Re: [Iasa20] Memo exploring options for IASA 2.0 models

I actually have the opposite suspicion, members != participants.  For those
not familiar with the terminology, "participants" in the IETF sense is
basically "whoever joins a mailing list or comes to a meeting", or
similarly "whoever is subject to the Note Well / relevant IPR RFCs"
[0][1].  The IETF has very open participation.

By contrast, given that this memo was written by lawyers, I expect that
they meant "members" in the legal sense, who are the parties that legally
control the entity (e.g., the shareholders in a for-profit corporation)
[2][3].  So saying that "ISOC must be the sole member" just means that ISOC
legally retains control of the entity, as one would expect with a
subsidiary entity.  That control is manifested, for example, in their right
to replace all or a majority of the board.

Note, however, that even if ISOC retains ultimate legal control, there are
still differences among options (II), (III), and (IV) (using the memo's
numbering).  In options (II) and (III), ISOC's control is attenuated
compared to option (IV), since basically the only right they have is to
appoint the board; they couldn't, say, direct specific contracting or
personnel decisions.

--Richard

[0] https://www6.ietf.org/tao.html
[1] https://www.ietf.org/about/participate/
[2] http://info.legalzoom.com/definition-llc-member-4425.html
[3]
https://www.legalzoom.com/knowledge/nonprofit/topic/non-profit-membership

On Wed, Feb 14, 2018 at 11:09 PM, Joseph Lorenzo Hall <joe@cdt.org> wrote:

> I'm not sure, we should clarify. I believe the type 1 SO here is the same
> as that for PIR, so I suspect it's what we would call participants.
>
> On Wed, Feb 14, 2018 at 19:34 Ted Hardie <ted.ietf@gmail.com> wrote:
>
>> Hi Joe,
>>
>> Thanks for forwarding this.  I do have one clarifying question.  In the
>> section on the Type 1 supporting organization, it says "Can have members
>> that are not ISOC members." but also says "ISOC must serve as the sole
>> member of the corporation with the right to appoint at least a
>> majority of the directors."  ISOC is the sole member of PIR, and I had
>> made the assumption that it would be the sole member of a new Type 1
>> supporting organization, should that be the path selected.  This, however,
>> seems to contemplate members beyond ISOC, and I'm unsure who or what those
>> could be in our context.   Or does the first usage simply mean what we
>> would call participants in the IETF context, saying that the participants
>> in the supporting organization do not also need to be considered "members"
>> of ISOC?
>>
>> thanks,
>>
>> Ted
>>
>>
>>
>> On Wed, Feb 14, 2018 at 3:29 PM, Joseph Lorenzo Hall <joe@cdt.org> wrote:
>>
>>> Greetings,
>>>
>>> I am writing on behalf of the IASA 2.0 Design Team to update you on
>>> progress since Singapore.
>>>
>>> The Design Team and Alissa, Sean Turner, and Richard Barnes (ISOC Board
>>> members) asked ISOC's tax law counsel at the law firm Morgan Lewis to
>>> examine the options we are considering in a new IASA 2.0 structure, in
>>> terms of governance, finances, and administrative complexity.
>>>
>>> The response memo is attached, covering the spectrum of options from the
>>> status quo to increasingly independent models. The memo covers four
>>> options:
>>>
>>> 1. Substantial independence: an independent 501(c)(3) org;
>>> 2. Significant independence: a 501(c)(3) Type 1 Supporting Org;
>>> 3. Weak independence: an LLC that is a "disregarded entity"; and,
>>> 4. Status quo: continuing as an activity of ISOC.
>>>
>>> Note that the design team has some additional questions that we hope to
>>> clarify including the implications of the public support test, board
>>> composition and control, and potential costs (sunk/ongoing) of a
>>> transition to each model. We'd like to hear from all of you as to your
>>> thoughts, either in terms of clarification or if this analysis affects
>>> which model you prefer.
>>>
>>> If questions emerge around particular themes we can work with ISOC on
>>> clarifications.
>>>
>>> thank you,
>>>
>>> Joe (writing on behalf of the DT)
>>>
>>> --
>>> Joseph Lorenzo Hall
>>> Chief Technologist, Center for Democracy & Technology [
>>> https://www.cdt.org]
>>> 1401 K ST NW STE 200, Washington DC 20005
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>>> -3497
>>> e: joe@cdt.org, p: 202.407.8825, pgp: https://josephhall.org/gpg-key
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>>>
>>>
>>> _______________________________________________
>>> iasa20 mailing list
>>> iasa20@ietf.org
>>> https://www.ietf.org/mailman/listinfo/iasa20
>>>
>>> --
> Joseph Lorenzo Hall
> Chief Technologist, Center for Democracy & Technology [https://www.cdt.org
> ]
> 1401 K ST NW STE 200, Washington DC 20005-3497
> e: joe@cdt.org, p: 202.407.8825 <(202)%20407-8825>, pgp:
> https://josephhall.org/gpg-key
> Fingerprint: 3CA2 8D7B 9F6D DBD3 4B10  1607 5F86 6987 40A9 A871
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