[governance] All Concerned (Re: Public Interest Registry sale by ISOC - .org management sold for profit)

[Seth Johnson (via governance Mailing List)]

On 11/24/19, Seth Johnson <seth.p.johnson at gmail.com> wrote:
> If you are concerned about the sale of PIR by our standardbearers at
> ISOC, signs are strong they will now move swiftly.  Discussion that
> approached an opening up of discussion with the broader community
> about the implications of the sale and how else they might serve the
> concern of diversifying their revenue sources, has apparently resulted
> in a Board meeting to issue a decision quickly rather than giving us
> information regarding how the issue had been raised with the community
> thus far as they had seemed to promise.  This was how they responded
> to a request from Ian Peter to that effect.
>
> If you are among those concerned or you signed the Savedotorg.org
> statement, saying something constructive right now to the Internet
> Society will be in order.

Also for reference:

---------- Forwarded message ----------
From: Richard Barnes via InternetPolicy <internetpolicy at elists.isoc.org>
Date: Sun, 24 Nov 2019 07:05:41 +0800
Subject: Re: [Internet Policy] Internet Policy] Private equity firm
buys PIRfrom ISOC
To: Ian Peter <ian.peter at ianpeter.com>
Cc: ISOC Internet Policy <internetpolicy at elists.isoc.org>, joly at punkcast.com

On Sun, Nov 24, 2019 at 04:49 Ian Peter <ian.peter at ianpeter.com> wrote:

> Thanks Richard. Do you know when the Board minutes you refer to might be
> available? The last ones on the site appear to be from July.
>

I don’t know.  I will check with the secretary and staff and follow up.

Can you also point to any time in the past when it might have been
> communicated to Chapters or members that the BoT considered diversification
> of income sources to be an important goal, and that this could only be
> achieved by divesting interests in PIR?
>

If you look back through the minutes of the board, there are several times
this issue has come up through the years. (Unfortunately, I’m writing this
from my phone, or I would provide links)  I’m not sure how fully past
boards have engaged the community.  Certainly it’s something we could
discuss doing more in the future if there’s interest, because the problem
isn’t going away, just changing.

I don’t think it’s fair to say that this transaction is the *only* way to
achieve the objective of diversification.  For example, ISOC has made some
efforts recently to strengthen the Organizational Members program.  But
this transaction is a way to achieve a lot of diversification quite
quickly, and in a way that (in my estimation at least) is compatible with
the mission of the Society.

—Richard



>
> Ian Peter
>
>
>
> ------ Original Message ------
> From: "Richard Barnes" <rlb at ipv.sx>
> To: "Ian Peter" <ian.peter at ianpeter.com>
> Cc: "vinton cerf" <vgcerf at gmail.com>; "Olévié Kouami" <
> olivierkouami at gmail.com>; "ISOC Internet Policy" <
> internetpolicy at elists.isoc.org>; joly at punkcast.com
> Sent: 23/11/2019 9:40:34 PM
> Subject: Re: [Internet Policy] Internet Policy] Private equity firm buys
> PIRfrom ISOC
>
> Hi Ian,
>
>
> On Sat, Nov 23, 2019 at 5:17 PM Ian Peter via InternetPolicy <
> internetpolicy at elists.isoc.org> wrote:
>
>> Vint,
>>
>> Alternative approaches were available and may have been more prudent.
>> These would include

<snip>


> ---------- Forwarded message ----------
> From: Richard Barnes via InternetPolicy <internetpolicy at elists.isoc.org>
> Date: Sat, 23 Nov 2019 18:40:34 +0800
> Subject: Re: [Internet Policy] Internet Policy] Private equity firm
> buys PIRfrom ISOC
> To: Ian Peter <ian.peter at ianpeter.com>
> Cc: ISOC Internet Policy <internetpolicy at elists.isoc.org>,
> joly at punkcast.com
>
> Hi Ian,
>
>
> On Sat, Nov 23, 2019 at 5:17 PM Ian Peter via InternetPolicy <
> internetpolicy at elists.isoc.org> wrote:
>
>> Vint,
>>
>> Alternative approaches were available and may have been more prudent.
>> These would include
>>
>> 1. Before deciding on a particular offer, determining whether the sale
>> was
>> in the best interests of the organisation and its stakeholders. Given
>> that
>> at least some reports suggest that the concept of such a sale was
>> discussed
>> informally well in advance of the actual offer, either within ISOC or
>> with
>> PIR staff, there would have been opportunities for this.
>>
>
> The board has made such a determination, after intensive deliberation.  I
> don't think we could have reasonably approved the transaction otherwise.
> Unfortunately, some of the information on which that determination was
> based is not yet public.
>
>
>> 2. Prudent financial management would have suggested that ISOC discuss
>> years ago as a policy issue whether reliance on a single major income
>> source was fiscally prudent. This would have lead to a general policy
>> discussion as to whether a sale of PIR - or perhaps even a dilution  of
>> shareholding - might be a useful step.
>>
>
> Diversification of revenue has indeed been a topic of board discussion for
> at least a decade.  As others on this list have pointed out, selling PIR is
> a form of diversification -- instead of having a single asset in a single
> market, we can now have a diversified portfolio.
>
>
>> 3. When an offer was received, enquiring either discretely or by public
>> comment whether other contenders for such a purchase might be interested
>> would be a more normal process. A competitive bidding process usually
>> results in a higher price and only rarely deters potential buyers
>> (although
>> they are likely to claim that their offer will be withdrawn to try and
>> circumvent such processes)
>>
>
> In the minutes that the board approved today, you will find that the board
> did in fact consider multiple offers.
>
> I hope this helps clarify things.
>
> --Richard
>
>
>>
>> So I don't think it is fair to say that the circumstances demanded a
>> rapid
>> secretive response. But certainly ISOC acted that way, and probably
>> really
>> believed it was the best response.
>>
>> But there were alternatives.
>>
>> Ian Peter
>