On Mar 30, 2011, at 9:26 AM, Bob Hinden wrote: > Olaf, > > On Mar 30, 2011, at 1:21 PM, Olaf Kolkman wrote: > >> >> Dear Colleagues, >> >> I have just chartered a very short draft that intends to update BCP101. It can be found at: >> http://tools.ietf.org/html/draft-kolkman-iasa-ex-officio-membership >> >> The draft is very short and contains only a few sentences of substance: >> >> The IETF chair, the IAB chair, and the ISOC President/CEO may >> delegate their responsibilities to other persons. The delegations by >> the IETF chair and the IAB chair need to be confirmed by the IESG and >> IAB respectively. The terms of delegation is for a longer term for >> instance aligned with the IESG and IAB appointment cycles (roughly >> anual). > As a nit, there are two "n"s in annual. > To clarify, from our 1:1 discussions, the intent is to allow the IETF chair to delegate their position on the IAB, IAOC, and IETF Trust, allow the IAB chair to delicate their position on the IAOC, IETF Trust, and IESG, and the ISOC President to delegate their position on the IAOC, IETF-Trust, and IAB. From reading the discussion, it not clear to me that everyone understands this. > > The above text does not say "delegate their ex-officio memberships", it says "delegate their responsibility". That is it ways they can delegate all of their responsibility. I don't think this was your intent, but if it was it goes too far. Please clarify. > > >> John Klensin made me aware he also had a similar idea earlier: >> http://tools.ietf.org/id/draft-klensin-iaoc-member-00.txt >> >> The main difference is between his and this draft is that John's I-D makes the person the chair delegates to a non-voting liaison. I have a small preference for the IAB and the IESG keeping the control point, and I implicitly assume that for IASA matters the persons delegated to will escalate to the chairs and ask for specific guidance when appropriate. I realize that for the Trust anybody serves on personal title. For the trust alignment with the IAOC membership is just a practical considerations. > > With my IAOC hat on, I am concerned about the delegation of these roles to the IAOC. I think the community has been well served by the IAOC having the IETF chair, IAB chair, and ISOC President as full voting members of the IAOC. I do too. I would also worry that, in any contentious case involving the Body in question, we would want to get the Chair involved anyway. > It has kept the IAOC from "going off the rails". I am concerned that this proposal will weaken the effective governance model that has worked well. I agree. > > I haven't checked yet, but would these proposed changes require changes to any of the IETF Trust documents? More may have to change than BCP 101. Did you check? They might, depending on what "delegates" means here. I am not a lawyer; here is my non-legal analysis. Obviously, we also need to get input from our Counsel if this moves forward. The Trust agreement (at http://iaoc.ietf.org/docs/IETF-Trust-Agreement-Executed-12-15-05.pdf ) has a section on "Delegation" (7.3), but it is clearly aimed at the Trust delegating work to employees "under the supervision, direction and control of the Trustees." So, that is not appropriate here. Only members of the IAOC are eligible to be Trustees (3.1, 6.1.a), and thus eligible to vote. Under Roberts Rules of Order, proxy votes are not allowed, unless there are specific by-laws to do so. The Trustees, however, can let other parties attend Trust meetings. So, by my interpretation, there are various possibilities : 1 - a delegate could be appointed and would effectively be a non-voting member of the Trust, but the I* Chair would have to show up to vote. 2 - we could change the Trust Agreement (our ByLaws) to allow for proxy votes, and the delegate votes the proxy. 3 - BCP 101 could be changed to make the delegate the actual IAOC member, and thus a Trustee. I must say that I see problems with each of these choices, due to the fiducial nature of each Trustee's responsibility. That really cannot be delegated. If the Trust makes a bad decision, the IETF could lose its protection against anti-Trust laws, and the Trustees could be held to be personally responsible. (That is why we have D&O insurance.) Under 1, I can see two basic possibilities. - The I*2 Chair actually takes the votes seriously - therefore, whenever there is a contentious vote, the I* Chair shows up and has to educate themselves about whatever the issue is. This will surely waste the time of the other members. - The delegate is the actual Trustee in all but name, and the I* Chair votes according to their instruction. I can see big problems with this. Would they both be subject to a suit if the Trustees got sued (I bet they would be). Would the delegate be able to get D&O insurance ? My feeling is that the first option should be resisted by the other Trustees, while the second would be likely to break down if things got contentious (in the the Chair would insist on taking their responsibility seriously, and would want to become informed, with the same problems as in option 1). # 2 would require - opening up and renegotiating the Trust Agreement (which the Trustees can now do themselves, without the Settlors becoming involved). I see this as subject to the same problems as # 1. Either # 1 or # 2 would require getting D&O insurance for the delegate, and they might not agree to it. (I am sure that they would have questions about shared responsibilities; I don't know D&O insurance well enough to guess whether these issues would be fatal, costly or no real problem).) # 3 would be fine from the standpoint of the Trust Agreement. All it refers to is "eligible persons," which are the IAOC members. But, note well, this person would not be a _delegate_, they would be a _member_, presumably one appointed by the I* Chair. They would have to vote their conscience, and could, for example, speak and vote against a proposal from the Chair that appointed them. There is no way around that IMHO. Here is a suggestion : Change BCP 101 to make the ex-officio members be a member of the selecting body, as selected by that body. That way, it is clear that they are Trustees, that they are representing their home body, but that they need not be the Chair of the Body in question. While they could vote against (say) the Chair of the selecting body, that is true of any representative and is not IMHO a legal issue. Regards Marshall > > I don't have any issue with the delegation of the ex-officio responsibilities to/from the IAB and IESG. > >> >> The shared requirement is unloading the I* chairs and the ISOC president and empowering the people that serve in that role to organize themselves. (I should have paid more attention to this much earlier.) >> >> I plan to seek a sponsoring AD for getting this I-D published as a BCP shortly. > > > Doesn't a BCP require a 4 week last call? I don't think this can or should be done quickly. It's a non-trivial change. > > Bob > >> >> Assuming this is an appropriate list for further discussion, >> yours, >> >> --Olaf >> >> >> ________________________________________________________ >> >> Olaf M. Kolkman NLnet Labs >> Science Park 140, >> http://www.nlnetlabs.nl/ 1098 XG Amsterdam >> >> _______________________________________________ >> Ietf mailing list >> Ietf@xxxxxxxx >> https://www.ietf.org/mailman/listinfo/ietf > > _______________________________________________ > Ietf mailing list > Ietf@xxxxxxxx > https://www.ietf.org/mailman/listinfo/ietf > _______________________________________________ Ietf mailing list Ietf@xxxxxxxx https://www.ietf.org/mailman/listinfo/ietf