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Re: IAOC: delegating ex-officio responsibility

2011-03-30 13:08:53

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

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