I think the lawyer's desire for the word "managed" vs "controlled" is seeking legal clarity in the terminology here. "Managed" is the usual word for what the IAOC does in this context, and "controlled" isn't.
I agree that "managed" is what the IAOC does here. But the statement is "an *IETF-controlled* activity", and that's an important difference. Looking at the description of removability in Section 7, there is a clear statement that the IETF controls the activity to the point that it may decide to re-house it (though it has no plans to do so and I would certainly oppose such plans at this juncture). To me, "control" captures the overall relationship between the *IETF* and the IASA better than "manage".
Again, I realize that the details are set out in the document, but the change proposed by ISOC is to the Abstract, which will guide the thinking of many readers; I would appreciate us retaining the original language unless there is a strong legal reason why we cannot.
The legal reason (and again, IANAL, I'm just listening to one) is that *legally* the ISOC Board is the legal entity bearing fiduciary responsibility, and therefore the entity *legally* in control. Again, the "person" in control is the "person" you sue, and suits go to the ISOC Board.
I understand your issue and concern here, I think. What you're thinking is "if the IETF wants X, the IAOC is on the hook to make X happen, and the IASA/IAD had jolly well better do so. That's control." No problem, among us reasonable people, and if I have anything to say about it it will be so. But legally, the IAD is bound to do so because the ISOC Board told him/her so, putting the ISOC Board in control and seconding that control to the IETF. Matrix management and all that.
There are days I scare myself, days on which I begin to understand how a lawyer thinks a reasonable man thinks...
To try to minimize the change from the original edits, may I suggest this:
Should the IETF standards process at some future date come to include other technical activities, the IAOC is responsible for developing plans to provide administrative support for them.
Is that better?
That probably makes more sense. BTW, ISOC and the IASA are logical places to look for such. But in this context IASA is the hands and feet and IAOC is the brain. So putting the responsibility with the IAOC is probably rational.
Maybe we can agree to call ISOC a non-profit corporation, and the IETF its "affiliate"? Legally, so I'm told (IANAL), the relationship doesn't change - ISOC is viewed as being legally "in control" and therefore legally "whom to sue", and IETF is the child in the relationship. But we can sugar-coat that if it makes the fact more palatable. That would make the paragraph read
Within the constraints outlined above, all other details of how to structure
this activity (whether as a cost center, a division, or an affiliate) shall
be determined by ISOC in consultation with the IAOC.
Alternatively, maybe you could suggest a better *legal* term for the relationship?
Using the term "affiliate" in the sentence above is fine with me. Thanks again for
your time and effort on this,
OK, thanks.
Are we in a position to post a -07 draft responsive to these issues? When I see such, I am prepared to open a board ballot.
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