Re: [Iasa20] AD review of draft-ietf-iasa2-rfc4071bis-04

[Joseph Lorenzo Hall <[e-mail]>]

Many thanks to Alissa for such a careful and close review!

On Thu, Feb 14, 2019 at 12:40 PM Brad Biddle <[e-mail]> wrote:

>
> > (2) The first bulleted list of responsibilities is overlapping but not
> > the same as the board responsibilities described in 5(d) of the LLC
> > Agreement. That list is:
> >
> > "The Board will set broad strategic direction for the Company, and
> > will be responsible for adopting an annual budget, hiring or
> > terminating an Executive Director (or amending the terms of their
> > engagement), adopting any employee benefit plans, consulting the
> > relevant IETF communities on matters related to the Company as
> > appropriate, approving any changes to the LLC governance structure,
> > incurring any debt, and approving entering into agreements that that
> > meet a significant materiality threshold to be determined by the
> > Board."
> >
> > I can understand that there may be additional responsibilities that
> > the community expects of the board that aren't listed in the LLC
> > Agreement (i.e., recruiting new directors). But for the ones that are
> > listed in the LLC Agreement, I think it would be clearer to use the
> > exact same phrasing in both places rather than talking about the same
> > ideas using different words. There is additional wording about
> > transparency in Exhibit A, Section 13.
> >
> > Similarly, the second bulleted list of responsibilities is a subset of
> > the obligations in Section 11(a) of the LLC Agreement, using slightly
> > different words. I don't understand the motivation for including this
> > list this way. It seems like a reference to 11(a) would be more
> > appropriate.
>
> I agree that tracking to the language in the LLC Agreement, when
> relevant language exists, is the right practice to avoid creating
> ambiguities. While likely not a huge risk — odds of problems arising
> at all are likely low, and the LLC Agreement terms should always be
> definitive when applicable — it’s conceivable that these kinds of
> potential ambiguities could create unnecessary disputes about the scope
> of legal obligations.
>
>
I'm going to try and address as many of Alissa's comments as I can over the
next few days with direct proposed edits and will send those in a batch to
the list.

I did want to raise that there were places in the LLC agreement where we
took text from the version at the time of the -struct draft (which has
become this draft now) and put it into the LLC agreement. In some places
language from -struct has been changed in 4071bis but (of course) not
updated in the LLC agreement.  Definitely where something in the LLC
agreement is the way it is because of outside forces we'll want to align
language. I do think we'll have a bit more trouble in places where the
sense of the WG has evolved since text in -struct was pulled into the LLC
agreement.

I'll be very careful here in my edits and response to track down the
provenance of language... it would be great if we don't have to update the
LLC agreement to match this document when it is finished and RFC'd, but I
suspect we won't be able to do that perfectly cleanly. More details in the
next few days.

best, Joe

-- 
Joseph Lorenzo Hall
Chief Technologist, Center for Democracy & Technology [https://www.cdt.org]
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