Subject: Proposed IAOC Administrative Procedures

From: IETF Administrative Director <[email-masked]>
Date: Fri, 28 May 2010 10:15:49 -0700 (PDT)

All;

The IAOC is considering the adoption of IAOC Administrative Procedures
and seeks your comments before adoption.  These procedures address such
matters as quorums, voting, election and removal of the chair,
compensation and expenses, and recusal.  

The proposed procedures are set out below to facilitate your review and
comment.

Thanks

Ray
IETF Administrative Director

IAOC Administrative Procedures 5-27-10

1.	The IAOC shall hold at least ten meetings each calendar year, as face
to face meetings, as teleconferences at which all participants can speak
and hear each other, or as a combination. 

	a.  Notice of the place and time of each regular meeting of the IAOC
shall be provided to each member by email at least ten days before the
date of the meeting.

	b.  Special meetings of the IAOC may be called at any time by the Chair,
or by a majority of the members of the IAOC then in office.  Special
meetings shall be held at such place or places as may be designated in the
notice for the meeting.

2.	The IAOC shall select one member to serve as the Chair.  
	a. Members eligible to serve as Chair are the NomCom, IESG and IAB
appointees to the IAOC, which does not include the IETF and IAB Chairs.

	b. The term of the Chair shall be one year from the time of selection or
the 	remaining time of his or her tenure, whichever is less.  An
individual may serve any number of terms as Chair, if selected by the IAOC
members.

	c. The Chair serves at the pleasure of the IAOC and may be removed from
that position at any time by a two-thirds vote of the IAOC, not counting
the IAOC chair, at a meeting or Special Meeting at which such action was
in the notice of the meeting.

	d. The Chair shall (i) have the authority to manage the activities of
the IAOC and (ii) convene and preside over meetings of the IAOC, but shall
have no other powers or authority beyond his or her powers as an IAOC
member.   If the Chair is not available, then any other voting member may
convene or preside over meetings of the IAOC in the  absence of the Chair.

3.  A quorum for a meeting of the IAOC shall be a majority of the IAOC
then in office.  All decisions of the members must be approved by majority
vote of the members then in office. 

		a.  Except for removal of the Chair, any action of the IAOC may be
taken by e-vote upon the request of the Chair, or by consensus of the
members.  

		b.  Actions of the IAOC, whether taken at a meeting or by e-vote, shall
be duly recorded in minutes and retained in the IAOC's records.

4.	The IAOC shall from time to time appoint a Secretary, who shall record
and publish minutes of the meetings.

5.	The IAOC shall from time to time appoint a Legal Counsel to the IAOC.

6.	The IETF Administrative Director is authorized to execute decisions of
the IAOC on behalf of the IAOC.

7.	The IAOC voting members shall not receive any compensation for their
services as IAOC members from the IASA, ISOC, or IETF.   Expenses for
voting members of the IAOC may be reimbursed upon approval of the IAOC
Chair, or by a consensus of the IAOC, for exceptional cases only.

8.	The IAOC shall be guided by RFC 4071, as amended and supplemented.  

9.	Members shall at all times act in a disinterested manner and consider
only the benefit to the IETF standards process and community as a whole in
discussions and decisions. The Members shall promptly disclose any
material conflict of interest and recuse themselves from related
decisions. 

10.	 These procedures may be amended by a motion passed by a meeting of
the IAOC. Substantive amendments will be posted in advance for a two week
period for comments from the IETF community.

---

From: Sam Hartman <[email-masked]>
Date: Fri, 28 May 2010 17:26:45 -0400

>>>>> "IETF" == IETF Administrative Director <[email-masked]> writes:
    IETF> 9. Members shall at all times act in a disinterested manner
    IETF> and consider only the benefit to the IETF standards process
    IETF> and community as a whole in discussions and decisions. The
    IETF> Members shall promptly disclose any material conflict of
    IETF> interest and recuse themselves from related decisions.

This seems kind of weak to me.  In particular , members are not required
to make a statement of interests that might potentially become conflicts
when they join the IAOC.  In addition, it seems like members are only
encouraged to discuss a conflict when it reaches a point where they must
recuse.

I'd recommend amending this to:

1) Require members to make a statement of their interests when they join
the IAOC or whenever the contents of their statement would materially
change.  Specific wording is tricky here, except that a small Google
search reveals that at least a ]statement of financial interests is very
common and we have many examples of policies to draw from that require
such statements.

2) Members should be encouraged to ask other members if a particular
issue raises conflicts that might fall within that member's stated
interests.  

3) Members are encouraged to discuss their own questions about whether
they have a conflict with the chair or the IAOC as a whole.

I think that without these or similar changes the policy is not strong
enough to meet standards our community should require of leaders charged
with financial matters for the organization.

---

From: SM <[email-masked]>
Date: Fri, 28 May 2010 14:20:20 -0700

>compensation and expenses, and recusal.

The outreach exercise performed by the IAOC is noted.

>The proposed procedures are set out below to facilitate your review and

[snip]

>be duly recorded in minutes and retained in the IAOC's records.

The last minutes published by the IAOC is from March 11.

>8.      The IAOC shall be guided by RFC 4071, as amended and supplemented.

That should be BCP 101.

I am not going to suggest that you put all this in your procedures as 
that's an internal matter.  I understand that the individuals on the 
IAOC are volunteering their free time and trying their best.

In future, if you run experiments, document them.

There is a lot of information that the IAOC is not publishing 
(complete visibility).  The matter was raised last year.

Regards,
-sm

---

From: Ted Hardie <[email-masked]>
Date: Fri, 28 May 2010 15:10:30 -0700

Thanks for forwarding these, some comments in-line.

> shall be provided to each member by email at least ten days before the

It is common to have different notice requirements for in-person and
teleconference meetings.  I would suggest that the IAOC do the same,
using something like 30 days for in-person and two weeks for teleconferences.

> meetings shall be held at such place or places as may be designated in the

Provided it meets the requirements of A.

> appointees to the IAOC, which does not include the IETF and IAB Chairs.

Note that ISOC Board also appoints a member of the IAOC according
to Section 4 of BCP 101; this does not include any information on whether
that appointee could serve.

The section above is actually a modification of BCP 101, in my opinion,
in that it restricts the choice of the IAOC in whom it may select as chair.
According to BCP 101, only a similarly approved document may modify
it, so I think this has to be out of scope.

The paragraphs in b,c,d are actually a restatement of parts of section
4 of BCP 101, and I'd suggest you either state plainly that this is the
case or not include them.  We don't want to get into discussions of
which text rules a particular matter there.

> vote of the members then in office.

I'm fine with this, but I note that there are commonly matters for which a
majority of those present, rather than of all members, is suffcient.  Do you
wish to make such a distinction?

> Chair, or by a consensus of the IAOC, for exceptional cases only.

I'm not sure that 7 is appropriate.  Board members for ISOC can receive
travel expense reimbursement for work undertaken for the Board; it if chose
to provide it for its appointee under a policy like
http://www.isoc.org/isoc/general/trustees/travel.shtml
why would the IAOC object?  I also prefer having expense reimbursement
reviewed by at least two people; could we ask ISOC's CFO to act as the second
reviewer?

> 8.      The IAOC shall be guided by RFC 4071, as amended and supplemented.

I think guided by RFC 4071 is entirely to loose.  It is governed by it.

> material conflict of interest and recuse themselves from related

While I grok what you mean by "act in a disinterested manner" it sounds a
bit if you'd like them to cultivate ennui.  Perhaps "In the discharge of their
duties, member shall at all times act only in the interests of the
IETF community.
Members shall promptly disclose any material conflict of interest, and they
will recuse themselves from decisions where such conflict is present."

> period for comments from the IETF community.

I note that it is common to have a higher bar than simple majority for
changes to things
like by-laws.  If these were just administrative procedures, simple
majority with
two week notice would be fine.  But these seem to me to stray a bit from that.
A change in the conflict of interest policy, which seems to be embedded in this,
seems to me to require a higher bar and longer consultation.

Just my thoughts on it, obviously,

regards,

Ted Hardie

> _______________________________________________
> Ietf mailing list

> [email-masked]
> https://www.ietf.org/mailman/listinfo/ietf
>

---

From: SM <[email-masked]>
Date: Fri, 28 May 2010 18:42:56 -0700

>using something like 30 days for in-person and two weeks for teleconferences.

Yes.

>Provided it meets the requirements of A.

Yes.

>which text rules a particular matter there.

There are some quirks in the procedures.  As it's not an IETF 
Consensus document ...

Restating BCP 101 is not a good idea.  Ted commented about that for 
item 8.  BCP 101 clearly states that "the members of the IAOC shall 
select one of its appointed voting members to serve as the chair of the IAOC".

>I think guided by RFC 4071 is entirely to loose.  It is governed by it.

Yes.

>seems to me to require a higher bar and longer consultation.

   "The IAOC attempts to reach consensus on all decisions.  If the IAOC
    cannot achieve a consensus decision, then the IAOC may decide by
    voting."

>with financial matters for the organization.

It's procedures and not a policy.

Regards,
-sm

---

From: Jari Arkko <[email-masked]>
Date: Sat, 29 May 2010 15:37:26 +0300

Ted, Ray,

I had the same reaction as Ted, and I also see that Sam had concerns on
this part. I like Ted's formulation.

Jari

---

From: Dave CROCKER <[email-masked]>
Date: Sat, 29 May 2010 08:08:24 -0700

>> 9.      Members shall at all times act in a disinterested manner and
>> consider only the benefit to the IETF standards process and community as a
>> whole in discussions and decisions. The Members shall promptly disclose any
> bit if you'd like them to cultivate ennui.  Perhaps "In the discharge of
> their duties, member shall at all times act only in the interests of the
> IETF community. Members shall promptly disclose any material conflict of
> interest, and they will recuse themselves from decisions where such conflict
> is present."

Kudos to the IAOC for developing this draft.

There are two different issues this segment of text ought to cover:

    *  independence
    *  confidentiality

"Conflict of interest" might be taken to cover both, but probably is assumed by
most folk to cover only the first. Worse, the term is quite generic and an
average person will not have the background to treat it as a formal term of art.
That is, they will not know how to apply it to the actual details of their
work.  It's simply not a behaviorally precise term for most people.

That said, it's a familiar term.  So I suggest keeping the term, but explicitly
listing both independence and confidentiality as issues, and also listing the
typical groups that are meant to be excluded from influence and information.
These are: employers, colleagues, friends and family.  Feel free to expand the 
list...

d/
-- 

   Dave Crocker
   Brandenburg InternetWorking
   bbiw.net

---

From: James Galvin <[email-masked]>
Date: Sat, 29 May 2010 13:05:09 -0400

-- On May 28, 2010 10:15:49 AM -0700 IETF Administrative Director 
<[email-masked]> wrote regarding Proposed IAOC Administrative Procedures 
--

> ...
> the IAOC and (ii) convene and preside over meetings of the IAOC, but
> shall have no other powers or authority beyond his or her powers as
> an IAOC member.   If the Chair is not available, then any other
> voting member may convene or preside over meetings of the IAOC in the
> absence of the Chair.

A detail that hasn't been comment on yet is that it seems odd to me 
that only certain members can be chair and, yet, if the chair is not 
available any voting member may serve.

I suggest the phrase "any other voting member" be modified to say "any 
other member who would otherwise be eligible to serve as Chair".

Jim

---

From: Marshall Eubanks <[email-masked]>
Date: Sat, 29 May 2010 18:04:12 -0400

On May 29, 2010, at 1:05 PM, James Galvin wrote:

>
>
> -- On May 28, 2010 10:15:49 AM -0700 IETF Administrative Director <[email-masked] 
> > wrote regarding Proposed IAOC Administrative Procedures --
>

Note that is doesn't say that any member can serve - it says any  
member can convene and chair the meetings. This is, of course, done  
with full visibility from the members at the meeting.

However, I do think you have a point and agree with this suggestion.

>
> I suggest the phrase "any other voting member" be modified to say  
> "any other member who would otherwise be eligible to serve as Chair".
>

I would remove the redundancy and shorten this to

"Any member eligible to serve as Chair may convene or preside over  
meetings of the IAOC in the
absence of the Chair."

Regards
Marshall

---

From: James Galvin <[email-masked]>
Date: Sat, 29 May 2010 19:33:23 -0400

-- On May 29, 2010 6:04:12 PM -0400 Marshall Eubanks 
<[email-masked]> wrote regarding Re: Proposed IAOC Administrative 
Procedures --

> meetings of the IAOC in the

Works for me.

Jim

---

From: Michael StJohns <[email-masked]>
Date: Sat, 29 May 2010 20:17:22 -0400

It may be that there needs to be a separate document covering conflict of interest for the IAOC and Trustees and this document would then just indicate that members will comply with that policy at all times.

I found www.nonprofitrisk.org/advice/samples/ConflictPolicy.doc  and others googling "conflict of interest policy non-profit".  They may be a decent starting point for establishing a COI policy.

I don't think you can actually capture what the behavior we expect of the board members with respect to COI in just a single paragraph.

Mike

---

From: John C Klensin <[email-masked]>
Date: Sat, 29 May 2010 20:28:39 -0400

--On Friday, May 28, 2010 10:15 -0700 IETF Administrative
Director <[email-masked]> wrote:

> All;
> 
> The IAOC is considering the adoption of IAOC Administrative
> Procedures and seeks your comments before adoption.  These
> procedures address such matters as quorums, voting, election
> and removal of the chair, compensation and expenses, and
> recusal.  
> 
> The proposed procedures are set out below to facilitate your
> review and comment.

Hi.

While I appreciate the opportunity to review this document, I
think several elements of it are not merely ill-conceived but
improper.  Several of the reasons have been given by others but,
at the risk of repeating:

(1) The IAOC does not have any authority to alter, update,
restate, modify, or clarify BCP 101.  It should avoid text that
appears to do so, even if the intent is simply to summarize,
because inadvertent conflicts and confusion are an inevitable
consequence of doing so.  In addition to the examples I remember
being given by Ted Hardie and others...

(1a) The IAOC may decide to not appoint the IAB or IETF Chairs
or the ISOC appointee as IAOC Chair, and I think that those
people would be ill-advised to accept the role for several
reasons.  But BCP 101 is quite clear on the latter and arguably
clear on the other two: the text says "shall select one of its
appointed voting members...".  Clearly the ISOC-appointed member
is qualified; the text uses exactly the same terminology to
describe that person as it does the Nomcom, IESG, and IAB
appointees, only the appointing body is different.  There is
some ambiguity about the ex-officio voting members -- clearly
they are appointed by someone.  If the IAOC is convinced that
BCP 101 needs modification, I think the community should see an
I-D proposing such an update, to be processed via the usual
consensus process.  Trying to make the change via a supposed
administrative procedure document is just improper.

(1b)  The responsibility and accountability relationships are
also fairly clear in BCP 101 ("...those members do not directly
represent the bodies that chose them.  All members of the IAOC
are accountable directly to the IETF community....".  Trying to
clarify this can easily change its sense.  In particular,
Section 9 of the new proposal (in addition to issue with
"disinterested") implies a slightly different set of criteria.
In addition to the issues mentioned in other notes, Section 9
reopens the question of the role of the IAB and IESG Chairs as
ex-officio members of the IAOC.  They are either there to
represent the perspectives of the IAB and IESG and the IAOC's
perspective back to the relevant bodies (which those "appointed"
by those bodies explicitly are not) or the justification for
having those two people ex-officio in those positions
disappears.  If the IAOC believes that should be changed, then,
again, the IAOC should make a proposal to the community for
discussion and approval under the normal consensus procedures.
I note that one such proposal was put on the table some months
ago but that the relevant Area Director made it clear that he
had no intention of letting the community consider it.

(1c)  The proposed text says "d. The Chair shall (i) have the
authority to manage the activities of the IAOC and (ii) convene
and preside over meetings of the IAOC, but shall have no other
powers or authority beyond his or her powers as an IAOC member."
But BCP 101 indicates that requests "for review should be should
be addressed to the IAOC chair...", which implies at least one
additional piece of "power or authority".  Again, it seems
inappropriate for this type of document to restart BCP 101
provisions in a way that could be interpreted as changing them.

(1d) While I think clear conflict of interest and disclosure
provisions are a good idea (and I'm actually supportive of Sam's
formulation), BCP 101 appears to be comprehensive wrt the
qualifications or IAOC membership.  If there is any language in
it that says "the IAOC may impose additional requirements on its
membership", I can't find it.  If the IAOC imposes a disclosure
requirement and some member ignores it, the only thing the other
IAOC members can do about it is to initiate or foment a recall
action.  The Nomcom, IAB, IESG, or ISOC BoT can fairly clearly
impose disclosure requirements as part of their selection
process, but cannot enforce later disclosures except, again, by
recall.  If the community doesn't like that (and I think it
shouldn't like it), then we need to open BCP 101 via the usual
procedures.  About the most the IAOC can do is establish a
voluntary procedure for such disclosures... which is certainly
not what the current proposed language does.

(2) The IAOC is in breach of its responsibilities to the IETF
community as specified in BCP 101 as well as commitments it
made, with some fanfare, about a year ago.  Despite promises
that minutes would more accurately and comprehensively reflect
decisions and considerations and that they be brought up to date
and kept up to date, and that professional staff was being used
to facilitate that, we are now back to having minutes running
some months behind.  That is particularly important to this case
because the community is, IMO, entitled to see discussion in the
minutes of the IAOC decision to create this document and its
evolution, not simply see a "here it is, please comment" note
from the IAD.  Until the minutes are current, and kept current,
I do not believe that IAOC should be producing new procedural
documents, nor that the community should approve them, at least
without a clear exposition of the problems being solved and
evidence that there is an emergency (of course, if there were
minutes, I assume we would find both there).

    john