Subject: Re: [Iasa20] the very flexible LLC operating agreement

From: "John Levine" <[email-masked]>
Date: 5 May 2018 15:10:49 -0400

It occurs to me that one of the advantages of the single member
manager managed LLC is that the operating agreement is an agreement
between ISOC and itself.  If at some future time we wanted to change
the way the management works, it'd only take a vote of the ISOC board
to approve it.  From what I've seen of the ISOC board, we'd approve
any reasonable changes.  Hence I suggest starting with the simplest
plausible structure.  If it later becomes apparent that it needs
changes, make the changes once we know what we need.

Here's something simple: seven person management group, with three
year terms, two each appointed by nomcom, IAB, IESG, one by ISOC
board, with staggered terms.  If they want to suggest skills or
specific people to the appointing parties, they can do so without
needing a formal mechanism, just send some e-mail.

R's,
John

PS: to avoid confusion, I suggest calling them Aediles.  Or maybe Praetors.

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From: Lou Berger <[email-masked]>
Date: Sat, 05 May 2018 17:53:02 -0400

I like your "simple" proposal on composition and selecting bodies.

Lou

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On May 5, 2018 3:11:31 PM "John Levine" <[email-masked]> wrote:

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From: Alissa Cooper <[email-masked]>
Date: Sat, 5 May 2018 21:04:46 -0400

> On May 5, 2018, at 3:10 PM, John Levine <[email-masked]> wrote:
> 
> to approve it.  

In theory yes, but in practice I assume changes would require more than this, i.e., review and discussion in the IETF community. That is essentially why we chartered this working group. And having had some initial conversations with Brad about what the components of the operating agreement are likely to be, I would say that the questions being discussed on the list now about board composition and the scope of the board’s responsibility are probably the most important questions to get the community’s view on. So having chartered the working group, it’s not clear to me why we would short-circuit the discussion on the questions of most import now and increase the likelihood of requiring another whole chartering process again in the not-too-distant future. That may be unavoidable, but we need not invite it if we don’t have to, IMO.

Alissa

> From what I've seen of the ISOC board, we'd approve

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From: "John R Levine" <[email-masked]>
Date: 5 May 2018 21:17:31 -0400

> In theory yes, but in practice I assume changes would require more than 
> this, i.e., review and discussion in the IETF community. That is 
> essentially why we chartered this working group. And having had some 
> initial conversations with Brad about what the components of the 
> operating agreement are likely to be, I would say that the questions 
> being discussed on the list now about board composition and the scope of 
> the board’s responsibility are probably the most important questions to 
> get the community’s view on. ...

The problem is that for most of this stuff we're just guessing.  We know 
what the IAOC does and how well it works, but we have no real idea how a 
new structure with a more formal relationship to ISOC and overseeing a 
not-Ray IAD or other employees will work in the long run.  It makes sense 
to decide about the general role of the Aediles relative to the staff and 
contractors, and in general who'll choose them but I don't see any point 
in ratholing on hypothetical processes to fill hypothetical leadership 
gaps.

Making changes later will be tedious but it seems to me that we're likely 
to guess wrong and no matter what we do now, we're still likely to want to 
update the structure in a few years (when it won't be your job.)  So 
simpler and more understandable is better.

R's,
John

PS: to put it another way, I don't think the waterfall development model 
works here, either

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From: Alissa Cooper <[email-masked]>
Date: Sat, 5 May 2018 21:43:50 -0400

I hit send too quickly ...

> board, with staggered terms.  

Under the current IAOC appointment structure, each year two people get appointed, one from the nomcom and one from either the IESG or the IAB who alternate years. This process is pretty broken IMO. Having two processes that draw from essentially the same pool of volunteers where the appointing bodies operating in parallel cannot speak to each other and where they proceed on similar but slightly different timelines is a mess. If there are going to be multiple appointing bodies whose goal is to have the IETF community represented on the board, perhaps they should do their appointments in alternating years (which may require each body doing more appointments at once) and have a means for sharing information about candidates year-to-year.

Alissa

> If they want to suggest skills or

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From: "Salz, Rich" <[email-masked]>
Date: Sun, 6 May 2018 01:45:46 +0000

> If there are going to be multiple appointing bodies whose goal is to have the IETF community represented on the board, perhaps they should do their appointments in alternating years (which may require each body doing more appointments at once) and have a means for sharing information about candidates year-to-year.
  
Strong +1 to this.

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From: "John R Levine" <[email-masked]>
Date: 5 May 2018 22:05:06 -0400

> If there are going to be multiple appointing bodies whose goal is to 
> have the IETF community represented on the board, perhaps they should do 
> their appointments in alternating years (which may require each body 
> doing more appointments at once) and have a means for sharing 
> information about candidates year-to-year.

Seems reasonable, or maybe send them all through the nomcom and encourage 
the IAB and IESG to send advice and names.

If it's really one pool, and in view of the chronic problem in finding 
volunteers perhaps simplify it to five Aediles, four appointed by 
nomcom/IAB/IESG/whatever and one by ISOC.  Once the staff is hired and the 
bugs worked out over a few meetings I would hope there would not be a 
whole lot for them to do.

R's,
John

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From: Randy Bush <[email-masked]>
Date: Sat, 05 May 2018 22:30:34 -0700

> have the IETF community represented on the board, perhaps they should
> do their appointments in alternating years (which may require each
> body doing more appointments at once) and have a means for sharing

sounds a bit like the nomcom

randy

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From: Michael Richardson <[email-masked]>
Date: Sun, 06 May 2018 12:51:29 -0400

> year terms, two each appointed by nomcom, IAB, IESG, one by ISOC

I want to echo that I feel that three year terms is important.

    > PS: to avoid confusion, I suggest calling them Aediles.  Or maybe Praetors.

Sure :-)

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

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From: Randy Bush <[email-masked]>
Date: Sun, 06 May 2018 11:16:43 -0700

> year terms, two each appointed by nomcom, IAB, IESG, one by ISOC

are these competing groups, each needing their interests represented?
that's what it sounds like.

randy