intended to support the work of the IETF, and these will include mechanisms for both in-kind and direct contributions to the work supported by IASA. Since ISOC will be the sole entity through whom donations may be made to the work of the IETF, ISOC shall ensure that those programs are not unduly restrictive. For the benefit of individuals, smaller organizations and countries with developing economies, ISOC shall maintain programs that allow for designated donations to the IETF.
Editors' note: Some have suggested we need explicit IETF consensus
on the above. So if you do not agree, please speak up ASAP.It is not clear to me why it would be beneficial for ISOC to maintain programs that would, on an ongoing basis, allow individuals or groups to make small donations that are designated for IETF support. It would cost money and staff time to set-up and administer these small designated donations, and I have not seen any analysis that indicates that this would result in enough additional financial support to warrant the extra costs.
I am not against the idea that ISOC might run some pilot programs to determine if there is more support available for designated IETF programs. But, I don't think it is a good idea to put this type of detailed information about ISOC's fund raising programs in the BCP.
ISOC shall create appropriate administrative structures to coordinate such donations with the IASA.
---I don't understand this sentence. Which donations are "such donations" and in what way do they need to be coordinated with IASA?
The following paragraph seems to jumble together a lot of things, and it doesn't really answer the questions that have been discussed on the IETF list...
Let me take it section by section...
As an initial guideline and in normal operating circumstances, the IASA should have an operating reserve for its activities sufficient to cover 6-months of non-meeting operational expenses, plus twice the recent average for meeting contract guarantees.
In the original document, the indication was that an independent IASA would need to have these reserves, but that the situation would be different in an IASA housed within ISOC... The sense of that seems to have been lost in editing (adding "as an initial guideline" and changing the tense).
However, the IASA shall establish a target for a reserve fund to cover normal operating expenses and meeting expenses in accordance with prudent planning. Rather than having the IASA attempt to build that reserve in its separate accounts, the IASA looks to ISOC to build and provide that operational reserve, through whatever mechanisms ISOC deems appropriate: line of credit, financial reserves, meeting cancellation insurance, and so forth.
IMO, ISOC and IASA need to work together to determine what sort of reserves are needed and what form they should take. You seem to be saying that the IAOC will determine the amount and ISOC will determine the form, which doesn't really make sense to me.
Such funds shall be held in reserve for use by IASA for use in the event of IETF meeting cancellation or other unexpected fiscal emergencies. These reserves shall only be spent on IETF support functions. reserve for use by IASA for use in the event of IETF meeting cancellation or other unexpected fiscal emergencies. These reserves shall only be spent on IETF support functions.
The ISOC Board would need to approve the use of reserve funds to cover an IASA shortfall, just as the ISOC Board would need to approve all substantial budget adjustments and out-of-budget expenses. That doesn't seem to be reflected here.
Also, there seems to some sort of concept here that the reserves would be somehow dedicated to IETF support, which doesn't make sense to me. ISOC (as a whole organization) needs to maintain sufficient reserves to protect against unexpected fiscal emergencies. The addition of the IASA function increases the reserves that ISOC would need to maintain, and I think that the IAOC and ISOC shoudl work together to determine how large the increase actually is and how it can be maintained. However, you seem to be indicating that ISOC will maintain a separate IASA-designated reserve fund, and I don't think that makes sense.
I suggested some wording on the mailing list that applies here. After a friendly amendment from Brian C. it said:
The IETF meeting fees and IASA/IETF-designated donations will only be used to support IASA and the IETF. If the total of these funding sources is larger than the total cost of the IASA function, the surplus will be held in the IASA accounts for later use to support IASA and the IETF. If the total of these funding sources is smaller than the total cost of the IASA function, resulting in a deficit, we are hoping ISOC to cover that deficit from non-IASA/IETF designated funds.
I still don't see that this concept is really captured in the document. There is a difference between reserves that may build up in the IASA accounts (if meeting fees + designated donations result in a surplus) and reserves that ISOC will hold (in lieu of the IASA function having any reserves of its own) to protect IASA in the event of fiscal emergencies, and I think that we need to make that difference clear here.
All contracts executed by ISOC on behalf of IASA shall either include a clause allowing termination or transfer by ISOC with six months notice, or shall be transferable to another corporation in the event that the IASA transitions away from ISOC.
s/or transfer// (it is redundant with the second half of this sentence).
Any accrued funds, any IETF-specific intellectual property rights, and any IETF-specific data and tools shall also transition to the new entity.
By "accrued funds", you presumably mean funds that are currently held in the IASA accounts. So, why not just say so?
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