Re: [tlp-interest] Notice of Proposed Amendment to IETF Trust Bylaws

[Brian E Carpenter <[e-mail]>]

Thanks for explaining, Glenn. Well, as long as your lawyers are happy...

Regards
    Brian Carpenter

On 21-Nov-23 12:18, Deen, Glenn wrote:
> Let me attempt to explain.
> 
> When the original IETF Trust Agreement was done in 2005 the IETF itself was not a legal entity and so could not be more formally defined in the IETF Trust agreement than it was.    Later, we (the IETF) created the IETF LLC for IETF administration while continuing the IETF activity.
> 
> When the IETF LLC was added to the bylaws front matter it was thought that it would be best to also include a better declaration about the IETF activity so as to distinguish the two.  The solution we went with was to point to the BCPs as a way to declare what the IETF activity was, without getting into other wordier approaches which might also introduce more confusion.
> 
> As for why not keep the original approach,  on close inspect its description isn’t entirely accurate either. For example, the IETF itself is not a non-profit as it is not a legal entity and the IETF LLC is not a distinct non-profit as its 501c3 status is derived from ISOC of which the IETF LLC is a disregarded entity.
> 
> This whole wordy explanation that I just wrote above,  illustrates how easy it is to get wordy (and potentially confusing).   Hence, the 2 simple front matter declarations of what is the IETF activity (see BCPs) and what is the IETF LLC administration.
> 
> Future bylaw churn is hopefully mitigated by the “any duly approved successor documents thereto.”  Since that lets the IETF defining BCPs change without the need to subsequently touch the IETF Trust bylaws.
> 
> In the end,  the 2 slightly more detailed definitions are meant to provide some firmer definition of what was is IETF and to help distinguish the IETF (the activity) from the IETF LLC (the administrative).
> 
> While both are added in the front matter and can help the reader understand the different parts the IETF Trust works to support, remember - there is no practical operational impact to the corporate bylaws of these definitions.    The bylaws are short and focus on how the corporate entity is setup up from a very high-level governance perspective with the primarily concern being how the corporate directors (Trustees) are appointed/removed.
> 
> That part on appointment of Trustees remains unchanged:  The 5 Trustees are appointed as 1 from IESG, 3 from IETF NOMCOM and 1 from ISOC BoT. – and that HAS NOT been changed or touched.
> 
> Hope that explains the why.
> 
> Regards
> 
> Glenn
> 
> On 11/20/23, 1:53 PM, "tlp-interest" <[e-mail]> wrote:
> 
> Brian:
> 
> I did not make this change, I am just concerned that this definition will lead to a bunch of by-law adjustments over the years.  Like you, I think the original definition was better.
> 
> Russ
> 
>> On Nov 20, 2023, at 2:25 PM, Brian E Carpenter <[e-mail]> wrote:
>> 
>> On 21-Nov-23 08:07, Russ Housley wrote:
>>> I have a minor concern with this definition:
>>> “IETF” means the Internet Engineering Task Force as constituted in accordance with
>>> their Best Current Practice (BCP) documents 9, 10, and 101 (BCP 9, BCP 10, BCP 101) and any
>>> duly approved successor documents thereto.
>> 
>> That seems like unneccesary verbiage to me. The original Trust agreement simply said:
>> 
>> “IETF” means the Internet Engineering Task Force, which is dedicated to the development and publication of Internet standards, specifications and related documents on a charitable, non-profit basis.
>> 
>> Why isn't that enough?
>> 
>>     Brian
>> 
>>> If an additional BCP is written and approve that is not a successor to one of these BCPs, will the by-laws need to be amended to add it to this list?  Is there wording that would avoid that step?
>>> Russ
>>>> On Nov 9, 2023, at 4:45 AM, The IETF Trust <[e-mail]> wrote:
>>>> 
>>>> As presented at the IETF 118 Plenary by the IETF Trust,  the Trustees intend to add a 60-day notice before adoption restriction to amendments to the Trust's bylaws.
>>>> 
>>>> This 60-day notice is a new restriction not included in the original IETF Trust Agreement and is intended as a safeguard against bylaw amendments being made without awareness by the bodies that appoint the 5 IETF Trustee -  the IESG, IETF NOMCOM, ISOC Board  of Trustees, and announced more broadly through the IETF Announcements list.
>>>> 
>>>> This is also being announced on the IETF Trust's web site.
>>>>    https://urldefense.com/v3/__https://trustee.ietf.org/about/announcements/__;!!CQl3mcHX2A!HXyHwLEO2ffYzHxmjuEg0gYm8Oa6gHtg28lZo1ytVEPxWaJ8RvC5Pj0z_clNJwgBK_ppduG8qfqm9jaPwRA$ <https://urldefense.com/v3/__https:/trustee.ietf.org/about/announcements/__;!!CQl3mcHX2A!HXyHwLEO2ffYzHxmjuEg0gYm8Oa6gHtg28lZo1ytVEPxWaJ8RvC5Pj0z_clNJwgBK_ppduG8qfqm9jaPwRA$>
>>>> 
>>>> ---
>>>> 
>>>> Notice of proposed Bylaw amendments on behalf of the IETF Trustees and the IETF Intellectual Property Management Corporation (IPMC).
>>>> 
>>>> A proposed amended IPMC Bylaws have been published by the IETF Trustees that would make the following changes:
>>>> 
>>>>   1. Introduce a 60-day notice of proposed amended IPMC Corporate Bylaws before a vote to adopt
>>>> 
>>>>    2. Addition of definitions of the IETF and IETF LLC to the Front Matter
>>>> 
>>>> There are no organizational or structural changes to the IMPC in the amended bylaws.
>>>> 
>>>> Details on the proposed amended bylaws including a redlined version are available on the IETF Trust web site at:
>>>>  https://urldefense.com/v3/__https://trustee.ietf.org/about/announcements/proposed-ipmc-bylaw-amendments/__;!!CQl3mcHX2A!HXyHwLEO2ffYzHxmjuEg0gYm8Oa6gHtg28lZo1ytVEPxWaJ8RvC5Pj0z_clNJwgBK_ppduG8qfqmsY_RtiA$ <https://urldefense.com/v3/__https:/trustee.ietf.org/about/announcements/proposed-ipmc-bylaw-amendments/__;!!CQl3mcHX2A!HXyHwLEO2ffYzHxmjuEg0gYm8Oa6gHtg28lZo1ytVEPxWaJ8RvC5Pj0z_clNJwgBK_ppduG8qfqmsY_RtiA$>
>>>> 
>>>> -- 
>>>> 
>>>> Keeping with the spirit of the 60-day notice period before adoption, the IETF Trustees have decided to apply it to this proposal and adoption will not occur before 60 days after November 8, 2023.
>>>> 
>>>> Given that no structural or organizational changes are being made, this is a notice only and not a broader consultation.
>>>>   Comments may be directed to [e-mail].
>>>> 
>>>> Thanks,
>>>> Glenn Deen,
>>>> IETF Trust Chair, IETF Intellectual Property Management Corporation President
>>>> 
>>>> _______________________________________________
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