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:
<snip>
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)
For "IASA accounts" in most instances it would be more helpful to call them "IASA Cost Centers" (following ISOC's standard terminology), as this more clearly distinguishes the accounting and reporting aspects (which is what they are usually referencing) from the money/bank account aspect.
- 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?:
Margaret, good questions. I know you are aware of the differences but as the BCP doesn't specifically address the last two point above, I thought it might be helpful to try and define them.
The current BCP defines the following: (Note: I believe this covers everything, but if I did leave something out, it was simply an oversight).
IETF / IASA:
- Direct support to the IESG, IAB, IRTF, IETF WG's, NomComm, etc. (includes all meeting and secretariat expenses, tool development, IAD, etc.)
- Direct support to the RFC Editor, (IANA), Legal fees (D&O) Insurance
- Discretionary support to the IETF and IAB Chairs
- Staff support (finance, legal, etc.) provided by ISOC or through consultants in direct support of IETF/IASA.
- All other expenses - rent, capital equipment, etc. in direct support of IETF/IASA.
And, ISOC's Standards pillar includes
ISOC's Standard Pillar:
- All of the above (assuming we're supporting them today).
- Fundraising and Organization Member support expenses - Direct staff time, travel, marketing expenses
- ISOC staff involved in supporting IETF, attending IETF meetings, concalls, etc. (Note: ISOC operates on a cost center model and all actual staff time and expenses are charged to specific activities)
- A G&A allocation for items such as web support, Board of Trustee support, depreciation, electricity, office expenses, etc.
As ISOC follows a cost center model, we can be very flexible in our reporting formats. We can show a P&L and a pro-forma Balance Sheet for just the Direct IETF/IASA activities, as well as another one including the appropriate activities from our Standards pillar (or any combination the IETF finds useful). The specifics of what to include is something I believe is best left to the IAD and the IAOC (with community review as the IAOC deems appropriate) as we all move to the next level of implementation.
- Fund raising that benefits the IETF or related activities? (Current part of the ISOC standards pillar)
TBD per the above.
- Sending someone to a meeting of another standards body? (Has been covered by IETF chairs fund in past)
should be in the future as well.
- Flying ISOC staff to IETF, IAB or IASA meetings? (Currently covered by ISOC standards pillar)
TBD per the above, there are many obvious "proof points"/justifications that can be agreed.
- Support for Non-IETF RFC publication? (Currently covered by ISOC standards pillar)
and currently covered within the current RFC Editor SOW. If this changes, so would the discussion re financial support.
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.
I believe it shouldn't but TBD per the above.
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.
Administering IETF finances = managing the execution of such things as payments to the RFC Editor, etc. and replace "managing separate financial accounts" with "managing IASA Cost Centers" and it becomes more clear.
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?
I don't think there is a difference, but what about changing it to: Donations designated in support of the IETF where IETF as defined by the aggregation of the IETF agreed cost centers. If the IETF is reporting on it, there's an assumed linkage and IASA is the administrative support activity not the top-level entity.
5.1 Divisional Accounting
Funds managed by IASA shall be accounted for
s/in a separate set of accounts./in separate cost center 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?
I believe it should be the IETF per my comment above.
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?
<snip>
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?
I think the last line is fine, it's a good business practice and one ISOC would follow in any case.
<snip>
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.
we can transfer them a number of different places, but with different consequences, so your proposed amendment is good.
Regards,
Lynn
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