Subject: Re: [Iasa20] Updated Trust Agreement - draft

From: "John Levine" <[email-masked]>
Date: 31 Oct 2018 11:24:43 -0400

In article <[email-masked]> you write:
>What is the status of this? Brad, will you be sending an updated version that reflects the community
>feedback? Will we share that back with the community again before approving it, or are we expecting to
>approve it when we meet on Tuesday?

I don't recall seeing any feedback that needed further changes.

The only suggestion was to strip out the IAOC language, to which the
response was the one quoted below.  It's a trivial change if you
already understand how the IETF works, but assume someone who knows
nothing about us, and explain one of those rats' nest org charts we
drew last year.

R's,
John

>> Begin forwarded message:
>> 
>> From: "Brad Biddle" <[email-masked]>
>> Subject: [Iasa20] Updated Trust Agreement - draft
>> Date: October 10, 2018 at 11:10:29 PM EDT
>> To: "IASA 2 WG" <[email-masked]>
>> Cc: Vigdis Bronder <[email-masked]>
>> 
>> Greetings all — at [1] (and attached, although I’m not sure if attachments are supported here) is
>a draft showing proposed changes to the Trust Agreement, intended to reflect the changes described in
>https://tools.ietf.org/html/draft-ietf-iasa2-trust-update-01. Some background:
>> 
>> * Our drafting strategy here was to follow the amendment model that was used with the 2014 Trust
>Agreement amendment and restatement, which largely left the original document alone. This approach
>creates some conceptual weirdness, such as continuing to highlight the no-longer-legally-relevant
>Initial Trustees, but it follows a certain logic: the original agreement is changed only the barest
>minimal degree necessary to address the specific issue at hand. Our strategy here was to be extremely
>minimalist, and just make those specific changes necessary to reflect the new plan.
>> 
>> * Perhaps even more than in 2014, there is a good reason for this strategy: given its 501(c)(3)
>status, the Trust has to inform the IRS that it has updated its governing documents (which the IRS
>reviewed as part of the tax exemption approval process; the update will happen via the 990 tax form
>that the Trust files); we’ll want to be able to easily convince the IRS that we have not made any
>changes that warrant them revisiting the Trust’s tax exempt status. If we have to put a redline in
>front of an IRS agent, it’s useful to have as few marked sections as possible.
>> 
>> * One practical example of how the minimalist approach worked here: we left the definition of IAOC in
>the Agreement, in order to avoid having to change the definition of Initial Trustees (the only
>remaining place where the IAOC definition is referenced). This makes sense from a legal drafting
>perspective, but might cause confusion for reviewers who understand that the IAOC is deprecated.
>> 
>> * FWIW, we found that applying the strict minimalism principle was an effective organizing principle
>that kept us off a slippery slope: every little tweak we made raised questions about other potential
>tweaks/improvements we *could* make.
>> 
>> * We converted the 2014 Agreement from a .pdf, and then tried to reconstruct in the same
>font/formatting/spacing/etc. as the original. You might notice some minor differences in formatting —
>we weren’t able to create a precisely identical document. We did run careful technical comparisons to
>make sure no text was altered in the reconstruction process.
>> 
>> FYI we circulated an initial draft of the attached to the Trustees list already, and received some
>feedback that resulted in a small revision. Inferring from silence in some cases, my sense is that the
>current Trustees are supportive of this now-updated draft — but certainly inputs are welcome from
>them and all.
>> 
>> 
>> [1]
>https://github.com/bradbiddle/legal-and-finance/blob/master/IETF%20Trust%20Agreement%20REDLINE%2020-FEB-14%20v%2010-OCT-18.pdf (my fork of the ‘official’ IASA2 finance and legal repository; it will also be in
>that main repository after my pull request gets approved.)
>> 
>> 
>> Thanks,
>> Brad
>> (IETF legal counsel)