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

From: "Livingood, Jason" <[email-masked]>
Date: Wed, 9 May 2018 13:47:47 +0000

On 5/8/18, 10:19 PM, "John Levine" <[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.

---

From: "John R Levine" <[email-masked]>
Date: 9 May 2018 09:50:44 -0400

> [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.

If this isn't the operating agreement the whole exercise is rather 
peculiar since LLCs don't have boards.  Whatever it is, ISOC has to agree 
to it and I wouldn't suggest trying to put conditions on what ISOC does.

R's,
John

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From: Alissa Cooper <[email-masked]>
Date: Wed, 9 May 2018 10:49:04 -0400

Hi John,

> On May 9, 2018, at 9:50 AM, John R Levine <[email-masked]> wrote:
> 
> If this isn't the operating agreement the whole exercise is rather peculiar since LLCs don't have boards.  Whatever it is, ISOC has to agree to it and I wouldn't suggest trying to put conditions on what ISOC does.

It’s useful to refer back to the WG charter:

"This working group is chartered to document the normative changes to IETF
administrative structures and processes necessary to effectuate this change.
The main deliverable will be a document that obsoletes RFC 4071. The working
group will produce other supporting documents as necessary to achieve its
charter objective. In parallel, the legal documents necessary to establish
the LLC will be developed outside the working group with the support of legal
counsel. These documents will not be products of the working group, but this
working group will be the venue where these documents will be presented to
the IETF community for review and discussion before they are finalized.”

As you say, there will be a number of legal agreements between ISOC and the LLC that need to come into existence. The first of those will be the operating agreement. The legal counsel for the IETF and ISOC have begun discussions about the operating agreement and they are observing these list discussions. Some of the discussions on this list are addressing high-level concepts that will need to be incorporated into the operating agreement. Ultimately, I think what we want is for an operating agreement that the ISOC Board is happy with and that is reflective of the IETF community’s views. I will be helping our counsel to reflect the outcomes of the WG’s discussions as the operating agreement gets drafted and I expect ISOC’s counsel will be helping to capture ISOC’s view and facilitating discussions on the ISOC side during that process as well.

Alissa

> 
> R's,
> John
> 
> _______________________________________________
> iasa20 mailing list
> [email-masked]
> https://www.ietf.org/mailman/listinfo/iasa20

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From: Michael Richardson <[email-masked]>
Date: Wed, 09 May 2018 10:54:44 -0400

> 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.

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