C>> steps:
C>>
C>> o As soon as negotiations conclude, publish a Last Call on the
C>> ISOC contract.
C>>
C>> o As soon as drafting of legal documents is completed, publish a
C>> Last Call on the Bylaws and Articles of Incorporation, and ask
C>> the Nomcom to start the process of selecting Nomcom-selected
C>> board representatives.
C>>
C>>
C>> These Last Calls are "speak now" Last Calls - if someone wishes
C>> to challenge the IETF consensus to go ahead with these actions,
C>> knowing what the formal documents will look like, this is their
C>> last chance.
C>>
C>> When these Last Calls are over, the IETF chair, the IAB chair and
C>> the ISOC President will jointly file the articles of
C>> incorporation, and the IESG, IAB and ISOC will fill their board
C>> seats.
C>>
C>> Note: This document does not say when a Request for Information
C>> (RFI) for IETF support services such as meeting planning is sent
C>> out. Advice is sought on the earliest point where this can be
C>> done.
C>>
C>> 2.3 Contract establishment
C>>
C>> The most important activity for late 2004/early 2005 is to
C>> finalize contracts for the support of the IETF. This includes:
C>>
C>> o Funding
C>>
C>> o Technical infrastructure
C>>
C>> o Meeting management
C>>
C>> o Clerk’s office
C>>
C>> o RFC Editor
C>>
C>> o IANA
C>>
C>> There appears to be consensus in the IETF community that these
C>> functions, whether they are offered for free, remunerated or
C>> arranged for other consideration, should be under contract.
C>>
C>> The contract for funding is expected to be with ISOC, and should
C>> be finalized before IASF is established.
C>>
C>> The contract for technical infrastructure is expected to be an
C>> RFP, published in November of 2004, with responses being
C>> evaluated in December 2004, and services rendered from a mutually
C>> agreed date early in 2005.
C>>
C>> The contract for meeting management will be influenced by the
C>> need to have stable agreements for the 2005 meetings at an early
C>> date. This indicates that IASF will honor a pre-IASF agreement
C>> to have these meeting contracts signed by Foretec (if that can be
C>> achieved).
C>>
C>> It is not clear how the contract for the clerk’s office is to be
C>> managed at the time of this writing.
C>>
C>> The contract for the RFC Editor is expected to be with ISI, and
C>> is expected to be a continuation of the current contract with
C>> ISOC, which runs until the end of 2005.
C>>
C>> The contract with IANA will replace or augment the current MoU
C>> between the IETF and ICANN. In its simplest form, it would
C>> simply be a reconfirmation of the duties of ICANN under the MoU.
C>>
C>> 2.4 Performance evaluation
C>>
C>> The second task of the IASF is to make sure the IETF gets the
C>> support it needs. The IASF will work together with the IETF
C>> community to make an effort to identify whether or not the IETF’s
C>> needs are being met, and to coordinate improvements with the
C>> contractors. This is an ongoing activity.
C>>
C>> 2.5 Budgeting for 2006
C>>
C>> In June 2005, the IASF will start the yearly budgeting process
C>> with ISOC, as specified in the ISOC contract, leading to a work
C>> plan and budget for 2006.
C>>
C>> 2.6 Reporting
C>>
C>> The IASF will present monthly updates on its economic status.
C>> These will be delivered to ISOC as part of the ISOC contract, and
C>> also be made publicly available so that the IETF community can
C>> inspect them.
C>>
C>> 3. Details of the IETF Administrative Support Foundation
C>>
C>> This section contains details about the proposal to change how
C>> the day-to-day IETF administrative support functions are
C>> provided. This recommendation is based on the initial
C>> description of "Scenario C" in the "Administrative Support
C>> Analysis" [I-D.malamud-consultant-report] provided by Carl
C>> Malamud. It is further based on discussion in the IESG and IAB
C>> and on feedback on Carl’s document as received on the IETF
C>> mailing list. Further justifications, reasoning and motivations
C>> are given in Appendix A. Risk Analysis is done in Appendix C.
C>>
C>> This document recommends to create a well defined and legal
C>> entity called "The IETF Administrative Support Foundation"
C>>
C>> (IASF). The name intends to clearly express that this new legal
C>> entity has only one single function, namely to provide the
C>> administrative support of the IETF Standardization and Protocol
C>> Development activities. This entity will ultimately manage and
C>> administer all the administrative functions that are needed to
C>> support the IETF - the Standardization and Protocol Development
C>> activity of ISOC.
C>>
C>> 3.1 Organizational Form and Legal Domicile
C>>
C>> The consultant report [I-D.malamud-consultant-report] contains a
C>> writeup on various choices in terms of how and where to
C>> incorporate. This recommendation has made the choice to
C>> incorporate in the US in the state of Virginia. Some detail can
C>> be found in Appendix B.
C>>
C>> In this scenario, administrative support functions for the IETF
C>> are legally housed in a focused, incorporated institution
C>> (although the Administrative Director might be physically housed
C>> within the Internet Society).
C>>
C>> This scenario defines a number of concrete linkages with the
C>> Internet Society, which supplement the current close
C>> interconnection of the IETF community with ISOC. The
C>> relationship is to be documented in a MoU (initial text is in
C>> Section 4).
C>>
C>> 3.2 Draft Core Principles
C>>
C>> 3.2.1 Principles of Establishment and Governance
C>>
C>> The following principles are to be respected for the
C>> establishment and governance of the IETF Administrative Support
C>> Foundation (IASF) and are the basis for the Draft Articles of
C>> Incorporation as in Section 6.1 and the Draft Bylaws as in
C>> Section 6.2:
C>>
C>> 1. The IASF shall be governed by a Board of Trustees (BoT), who
C>> shall be responsible for the fiscal, legal, and
C>> administrative infrastructure that supports the activities of
C>> the IETF.
C>>
C>> 2. The governance of the IETF, the standards process, and all
C>> other aspects of how we make our standards are defined in the
C>> procedural Best Current Practice (BCP) RFC series, which will
C>> be explicitly referenced in the organization documents of the
C>> IASF.
C>>
C>> 3. The IASF shall be transparent and responsible to the IETF.
C>>
C>> 4. The BoT shall appoint a Secretary and a Treasurer, who need
C>> not be members of the BoT. The IETF Administrative Director
C>> (IAD) of the IASF shall provide staff support to the BoT.
C>>
C>> 5. The BoT shall be composed to strike a balance between
C>> "outside" and "inside" directors. The IESG and IAB will each
C>> select a representative to serve as a voting member of the
C>> BoT. Mechanisms such as the Nominating Committee (Nomcom) and
C>> the appointment of certain seats by the ISOC fulfill the
C>> outside director obligations.
C>>
C>> 6. IAB, IESG and ISOC will have liaisons to the BoT in order to
C>> have a good basis for interaction.
C>>
C>> The BoT will have strong governance over a limited scope of
C>> activities (e.g., the fiscal, legal, and administrative
C>> infrastructure that are the charter of the IASF) but will have no
C>> authority over the IETF standards process. In this board
C>> composition, the ISOC and Nomcom appointments ensure that outside
C>> directors with no perceived conflicts of interest are on the
C>> board.
C>>
C>> All nominating bodies should make strong fiscal, legal, and
C>> administrative acumen essential selection criteria for this
C>> position.
C>>
C>> IAB and IESG representatives will serve for one year. For other
C>> appointments, a term proposed for the nominated positions is
C>> three years with staggered appointments. However, the nominating
C>> body might have the power to change their appointee during their
C>> term.
C>>
C>> All members of the BoT selected by the IETF are subject to the
C>> same recall procedures in effect for the IETF leadership such as
C>> members of the IAB and IESG.
C>>
C>> 3.2.2 Principles of Operation of the IETF Administrative Support
C>> Foundation
C>>
C>> The following are general principles for the operation of the
C>> IASF:
C>>
C>> 1. The IASF shall employ an IETF Administrative Director (IAD)
C>> of the IASF, who shall be hired by the BoT with the advice
C>> and consent of the IESG and IAB.
C>>
C>> 2. All support services shall be contracted in an open and
C>> transparent manner.
C>>
C>> 3. The IAD shall submit a proposed annual budget to the BoT at
C>> least 90 days before the beginning of the fiscal year. Such
C>> budget shall be developed with the advice and consent of the
C>> IAB and IESG.
C>>
C>> 4. The IAD shall serve on the BoT as a non-voting, ex-officio
C>> member.
C>>
C>> 5. The BoT shall select a professional audit firm and shall
C>> commission an audit immediately upon the close of each fiscal
C>> year.
C>>
C>> 6. The IASF will conduct financial reporting in a fully
C>> transparent fashion. Audits shall be conducted promptly and
C>> published. Tax returns shall be published. Detailed
C>> financial statements will be published on a regular basis,
C>> including timely reports on the financial results of IETF
C>> meetings.
C>>
C>> 4. Draft MoU between ISOC, IETF and IETF Administrative Support
C>> Foundation
C>>
C>> 4.1 Form and Scope of the Agreement
C>>
C>> This section presents some principles to be incorporated in a
C>> draft MoU/Contract between the Internet Society (ISOC) and the
C>> IETF Administrative Support Foundation (IASF), detailing the work
C>> each is expected to perform, the responsibilities each has, and
C>> the means by which these functions are accomplished. This
C>> MoU/Contract shall be published as an RFC.
C>>
C>> The MoU/Contract will specify the responsibilities of the
C>> Internet Society, including:
C>>
C>> o Reaffirmation of the Standards Process Function that ISOC
C>> performs for the IETF.
C>>
C>> o Continuation of the Fund Raising Function that ISOC conducts,
C>> in which a single, unified campaign is used to solicit
C>> corporate, individual, and other organizational donations for
C>> funding of the 3 Pillars.
C>>
C>> o Disbursement of funds to the IASF according to the agreed-upon
C>> budgets and processes as specified in this agreement.
C>>
C>> o Verification that IASF spends these funds to support the work
C>> of the IETF, within the scope described in the IASF bylaws.
C>>
C>> Responsibilities of IASF:
C>>
C>> o Determine, in cooperation with the IETF, the support functions
C>> that are needed for the IETF, and can be achieved within
C>> available funds.
C>>
C>> o Enter into contracts for these support functions.
C>>
C>> o Supervise these contracts and ensure that they are being
C>> performed in the best interest of the IETF, within a
C>> reasonable budget and with agreed-upon performance.
C>>
C>> 4.2 Cooperation mechanism
C>>
C>> IASF and ISOC agree that they will perform a budgeting procedure
C>> each year, comprising the following steps:
C>>
C>> o IASF puts together a budget proposal to ISOC, and presents it
C>> in June. This will specify the functions that need to be
C>> performed, the cost of each, the expected revenue from IETF
C>> meeting participation, and how much is being requested for
C>> ISOC to contribute.
C>>
C>> o By the end of August, ISOC will give a budget number to IASF
C>> that says how much ISOC is willing to contribute to support
C>> the functions described in the IASF budget.
C>>
C>> o Before November 1, ISOC and IASF will agree on a budget, an
C>> ISOC contribution, and a disbursement schedule.
C>>
C>> o If either party sees that there is reason to change the
C>> budget, they can start a negotiation to do so at any time. On
C>> mutual agreement to a change, payments are modified
C>> accordingly.
C>>
C>> o ISOC may withhold funds if IASF fails to account for its
C>> expenditures, if it determines that IASF has departed
C>> significantly from its budgeted expenditures without agreement
C>> with ISOC to do so, or if ISOC determines that IASF is
C>> spending funds in violation of its bylaws.
C>>
C>> 4.3 Promises Not to Do Things
C>>
C>> This section lays out things that would constitute interference
C>> in each others’ business, or things that are Just Plain Wrong.
C>>
C>> In legal terms, these are called "covenants."
C>>
C>> ISOC will not place requirements on how IASF does business,
C>> except on reporting. It will, for instance, not attempt to
C>> influence IASF choice of contractors or choice of meeting
C>> sponsors. This restriction is meant to enforce the separation
C>> between fund raising and the actual operation of the standards
C>> process.
C>>
C>> IASF will not ask companies for money. IASF may ask for sponsors
C>> for IETF events, per tradition, and may accept zero-cost provider
C>> contracts or in-kind donations, but ISOC is the organization
C>> charged with fundraising.
C>>
C>> Neither ISOC nor IASF will attempt to influence technical
C>> decisions of the IETF standards process.
C>>
C>> 4.4 Initial contribution
C>>
C>> The Internet Society has already allocated $700,000 in transition
C>> funds. As part of the formation process, this section sets out a
C>> way that a 2005 allocation of funds and an initial contribution
C>> for startup can be decided upon. NOTE: This section is a GUESS!
C>> Its purpose is to give some sense of where we’re at.
C>>
C>> If this plan is pursued, one of the first activities is to put
C>> together a detailed 2005 budget, including an analysis of cash
C>> flow and balance sheets to make sure that the organization is
C>> properly funded and will be solvent throughout the year. This
C>> planning process should project out 3 years and show how the
C>> organization will be able to accumulate the appropriate cash
C>> reserve to make sure operations can continue in a stable manner.
C>>
C>> An initial estimate is for an on-going annual contribution of USD
C>> 900.000 to IASF in 2005. In addition, ISOC will contribute an
C>> additional USD 600.000 as an initial fund to start up IASF,
C>> payable after the Board of Trustees is seated and this contract
C>> is signed and approved by the IETF.
C>>
C>> ISOC commits to this ongoing level of contribution (USD 75.000
C>> per month) for the lifetime of this contract, unless modified by
C>> mutual agreement.
C>>
C>> 4.5 Termination, law and so on
C>>
C>> This agreement may be terminated by either party for any reason
C>> on 12 months’ notice.
C>>
C>> The parties may reach mutual agreement on a shorter termination
C>> period.
C>>
C>> All conflicts under this agreement are to be adjudicated under
C>> the laws of the United States and the State of Virginia, however
C>> the parties may also agree to arbitration, mediation or any other
C>> conflict resolution mechanisms.
C>>
C>> 5. Notes and Explanations
C>>
C>> This is where we put down why things are the way they are.
C>>
C>> 5.1 Type of legal instrument
C>>
C>> This document is styled as a contract - an agreement between two
C>> parties, enforceable under law. An alternate formulation would
C>> be a Memorandum of Understanding - but we want it to be clear to
C>> everyone that the parties stand behind their responsibilities
C>> under this document. At the moment, the authors see no
C>> compelling arguments for not making it a contract. In either
C>> case, the document is published as an RFC.
C>>
C>> 5.2 Power Balance
C>>
C>> As written, it is designed to make it easy to do the right thing
C>> as long as the parties agree what that is, to make it clear that
C>> ISOC will continue to pay money as long as IASF does the Right
C>> Thing (and reports what it’s doing), and that ISOC can stop the
C>> show quickly if it’s clear that IASF is not doing the Right
C>> Thing.
C>>
C>> 5.3 Budget figures
C>>
C>> The main purpose of the numbers is to make it clear that there
C>> WILL be numbers in this contract, and that it WILL represent a
C>> solid commitment by ISOC. The numbers are "subject to change
C>> without notice" while this contract is negotiated.
C>>
C>> 6. Draft Incorporating Documents for the IETF Administrative
C>> Support Foundation
C>>
C>> 6.1 Draft Articles of Incorporation
C>>
C>> This section contains standard, pro-forma Articles of
C>> Incorporation. Note well that tax lawyers often make significant
C>> alterations to standard Articles as they consider a 501(c)(3)
C>> application. They are included here merely as a sample for
C>> illustrative purposes only.
C>>
C>> ’Commonwealth of Virginia -- State Corporation Commission’|
C>> ’Articles of Incorporation -- Virginia Nonstock Corporation’|
C>> Form SCC819, 07/ 03 [1] ------
C>>
C>> The undersigned, pursuant to Chapter 10 of Title 13.1 of the Code
C>> of Virginia, [Virginia] state(s) as follows:
C>>
C>> 1. The name of the corporation is The IETF Administrative
C>> Support Foundation.
C>>
C>> 2. The corporation shall have no members.
C>>
C>> 3. The purpose of the corporation is to manage and administer
C>> all the administrative functions for the IETF - the
C>> Standardization and Protocol Development activity of the
C>> Internet Society.
C>>
C>> 4. The Trustees of the corporation shall be elected or appointed
C>> as specified in Article IV (Section 6.2.5) of the Bylaws.
C>>
C>> 5. Name and agent:
C>>
C>> A. The name of the corporation’s initial registered agent
C>> is: XXX
C>>
C>> B. The initial registered agent is a domestic or foreign
C>> stock or nonstock corporation, limited liability company,
C>> or registered limited liability partnership authorized to
C>> transact business in Virginia.
C>>
C>> 6. The initial Trustees are: XXX
C>>
C>> 7. The incorporators are: XXX
C>>
C>> 6.2 Draft Bylaws of the IETF Administrative Support Foundation
C>>
C>> As with the Draft Articles, the Draft Bylaws included here are a
C>> pro-forma, standard version. Substantial alteration may be
C>> required as legal counsel reviews the specific nature of an
C>> incorporation.
C>>
C>> 6.2.1 Article I: Organization
C>>
C>> The name of the Corporation shall be The IETF Administrative
C>> Support Foundation (which is hereinafter also referred to as the
C>> "IASF").
C>>
C>> 6.2.2 Article II: Purpose
C>>
C>> *Section 1: Purpose.* The IASF shall be operated exclusively for
C>> nonprofit educational, charitable, and scientific purposes,
C>> including, without limitation, the purposes stated in the IASF’s
C>> Articles of Incorporation.
C>>
C>> *Section 2: Restrictions.* No part of the net earnings of the
C>> IASF shall inure to the benefit of, or be distributable to,
C>> private persons, except that the IASF shall be authorized and
C>> empowered to pay reasonable compensation for services rendered,
C>> and to make payments and distributions in furtherance of the
C>> purposes set forth in Article II, Section 1 hereof. Any other
C>> provision of these Bylaws to the contrary notwithstanding, the
C>> IASF shall not carry on any activities not permitted to be
C>> carried on by a corporation exempt from Federal Income Tax under
C>> Section 501(a) and Section 501(c)(3) of the Code. These Bylaws
C>> shall not be altered or amended in derogation of the provisions
C>> of this Section.
C>>
C>> 6.2.3 Article III: Members
C>>
C>> The IASF shall have no members and no stockholders.
C>>
C>> 6.2.4 Article IV: Offices
C>>
C>> The office of the IASF shall be as determined from time to time
C>> by the Board of Trustees (BoT) within or outside of the State of
C>> Virginia.
C>>
C>> 6.2.5 Article V: Board of Trustees
C>>
C>> *Section 1: Authority and Responsibilities.* The power,
C>> authority, property, and affairs of the IASF shall at all times
C>> be exclusively exercised, controlled, and conducted by or under
C>> the authority of the Board of Trustees (BoT) subject to any
C>> limitations set forth in the Articles of Incorporation and in
C>> accordance with the Virginia Nonstock Corporation Act as it now
C>> exists or hereafter may be amended.
C>>
C>> *Section 2: Board of Trustees Composition.* The Board of Trustees
C>> shall consist of seven (7) Trustees.
C>>
C>> One (1) Trustee will be selected by the IAB.
C>>
C>> One (1) Trustee will be selected by the IESG.
C>>
C>> Two (2) Trustees will be selected by the Internet Society.
C>>
C>> Three (3) Trustees will be selected by the IETF community.
C>>
C>> The IAB chair and IETF chair will functions as liaisons from the
C>> IAB and IESG respectively to the Board of Trustees. The chair
C>> and president of the Internet Society will function as liaisons
C>> from the ISOC to the Board of Trustees.
C>>
C>> *Section 3: Terms.* The term of office of IESG and IAB Selected
C>> Trustees shall be one (1) year or until their successors have
C>> been selected and assume office. The term of office of otherwise
C>> Selected Trustees shall be three (3) years or until their
C>> successors have been selected and assume office. Selected
C>> Trustees may be selected to serve multiple terms.
C>>
C>> *Section 4: Selection of the Board of Trustee*
C>>
C>> 1. *Selection of IESG and IAB Selected Trustees.* The IESG and
C>> IAB shall each select one representative Trustee, who is not
C>> at the same time an IESG or IAB member.
C>>
C>> 2. *Selection of otherwise Selected Trustees.* Three (3) IETF
C>> Selected Trustees shall be selected by the IETF nominations
C>> process (as defined in [RFC3777] or its successor) and