Subject: Last Call Comments on draft-ietf-iasa-bcp-02.txt

From: Margaret Wasserman <[email-masked]>
Date: Sat, 11 Dec 2004 14:53:32 -0500

Hi All,

Here are my last call comments on draft-ietf-iasa-bcp-02.txt.

I have included enough context that I hope you will be able to 
understand where my comments apply.  If not, just ask.  My comments 
are marked with '>>' in-line below.  I am afraid that this is quite a 
long list.  In my opinion, it is a bit premature to send this 
document to IETF LC.

In addition to the issues I've listed below, I think that all of the 
open issues should be resolved and that section removed before 
forwarding the document to the IESG for approval.

Margaret

---

>>  General Comment: I think that we should include specific openness
>>  requirements for the IAOC here.  There seems to be agreement that the
>>  IAOC should, at least, maintain a web site and publish minutes of all
>>  discussions (with the exception of personnel issue or sensitive
>>  negotiations).

    This document
    does not affect the ISOC-IETF working relationship as it relates to
    standards development or the communication of technical advice
    relevant to the policy and educational goals of ISOC.

>>  I'd cite RFCs 2026 and 2048 as references here.

1.3  Open Issues

>>  There are a large number of fundamental issues still open in this
>>  draft.  IMO, it is not ready for LC, as it will likely change
>>  substantially to address these issues.
>>
>>  The following entry is of particular concern in this regard:

    o  When do we do a check with accountants and legal advisors?  Can
       that be done during IETF Last Call, or must that happen first?

>>  I assume that someone decided that this could be done during LC?
>>  Is it ongoing?

    2.  The IAD, IAOC and ISOC shall not have any authority over the IETF
        standards development activities.

>>  Depending on what you mean by "authority over", the above sentence
>>  may be false.  ISOC already has two roles in the standards process:
>>  ratifying standards process documents (see RFC 2028) and handling
>>  appeals regarding the fairness of the process (see RFC 2026).  This
>>  document is not intended to change that part of the relationship,
>>  so this sentence be modified to say something like:
>>
>>  2. The IAD and IAC shall not have any authority over the IETF
>>     standards development activities, and this document does not
>>     confer any new authority or responsibilities to ISOC regarding
>>     IETF standards development.

2.5  Effective Date for Commencement of IASA

    The procedures in this document shall become operational immediately
    after this document has been approved by the process defined in BCP 9
    [RFC2026] and has been affirmed by a Resolution of agreement by the
    ISOC Board of Trustees.

>>  Just a minor wording suggestion...  Unless "Resolution of agreement"
>>  is some type of legal phrase, I'd make the following change:
>>
>>  s/Resolution of agreement by/resolution of/
>>
>>  The ISOC Board has some wording that we use for these cases.  We
>>  will accept the document and agree to carry out our
>>  responsibilities, as described therein.  We don't use the words
>>  "Reolution of agreement" to describe that, though.

    The IASA consists initially of a single full-time ISOC employee, the

>>  I understand what this section is trying to say, but I think We
>>  need to talk to ISOC about whether it makes sense for the IAD to be
>>  "an officer" (as in, an officer of ISOC with fiduciary
>>  responsibilities).  Right now, I think our only officers are the
>>  President, Treasurer and Secretary.  It might be better to replace
>>  the term "officer" with a more generic term like "executive" that
>>  doesn't have legal ramifications.

    IETF Administrative Director (IAD), an officer entitled to act on

>>  Same comment on the word "officer".

    behalf of the IASA at the direction of the IAOC.  The IAD is likely
    to draw on financial, legal and administrative support furnished by
    ISOC support staff or consultants.  Costs for ISOC support staff and
    consultants are allocated based on actual expenses or on some other
    allocation model determined by consultation between the IAOC and
    ISOC.

>>  This paragraph triggers a concern, but not one that should be dealt
>>  with in this section.  We talk here about ISOC support staff costs
>>  being allocated to IASA, but I don't think we ever talk about fund
>>  raising costs being allocated to IASA.  Do you think that we need
>>  to say something about that?  Or should fund raising costs remain
>>  outside of the IASA budget and be deducted before funds are
>>  credited to the IASA accounts?

    In principle, IETF administrative functions should be outsourced.

>>  I would remove this sentence.  We later say that it is the IAOC's
>>  job to decide what is outsourced and what isn't, and I am more
>>  comfortable with that than with stating this as a general
>>  principle.

    The IAD is responsible for negotiating and maintaining such
    contracts, as well as providing any coordination necessary to make
    sure the IETF administrative support functions are covered properly.
    The IAOC is accountable for the structure of the IASA and thus
    decides which functions are to be outsourced.  All outsourcing must
    be via well-defined contracts or equivalent instruments.  If any
    functions are performed in-house, they must be clearly specified and
    documented with well-defined deliverables, service level agreements,
    and transparent accounting for the cost of such functions.

>>  I agree with comments that these characteristics should apply to
>>  both outsources and in-house functions.

    The IAD is responsible for administering the IETF finances, managing
    a separate financial account for the IASA, and establishing and

>>  "A separate financial account" still sounds like a bank account to
>>  me.  Maybe:
>>
>>  ...managing IASA's financial accounts..  ?

    The IAD is responsible for ensuring that all contracts give the IASA
    and the IETF all rights in data needed to satisfy the principle of
    data access.

>>  This sentence seems painfully twisted...  Is "rights in data" a
>>  legal term that means something other than data access rights?  If
>>  so, what does it mean exactly?

    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.

    If the IESG, IAB or the ISOC Board of Trustees find that procedures
    have been violated, they may advise the IAOC, but do not have
    authority to overturn or change a decision of the IAOC.

>>  As others have pointed out, this is very weak.  To avoid situations
>>  where the IAB could overrule the IESG and approve a document, a
>>  specific exception was added.  If we are concerned about specific
>>  situations in which it would be problematic for the IESG or IAB ot
>>  overrule the IAOC, we could include those as exceptions.  I just
>>  don't like the idea tht the community has no real recourse other
>>  than a recall action if the IAOC makes decisions that the community
>>  does not agree with.

    The IAOC may also choose to invite liaisons from other groups, but is
    not required to do so; the IAOC decides whether or not to have a
    liaison to any particular group.  Any such liaisons are non-voting.
    Responsibility for selecting the individual filling a particular
    liaison role with the body from which the IAOC has requested the
    liaison.

>>  This last sentence isn't a sentence.  Perhaps:
>>
>>  s/role with/role lies with/ ?

    Appointed members of the IAOC serve two year terms.  IAOC terms
    normally end at the first IETF meeting of a year, just as as IAB and
    IESG terms do.

    The members of the IAOC shall select one of its appointed voting
    members to serve as the chair of the IAOC, with all of the duties and
    responsibilities normally associated with such a position.

>>  I'd remove everything after the comma.  There is no clear concept
>>  of what duties and responsibilities would normally be associated
>>  with such a position, and you have specific responsibilities and
>>  limits listed later.

5.2  IETF Meeting Revenues

    Meeting revenues are an important source of funds for IETF functions.
    The IAD, in consultation with the IAOC, sets the meeting fees as part
    of the budgeting process.  All meeting revenues shall be credited to
    the appropriate IASA account.

>>  There are at least two models for handling meeting fees.  One
>>  model would involve having the meeting fees collected by the IETF
>>  and having the IETF pay the meeting planning company.  Another
>>  model would involve the meeting planning company collecting the
>>  fees, deducting agreed costs and sending the remainder to the IETF.
>>  I am not sure that this paragraph would allow for second
>>  arrangement, but I think that arrangement is quite common for
>>  meetings and conferences.

    ISOC shall create and maintain appropriate structures and programs to
    coordinate donations intended to support the work of the IETF, and
    these will 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.  For the benefit of individuals, smaller organizations
    and countries with developing economies, ISOC shall maintain programs
    that allow for designated donations to the IETF.

       Editors' note: Some have suggested we need explicit IETF consensus
       on the above.  So if you do not agree, please speak up ASAP.

>>  It is not clear to me why it would be beneficial for ISOC to
>>  maintain programs that would, on an ongoing basis, allow
>>  individuals or groups to make small donations that are designated
>>  for IETF support.  It would cost money and staff time to set-up and
>>  administer these small designated donations, and I have not seen
>>  any analysis that indicates that this would result in enough
>>  additional financial support to warrant the extra costs.
>>
>>  I am not against the idea that ISOC might run some pilot programs
>>  to determine if there is more support available for designated IETF
>>  programs.  But, I don't think it is a good idea to put this type of
>>  detailed information about ISOC's fund raising programs in the BCP.

    ISOC shall create appropriate administrative structures to coordinate
    such donations with the IASA.

>>  I don't understand this sentence.  Which donations are "such
>>  donations" and in what way do they need to be coordinated with
>>  IASA?
---
>>  The following paragraph seems to jumble together a lot of things, and it
>>  doesn't really answer the questions that have been discussed on the
>>  IETF list...
>>
>>  Let me take it section by section...

    As an initial guideline and in normal operating circumstances, the
    IASA should have an operating reserve for its activities sufficient
    to cover 6-months of non-meeting operational expenses, plus twice the
    recent average for meeting contract guarantees.

>>  In the original document, the indication was that an independent
>>  IASA would need to have these reserves, but that the situation
>>  would be different in an IASA housed within ISOC...  The sense of
>>  that seems to have been lost in editing (adding "as an initial
>>  guideline" and changing the tense).

    However, the IASA
    shall establish a target for a reserve fund to cover normal operating
    expenses and meeting expenses in accordance with prudent planning.
    Rather than having the IASA attempt to build that reserve in its
    separate accounts, the IASA looks to 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.

>>  IMO, ISOC and IASA need to work together to determine what sort of
>>  reserves are needed and what form they should take.  You seem to be
>>  saying that the IAOC will determine the amount and ISOC will
>>  determine the form, which doesn't really make sense to me.

    Such funds shall be held in
    reserve for use by IASA for use in the event of IETF meeting
    cancellation or other unexpected fiscal emergencies.  These reserves
    shall only be spent on IETF support functions.
    reserve for use by IASA for use in the event of IETF meeting
    cancellation or other unexpected fiscal emergencies.  These reserves
    shall only be spent on IETF support functions.

>>  The ISOC Board would need to approve the use of reserve funds to
>>  cover an IASA shortfall, just as the ISOC Board would need to
>>  approve all substantial budget adjustments and out-of-budget
>>  expenses.  That doesn't seem to be reflected here.
>>
>>  Also, there seems to some sort of concept here that the reserves
>>  would be somehow dedicated to IETF support, which doesn't make
>>  sense to me.  ISOC (as a whole organization) needs to maintain
>>  sufficient reserves to protect against unexpected fiscal
>>  emergencies.  The addition of the IASA function increases the
>>  reserves that ISOC would need to maintain, and I think that the
>>  IAOC and ISOC shoudl work together to determine how large the
>>  increase actually is and how it can be maintained.  However, you
>>  seem to be indicating that ISOC will maintain a separate
>>  IASA-designated reserve fund, and I don't think that makes sense.
>>
>>  I suggested some wording on the mailing list that applies here.
>>  After a friendly amendment from Brian C. it said:
>>
>>  The IETF meeting fees and IASA/IETF-designated donations will only
>>  be used to support IASA and the IETF.  If the total of these
>>  funding sources is larger than the total cost of the IASA function,
>>  the surplus will be held in the IASA accounts for later use to
>>  support IASA and the IETF.  If the total of these funding sources
>>  is smaller than the total cost of the IASA function, resulting in a
>>  deficit, we are hoping ISOC to cover that deficit from
>>  non-IASA/IETF designated funds.
>>
>>  I still don't see that this concept is really captured in the
>>  document.  There is a difference between reserves that may build up
>>  in the IASA accounts (if meeting fees + designated donations result
>>  in a surplus) and reserves that ISOC will hold (in lieu of the IASA
>>  function having any reserves of its own) to protect IASA in the
>>  event of fiscal emergencies, and I think that we need to make that
>>  difference clear here.

       All
       contracts executed by ISOC on behalf of IASA shall either include
       a clause allowing termination or transfer by ISOC with six months
       notice, or shall be transferable to another corporation in the
       event that the IASA transitions away from ISOC.

>>  s/or transfer//  (it is redundant with the second half of this sentence).

       Any accrued
       funds, any IETF-specific intellectual property rights, and any
       IETF-specific data and tools shall also transition to the new
       entity.

>>  By "accrued funds", you presumably mean funds that are currently
>>  held in the IASA accounts.  So, why not just say so?

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