Last Call Comments on draft-iasa-bcp-04.txt

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I have a few comments on the latest IASA BCP draft, attached below. I don't think that I disagree with the document in any major way, but there are a few sections that are unclear enough (to me, anyway) that I'd like to see them clarified before this is published.


Margaret

---

I have four potentially substantive issues with the document and a
few editorial issues.  All of my separate issues are numbered:

POTENTIALLY SUBSTANTIVE ISSUES:

ISSUE #1:

There are three different descriptions of the IASA budget process (one
principle and two later sections), and they don't seem to agree with each
other about what role the ISOC BoT plays in the budget process and/or
who approves the IASA budget.

Details (my comments are marked with ">>"):

   3.  The IAD and IAOC, in cooperation with the ISOC President/CEO and
       staff, shall develop an annual budget for the IASA.  The budget
       must clearly identify all expected direct and indirect
       expenditures related to the IASA.  ISOC, through its normal
       procedures, shall evaluate and adopt the IASA budget as part of
       ISOC's own budget process and commit to ensuring funds to support
       the approved budget.

 This paragraph in the principles section says "ISOC, through its normal
 procedures, shall evaluate and adopt the ISOC budget".  I think that we
 have a general understanding that the ISOC BoT (as part of their fiduciary
 responsibilities) will need to fully understand and _approve_ the
 entire ISOC budget (including the IASA portions).  Although this
 principle mentions an "approved budget", there is no indication of
 who approves it until much later in the document and the later
 two references are not equivalent (see below).

The IAD prepares an annual budget, which is subject to review and approval by the IAOC. The IAD is responsible for presenting this budget to the ISOC Board of Trustees, as part of ISOC's annual financial planning process. The IAOC is responsible for ensuring the budget's suitability for meeting the IETF community's administrative needs, but the IAOC does not bear fiduciary responsibility for ISOC. The ISOC Board of Trustees therefore needs to review and understand the budget and planned activity in enough detail to carry out their fiduciary responsibility properly. The IASA publishes its complete budget to the IETF community each year.

 Following up on my comment above...  This section indicates that
 the IAOC approves the budget, but it doesn't mention ISOC BoT
 approval, just that the ISOC Board would "review and understand"
 the IASA budget.

September 1: The ISOC Board of Trustees approves the budget proposal provisionally. During the next 2 months, the budget may be revised to be integrated in ISOC's overall budgeting process.

 Here it does indicate that the ISOC BoT will need to approve the
 IASA budget, and that the budget presented by the IAOC/IAD may
 be revised to fit into ISOC's overall budget.  I think that this
 should be reflected in the sections I've noted above, or you
 should include less detail above and reference this section
 instead.

ISSUE #2:

The following three terms are used in this document, and it is not
clear if there is intended to be any difference between them:

	- IASA accounts (or IASA budget)
	- IETF accounts (or support of the IETF)
	- ISOC standards pillar

Are all three of these things considered equivalent?  If not,
how do they differ?  In which category would the following
items fall, for example?:

- Fund raising that benefits the IETF or related
  activities?  (Current part of the ISOC standards
  pillar)
- Sending someone to a meeting of another
  standards body? (Has been covered by IETF
  chairs fund in past)
- Flying ISOC staff to IETF, IAB or IASA meetings?
  (Currently covered by ISOC standards pillar)
- Support for Non-IETF RFC publication?
  (Currently covered by ISOC standards pillar)

Details (my comments are marked with ">>"):

  5.  Once funds or in-kind donations have been credited to the IETF
       accounts, they shall be irrevocably allocated to the support of
       the IETF.

 I am not certain, for instance, whether the above principle
 would stop us from using money in "IETF accounts" to pay
 for a fund raising drive intended to raise money for
 improvements to the IETF infrastructure.

The IAD is responsible for administering the IETF finances, managing
separate financial accounts for the IASA, and establishing and
administering the IASA budget.


 This is one place where the difference between "administering the
 IETF finances" and "managing separate financial accounts for the
 IASA" is unclear to me.

5. IASA Funding

   The IASA manages money from three sources:

   1.  IETF meeting revenues;

   2.  Designated donations to ISOC (both monetary and in-kind);

 I think that this means all ISOC donations that are designated for
 the support of IASA? Or to the ISOC standards pillar?  Or to "support
 of the IETF"?  Is there any difference?

5.1 Divisional Accounting

   Funds managed by IASA shall be accounted for in a separate set of
   accounts.  Separate financial reports, including a balance sheet and
   a profit and loss statement for IASA alone, shall be produced as
   directed by IAOC.

 Here we say that the IASA accounts will be accounted separately
 (presumably _not_ including fund raising costs, as those won't
 be managed by IASA).

ISOC shall create and maintain appropriate structures and programs to coordinate donations intended to support the work of the IETF, and these shall 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. ISOC shall maintain programs that allow for designated donations to the IETF.

 Is it intended that these funds would be dedicated to the ISOC
 standards pillar (as a significant number of the platinum donations
 are today)?  Or that they would be dedicated to IASA?  Or to
 "the IETF" in some more general sense?

Transparency: The IETF community shall have complete visibility into the financial and legal structure of the ISOC standards activity. In particular, a detailed budget for the entire standards activity, quarterly financial reports, and audited annual financial reports shall all be available to the IETF community.

 Is the "ISOC standards activity" intended to be different (a
 superset perhaps?) of the IASA activity?  If so, what is included
 here that isn't included in the IASA finances?

ISSUE #3:

I don't understand the meaning of the following paragraph.  To
whom does the IAOC justify a decision to perform a specific function
"in-house"?  And what does it mean for decisions and staffing to be
reviewed against a zero base assumption?  What is a "zero base"
assumption?

   In principle, IETF administrative functions should be outsourced.
   Decisions to perform specific functions "in-house" should be
   explicitly justified by the IAOC, with these decisions and staffing
   reviewed by the IAOC on a regular basis and against a "zero base"
   assumption.

ISSUE #4:

   The IASA expects 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.  In
   the long term, financial reserves are preferable; it should be a goal
   for ISOC to reach this level of reserves within 3 years after the
   creation of the IASA.

 What is meant by "In the long term, financial reserves are
 preferable"?  Last time I remember reading this section, it said
 something like "It is not expected that these reserves can be
 accumulated immediately; it should be a goal for ISOC to reach...".
 Does the new wording mean that ISOC should hold the full reserve
 in cash?  If so, I strongly disagree.  Was there a community discussion
 that prompted this change?

EDITORIAL/MINOR ISSUES:

ISSUE #5:

   6.  There shall be a detailed public accounting to separately
       identify all funds available to and all expenditures relating to
       the IETF and to the IASA, including any donations, of funds or
       in-kind, received by ISOC for IETF-related activities.  In-kind
       donations shall only be accepted at the direction of the IAD and
       IAOC.

 What is the purpose of the last line?  Is there some fear that
 someone would accept inapproprite in-kind donations?  What happens
 if they do?

ISSUE #6:

   8.  The IASA, in cooperation with ISOC, shall ensure that sufficient

s/shall ensure/shall attempt to ensure/ ??

reserves exist to keep the IETF operational in the case of unexpected events such as income shortfalls.

ISSUE #7:

   The IAOC attempts to reach all decisions unanimously.  If the IAOC
   cannot achieve a unanimous decision, the IAOC decides by voting.

 I agree with the proposal to change unanimity to consensus in this
 paragraph.

ISSUE #8:

   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.

 I don't like the use of the term "IETF leadership" in this section,
 as it is a subject of some debate who is included in the "IETF
 leadership".  Who, exactly, are we expected to contact if we think
 that the IAOC is violating IAOC rules or procedures?


ISSUE #9:

      Any balance in the IASA accounts, any IETF-specific intellectual
      property rights, and any IETF-specific data and tools shall also
      transition to the new entity.  Other terms shall be negotiated
      between the IETF and ISOC.

 Just a nit, perhaps...  It is my understanding that ISOC can only
 transition funds to "the new entity" if the new entity is a
 501(3)(c) corporation whose goals are in alignment with ISOCs
 charitable, scientific or educational purposes, or something
 like that.  I don't know all of the details, but it might be good to
 add "To the extent allowed by law," (or something similar) at the
 beginning of the first sentence above.



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