Minutes of the IAOC Call, 10:00AM EDT (14:00 UTC), Thursday, 16 June 2011 Lynn St. Amour [ABSENT] Eric Burger [PRESENT] Marshall Eubanks [ABSENT] Bob Hinden [PRESENT, Chair] Russ Housley [PRESENT] Ole Jacobsen [PRESENT] Bernard Aboba [PRESENT] Ray Pelletier [PRESENT, IAD] Dave Crocker [PRESENT] Greg Kapfer [PRESENT, GUEST] Suresh Krishnan [SCRIBE] The Proposed IAOC Agenda for this meeting was 1. Minutes 2011-04-21 2. Insurance 3. DB Conversion WO #5 4. Alt Streams Development Update 5. RSOC Request 6. xml2rfc Development Update 7. Legal Services Agreement 8. Secretariat RFP Schedule 9. Meetings Update 10. Financial Advice to ISOC BoT 11. TZ Database 12. AOB 1. Minutes ========== Postponed to next call. 2. Insurance Greg gave an update on insurance coverage. ISOC has undertaken a review of its insurance policies. For the past several years, ISOC policies have been written to cover both the IETF and the Trust. In this policy review (in which we are establishing a common renewal date of June 1), Greg made some recommendations to strengthen the coverages for ISOC and the IETF, and to add separate coverages for the IETF Trust. The separate policies for the Trust provide clearer coverage, since the Trust is a separate entity and ISOC does not have any ownership or governance role. In past years, the IETF and IASA have been allocated costs for only a Foreign Liability policy and a Directors and Officers policy. Last year, ISOC expanded its policies to include Professional Liability, Crime, and Kidnap/Ransom insurance. This year, ISOC also added a separate and more robust Umbrella policy. Greg discussed the following coverages: 1. General Liability & Umbrella These policies cover third party lawsuits alleging that the insured has caused bodily injury or property damage to a third party. This coverage is particularly important for events sponsored by ISOC or the IETF. Once General Liability limits are exhausted, ISOC carries an excess liability, or Umbrella, policy to provide further coverage. 2. Directors & Officers This policy protects the Entity, staff and Trustees from 3rd party suits alleging mismanagement of the organization. 3. Foreign Package This policy covers ISOC should it be sued outside the United States. ISOC first purchased this coverage in 2008. ISOC also carries liability coverage in Geneva, but this package would cover the IETF or non-US, non-Swiss actions against ISOC. 4. Professional Liability Professional Liability coverage serves two purposes. The first is to protect the insured from 3rd party lawsuits alleging that the insured incorrectly rendered services. Examples of suits would be an error in the licensing of intellectual property. The second component would be a carveback of coverage within the policy for trademark and copyright to protect the insured from 3rd party suits alleging copyright or trademark infringement. This may be a large exposure for the IETF and/or the Trust. 5. Crime/Employee Dishonesty This policy covers loss in the case of a 3rd party crime or dishonesty by an employee. IETF/IASA Recommendation: Continue to allocate a portion of ISOC šs policy costs to IETF/IASA coverage. This allocation, plus the impact of not allocating to the Trust, will increase annual insurance cost to the IETF by about $15,000 annually. However, the policy coverage will be improved and the IETF will bear its share of Professional Liability and Crime coverages. Trust Recommendation: The IETF Trust should have its own coverages for General Liability, Umbrella, and D&O. These will cost about as much as is currently allocated from ISOC for inclusion in ISOC policies. We should also investigate a separate Professional Liability policy, with copyright coverage, although this will increase the cost to the Trust. Russ mentioned that he did not want the insurance policy to cover authors. Bob also agreed that it made sense to cover the IAOC and the IETF trust but not the authors. Greg mentioned that the term "directors and officers" had been expanded to cover 16 different classes of people, and he would summarize these. Bob wanted to know the timeframe and wondered if there was any urgent action to be taken right away. Greg did not know, but promised to get back if there was any immediate action required. Ray wanted the IETF Trust to have its own policy since it is not affiliated to the ISOC. Ray would get back to the IAOC with the cost of getting such a policy. Ray would prepare more material on this topic along with Greg and discuss on the trust call on June 30 2011. 3. DB Conversion WO #5 ======================== Ray provided an update on the DB conversion. He mentioned that Work Order 4 had been completed and Work Order 5 for porting the meetings/proceedings page to Django was next up. Ray provided the following resolution. The IAOC approves IOLA to port the Meeting/Proceedings models and pages and Liaison Management code using the Django format at a cost of and requests the Internet Society to enter into a Work Order to effect the project Russ Housley made the motion to adopt this resolution and Dave Crocker seconded it. A roll call vote was then taken. Bernard Aboba [YES] Bob Hinden [YES] Dave Crocker [YES] Eric Burger [YES] Ole Jacobsen [YES] Russ Housley [YES] The motion passed unanimously. 4. Alternate Streams Development Update ======================================== Ray said that Yaco completed the development work for the specifications through version -08. Final version is -15. Goal of the project is to effect the changes and additions to earlier development using the Django format. Ray provided the following resolution The IAOC approves YACO to complete the Alternate Streams development using the Django format at a cost of and requests the Internet Society to enter into a Work Order to effect the project Russ Housley made the motion to adopt this resolution and Bob Hinden seconded it. A roll call vote was then taken. Bernard Aboba [YES] Bob Hinden [YES] Dave Crocker [YES] Eric Burger [YES] Ole Jacobsen [YES] Russ Housley [YES] The motion passed unanimously. 5. RSOC Request Ray provided background information. 1. On behalf of the IAB the RSOC is responsible for managing RFC Series Editor candidate selection and advising the IAB on candidate appointment (in other words select the RSE, subject to IAB approval) - RFC Editor Model (Ver 2) 2. The RSOC has interviewed several firms for the purpose of understanding the candidate recruitment process. 3. The RSOC wants to proceed with an outside firm to begin the process - Phase 1, that is, to work with a firm to state the role intended in terms that are more accessible to potential candidates. Subsequent phases may or may not be done with an outside firm, but if the RSOC decides to use an outside firm for later phases it will return to the IAOC for additional assistance. 4. The RSOC has requested the IAOC to engage Isaacson, Miller, a national executive search firm, to undertake such effort. The cost is estimated at less than . Ray provided the following modified Resolution: The IAOC approves the request by the RSOC to engage Isaacson, Miller, a national executive search firm, for the purpose of preparing recruiting material for an RFC Series Editor. The IAOC requests the Internet Society to negotiate the engagement with Isaacson, Miller subject to the IAOC's approval of the terms and conditions of the engagement. Bob Hinden made motion to adopt this resolution and Bernard Aboba seconded it. Discussion Discussion was wide ranging, including: (i) not understanding what the IAOC was approving, (ii) the cost, (iii) the deliverables, (iv) the authority and responsibility of the position, (v) the impact on the model, (vi) how much real work it would take to produce the materials, (vii) whether this would lead to the hiring of a search firm, and (viii) whether there was enough understanding of the technical decisions for the IAOC to make a financial decision. Bob tabled the motion since it requires further discussion and there was not enough time to have that discussion on this call. Bob said he would contact the RSOC to follow up. 6. xml2rfc Development Update ============================== The IAOC previously awarded the development of the xml2rfc tool to Concentric Sky and requested periodic updates as to the progress of the work. Henrik has reported that he has no complaints with work quality, but they seem to be a few days behind schedule. 7. Legal Services Agreement ============================ Negotiations with Contreras Legal Strategy resulted in agreement that has a fixed monthly retainer, a 2 year term with a possibility of two 2 year extensions and includes performance reviews. Ray Pelletier provided the following resolution The IAOC approves the engagement of Contreras Legal Strategies LLC in accordance with the terms and conditions in the document, Contreras 2011 Contract 6-15-11 and requests the Internet Society to execute the agreement on its behalf. Bob Hinden made the motion to adopt this resolution and Dave Crocker seconded it. Bernard had a question about a 1 month termination. He believed that it might be very difficult for the IAOC to find a replacement in a month. Ray mentioned that there was a transition clause that requires up to 6 months of transition help. A roll call vote was then taken. Bernard Aboba [YES] Bob Hinden [YES] Dave Crocker [YES] Eric Burger [RECUSE] Ole Jacobsen [YES] Russ Housley [YES] The motion passed. 8. Secretariat RFP Schedule ============================ The RFP went out on June 10. The deadline for questions and inquiries would be June 17. Proposals are due August 8th. If the timeline is followed the contract would be awarded on September 15 and the contract would commence on Feb 1 2012. 9. Meetings Update =================== Ray provided an update regarding upcoming meetings and their venues. There was a confidential discussion on the meeting venues for the upcoming meetings. 10. Financial Advice to ISOC BoT ================================= Ray reported: Revenue has increased 57% from 2006-2011; while expenses have increased 45%. The secretariat costs have increased 23%, but the meeting costs have increased (food, beverage, AV) 50%. RFC services cost has gone up about 20%. The ISOC contribution has gone up about 15%. Bob thought that this was a good thing for the ISOC BoT to see and also how the trends are developing. 11. TZ Database ================ Ray, Marshall, Jorge and Russ were on the call with an ICANN attorney to bring them up to speed on the issue of the transfer of the TZ database to ICANN from NIH at the request of the IETF and the DMCA Take Down Notice. The RFC is still on hold at the Production Center. Russ wanted to emphasize that the claimed infringement does not include the database itself. Ray said the issue would likely be resolved by sometime in September. Bob closed the IAOC meeting at 11:20 am EDT.