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

From: "Livingood, Jason" <[email-masked]>
Date: Wed, 30 May 2018 13:30:04 +0000

Feel free to see the language in the new -03 draft that was posted yesterday. Our legal counsel recommended that these roles be specified. And in any case they seem absolutely essential since the Secretary will help with all of the info that will be shared with the community to meet our transparency goal, and the Treasurer is on point on budgets and such. I guess I'd turn it around to you and ask why would you not need these two roles, if you seem dead set against having them.

JL

On 5/29/18, 9:53 PM, "iasa20 on behalf of John Levine" <[email-masked] on behalf of [email-masked]> wrote:

    In article <[email-masked]> you write:
    >    Providing the LLC the flexibility in selection of both Secretary and Treasurer may be prudent.
    
    I still don't understand why there would be any text about these at
    all.  LLCs are not corporations, they don't have officers, any titles
    are purely for the convenience and amusement of the managers.  Can
    someone explain what problem we're solving here?
    
    Instead, how about saying that the board can assign whatever titles it finds useful?
    
    R's,
    John
    
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From: "Salz, Rich" <[email-masked]>
Date: Wed, 30 May 2018 14:06:13 +0000

> Our legal counsel recommended that these roles be specified

Thanks; that's good enough for me.

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From: "John R Levine" <[email-masked]>
Date: 30 May 2018 11:09:20 -0400

> Feel free to see the language in the new -03 draft that was posted yesterday. Our legal counsel recommended that these roles be specified. And in any case they seem absolutely essential since the S…

In the interests of simplicity, in section 4.14 I would strke everything 
after "as necessary."  It's all optional anyway, and the titles suggest 
formal legal roles that are likely to confuse people.

Along the same lines, in section 5.2, in the list that starts "such as" 
the intent of the list is unclear since the wording says they're just 
suggestions.  Perhaps change the section to something like this:

5.2.  Other Policies and Procedures

    The Board shall develop policies and procedures for the LLC, convering
    Directors, employees, and contractors, on corruption, conflict of
    interest, and other areas as required.

I'd move section 7 into section 5, since compliance is implemented through 
policies and procedures.

I'd rewrite section 4.10 since by my count even a single vote is "at least 
one fewer than unanimous."  Perhaps "must be no fewer than the number of 
board members less two, so for example if the board has 7 members, 5 votes 
are required."

R's,
John

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From: Brian E Carpenter <[email-masked]>
Date: Thu, 31 May 2018 08:43:47 +1200

On 31/05/2018 03:09, John R Levine wrote:
>> Feel free to see the language in the new -03 draft that was posted yesterday. Our legal counsel recommended that these roles be specified. 

I'm assuming that means "specified in the operating agreement". That's fine,
but this WG is not writing the operating agreement. We can make suggestions
for the operating agreement, but there is no point in putting the details
in normative language in a BCP. In fact, that might lead to confusion
about which document is authoritative.

>> And in any case they seem absolutely essential since the Secretary will help with all of the info that will be shared with the community to meet our transparency goal, and the Treasurer is on point on budgets and such. I guess I'd turn it around to you and ask why would you not need these two roles, if you seem dead set against having them.
> 

I don't see any harm in including suggestions in non-normative language,
as long as they are clearly distinguished from the formal requirements.

   Brian

> .