Re: Upcoming: further thoughts on where from here

Margaret Wasserman <margaret@thingmagic.com> Tue, 21 September 2004 13:26 UTC

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Date: Tue, 21 Sep 2004 09:07:51 -0400
To: Harald Tveit Alvestrand <harald@alvestrand.no>, Brian E Carpenter <brc@zurich.ibm.com>, Leslie Daigle <leslie@thinkingcat.com>
From: Margaret Wasserman <margaret@thingmagic.com>
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Subject: Re: Upcoming: further thoughts on where from here
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Hi Harald,

At 12:04 PM +0200 9/21/04, Harald Tveit Alvestrand wrote:
>I've seen some argument that Scenario C, being more well-defined, is 
>actually less complex than Scenario O.

I share Brian's belief that Scenario C is more complex.  The document 
for Scenario C currently focuses on the mechanics of incorporation 
(as it should, I think) so it doesn't delve into some of the topics 
that Scenario O covers, such as what decisions will be made at each 
level of the resulting corporation. Since we will maintain a 
relationship with ISOC for funding, the work required for Scenario C 
is really a superset of Scenario O.

For example, I think that there is a lot that needs to be clarified 
regarding the duties of the BoT, Treasurer and IAD regarding fiscal 
management of the IASF.

The IASF BoT is a corporate board with full "buck stops here" 
fiduciary responsibility for the fiscal and legal management of the 
IASF corporation.  We haven't indicated that the IASF would have a 
President/CEO or that the IAD would be an officer of the IASF.  So, a 
lot responsibility for direct fiscal management may fall on the 
Treasurer (chosen by the IASF Board) and the Board itself.  Unless 
the IASF board authorizes the IAD to write checks on behalf of the 
IASF (with only a single signature), the Treasurer or an authorized 
BoT member will have to sign every check.  The IASF BoT would need to 
make employment policies, decide what types of benefits their 
employee(s) should get, review and approve tax exempt filings, handle 
payroll, etc.

So, at least one of the IASF BoT should probably be an accountant, 
maybe we should include a lawyer, and some reasonable number of them 
should have executive-level business skills including an 
understanding of employment law, etc.

I think that the current Scenario C document underestimates the 
complexity of selecting such a BoT and setting up the internal 
structures and policies that would make a corporation operational.

>Also, I was surprised to find that of the two timelines in the 
>writeups, the one for Scenario C was the shorter one. (That may 
>reflect the writers' degree of optimism, however!)

What do you consider to be the end of the Scenario O timeline?

I see a few dates for contracts in Scenario C, but most of those 
dates seem to be for actions that the IETF leadership (by which I 
assume you mean the IAB/IESG) will take in parallel with setting up 
the IASF corporation.  Is there a target date for incorporation of 
the IASF or a timeline for the BoT selection?

The Scenario O timeline is (IMO, as the person who wrote it) 
extremely aggressive -- it is a push goal, not a likely outcome.  One 
principle of the Scenario O timeline that makes the contract work 
happen later than the dates in the Scenario C document is that the 
initial contracts and major decisions about the structure of the IASA 
effort should be worked out by the people who need to manage them 
longer term, not by the already overloaded IETF technical leadership.

I think that the community will need to weigh these trade-offs (quick 
start using existing technical leadership vs. waiting until we 
appoint the people whose job this will be and let them do it).  We 
will have to make this trade-off in either Scenario, independent of 
which one we choose.  Our choice may depend on our assessment of how 
urgent it is to get these contracts formalized.

Margaret

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