PAB Creation of a "Transition Trust"

[Kent Crispin <kent@songbird.com>]

Thanks very much for putting out the June 26 Discussion Draft -- it
very succinctly outlines many of the issues.

Responding to the following text in the Discussion Draft:

  It is hard to imagine how the initial or transition Board can be
  established through formal election mechanisms.  It is critical that
  the new entity be up and running sufficiently before September 30,
  1998 so that it can undertake to manage, in conjunction with the
  Department of Commerce, the transition that is scheduled to take
  place at that time.  Thus, this initial Board will almost inevitably
  have to be a true consensus group, arising out of the various
  meetings and discussions between the various interested
  stakeholders. 

I am not sure what is meant by a "true consensus group", and, given
the history of this issue, consensus, even "rough consensus", will be
hard to find.  Unquestionably, many issues will remain unresolved by
September 30. 

The management of the Sept 30 transition is an absolute requirement;
nothing else has such a hard deadline.  To be prepared for that
transition the initial board must be in place prior to September 30. 
I would suggest that September 1 is the absolute latest date for the
Interim Board (IB) to be in position. 

Working back from that date: in order for the IB to be in place by
September 1 the legal framework for its existence must exist.  This
requires drafting of legal documents, which takes time - drafting the
MoU and associated documents took months.  Allocating only a month for
drafting the documents may be wildly optimistic, but there simply
isn't any more time available.  Therefore, I would suggest that
discussion of the structure of the legal framework should be concluded
by August 1, to allow time for the drafting of these documents. 

However, there is no doubt that outstanding issues will remain 
unresolved by August 1.

Therefore, it seems to me that the legal framework built during August
must be explicitly transitional, as well.

To summarize to this point: The Interim Board should be considered as
a component of an Interim Legal Framework (ILF).  The ILF should be
discussed until August 1; the legal documents involved should be
created and actualized by September 1; and the IB should start
business immediately at that time. 

The ILF/IB has two tasks:  1) management of the Sept 30 transition, 
and 2) establishment of a representative governance framework.  

This requires essentially a Fiduciary or Trust relationship: The
IB/ILF establishes and obtains certain authorities and powers, and
control of certain intellectual and other kinds of property.  The
essential nature of task 1, then, is the *establishment* of these
authorities, powers, and properties, in trust for a set of as yet
undefined stakeholders.  The essential nature of task 2 is precisely
defining those stakeholders, and passing control of the various
authorities, powers, and properties to them. 

-- 
Kent Crispin, PAB Chair			"No reason to get excited",
kent@songbird.com			the thief he kindly spoke...
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