Scenario C prerequisites (Re: Upcoming: further thoughts on where from here)

[Harald Tveit Alvestrand <[e-mail]>]

Scott,

some meta-thoughts.....

--On 21. september 2004 20:33 -0400 scott bradner <[e-mail]> wrote:

> The Scenario C document says that there are 3 prerequisites required
> before the option of a corporation can be "considered viable at all"
> 	1/ IETF consensus on the plan
> 	2/ ISOC agreement on a support "contract"
> 	3/ assurance that a corporation would be tax exempt
>
> re: 1/ Considering the level of participation in this discussion on the
> IETF list I do not see how one could assert that there was IETF
> consensus without an explicit discussion at an IETF plenary - I do not
> think that just issuing a last call (as envisioned by the Scenario C
> document) would be seen by about anyone as an adequate involvement of
> the community.

I am not at all certain of that. In what way is 20 people arguing in front 
of a thousand people in a room more "community involvement" than the same 
20 people arguing in front of a thousand people on a mailing list?

Our tradition as IETF has been to declare that mailing list discussion is 
the final arbiter of consensus. If we need to abandon that principle for 
organizational matters, we leave ourselves in a situation where we can only 
make significant decisions at 4-month intervals; that is a theoretically 
defensible position, but sharply limits the scope of what we can hope to 
accomplish in any given timeframe.

> re: 2/ the use of the term "contract" to describe an agreement to be a
> supporter feels a bit funny to me but, certainly, a common understanding
> of the ISOC/IETF relationship would have to be reached (as I mentioned
> before, I think there will be a lot of working out of details to come to
> such a common understanding )  - it is true that a common understanding
> of the relationship would also have to be developed in Scenario O But I
> think that would be easier since Scenario O is more of an evolution of
> our current relationship not inventing a new one out of whole cloth.

I was told a number of times that "contract" is a term that is less likely 
to be misunderstood; at some times in some contexts, some people have 
claimed that an "MoU" is something that any of the organizations can 
unilaterally disregard and walk away from even if the document says it 
can't - that's an unreasonable platform on which to build a working 
relationship.
"Contract" brings the connotation of "binding promise".

> Also, the "contract," as envisioned in the Scenario C document, looks
> like it boils down to "ISOC agrees to provide $75K/month."  That seems
> to be a very unlikely contract - the ISOC needs to ensure that monies
> that it donates are used for purposes that fit within the ISOC's bylaws
> and tax exempt role.  I would expect that the ISOC would have to do a
> bit more due diligence during the budget process than to blindly accept
> the proposed budget numbers.

I am hoping that if we get to negotiating the contract, ISOC will state its 
requirements for due dilligence. I can't imagine having a contract that did 
not allow for them.
WRT "blindly accept" - that's why I put in a proposed budget in July and an 
agreed budget in November.

> re: 3/ Of course, there can be no assurance that a corporation will be
> tax exempt unless 1/ it already is, or 2/ the IRS rules that it is.
> Scenario O covers the 1st case since the ISOC is already tax exempt.
> The only way to be sure in Scenario C is to wait until the IRS acts and
> that could be many months.  If the 3rd item is truly a prerequisite
> then, even if we incorporated the IASF (not a name that rolls of the
> tongue) next week the IRS might not rule until next summer.

Being a bit facetious here, the only way to be sure the sun will rise in 
the morning is to wait for it to show up.
If we get an organizational charter that a tax attorney is willing to 
assure us "is likely to be accepted as a nonprofit", I (personally) think 
that the risk of the IRS acting irrationally is an acceptable risk, if we 
find that the scenario C solution is the one we want.

              Harald



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