C>> confirmed by the IESG. Two ISOC Selected Trustees shall be
C>> selected by the Internet Society using means of their own
C>> choosing.
C>>
C>> 3. *Resignation.* A Selected Trustee may resign by delivering
C>> his resignation in writing to the IASF at its principal
C>> office or to the Secretary of the IASF. Such resignation
C>> shall be effective upon its receipt or upon such date (if
C>> any) as is stated in such resignation, unless otherwise
C>> determined by the Board.
C>>
C>> 4. *Removal.* A Selected Trustee selected by the IETF
C>> nominations process may be removed from office at any time
C>> using the procedures specified in [RFC3777] or its successor.
C>> A Selected Trustee selected by the Internet Society may be
C>> removed by the Internet Society using means of their own
C>> choosing.
C>>
C>> 5. *Vacancies.* Any vacancy in the Board of Trustees shall be
C>> filled using the procedures set forth above on the
C>> composition of the Board of Trustees. The Trustees shall
C>> have and may exercise all of their powers notwithstanding the
C>> existence of one or more vacancies in their number.
C>>
C>> *Section 5: Quorum.* A majority (i.e. fifty (50) percent plus
C>> one (1)) of the Trustees shall constitute a quorum for the
C>> transaction of business. Unless otherwise stated in these
C>>
C>> Bylaws, decisions of the Board of Trustees shall be made by the
C>> concurrence of a majority of members of the Board of Trustees
C>> present and voting. If at any meeting there is no quorum
C>> present, the Board must not transact business.
C>>
C>> *Section 6: Compensation and Reimbursement.* No member of the
C>> Board of Trustees may receive compensation for his or her
C>> services as a Trustee. A Trustee shall, at their request, be
C>> reimbursed for actual, necessary and reasonable travel and
C>> subsistence expenses incurred by them in performance of their
C>> duties.
C>>
C>> *Section 7: Meetings.* The Board of Trustees shall meet at least
C>> twice annually.
C>>
C>> 1. *Written notice, waiver, action.* Wherever the text below
C>> speaks of "written" it is also permitted to use e-mail.
C>>
C>> 2. *Annual Meeting.* The Board of Trustees shall hold a public
C>> Annual Meeting at a time and place associated with the first
C>> IETF meeting each year. This Annual meeting shall be open to
C>> all IETF attendees except that the parts of the meeting
C>> dealing with personnel issues may be held in executive
C>> session.
C>>
C>> 3. *Meeting Types, Methods, and Notice.* Meetings of the Board
C>> may be held from time to time at such intervals and at such
C>> places as may be fixed by the Board. Meetings of the Board
C>> may be held only in person or via teleconference. Notice of
C>> all regular meetings of the Board shall be delivered to each
C>> Trustee by e-mail or by postal mail and announced on the
C>> IETF-Announce list at least ten (10) calendar days before the
C>> meeting. Special meetings of the Board may be called for any
C>> purpose at any time by the Chairman of the Board or by any
C>> three (3) Trustees. Notice of any special meeting shall state
C>> the purpose of the meeting. A Trustee may waive notice of a
C>> meeting of the Board of Trustees by submitting a signed,
C>> written waiver of notice, either before or after the meeting.
C>> A Trustee’s attendance at or participation in a meeting
C>> waives any required notice of the meeting unless at the start
C>> of such meeting or promptly upon arrival the Trustee objects
C>> to holding the meeting or transacting business at the
C>> meeting, and does not thereafter vote for or assent to action
C>> taken at the meeting.
C>>
C>> 4. *Actions Taken By the Board of Trustees Without Meeting.* Any
C>> action required or permitted to be taken at any meeting of
C>> the Board of Trustees may be taken without a meeting if all
C>>
C>> Trustees consent in writing to such action. Such action
C>> shall be evidenced by written consents approving the lack of
C>> a meeting, signed by each Trustee.
C>>
C>> *Section 8: Board Committees.* The Trustees may elect or appoint
C>> one or more committees (including but not limited to an Executive
C>> Committee) and may delegate to any such committee or committees
C>> any or all of their powers, provided that any committee to which
C>> the powers of the Trustees are delegated shall consist solely of
C>> Trustees. Committees shall conduct their affairs in the same
C>> manner as is provided in these By Laws for the Trustees. The
C>> members of any committee shall remain in office at the pleasure
C>> of the Board of Trustees.
C>>
C>> *Section 9: Trustee Member Conflict of Interest.*
C>>
C>> 1. As set forth in Section 9(3) below, a Trustee of the IETF
C>> Administrative Support Foundation (IASF) who has a personal
C>> interest in a transaction, as defined below, may not
C>> participate in any discussion of that transaction by the
C>> Trustees of The IASF and may not vote to determine whether to
C>> authorize, approve, or ratify that transaction except as
C>> specifically described below. For purposes of these Bylaws, a
C>> "personal interest" is defined as any act that will provide,
C>> directly or indirectly, a financial benefit or a disparate
C>> benefit individually to the Trustee, or to a company he or
C>> she is employed by, has a significant financial interest in,
C>> or represents in any fashion. However, policies under
C>> consideration by the IASF are likely to have an impact on the
C>> business of every Trustee. It is expected that most policy
C>> decisions will have a direct or indirect impact on the
C>> Trustee’s company, but such a non-individualized interest
C>> does not constitute a "personal interest" as used in these
C>> Bylaws. A "transaction" with The IASF for purposes of these
C>> Bylaws is a contract or consultancy in which the Trustee has
C>> a direct or indirect financial benefit, or a policy under
C>> consideration that will have a disparate and unusual impact
C>> on a business with which the Trustee is directly or
C>> indirectly associated.
C>>
C>> 2. The mere existence of a personal interest by a Trustee of The
C>> IASF in a transaction with the IASF shall not invalidate the
C>> IASF’s ability to enter that transaction so long as the
C>> following conditions are met: (i) the material facts of the
C>> personal nature of the transaction with The IASF and the
C>> Trustee’s interest in the transaction with the IASF are fully
C>> disclosed to the Board of Trustees of the IASF, either by the
C>> Trustee having a direct or indirect personal interest in the
C>>
C>> transaction with the IASF, or are brought to the attention of
C>> the Board by a third party; or (ii) the BoT of the IASF, by a
C>> vote of the Trustees (without a conflict of interest) of the
C>> IASF vote to authorize, approve, or ratify a transaction with
C>> the IASF; or (iii) the transaction with the IASF in which the
C>> direct or indirect personal interest of a IASF Trustee was
C>> disclosed to the BoT of The IASF and was determined by the
C>> BoT of the IASF entitled to vote on the matter is determined
C>> by the BoT voting to be in the IASF’s interests,
C>> notwithstanding the personal interest of the non-voting
C>> Trustee.
C>>
C>> 3. In determining whether a conflict of interest exists, the BoT
C>> of the IASF has the prerogative, upon review of all facts and
C>> circumstances, to make its own determination of whether a
C>> conflict of interest exists and how it is appropriate to
C>> proceed. A Trustee who perceives the possibility of a
C>> conflict of interest for him or herself, or for another Board
C>> member, may raise this issue at any point prior to a vote on
C>> any issue. Any Trustee who perceives a possible conflict of
C>> interest may present justification with respect to whether or
C>> not a conflict of interest exists, but the entire Board, with
C>> the exception of the Trustee having the potential conflict of
C>> interest, shall make the final determination to proceed in
C>> such a matter. If the BoT finds there is a conflict of
C>> interest, the Trustee with the conflict may be excluded by
C>> the Chair of the Board from that portion of any meeting where
C>> a substantive discussion or decision to engage or not in such
C>> a transaction is made, except that he or she may provide any
C>> information that will assist the Trustees in such a matter
C>> before leaving such a meeting.
C>>
C>> *Section 10. Approval of Meeting Minutes.* Minutes of the BoT of
C>> the IASF must be approved by a procedure adopted by the board and
C>> published on the IASF web site.
C>>
C>> 6.2.6 Article VI: Officers
C>>
C>> *Section 1: Number.* The officers of the IASF shall consist of a
C>> Chairman of the Board, a Treasurer and a Secretary, and such
C>> other inferior officers as the BoT may determine.
C>>
C>> *Section 2: Election Term of Office and Qualifications.* All
C>> officers shall be elected annually by the vote of a majority of
C>> the Board of Trustees present and voting (excluding abstentions)
C>> at the Annual Meeting. The Treasurer and Secretary need not be
C>> members of the Board. The Chair of the IETF nor the chair of the
C>> IAB shall be the Chairman of the Board of the IASF.
C>>
C>> *Section 3: Resignation.* An officer may resign by delivering his
C>> written resignation to the IASF at its principal office or to the
C>> Chair or Secretary. Such resignation shall be effective upon
C>> receipt or upon such date (if any) as is stated in such
C>> resignation, unless otherwise determined by the Board.
C>>
C>> *Section 4: Removal.* The BoT may remove any officer with or
C>> without cause by a vote of a majority of the entire number of
C>> Trustees then in office, at a meeting of the BoT called for that
C>> purpose. An officer may be removed for cause only if notice of
C>> such action shall have been given to all of the Trustees prior to
C>> the meeting at which such action is to be taken and if the
C>> officer so to be removed shall have been given reasonable notice
C>> and opportunity to be heard by the BoT.
C>>
C>> *Section 5: Vacancies.* In case any elected officer position of
C>> the IASF becomes vacant, the majority of the Trustees in office,
C>> although less than a quorum, may elect an officer to fill such
C>> vacancy at the next meeting of the BoT, and the officer so
C>> elected shall hold office and serve until the next Annual
C>> Meeting.
C>>
C>> *Section 6: Chairman of the Board.* The Chairman of the Board
C>> shall, when present, preside at all meetings of the BoT of the
C>> IASF. If the Chairman is not available to preside over a
C>> meeting, the majority of the Trustees present shall select
C>> another Trustee to preside at that meeting only.
C>>
C>> *Section 7: Treasurer.* The Treasurer shall have the custody of
C>> all funds, property, and securities of the IASF, subject to such
C>> regulations as may be imposed by the Board of Trustees. He or
C>> she may be required to give bond for the faithful performance of
C>> his or her duties, in such sum and with such sureties as the BoT
C>> may require or as required by law, whichever is greater. When
C>> necessary or proper, he or she may endorse on behalf of the IASF
C>> for collection, checks, notes and other obligations, and shall
C>> deposit same to the credit of the IASF at such bank or banks or
C>> depository as the BoT may designate. He or she shall make or
C>> cause to be made such payments as may be necessary or proper to
C>> be made on behalf of the IASF. He or she shall enter or cause to
C>> be entered regularly on the books of the IASF to be kept by him
C>> or her for that purpose, full and accurate account of all monies
C>> and obligations received and paid or incurred by him or her for
C>> or on account of the IASF, and shall exhibit such books at all
C>> reasonable times to any Trustee on application at the offices of
C>> the IASF incident to the Office of Treasurer, subject to the
C>> control of the BoT. Certain duties of the Treasurer as may be
C>> specified by the BoT may be delegated by the Treasurer.
C>>
C>> *Section 8: Secretary.* The Secretary shall have charge of such
C>> books, records, documents, and papers as the BoT may determine,
C>> and shall have custody of the corporate seal. The Secretary
C>> shall keep, or cause to be kept the minutes of all meetings of
C>> the BoT. The Secretary may sign, with the Chairman, in the name
C>> and on behalf of the IASF, any contracts or agreements, and he or
C>> she may affix the corporate seal of the IASF. He or she, in
C>> general, performs all the duties incident to the Office of
C>> Secretary, subject to the supervision and control of the Board of
C>> Trustees, and shall do and perform such other duties as may be
C>> assigned to him or her by the BoT or the Chairman of the BoT.
C>> Certain duties of the Secretary as may be specified by the BoT
C>> may be delegated by the Secretary.
C>>
C>> *Section 9: Other Powers and Duties.* Each officer shall have in
C>> addition to the duties and powers specifically set forth in these
C>> By Laws, such duties and powers as are customarily incident to
C>> his office, and such duties and powers as the Trustees may from
C>> time to time designate.
C>>
C>> 6.2.7 Article VII: Amendments
C>>
C>> *Section 1: By Laws.* These By Laws may be amended by an
C>> affirmative vote of a majority of the Trustees then in office
C>> (excluding abstentions) at a regular meeting of the board or a
C>> meeting of the board called for that purpose as long as the
C>> proposed changes are made available to all trustees and posted to
C>> the IETF Announce list at least 30 days before any such meeting.
C>>
C>> *Section 2: Articles of Incorporation.* The Articles of
C>> Incorporation of the IASF may be amended by an affirmative vote
C>> of two-thirds of the BoT then in office at a regular meeting of
C>> the board or a meeting of the board called for that purpose as
C>> long as the proposed changes are made available to all trustees
C>> and posted to the IETF Announce list at least 30 days before any
C>> such meeting.
C>>
C>> 6.2.8 Article VIII: Dissolution
C>>
C>> Upon the dissolution of the IASF, the IASF, after paying or
C>> making provisions for the payment of all of the liabilities of
C>> the IASF, dispose of all of the assets of the IASF exclusively
C>> for the exempt purposes of the IASF in such manner or to such
C>> organization or organizations operated exclusively for social
C>> welfare or charitable purposes. Any such assets not so disposed
C>> of shall be disposed of by a court of competent jurisdiction of
C>> the county in which the principal office of the organization is
C>> then located, exclusively for such purposes. In the event of a
C>>
C>> sale or dissolution of the corporation, the surplus funds of the
C>> corporation shall not inure to the benefit of, or be
C>> distributable to, its Trustees, officers, or other private
C>> persons.
C>>
C>> 6.2.9 Article IX: Miscellaneous Provisions
C>>
C>> *Section 1: Fiscal Year.* The fiscal year of the IASF shall be
C>> from January 1 to December 31 of each year.
C>>
C>> *Section 2: Execution of Instruments.* All checks, deeds, leases,
C>> transfers, contracts, bonds, notes and other obligations
C>> authorized to be executed by an officer of the IASF in its behalf
C>> shall be signed by the Chairman of the Board or the Treasurer, or
C>> as the Trustees otherwise determine. A certificate by the
C>> Secretary as to any action taken by the BoT shall as to all
C>> persons who rely thereon in good faith be conclusive evidence of
C>> such action.
C>>
C>> *Section 3: Severability.* Any determination that any provision
C>> of these By-Laws is for any reason inapplicable, illegal or
C>> ineffective shall not affect or invalidate any other provision of
C>> these By-Laws.
C>>
C>> *Section 4: Articles of Incorporation.* All references in these
C>> By Laws to the Articles of Incorporation shall be deemed to refer
C>> to the Articles of Incorporation of the IASF, as amended and in
C>> effect from time to time.
C>>
C>> *Section 5: Gender.* Whenever used herein, the singular number
C>> shall include the plural, the plural shall include the singular,
C>> and the use of any gender shall include all genders.
C>>
C>> *Section 6: Successor Provisions.* All references herein: (1) to
C>> the Internal Revenue Code shall be deemed to refer to the
C>> Internal Revenue Code of 1986, as now in force or hereafter
C>> amended; (2) to the Code of the State of Virginia, or any Chapter
C>> thereof, shall be deemed to refer to such Code or Chapter as now
C>> in force or hereafter amended; (3) the particular sections of the
C>> Internal Revenue Code or such Code shall be deemed to refer to
C>> similar or successor provisions hereafter adopted; and (4) to the
C>> Request for Comment Series shall be deemed to refer to the
C>> Request for Comment Series as they are now in force or hereafter
C>> amended.
C>>
C>> 7. Acknowledgment of Contributions and Reviews
C>>
C>> A lot of text was taken from the report from Carl Malamud.
C>>
C>> Further review was done by various IESG and IAB members. Carl
C>> Malamud also reviewed this document and helped with making the
C>> text better English and easier to read.
C>>
C>> This document was created with "xml2rfc"
C>> <http://xml.resource.org/> using the format specified
C>> in [RFC2629].
C>>
C>> 8. IANA Considerations
C>>
C>> This documents requires no action from IANA.
C>>
C>> 9. Security Considerations
C>>
C>> This document describes a scenario for the structure of the
C>> IETF’s administrative support activities. It introduces no
C>> security considerations for the Internet.
C>>
C>> Safety considerations for the integrity of the standards process
C>> are outlined in Appendix C.
C>>
C>> 10. References
C>>
C>> 10.1 Normative References
C>>
C>> [RFC2026] Bradner, S., "The Internet Standards Process --
C>> Revision 3", BCP 9, RFC 2026, October 1996.
C>>
C>> [RFC2028] Hovey, R. and S. Bradner, "The Organizations Involved
C>> in the IETF Standards Process", BCP 11, RFC 2028,
C>> October 1996.
C>>
C>> [RFC2031] Huizer, E., "IETF-ISOC relationship", RFC 2031,
C>> October 1996.
C>>
C>> [RFC3677] Daigle, L. and Internet Architecture Board, "IETF ISOC
C>> Board of Trustee Appointment Procedures", BCP 77, RFC
C>> 3677, December 2003.
C>>
C>> [RFC3716] Advisory, IAB., "The IETF in the Large: Administration
C>> and Execution", RFC 3716, March 2004.
C>>
C>> [RFC3777] Galvin, J., "IAB and IESG Selection, Confirmation, and
C>> Recall Process: Operation of the Nominating and Recall
C>> Committees", BCP 10, RFC 3777, June 2004.
C>>
C>> [Virginia] State of Virginia, "Title 13.1: Corporations, Limited
C>> Liability Companies, Business Trusts", Undated,
C>>
C>> <http://leg1.state.va.us/cgi-
C>> bin/legp504.exe?000+cod+TOC1301000> .
C>>
C>> 10.2 Informative References
C>>
C>> [I-D.ietf-xmpp-core] Saint-Andre, P., "Extensible Messaging and
C>> Presence Protocol (XMPP): Core", draft-ietf-xmpp-
C>> core-24 (work in progress), May 2004.
C>>
C>> [I-D.malamud-consultant-report] Malamud, C., "IETF Administrative
C>> Support Functions", draft-malamud-consultant-report-01
C>> (work in progress), September 2004.
C>>
C>> [RFC2629] Rose, M., "Writing I-Ds and RFCs using XML", RFC 2629,
C>> June 1999.
C>>
C>> URIs
C>>
C>> [1] <http://www.state.va.us/cgi-bin/scc-
C>> clerkdl.pl?scc819&Articles_of_Incorporation_-_Nonstock_Corpo
C>> ration>
C>>
C>> Authors’ Addresses
C>>
C>> Bert Wijnen
C>> Lucent Technologies
C>> Schagen 33
C>> 3461 GL Linschoten
C>> Netherlands
C>> Phone: +31-348-407-775
C>> EMail: bwijnen at lucent.com
C>>
C>> Harald Tveit Alvestrand
C>> Cisco Systems
C>> Weidemanns vei 27
C>> Trondheim 7043
C>> Norway
C>> EMail: harald at alvestrand.no
C>>
C>> Peter W. Resnick
C>> QUALCOMM Incorporated
C>> 5775 Morehouse Drive
C>> San Diego, CA 92121-1714
C>> US
C>> EMail: presnick at qualcomm.com
C>>
C>> Appendix A. Justification, Reasoning and Motivations
C>>
C>>
C>> Quite a bit of the proposals from the consultant report have been
C>> incorporated in this recommendation. However, a number of
C>> changes have been made. In this section we try to explain which
C>> changes were made and why.
C>>
C>> A.1 Changes to the name of the administrative entity
C>>
C>> In order to make it very clear that the new and legal
C>> administrative entity is separate from the ISOC IETF activity
C>> that deals with standardization and protocol development, this
C>> recommendation uses "The IETF Administrative Support Foundation"
C>> as the name for the corporation to be created.
C>>
C>> A.2 Domicile
C>>
C>> Various questions have been raised if the choice of Domicile