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
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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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