some comments
overall this document seems quite reasonable but I think there are some
quite real problems mostly stemming from it trying to over proscribe
future arrangements. I think the document needs to articulate
philosophies but not get too deep into the details because it would
reduce the ability of the IAD and IAOC to react to changed situations
one example from section 3.1 -
Although the approval of the ISOC President/CEO or ISOC Board of
Trustees may be required for some contracts, their review should be
limited to protecting ISOC's liabilities and financial stability.
This says that the ISOC president (or accountant or lawyer) is not
permitted to tell the IAD that they know that a proposed contractor is a
dead beat and never gets anything done - or that they spotted a flaw in
the bid that could double the cost - that seems very silly indeed - I
see no reason that the ISOC folk can not be full partners in evaluation
processes with the IAD (and IAOC) making the final decisions - anything
less is willfully putting the IAD, IAOC and ISOC in a non optimum place.
I understand that the general desire is for the IAD to operate without
nitpicking from the ISOC folk but an bright line of separate thinking
zones is far from the best way to do that
I think this whole paragraph should be redone to something like
In order to maximize the separation between fund raising and the actual
operation of the standards process all final decisions on contractors,
IETF meeting sponsors, and other IETF-specific business decisions are
the responsibility of the IAD and IAOC. In particular, as long as
proposed activities fit within the approved budget the ISOC
President/CEO or the ISOC BoT cannot refuse to agree to a contract that
has been agreed to by the IAD. The above is not meant to limit the
ability of the IAD and IAOC to consult with all parties or the ability
of ISOC personnel from expressing their opinions during the IAD's
process of evaluating a contract or contractor.
also from section 3.1
The IAD will prepare an annual budget, which will be reviewed and
approved by the IAOC. The IAD will be responsible for presenting this
budget to the ISOC Board of Trustees, as part of ISOC's annual financial
planning process. The IAOC is responsible for ensuring the suitability
of the budget for meeting the IETF community's administrative needs, but
the IAOC does not bear fiduciary responsibility for ISOC. Therefore, the
ISOC Board also needs to review and understand the budget and planned
activity in enough detail to properly carry out their fiduciary
responsibility. Each year, the complete IASA budget will published to
the IETF community.
This does not seem to admit to the possibility that the ISOC board might
say 'wait a minute - you are asking for twice as much money as you got
last year - we need to work with you to figure out a funding level that
the ISOC can support' - i.e. it is not reasonable to assume that the
ISOC BoT can carry out the above mentioned fiduciary responsibility
without being able to engage in a dialogue over budget amounts.
An open question in my mind is the degree of detail and itemization that
the ISOC BoT needs to have to carry out the fiduciary responsibility -
i.e. it seems like the ISOC might have a hard time with its auditors if
what it approved is just a line item for the IETF expenditures with no
breakdown. But on the other hand we do not want the ISOC BoT to be
arguing over how many copies of the newcomer's presentation handouts get
made. We need to figure out a reasonable process that permits the ISOC
to understand what the money is going for, be able to suggest
alternatives if they might be more efficient, and have an ability to
have input to the review of RFP responses without limiting the ability
and authority of the IAD/IAHC to make the final decisions (as long as
they stay within a budget)
question - what is the backup mechanism for the IAD? (if the IAD were
to get truck fade for example)
question - who gets to set the pay and bonuses for the IAD?
a note - I did not see a specific statement that the IAD will be an ISOC
employee (benefits, human resources dept etc)
section 3.5
If voting is used and the votes are equally split, then the IAOC chair
decides.
my opinion - if we get to that point we are real deep do do - we don't
permit a bare majority to control in the IETF why should we in this
case? I suggest that a proposal needs at least 2/3 support in the IAOC
to be approved.
appeals of IAOC decisions will go to the IESG and continue up the chain
as necessary (to the IAB and the ISOC Board)."
note that IETF appeals to the ISOC board can only happen if the process
(not the application of the process) is being challenged - i.e. in this
case if this document is seen as unfair - I think that limitation needs
to be here also - I do not want someone's appeal of the IAOC's decision
to hire vendor A for a function to wind up on the ISOC BoT's plate.
maybe we want to think about the types of decisions that could be
appealed (for example maybe not vendor selection but maybe meeting
location)
section 4
There has been some question about whether the IAB Chair should be a
liaison or a voting member of the IAOC.
imo - yes
also from section 4
The members of the IAOC will serve two year terms
not the position-based members (the IAB & IETF chairs and the ISOC
President/CEO) their terms are based on their other role
also from section 4
Any appointed IESG member, including those
I expect this is supposed to be "any IAOC member" not IESG
section 5
I'm not that sure that this document should be so specific as to say
that the IAOC has a separate bank account - seems to me that the
following principals need to be established
1/ that all of the IETF-related funds have to be fully and
transparently accounted for
2/ that the ISOC will ensure that there are adequate funds to
cover the budgeted activities of the IAOC when they are needed
3/ the IAD (or another designated member of the IAOC in case of
the disability or unavailability of the IAD) has an ability to
commit funds (e.g. direct that checks be cut and sent - that
could be by giving the IAD the right to sign checks or just
the authority to direct that checks be signed - I do not
think there is a difference in day to day operation)
section 5.1
All meeting revenues go into the IASA account.
note that there may be a startup phase where this is not the case
because the existing systems will be in place until RFPs are created,
responses evaluated, contractors hired and transition completed
section 5.2
why not just say that the ISOC should not accept any in-kind donations
for the IETF without the prior OK of the IAD/IAOC?
sec 5.3 pp1
this is far to proscriptive - I do not think that the authors of this
document or the general IETF community are accounts - lets establish the
requirement that funds be available when needed but not try to dictate
the best way for that to be done - let the accountants figure that out
a simple point is that the document asks for quarterly deposits for a
process that has peak funding needs 3 times a year - that does not mesh
I could easily see that it would be better to not have a separate
account and just use ISOC's regular processes - I would rather this
document not make an assumption on what the ISOC external accountants
might recommend (or insist on) for this sort of thing
sec 5.3 pp2
see above - this should just fall under a general requirement that all
ISOC funding etc related to the IETF (and IASA) must be fully and
publicly accounted for - I see nothing special over insurance - any more
than I would see that such a requirement would not cover office expenses
if the IAD where to be located in an ISOC office (in the US or
elsewhere) or cover any employee specific expenses like health benefits
section 5.4
I think this is almost right - I think it should say that the
aim is for there to be 6 months of non-meeting expenses available for
the IASA - I suggest this because it does not limit how the reserve
could be provided (maybe as part of a general ISOC line of credit, or
immediately available investment account)
sec 6
this document assumes a budget cycle of ISOC which does not
match reality - I would suggest that this document needs to key of off
the ISOC budget cycle and say that the various IAOC & IAD milestones
must be at least X days before the ISOC budget approval time
this section also implies that the ISOC President/CEO and BoT
have no say in the size of the IETF budget which would not let the ISOC
BoT exercise its fiduciary responsibilities (see above)
sec 7
pp independence
see above - the ISOC external auditors may not think this is a good idea
(or they might) but I do not think this document should assume that it
knows what the right structure to provide the independence is - or at
least the external auditors should be consulted before making any
assumptions
pp removeability
I'd change "BCP publication" to "using its normal consensus processes"
(BCP is no magic term and may not survive the newtrk process)
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