[Chapter-delegates] The kinds of objections (was Re: Join our call to stop the sale of .org)

[Andrew Sullivan]

Hi,

On Thu, Nov 28, 2019 at 01:14:21PM +0100, Richard Hill wrote:
> Dear Andrew,
> 
> First of all, I would like once again to thank you for continuing to engage
> with us on this matter.

Thanks for your kind words.  Normally, it is my great pleasure to
engage with the chapters on all the issues.  I will confess that this
engagement is slightly less pleasurable, but it is still a part of my
duties I am extremely happy to undertake.  Sorry I could not respond
immediately yesterday, but I stepped away from the keyboard for a few
hours.

> 1. The Consultative Objection
> 
> The view of ISOC-CH is that we need a more open and transparent decision and
> decision making process.  So it's not just about consultation, it's about
> transparency.

Thanks for the distinction.  I was sort of collapsing them, I see, and
you're right that they can be distinguished.  (For instance, a
referendum on whether to leave a large set of treaties with massive
consequences across the economic and social landscape would be a good
example of consultation without transparency: it's basically
impossible for the voter to understand what's being asked.)  So thanks.

> My own personal view is that the entire process should have been fully
> public.

Yes, I understand this, though I think we've been over why we disagree
so I won't belabour it in this post.

> 3. Reputational damage [THIS IS AN ITEM THAT YOU HAVE NOT LISTED BELOW]
> 
> The public outcry regarding this deal has damaged ISOC's reputation. 

Do you think it is fair to say that this is a subsidiary consideration
to either (1) or (2) that I outlined, because any reputational damage
would depend on what people thought about those two top-level cases?
(That is, if one thinks that there are no circumstances under which
PIR can be sold, period, then the reputational damage is somehow
different than if one thinks that transparency and consultation could
be improved.  Right?)  The reason I ask is because this …
 
> It should have been obvious to the ISOC leadership that there would be
> public outcry, so, for that reason alone, the process should have been
> transparent and ISOC should have refused to consider the deal on the terms
> offered (which apparently include stringent non-disclosure).

… seems really to be an argument in favour of greater transparency,
and so in that case isn't really a separate objection at all.

> 4. Divergent view on ethics [THIS IS AN ITEM THAT YOU HAVE NOT LISTED BELOW]
> 
> It is clear that ISOC leadership on the one hand and a significant portion
> of ISOC's member, and civil society in general, on the other hand, do not
> have the same views regarding the ethics of the situation.

I don't understand how this is different from the (1) and (2) I
already laid out.  There may indeed be a difference in ethical
positions.  I'm trying to understand, if so, what that difference is,
and it seems to me that it lies in differences along the
consultative/transparency spectrum and differences along the
permissibility spectrum.  I think those are also two independent
variables, and I am trying to understand what else would be covered by
"ethics".
 
> 5. The deal may not be in ISOC's best interests [THIS IS AN ITEM THAT YOU
> HAVE NOT LISTED BELOW]
> 
> First of all, if money were the only objective, then there is no evidence
> that this deal is the best possible deal. I know that you keep saying that
> it is, but that cannot be proven, absent a public bidding process.

It can't be prove in the presence of a public bidding process, either,
because some buyers won't engage in such a bidding process for reasons
of their own.  At least, this is the advice we got from our investment
advisors, Goldman Sachs.  They seemed to me (and still do) to have
rather more expertise in these matters than anyone else I know, so I
was inclined to take their advice very seriously.

Therefore, I'm not sure that I understand how to take this objection.
It's an objection, in effect, that because one cannot know what the
logically-best course of action is, one should not proceed with
anything.  But of course, "not proceeding" is _also_ a course of
action, and that might not be in ISOC's best interests either.
Anything one does _might_ not be in ISOC's best interests, and the
whole purpose of having executive management and a Board with
fiduciary duties is to say that those are the people who need to make
that decision.  No?

> Who is to say that some coalition of Indian entities would not have out-bid
> Ethos?
> 
> More importantly, I don't think that money should be the only objective.

But as I have said more than once, it was not the only objective.  For
instance, suppose Dr Evil had approached us and we had believed that
his plan was to take over .org and shut it down in order to throw
global nonprofits into disarray and thereby increase global suffering.
We would not have sold it even if he had offered 10 billion dollars.

A more charitable description here would be a claim that the Board's
weighing of criteria was wrong.  So this could conceivably be a new
class of objection:

	4.  The Board and management used the wrong criteia

That is, it would be possible to think it was in principle ok to sell
PIR, and even that the Board and management consulted adequately and
that the secret negotiations were ok, but think the Board weighed the
evidence incorrectly.  It would be important in this case to list what
the right criteria ought to have been instead.

Is that fair?

Best regards,

Andrew

-- 
Andrew Sullivan
President & CEO, Internet Society
sullivan at isoc.org
+1 416 731 1261