Re: [Iasa20] nomcom appointees to option 2 or option 3 entities

[Alissa Cooper <[e-mail]>]

> On Mar 14, 2018, at 10:04 AM, Michael Richardson <[e-mail]> wrote:
> 
> 
> Alissa Cooper <[e-mail]> wrote:
>> 2. For option 2 and option 3, we’d like to understand what kinds of
>> provisions could be included in an operating agreement between ISOC and
>> the IETF entity regarding board appointments and control, assuming we
>> want to maximize the IETF’s ability to determine the composition of the
>> board.
> 
>    ac> Awaiting the lawyers on this.
> 
>> Under option 2 (the Type I supporting organization), it would be
>> possible for ISOC to delegate the authority to appoint board members of
>> the IETF administrative organization to a subcommittee of the ISOC
>> Board. So, for example, it would be possible for ISOC to delegate this
>> authority to a subcommittee consisting of the four IAB-appointed board
>> members, and for that arrangement to be documented in an operating
>> agreement between ISOC and the IETF administrative organization. The
>> IRS may raise a question about this but the attorneys did not consider
>> it to be a serious risk. Under option 2 it would not be possible for
>> ISOC to delegate this authority outside of the board (e.g., to the IAB
>> or the IETF nomcom).
> 
>> Under option 3 (the LLC as a disregarded entity of ISOC), it would be
>> possible for ISOC to delegate the authority to appoint board members of
>> the IETF administrative organization to a subcommittee of the ISOC
>> Board or to a non-board body such as the IAB. This arrangement could be
>> documented in an operating agreement between ISOC and the IETF
>> administrative entity, and that agreement would also need to make clear
>> that ISOC retains all economic interest in the LLC.
> 
> So in option 3, we can do the same thing as option 2 (sub-cmte of ISOC
> board), but we can *also* delegate to an entity "such as" the IAB.
> (I knew I like option 3 better...)
> 
> Does "such as" include the IESG or the Nomcom directly?

Yes, this need not be the IAB. My understanding is that this authority can be delegated to other bodies so long as they have a documented charter and membership.

Alissa


> Given that IAOC appointees have to be confirmed by the IESG under the current
> setup, it seems that the new entity should also be confirmed by the IESG.
> 
> Or is the IAB special because the ISOC board confirms the IAB nominations?
> 
> 
> --
> Michael Richardson <[e-mail]>, Sandelman Software Works
> -= IPv6 IoT consulting =-
> 
> 
>