Re: ISOC and PIR board analogies (Was Re: Draft IAB conflict of interest policy)

[John C Klensin <[e-mail]>]

--On Friday, January 17, 2020 12:23 +1300 Jay Daley
<[e-mail]> wrote:

> Randy
> 
>> On 17/01/2020, at 12:09 PM, Randy Bush <[e-mail]> wrote:
>> 
>> andrew and jay
>> 
>> if i was looking at this from 10,000m, which i partially am,
>> jay being anywhere near the pir decision making is a clear
>> conflict of inbterest. that y'all don't see this says a lot
>> about how the ietf/isoc culture sees conflict of interest;
>> which was my point, not to pick on jay.
> 
> If you would be good enough to explain what you see as the
> conflict of interest (i.e. what opportunity is there for me to
> act improperly in this situation?) then I and possibly others
> can take steps to mitigate against that.

Jay,

Since things that are obvious to Randy are sometimes less
obvious to the rest of us (but with the understanding that, in
my experience, when he thinks something is obvious, he is
usually right), let me tell you where I would see a conflict:

Suppose you are IETF Exec Dir and saw your role as protecting
the IETF's revenue stream (I think that is a given with the IETF
LLC and your job description, but reasonably people might
disagree).  Suppose you are also aware of the discussions at
ICANN and associated ISOC presentations that led to ORG being
transferred to PIR, an entity ISOC set up to receive it and
about which some explicit (even if not legally binding)
commitments were made about support for the IETF.  Suppose that
you also believe, by virtue of being an observant sort of human
being, that, even with the IETF LLC arrangements and ISOC's
strong and continuing commitment to supporting the IETF, that
ISOC's ability to send money in the direction of the IETF
depends on ISOC having the money.

Nor suppose you looked, as an observant member of the community,
at the PIR-ISOC-IETF cash flow and came to the same conclusion
that many of us have, i.e., that there are real possibilities
that the domain name marketing business is a bubble and that,
sooner or later, the bottom will drop out of that market and
that, while ORG will continue to be a valuable asset, the income
flow from it might, at best, become a little unstable,
especially relative to rosy predictions about continued growth.
>From an ISOC and IETF standpoint and strictly looking at
finances, that would make spinning off PIR in a way that turned
the expectation of ongoing operating income for ISOC into either
a single large capital payment or something else that was safe
and not coupled to PIR's annual income into a huge win.    And,
as IETF Exec Dir, you would have some obligation to support such
a move without regard to questions like "is this good for PIR?"
or "is it good for registrants and/or users of names registered
in ORG or that might be registered in ORG in the future?".

However, if you were a PIR Director (or to a certain extent
given whatever those old commitments to ICANN and its community
are worth today, an ISOC Director), you would also, perhaps
primarily, have obligations to consider what is good for PIR,
for ORG, and for the ORG registrant and user communities.   If
any of the scary scenarios that have been circulating about the
possible long-term consequences of turning PIR over to a
for-profit entity that many in the community (and least
seemingly-many loud ones) are even plausible, then there would
be a conflict of interests and loyalties between the IETF LLC
and ISOC or PIR Board responsibilities.  There would even be an
appearance of such a conflict if you had been a PIR Executive
when the Ethos Capital deal germinated and you then took the
IETF LLC role.   Those conflicts, or appearance of conflicts,
would exist whether there were any potential financial gain to
you from either outcome.  It has far more to do with questions
that are usually addressed as "whose side are you on?" than
about following the real or potential money, but they would be
conflicts nonetheless.

DISCLAIMER: None of the above depends on any internal or
confidential information, in part because I don't have any.  It
is based purely on some ability to detect and read the writing
on various walls, the ability to do certain kinds of arithmetic,
and some paranoia-enhanced ability to look at particular
situations and guess what might go wrong.

    best,
    john