>In general the process as executed by Jon is upside down. We have by laws
>but no articles of incorporation. Under normal US law we must have the
>articles first and the by-laws second.
Not so, they can be instantiated simultaneously.
>Jon needs to answer some questions. 1. where are the articles? 2. who
>will file the articles of incorporation? In most states it takes 3 people.
Try Delaware, where most US corps reside, it only takes one. Costs about
$300 and incorporate.com will do most of the leg-work for you.
I'm planning a full analysis tomorrow, so I won't comment further. I just
wanted to comment on the above two mis-assertions.
Prime Facie, I don't like it (current draft-Postel) But I may change my
mind by tomorrow <grin>, in detail.
___________________________________________________
Roeland M.J. Meyer, ISOC (InterNIC RM993)
e-mail: <mailto:rme...@mhsc.com>rme...@mhsc.com
Internet phone: hawk.mhsc.com
Personal web pages: <http://www.mhsc.com/~rmeyer>www.mhsc.com/~rmeyer
Company web-site: <http://www.mhsc.com/>www.mhsc.com/
___________________________________________
SecureMail from MHSC.NET is coming soon!
As the Africans, who appear to have been pretty much ignored by the IFWP
process, are now scheduling a meeting, will it be held in conjunction with
that?
randy
> In draft 3 of the IANA by laws Jon Postel has crafted a structure with a
> strong potential for viability. He asks for our endorsement of the
> structure. Unfortunately we cannot buy the house that Jon has built
> without knowing who will be running it.
>
> **There is nothing there to indidcate how the nine at large board members
> are to be chosen.** Yet presumably it is they who will confer legitimacy
> on the names organization. And allow three members from that organization
> to join the board. I find it amazing that we are supposed to endorse the
> structure before we have any notion of how those who run it will be
> selected.
The new articles and bylaws have several more interesting features.
For example, previously 80% majorities were required to amend the
articles or bylaws. In the current iteration:
* there is no limitation at all on the power of the Board to
modify the articles
* the majority required to amend the (far less important)
bylaws has been reduced to 2/3
This means that the articles and bylaws can be changed in the most
fundamental way by the Board without a great deal of difficulty.
For a corporation with the degree of responsibility that IANA is
to have, this is quite remarkable. Given the fact that there is
to be no membership and the Board selects the Board, it is amazing.
> Later today will be another teleconference of the IFWP steering committee.
> It is very clear that the ISOC forces will now say that there need be no
> closure meeting since Jon has ended the process by handing down version 3
> of the by laws. I suggest that it is incumbent on the 11 majority members
> of IFWP to see that the closure meeting is held in order to see that this
> open "process" of Jon does not impose his narrow choice of a self
> perpetuating Iana board on the inter net. If jon goes forward on his
> present course I predict that we will see a failure of this process marked
> by legal action by those whom he chooses not to enfranchise, or a failure
> of the process marked by government take over.
--
Jim Dixon Managing Director
VBCnet GB Ltd http://www.vbc.net tel +44 117 929 1316
---------------------------------------------------------------------------
Member of Council Telecommunications Director
Internet Services Providers Association EuroISPA EEIG
http://www.ispa.org.uk http://www.euroispa.org
tel +44 171 976 0679 tel +32 2 503 22 65
>Jon talks about the open process he has run. It is a process
>where information is collected and taken into a smaller circle
>of advisors who meet and discuss options and then make their
>Pronouncements informing the rest of us what will happen.
I think this is a bum rap.
I give plenty of credit to IANA for:
(1) Coming up with and publishing, on the Web
(http://www.iana.org/news.html), an initial draft to the articles of
incorporation and the by-laws, thus giving people something concrete to
shoot at;
(2) Providing a Web-based mechanism for comments;
(3) Publishing all such comments on the Web for all to see; and
(4) Publishing subsequent drafts that do, in my opinion, address in good
faith not only the formal comments received, but also issues discussed
in various mailing lists.
How would the process be made more open? I'm not sure what standard you
are holding IANA against, Gordon. The process is at least as open, if
not more so, than the process by which the Green and White Papers were
developed.
I made comments to the second draft, via the Web, regarding ambiguities
in the 2nd draft regarding the Board's powers, and I'm a self-proclaimed
nobody on these issues. I was pleased to see these comments addressed
and the ambiguities rectified in the 3rd draft.
I prefer discussions of the merits/weaknesses of the draft to these
knee-jerk criticisms of the process, particularly since I consider such
criticisms unfounded.
>In general the process as executed by Jon is upside down. We
>have by laws but no articles of incorporation.
Previous drafts from IANA did not include a draft of the Articles of
Incorporation. However, IANA did publish proposed Articles of
Incorporation in conjunction with publication of the 3rd draft, so your
criticism is inaccurate. See http://www.iana.org/description.html,
which points to http://www.iana.org/articles1.html. Note: The Articles
of Incorporation are, IMHO, highly uninteresting. :-)
>Left out existing commercial registry (NSI), domain name
>rights coalition, open orsc, trade mark interests, the
>assoc for interactive media, cix, and isp/c. Leaving such
>folk out is unconscionable in view of the fact that the
>nine at large members are choosen to represent the commercial,
>non technical, interests above.... IE the rest of the world
>apart from the protocol, names, and numbers folk.
I cannot agree that the groups you name are in any way
"disenfranchised." To the contrary. The 9 at-large members are on the
Board *in addition to* three representatives from each of four
Supporting Organizations: the Address Supporting Organization, the
Domain Name Supporting Organization, and the Protocol Supporting
Organization.
NSI, DNRC, trademark interests, etc. presumably will participate in the
Domain Name Supporting Organization; the 3 Board members from the DNSO
will represent their views. In addition, it is conceivable that
at-large members will include others who are capable of representing the
views of any of these groups. According to the bylaws (Section 9.C.),
the process for electing at-large Board members "shall include
soliciting nominations from Internet users and industry participants
organizations representing such."
Frankly, I *do* have some discomfort with having current at-large Board
memebers choose new at-large Board members. Also, I think that the
draft's language regarding Board election is written in tortured English
and, consequently, is a bit unclear.
Typically, Boards are elected by shareholders (in the case of
for-profits) or members (in the case of most non-profits). The
difficulty here is defining who is a member, and how to keep any one
constituency from "stacking the deck" by playing games with membership
rules.
I don't have a solution to those problems. The Draft's approach
possibly is the "least worst alternative." I will lend a keener ear to
those proposing alternatives, as opposed to those demonizing Jon Postel.
Pete
______________________________________________________________________
Peter J. Farmer mailto:pfa...@strategies-u.com
Strategies Unlimited Voice: +1 650 941 3438
201 San Antonio Circle, Suite 205 Fax: +1 650 941 5120
Mountain View, CA 94040 WWW: http://www.strategies-u.com
Just to be sure I understand, are you saying you like or
dislike these changes?
--
Dan Steinberg
SYNTHESIS:Law & Technology
35, du Ravin
Box 532, RR1 phone: (613) 794-5356
Chelsea, Quebec fax: (819) 827-4398
J0X 1N0 e-mail:dst...@travel-net.com
> Jim,
>
> Just to be sure I understand, are you saying you like or
> dislike these changes?
> > This means that the articles and bylaws can be changed in the most
> > fundamental way by the Board without a great deal of difficulty.
> > For a corporation with the degree of responsibility that IANA is
> > to have, this is quite remarkable. Given the fact that there is
> > to be no membership and the Board selects the Board, it is amazing.
Given the importance of IANA, this lack of accountability is remarkable,
indeed amazing, and wholly unacceptable.
> Typically, Boards are elected by shareholders (in the case of
> for-profits) or members (in the case of most non-profits). The
Our company belongs to ISPA UK, Nominet, the LINX, and MaNAP. All
of these are UK Internet bodies, all are non-profit, and all have
members. In each case the board is fully accountable to the
membership.
> difficulty here is defining who is a member, and how to keep any one
> constituency from "stacking the deck" by playing games with membership
> rules.
I see. To avoid members playing games with the membership rules,
we have a self-selected board. That is surely an improvement.
> I don't have a solution to those problems. The Draft's approach
> possibly is the "least worst alternative." I will lend a keener ear to
> those proposing alternatives, as opposed to those demonizing Jon Postel.
The draft's approach is far from the "least worst". Criticizing the
drafts is not an attack upon Jon Postel (but do note that while he
is not a demon, neither is he a god). Those of us who have spent
weeks of our lives slogging through the IFWP process do not need any
lectures about proposing alternatives.
The IFWP process repeatedly agreed that the new corporation should
have a membership, that the Board should be accountable to that
membership, and that the powers of the Board should be carefully
limited. This is good advice for any entity responsible for great
assets held in trust for the public. The IANA drafts have steadily
moved away from these simple and wise principles.
>> difficulty here is defining who is a member, and how to keep any one
>> constituency from "stacking the deck" by playing games with
>>membership rules.
>
>I see. To avoid members playing games with the membership rules,
>we have a self-selected board. That is surely an improvement.
Jim, I "feel your pain" but don't appreciate your sarcasm here.
As stated in my post, I am uncomfortable with the Board selection
process as proposed, but I personally have not seen ideas for defining
"membership" in the "new entity" that was not fraught with problems.
Perhaps ISPA UK, Nominet, the LINX, or MaNAP provides some good models
for defining membership. I'd be interested in hearing more.
>Criticizing the drafts is not an attack upon Jon Postel
I agree wholeheartedly. However, the central theme of Gordon's post
*was* an attack on Jon Postel on the (now somewhat wearisome) grounds
that "his draft" was put together in a secret room by secretive people
etc.
>The IFWP process repeatedly agreed that the new corporation should
>have a membership, that the Board should be accountable to that
>membership, and that the powers of the Board should be carefully
>limited.
And who could disagree?
The challenge is in turning these desires into a concrete, working
proposal. In particular, I am interested in pointers to superior
approaches regarding election of at-large Board members to the "new
entity."
> >> difficulty here is defining who is a member, and how to keep any one
> >> constituency from "stacking the deck" by playing games with
> >>membership rules.
> >
> >I see. To avoid members playing games with the membership rules,
> >we have a self-selected board. That is surely an improvement.
>
> Jim, I "feel your pain" but don't appreciate your sarcasm here.
To avoid sarcasm, refrain from pseudo-critiques like the one quoted
above. To my mind, any group of say 100+ people with a proven
serious interest in these questions (those who replied to the NOI
or Green Paper? those who attended the IFWP conferences?) is
preferable to a tiny clique selected by ye olde meeting behind
closed doors.
The number of people with schemes for stacking the deck is quite
impressive. The IFWP steering committee has been stuffed with such
people. Conference calls these days are full of endless
policy-based discussions; practical discussions about how to arrange
and pay for neutral venues are pushed aside by all those people with
agendas.
This is the IFWP. If you think that Jon Postel isn't surrounded by
a small crowd of earnestly smiling advisers proposing one or another
nifty little scheme and arguing that, oh, it just wouldn't do to let
the Great Unwashed in on these private discussions of ours, you are
very naive.
> As stated in my post, I am uncomfortable with the Board selection
> process as proposed, but I personally have not seen ideas for defining
> "membership" in the "new entity" that was not fraught with problems.
An Interim Board selected by some secret backroom process, a self-
selecting Board, and articles that can be casually changed are much
worse than any membership scheme I have seen proposed yet. Give me
anyone's membership scheme, even if it is set in stone, it is better
than what the recent IANA drafts have proposed.
> Perhaps ISPA UK, Nominet, the LINX, or MaNAP provides some good models
> for defining membership. I'd be interested in hearing more.
ISPA UK lets virtually anyone join. They have to claim that they
are somehow providing one or another Internet-related service.
They have to pay a fee ranging from 250 to 750 pounds (more for
sponsors). One full member, one vote. ISPA has about 90 members.
Nominet's members are registrars in .UK. Anyone can join for 500
pounds (last time I checked). That's one vote, but people who
register more names can pay more and get more votes, up to 10.
Nominet has 600 or so members.
The LINX and MaNAP are both exchange points owned by their members.
One member, one vote. The LINX has 50 or so members, MaNAP about
16.
All of these organisations have boards elected by their members.
All but MaNAP have had at one time or another feverish interest
from the membership that seriously affected how the organisations
are run.
> >Criticizing the drafts is not an attack upon Jon Postel
>
> I agree wholeheartedly. However, the central theme of Gordon's post
> *was* an attack on Jon Postel on the (now somewhat wearisome) grounds
> that "his draft" was put together in a secret room by secretive people
> etc.
Uhm, is that a terribly unfair description of the process? Do you
know who is involved in generating these IANA drafts? I have seen
at least one list of those involved, but have never ever seen this
openly confirmed by IANA.
> >The IFWP process repeatedly agreed that the new corporation should
> >have a membership, that the Board should be accountable to that
> >membership, and that the powers of the Board should be carefully
> >limited.
>
> And who could disagree?
Indeed.
> The challenge is in turning these desires into a concrete, working
> proposal. In particular, I am interested in pointers to superior
> approaches regarding election of at-large Board members to the "new
> entity."
During the IFWP conferences many different schemes for appointing
directors have been discussed. Unfortunately IANA has adopted the
one most commonly rejected.
>How would the process be made more open? I'm not sure what standard you
>are holding IANA against, Gordon. The process is at least as open, if
>not more so, than the process by which the Green and White Papers were
>developed.
>
Cook: Take a look at domain...@open-rsc.org That is an *OPEN*
process. instead of asking for his ring to be kissed the POPE should be
talking to the rest of us. I never ever defended the "openness" of the
white paper. Jon and becky's process are cut from the same cloth.
>From Dan Steinberg <dst...@travel-net.com> on domain...@open-rsc.org
early this morning:
My first read on his FAQ made me cautiously optimistic.
Then I read it again, and went to look at the actual text.
Disconnect. major disconnect.
We still have the board deciding on who the supporting
organizations will be, so it's a self-perpetuating
paternalistic organization. Jim Fleming called ORSC "On
Richard's Street Corner". This is "On the Board's Street
Corner" OBSC (c) 1998.
All in all, more of the same thing. More of the same
arrogance. Nowhere is it better expressed than in the
choice of location. At the IFWP lawyers meeting, Jon's
lawyer (the guy who takes responsibility for the draft) said
"It's not a big deal. We're not married to California". He
agreed to form a committee of two with Tamar Frankel and
report back to the IFWP process. Now we read "It's
California unless you can think of a better place".
Sorry. Doesn't fly. Does not compute. etc.
Stef. I don't want to put you in a difficult position, but
someone's gotta raise these issues. And I'm not there on
the convention floor. Translation: everyone has to go read
the texts (not the e-mail) and file comments here for Stef
and anyone else participating in the IETF meeting to take to
the floor for question period.
End steinberg quote
>I made comments to the second draft, via the Web, regarding ambiguities
>in the 2nd draft regarding the Board's powers, and I'm a self-proclaimed
>nobody on these issues. I was pleased to see these comments addressed
>and the ambiguities rectified in the 3rd draft.
>
>I prefer discussions of the merits/weaknesses of the draft to these
>knee-jerk criticisms of the process, particularly since I consider such
>criticisms unfounded.
Well Peter, don't like cook? don't like Steinberg? then try jim dixon's
com-priv finding on for size:
Dixon: The new articles and bylaws have several more interesting features.
For example, previously 80% majorities were required to amend the
articles or bylaws. In the current iteration:
* there is no limitation at all on the power of the Board to
modify the articles
* the majority required to amend the (far less important)
bylaws has been reduced to 2/3
This means that the articles and bylaws can be changed in the most
fundamental way by the Board without a great deal of difficulty.
For a corporation with the degree of responsibility that IANA is
to have, this is quite remarkable. Given the fact that there is
to be no membership and the Board selects the Board, it is amazing.
end Dixon text
or letys try a few words from mikki barry and attorney from DNRC in
response to kent crispin's complaint;
> The FAQ on the web site explains the choice of a California
> corporation. From the FAQ: Delaware corporate law is oriented
> to for-profit corporations, and in fact has no special provisions
> for non-profits. California has a well-developed body of
> non-profit corporate law, and, perhaps more importantly, has a
> judiciary that is very knowledgable about technical matters, relative
> to other states...
Barry: In the lawyer's meeting at the Singapore IFWP, the representative
from Jones
Day (who wrote the last iteration of the bylaws. I think his name was Mr.
Levi) basically agreed with the analysis that California was not necessarily
the appropriate venue for the incorporation, and world work with the lawyer's
committee from IFWP to make that decision. To my knowledge, this has not
occurred.
The Jones Day representative also said he would work with NSI to make the
proposals a collaborative effort, and more reflective of the consensus points
of the IFWP process. To my knowledge, this has also not occurred.
Which makes me wonder just a bit....
End mikki barry quote
COOK: Jones Day is IANA's attorney.
I wonder what motivates you peter. Are you really so naive that you trust
Jon totally to pick the nine board members?? **THIS** was the fundamental
crux of my complaint....and yet you ignore it. why??
a little history lesson peter. this whole GD dispute derives its source
from the refusal of Jon Postel and ISOC to listen to interests other than
their own. After two years of exhaustive battles these people are still
playing the same game and trying to pretend that the other interests noted
in my comment below don't exist.
jon has built a structure that can work. but next time if youd bothered to
read what I wrote you might be willing to acknowledge that on the question
of the board..... the very nine people from whom criticqql policy decision
will come there is a big fat nothing.....and this draft gives that board
more power no less. the board is the beef (remember the wendys commercial)
and damn it i want to see the beef and know who and how it gets to be
choosen.
>>Left out existing commercial registry (NSI), domain name
>>rights coalition, open orsc, trade mark interests, the
>>assoc for interactive media, cix, and isp/c. Leaving such
>>folk out is unconscionable in view of the fact that the
>>nine at large members are choosen to represent the commercial,
>>non technical, interests above.... IE the rest of the world
>>apart from the protocol, names, and numbers folk.
>
>I cannot agree that the groups you name are in any way
>"disenfranchised." To the contrary. The 9 at-large members are on the
>Board *in addition to* three representatives from each of four
>Supporting Organizations: the Address Supporting Organization, the
>Domain Name Supporting Organization, and the Protocol Supporting
>Organization.
>
uh huh..... listen up peter. Again my point is whether there is a shred
of evidence that the process going between jon and his cronies in ISOC will
give us a board member from any of these constituencies????
You twist my complaint out of shape peter why?
WHO IN THE HELL ARE THE NINE AT LARGE FOUNDING BOARD MEMBERS GONNA BE
PETER!!@!!
THAT IS THE QUESTION..... YOU CAN READ IF YOU CHOOSE....YET YOU CHOOSE TO
READ ONLY WHAT YOU WANT.
>NSI, DNRC, trademark interests, etc. presumably will participate in the
>Domain Name Supporting Organization; the 3 Board members from the DNSO
>will represent their views. In addition, it is conceivable that
>at-large members will include others who are capable of representing the
>views of any of these groups. According to the bylaws (Section 9.C.),
>the process for electing at-large Board members "shall include
>soliciting nominations from Internet users and industry participants
>organizations representing such."
>
>Frankly, I *do* have some discomfort with having current at-large Board
>memebers choose new at-large Board members. Also, I think that the
>draft's language regarding Board election is written in tortured English
^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^
>and, consequently, is a bit unclear.
>^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^
NO SHIT!
>Typically, Boards are elected by shareholders (in the case of
>for-profits) or members (in the case of most non-profits). The
>difficulty here is defining who is a member, and how to keep any one
>constituency from "stacking the deck" by playing games with membership
>rules.
>
>I don't have a solution to those problems. The Draft's approach
>possibly is the "least worst alternative." I will lend a keener ear to
>those proposing alternatives, as opposed to those demonizing Jon Postel.
>
Cook: my my my peter.....instead of slinging words like demonizing around
how aboutnot blowing smoke on the list in order to distract readers from my
principal complaint?
Who you strategizing for on this one peter?
>Pete
>______________________________________________________________________
>Peter J. Farmer mailto:pfa...@strategies-u.com
>Strategies Unlimited Voice: +1 650 941 3438
>201 San Antonio Circle, Suite 205 Fax: +1 650 941 5120
>Mountain View, CA 94040 WWW: http://www.strategies-u.com
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Cook: once again this is a false assertion by farmer. the principal
criticism was that postel didn't tell us who will choose the original nine
at large board members.
Cook: Now pete let me bend over backwards to please you....from what i and
others have said Postel acted on his own without any public discussion.
other than ITAG if he had advisors we don't have a clue who they are. Have
you ever looked at open orsc with its civil discourse rules? jon could
have made his presence known there if he cared to..... virtually every one
else has. Jon doesn't care to do so. this does not speak well for Jon.
farmer opines: The challenge is in turning these desires into a concrete,
working proposal. In particular, I am interested in pointers to superior
approaches regarding election of at-large Board members to the "new
entity."
Cook: election when?????? after the original nine board members are
appointed?? Whoppe do..... too damned late then Peter. the first will
be appointed....not elected if IANA and ISOC get their way. you do
understand that?
>Cook: Take a look at domain...@open-rsc.org That is an *OPEN*
>process. instead of asking for his ring to be kissed the POPE should be
>talking to the rest of us.
The discussion on the Domain Policy list is, indeed, open and
free-flowing, but discussion in and of itself does not produce draft
documents. IANA does deserve credit for producing concrete drafts.
But I do see your point and agree that it WOULD be nice if Jon Postel
etc. participated on these on-line forums as well as producing drafts.
(Even though it's a time-sink.)
>Well Peter, don't like cook? don't like Steinberg? then try
>jim dixon's com-priv finding on for size:
Jim offers strong criticism regarding ease of changing bylaws and
selection of at-large Board seats. As I've said earlier, I, too, am
troubled by the Board selection process, as is Dan Steinberg.
>Are you really so naive that you trust Jon totally to pick
>the nine board members?? **THIS** was the fundamental
>crux of my complaint....and yet you ignore it. why??
Nope.. didn't ignore it; just used more diplomatic language. A
difference in style, Gordon.
<teasing on>
When I say
>>Frankly, I *do* have some discomfort with having current
>>at-large Board memebers choose new at-large Board members.
the tone is equivalent to you saying
>WHO IN THE HELL ARE THE NINE AT LARGE FOUNDING BOARD MEMBERS
>GONNA BE
</teasing>
I think there's GOTTA be a better way to choosing the Board members. I
simply don't know what the hell it is.
Recent posts by Jim Dixon have me thinking that maybe I overestimate the
problem of defining "membership" and maybe there's a decent way of doing
it.
>I wonder what motivates you peter.
>[snip]
>Who you strategizing for on this one peter?
Um... are you suggesting anything here? I participate on these lists in
a private capacity only. The clients of the company I work for
(principally component manufacturers in the optoelectronics,
RF/wireless, and photovoltaics industries) are, ahem, not terribly
interested in domain name issues. (Resolution of domain-name trademark
issues may have some effect on demand for vertical-cavity
surface-emitting lasers, but the effect is rather indirect -- ha.)
That said, why I engage in these discussions is between me and my
shrink.
I may be full of shit, Gordon, and I don't mind anyone saying so. I
honestly don't intend to "[blow] smoke on the list in order to distract
readers from [your] principal complaint."
I humbly suggest that your oft-repeated refrain about "lack of openness"
of "Jon's process" gets in *my* way of appreciating your key argument.
This is something I'll try to overcome... but we all have room to learn.
Clearly this calls for a Group Hug. :-)
>I am sorry that calling Jon's process not open got in your
>way. HOWEVER,the fact of the matter is that by internet
>standards jon's process has NOT been open.
This may sound odd, but in my extreme moments (and I was in one this
morning), I don't give a damn about the process. The product is the
only thing that counts. Sometimes people whine about process as an
excuse for failing to come up with their own proposals, and that
aggravates me.
(It's no surprise, given this attitude, that I left government service
-- I once did benefit-cost studies for Corps of Engineers water
projects! -- for the private sector some 15 years ago. My definition
of hell is waking up and finding I had Jon Postel's, Ira Magaziner's, or
Don Heath's job.)
On reflection, I suppose the feeling that there has been open, public
participation is, in fact, part of the "product." The process has felt
open to me, but, as you suggest, I may be operating from a different
point of reference.
Pete