Re: ASCII diff of ISOC-proposed changes to BCP

At 05:12 PM 02/10/05 -0800, Ted Hardie wrote:
> > 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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