Scott,
some meta-thoughts.....
--On 21. september 2004 20:33 -0400 scott bradner <sob(_at_)harvard(_dot_)edu>
wrote:
The Scenario C document says that there are 3 prerequisites required
before the option of a corporation can be "considered viable at all"
1/ IETF consensus on the plan
2/ ISOC agreement on a support "contract"
3/ assurance that a corporation would be tax exempt
re: 1/ Considering the level of participation in this discussion on the
IETF list I do not see how one could assert that there was IETF
consensus without an explicit discussion at an IETF plenary - I do not
think that just issuing a last call (as envisioned by the Scenario C
document) would be seen by about anyone as an adequate involvement of
the community.
I am not at all certain of that. In what way is 20 people arguing in front
of a thousand people in a room more "community involvement" than the same
20 people arguing in front of a thousand people on a mailing list?
Our tradition as IETF has been to declare that mailing list discussion is
the final arbiter of consensus. If we need to abandon that principle for
organizational matters, we leave ourselves in a situation where we can only
make significant decisions at 4-month intervals; that is a theoretically
defensible position, but sharply limits the scope of what we can hope to
accomplish in any given timeframe.
re: 2/ the use of the term "contract" to describe an agreement to be a
supporter feels a bit funny to me but, certainly, a common understanding
of the ISOC/IETF relationship would have to be reached (as I mentioned
before, I think there will be a lot of working out of details to come to
such a common understanding ) - it is true that a common understanding
of the relationship would also have to be developed in Scenario O But I
think that would be easier since Scenario O is more of an evolution of
our current relationship not inventing a new one out of whole cloth.
I was told a number of times that "contract" is a term that is less likely
to be misunderstood; at some times in some contexts, some people have
claimed that an "MoU" is something that any of the organizations can
unilaterally disregard and walk away from even if the document says it
can't - that's an unreasonable platform on which to build a working
relationship.
"Contract" brings the connotation of "binding promise".
Also, the "contract," as envisioned in the Scenario C document, looks
like it boils down to "ISOC agrees to provide $75K/month." That seems
to be a very unlikely contract - the ISOC needs to ensure that monies
that it donates are used for purposes that fit within the ISOC's bylaws
and tax exempt role. I would expect that the ISOC would have to do a
bit more due diligence during the budget process than to blindly accept
the proposed budget numbers.
I am hoping that if we get to negotiating the contract, ISOC will state its
requirements for due dilligence. I can't imagine having a contract that did
not allow for them.
WRT "blindly accept" - that's why I put in a proposed budget in July and an
agreed budget in November.
re: 3/ Of course, there can be no assurance that a corporation will be
tax exempt unless 1/ it already is, or 2/ the IRS rules that it is.
Scenario O covers the 1st case since the ISOC is already tax exempt.
The only way to be sure in Scenario C is to wait until the IRS acts and
that could be many months. If the 3rd item is truly a prerequisite
then, even if we incorporated the IASF (not a name that rolls of the
tongue) next week the IRS might not rule until next summer.
Being a bit facetious here, the only way to be sure the sun will rise in
the morning is to wait for it to show up.
If we get an organizational charter that a tax attorney is willing to
assure us "is likely to be accepted as a nonprofit", I (personally) think
that the risk of the IRS acting irrationally is an acceptable risk, if we
find that the scenario C solution is the one we want.
Harald
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