Subject: Re: [Iasa20] Director Sources - Some Options

From: "Livingood, Jason" <[email-masked]>
Date: Wed, 9 May 2018 15:24:52 +0000

I'd love to avoid spending time re-visiting charter. Rather, we have an existing structure doc to update and some critical RFCs to update as well. I've been sending direct questions to the WG list to try to determine what should be in the next structure doc. On some level, what we come up with in the WG will naturally be reflected in the operating agreement, but we have to know what we want first. So if we can, let's focus on some of the key open questions on the source of directors, term length, and so on to help us keep moving the ball forward. There are many more issues to discuss after. Those few as well. __

Thanks
Jason

On 5/9/18, 10:55 AM, "Michael Richardson" <[email-masked]> wrote:

    Livingood, Jason <[email-masked]> wrote:
        >> Keeping in mind that the operating agreement we're writing here is
        > between ISOC and itself, the ISOC board will appoint whoever it wants.
        > I expect that it will typically be a current board member but it might
        > be a former board member or someone else with relevant experience
    
        > [JL] We are not writing the operating agreement; that is outside of the
        > scope of the WG. We're discussing how to structure the LLC's board, and
        > we can define it as the community wishes.
    
    So, how little can we actually say then?
    How much of what we have been discussing could be left to the operating
    agreement?   Could we say as little as:
         The number shall be 7, and the LLC shall determine a method, written in
         the operating agreement.
    
    -- 
    ]               Never tell me the odds!                 | ipv6 mesh networks [ 
    ]   Michael Richardson, Sandelman Software Works        | network architect  [ 
    ]     [email-masked]  http://www.sandelman.ca/        |   ruby on rails    [

---

From: Michael Richardson <[email-masked]>
Date: Wed, 09 May 2018 12:23:29 -0400

Livingood, Jason <[email-masked]> wrote:
    > I'd love to avoid spending time re-visiting charter. Rather, we have an
    > existing structure doc to update and some critical RFCs to update as

Let me explain my question better.

If the number, confirmation, and who appoints things, are *now* in an LLC
bylaw, but rather are in an operating agreement that is updateable via
ISOC board motion, then that means we can change things easier.
I.e. is the amending formula essentially just IETF Consensus?

I think that might make people more willing to experiment.

    > well. I've been sending direct questions to the WG list to try to
    > determine what should be in the next structure doc. On some level, what
    > we come up with in the WG will naturally be reflected in the operating
    > agreement, but we have to know what we want first. So if we can, let's
    > focus on some of the key open questions on the source of directors,
    > term length, and so on to help us keep moving the ball forward. There
    > are many more issues to discuss after. Those few as well. __ 

    

    

-- 
Michael Richardson <[email-masked]>, Sandelman Software Works
 -= IPv6 IoT consulting =-

---

From: Michael Richardson <[email-masked]>
Date: Wed, 09 May 2018 12:39:09 -0400

> If the number, confirmation, and who appoints things, are *now* in an

s/now/not/

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From: "John Levine" <[email-masked]>
Date: 9 May 2018 18:13:57 -0400

>I.e. is the amending formula essentially just IETF Consensus?

LLCs don't have bylaws or directors.  Legally all they have is a
member (ISOC), an operating agreement, and a manager.  The operating
agreement can say whatever the member wants, e.g., the manager is a
committee selected however, and the agreement can be amended if there
is IETF consensus to do so.

I strongly second Ted's remarks that this discussion is getting way
overengineered.  If this thing has more than a handful of directors
overseeing a small staff with a few committees for the specific
expertise, it's gotten too complicated.

R's,
John

---

From: Eric Rescorla <[email-masked]>
Date: Wed, 9 May 2018 15:53:39 -0700

On Wed, May 9, 2018 at 3:13 PM, John Levine <[email-masked]> wrote:

> LLCs don't have bylaws or directors.

I'm not a lawyer, but the Internet seems to think that at least in some
jurisdiction they can:

http://info.legalzoom.com/llc-board-directors-4430.html
http://smallbusiness.chron.com/llc-president-ceo-17385.html
https://www.incorporate.com/bylaws_operating_agreements.html

-Ekr

Legally all they have is a
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