Subject: Re: [Iasa20] Initial Board Roles - Text on Secretary

From: "Salz, Rich" <[email-masked]>
Date: Mon, 21 May 2018 15:39:53 +0000

I like the idea of Secretary as not-voting (unless it’s a director).

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From: "John Levine" <[email-masked]>
Date: 21 May 2018 12:11:17 -0400

>It was suggested that we specify that the Board may define the role of Treasurer and Secretary. I have done so below in draft -03 text (see bold part of the
>addition). Following what ISOC has done, it seems healthy to ensure that a Director shall be Treasurer (if the board has one) but that the Secretary could be really anyone.

The roles and titles don't need to match the usual corporate ones.  I
agree that it would be a good idea for someone to take meeting notes
and to publish them, but they can have anyone do that.

I presume there will be committees, so it sounds like the chair of the
finance committee would do the treasury job, unless there's also
supposed to be a formal role like presenting the budget to ISOC.

Apropos committees, has anyone been thinking about which ones we'll
need?  I don't think they need to go in the operating agreement, but
it could be useful to plan ahead.

R's,
John

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From: Andrew Sullivan <[email-masked]>
Date: Tue, 22 May 2018 09:44:05 -0400

> it could be useful to plan ahead.

Are we sure any will be needed?  The discussion so far has been for a
really _very_ limited remit, and consistent with that it's not obvious
to me that any committees will be needed.

Best regards,

A

-- 
Andrew Sullivan
[email-masked]

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From: "John Levine" <[email-masked]>
Date: 22 May 2018 17:53:32 -0400

>to me that any committees will be needed.

That's a good question.  For jobs like reviewing budgets, do we expect
that the whole board will do it, like a committee of the whole, or
is it more likely that some board members will be more interested and
they're the finance committee?

R's,
John

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From: Ted Hardie <[email-masked]>
Date: Tue, 22 May 2018 14:59:43 -0700

On Tue, May 22, 2018 at 2:53 PM, John Levine <[email-masked]> wrote:

> I tend to agree that this can get determined by the board as it goes
along.  I would expect the initial board to do it as a committee of the
whole, just as everyone is settling in, and then work it out from there.

Ted

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

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From: "John R Levine" <[email-masked]>
Date: 22 May 2018 18:09:45 -0400

> whole, just as everyone is settling in, and then work it out from there.

This circles back to the initial question.  Since there's no formal 
Treasurer in an LLC, if the person isn't the chair of the finance 
committee, what is it?

My inclination is to strike everything about internal governance and let 
the board figure out how it wants to work.  Some words about external 
interfaces may be appropriate, e.g., the board shall provide a report to 
the IETF every N months.

Regards,
John Levine, [email-masked], Taughannock Networks, Trumansburg NY
Please consider the environment before reading this e-mail. https://jl.ly

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From: Brian E Carpenter <[email-masked]>
Date: Wed, 23 May 2018 11:15:55 +1200

On 23/05/2018 10:09, John R Levine wrote:
> the board figure out how it wants to work.  

Yes. If they can't do that, we picked the wrong people. It's not our
job to write the board's operating procedures.

> Some words about external 

Yes, under the "transparency" heading.

   Brian

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From: Russ Housley <[email-masked]>
Date: Wed, 23 May 2018 09:11:25 -0400

> On May 22, 2018, at 5:53 PM, John Levine <[email-masked]> wrote:
> 

I do not think this document should specify that kind of detail.

Russ