[Chapter-delegates] Join our call to stop the sale of .org

[Dave Burstein]

> Re: The Swiss Chapter call for "if appropriate, an "escalation" policy."


I believe the appropriate "escalation policy" is to avoid "escalation" if
at all possible. I say that despite thinking the right move is to end the
deal. I believe Andrew should work with the chapters and heal the breach.
An obvious compromise would be complete information, under non-disclosure
if required. The second would be a system that dedicates a small share of
the funding to the chapters to allocate, with financial controls. 3%
initially was unanimously approved by the Chapters committee and blocked by
Staff in as closed board hearing without any sensible reason given. Power
exercises like that, I believe, are a key reason most of the most dedicated
in ISOC burned out and most chapters have remarkably few active members.
Stupid politics. Strong chapters are crucial for ISOC's future, no matter
what some in management think.

A war within ISOC, even if it has been on the brink for a decade, serves no
one. I know many are so angry they are willing to tear down ISOC, but I
will work to prevent it.

We need a mediator to get ISOC out of the Big Muddy. Former ISOC Chairman
Bob Hinden is a natural choice. He sent to Dave Farber's IP list a link to
Professor Milton Mueller's article
https://www.internetgovernance.org/2019/11/25/what-to-do-about-org/ . He
did not specifically endorse Milton's comment  "We are calling upon ICANN
to withhold its approval until some modifications are made to the .ORG
registry contract."
Dave Farber, a former ISOC board member, runs a free list called
"Interesting People." Anyone who cares about tech-related policy should
sign up. https://ip.topicbox.com/groups/ip
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The sale can probably be blocked fairly easily. PIR is a non-profit
incorporated in Pennslyvania. A change from non-profit to for-profit
requires approval by the state. I haven't researched Pennsylvania
precedents for the transaction (I've read the law) but in New York, two
non-profits distributed over a $billion when converting to for profit and
it dragged on. Given all the publicity and a call for a public hearing, PA
will probably be a major delay. ISOC itself is incorporated in DC.

ICANN experts are stating ICANN can block the deal based on the terms of
the license.  Professor Mueller writes, "However, under Article 7.5, PIR
has to provide ICANN with 30 days’ notice of any change in control, and
ICANN can respond by terminating the agreement, if termination is a
reasonable response under the circumstances to the change of control."
ICANN has not been courageous in the past, however.

Those who follow ISOC closely know there are important issues of PIR and
ISOC relations. In the US, it is not common for a non-profit (ISOC) to own
another non-profit (PIR). We have some very expensive lawyers who should be
experts. Unfortunately, many lawyers find a way to give the client the
advice the client wants and the plain language of the requirements suggests
a problem.

The billionaire buyers are undoubtably very unhappy about all the publicity
and probably would be happy to leave. I doubt I'm the only reporter now
researching Romney, Johnson, and Perot, who seem very secretive. One of
them has been criticized for his prior connections to off-shore tax
avoidance.

I believe the would be buyers should pay ISOC's expenses, which are very
high. We are paying Goldman Sachs and using law firms where some partners
bill at $1,000/hour. (Really.) If the deal goes through, the buyer should
be obligated to indemnify ISOC for taxes and other possible costs.

The above is my opinion, as I say at the top. The New York Chapter has been
discussing the issue but I have suggested holding back until ISOC gave us
all the information. Time for transparency and some compromises, Gonzalo.

PS: Richard Hill, for those who don't know, has long been one of the most
respected people in Internet and tech policy. He's now retired from the
ITU. He has a PhD from Harvard but he doesn't use the title Dr.
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