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RFC 4089


IAB and IESG Recommendation for IETF Administrative Restructuring

Part 2 of 3, p. 7 to 36
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Appendix: Scenario C

   This Appendix reproduces the contents of an Internet-Draft defining
   Scenario C, as it was posted on 20 September 2004.  A table of
   contents has been removed from this copy and the text has been
   reformatted to fit within IETF publication guidelines.  Each line is
   prefixed with "C>>".

C>>                                                           B. Wijnen
C>>                                                  LucentTechnologies
C>>                                                       H. Alvestrand
C>>                                                       Cisco Systems
C>>                                                          P. Resnick
C>>                                               QUALCOMM Incorporated
C>>                                                  September 20, 2004
C>>  AdminRest Scenario C: An IETF Administrative Support Foundation as
C>>                an Independent Nonprofit Corporation
C>> Abstract
C>>    This document defines a proposal for an IETF Administrative
C>>    Support Foundation (IASF) as an independent not-for-profit
C>>    corporation as a means for providing focused support for IETF
C>>    community activities. It proposes the creation of an IASF Board
C>>    of Trustees (BoT) that is mainly selected by and accountable to
C>>    the IETF community and would provide oversight for the IETF
C>>    Administrative Support Foundation. The IASF will also establish
C>>    and maintain a strong relationship with the Internet Society
C>>    (ISOC) and the current relationships between IETF and ISOC will
C>>    basically be left unchanged.
C>>    In order to allow the community to properly evaluate this
C>>    scenario, some draft Articles of Incorporation and draft Bylaws
C>>    for the IASF are included.  Some draft BCP wording for the IASF,
C>>    IETF and ISOC relationships is also included.
C>>    1.  Overview of Scenario C
C>>    This document follows from two previous documents.  [RFC3716]
C>>    defined the overall parameters and criteria for an administrative
C>>    restructuring.  [I-D.malamud-consultant-report] provided an
C>>    analysis of the implications of several of the suggested
C>>    strategies.  This document picks one strategy and develops it
C>>    further.

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C>>    In order to provide the most focused and effective administrative
C>>    support to the IETF community, this updated scenario C proposes a
C>>    new and well-defined legal entity to support the IETF
C>>    administrative functions.  The name of that new entity is "The
C>>    IETF Administrative Support Foundation" (IASF).
C>>    First, it is important to understand that the IETF has been
C>>    organized as an Activity of the Internet Society (ISOC) and as
C>>    such represents the "Standards and Protocols" pillar of ISOC.
C>>    Under this proposal, the IETF would continue to be an integral
C>>    part of the Standards and Protocols pillar of ISOC.  ISOC
C>>    currently provides these important functions to the IETF:
C>>    1.  Standards Process Functions. ISOC plays a fundamental role in
C>>        the IETF Standards Process, including appointment of the
C>>        Nominating Committee (Nomcom) chair, confirmation of IAB
C>>        members, confirmation of documents that describe the
C>>        standards processes, and acting as the last resort in the
C>>        appeals process.  These Standards Process Functions are
C>>        defined in [RFC2026], [RFC2028], [RFC2031], and [RFC3677].
C>>    2.  IETF Fund Raising Functions. ISOC provides the fund raising
C>>        function as one source for financial support the IETF.
C>>    3.  Administration Functions. ISOC provides administrative and
C>>        financial functions, managing the contract with the RFC
C>>        Editor, providing insurance for selected IETF participants,
C>>        and administering a discretionary fund for use by the IAB and
C>>        the IETF Chairs.
C>>    The administrative restructuring of the IETF proposed in this
C>>    document keeps that basic relationship between IETF and ISOC.
C>>    Specifically, the recommendation does not propose any changes to
C>>    the "Standards Process Functions" or to the "IETF Fund Raising
C>>    Functions".
C>>    Under the "Administration Functions", ISOC both funds and
C>>    administers some (as stated above) parts of the IETF
C>>    Administrative Support Functions.  Some of the funds (like for
C>>    the RFC-Editor) go directly to the contractor who executes the
C>>    administrative function.  The streamlining of the administrative
C>>    support for the IETF ultimately intends to put the complete
C>>    Administrative Support Functions under the newly recommended
C>>    IASF.  This means that we recommend that ultimately, ISOC funds
C>>    for the IETF will be transferred to the IASF, which will then
C>>    administer all the contracts and payments according to an

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C>>    approved yearly budget.  The details of that process will be
C>>    documented in a Memorandum of Understanding (MoU) between ISOC,
C>>    IETF and IASF.
C>>    This updated AdminRest Scenario C aims to provide the following:
C>>    o  A continued close relationship between IETF and ISOC.
C>>    o  A well defined legal entity within which the IETF can define
C>>       the administrative activity in terms of IETF community needs.
C>>    o  A Board of Trustees with operational oversight that is
C>>       accountable to the IETF community.
C>>    o  Continued separation between the IETF standards activity and
C>>       any fund-raising for standards work.
C>>    o  A close and well defined relationship between IASF and ISOC,
C>>       documented in a BCP (or MoU).
C>>    o  Appropriate ISOC oversight of its standards activities funds
C>>       via a yearly budget approval and open reporting of funds
C>>       spent.
C>>    In scenario C, it is intended that the IETF Administrative
C>>    Support Foundation will be a tax-exempt not-for-profit
C>>    corporation as defined by Articles of Incorporation and a set of
C>>    Bylaws.  These will describe the scope and purpose of the IASF
C>>    and they also define the structure and responsibility of the
C>>    Board of Trustees (BoT), a body that is mainly selected by the
C>>    IETF and which is responsible for overseeing the IASF.  A draft
C>>    of the Articles of Incorporation and Bylaws is included in the
C>>    next sections of this document.
C>>    Scenario C allows us (IETF) to establish IETF control over our
C>>    administrative support functions in terms of determining that
C>>    they meet the community's needs, and adjusting them from time to
C>>    time using IETF processes.  This is to address the pressing
C>>    administrative issues outlined in [RFC3716].
C>>    Scenario C also encourages us (the IETF) to regularly evaluate
C>>    that we do want to continue the relationships with ISOC and the
C>>    contracts with our services providers (contractors).  It is based
C>>    on the premise that we prefer to actively maintain relationships
C>>    with other organizations and service providers instead of being
C>>    bound to such relationships based on poorly defined and poorly

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C>>    documented historical facts.  A draft BCP for the relationship
C>>    between ISOC, IETF and IASF is included as a separate section in
C>>    this document.
C>>    Scenario C does however bring the burden of creating a new legal
C>>    entity (IASF) and such an undertaking is also not without risks.
C>>    It will need careful planning and execution.  Migration from the
C>>    current structure to this new structure is probably also somewhat
C>>    more costly and time and labour consuming.  The sections below
C>>    try to show how that would be achieved and outlines what further
C>>    steps are needed to provide more detail if this scenario is
C>>    chosen.
C>> 2.  Work Plan for the IETF Administrative Support Foundation
C>>    This section gives the work plan for the IETF Administrative
C>>    Support Foundation (IASF) for the remainder of 2004 and the year
C>>    2005.
C>> 2.1  Workplan goals
C>>    The work plan below is intended to satisfy three goals:
C>>    o  Satisfy the IETF's need for support functions in 2005
C>>    o  Operate with a positive account balance throughout 2005
C>>    o  Start building up a fund inside the IASF to serve as a buffer
C>>       against budgetary emergencies in later years (such as meetings
C>>       with a severe cost overrun, or force-majeure cancellations).
C>>    The fund target is 6 months of operating revenue, and the target
C>>    for building up the fund is 3 years.  The budgeted set-aside for
C>>    the fund should thus be approximately 17% of operating revenue.
C>> 2.2  Incorporation process
C>>    There are 3 things that need to be in place before that
C>>    corporation can be considered viable at all:
C>>    o  IETF consensus on the plan
C>>    o  ISOC agreement on a reasonable support contract
C>>    o  Assurance that the corporation will have tax-exempt status

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C>>    Once this document has been discussed in the IETF, and the IESG
C>>    and IAB gauges that rough consensus seems reached, the IETF
C>>    leadership will take the following actions:
C>>    o  Publish a Last Call on this document (to determine plan
C>>       consensus).
C>>    o  Choose a negotiating team to negotiate the ISOC contract.
C>>    o  Choose an executive search team to find the IASF
C>>       Administrative Director (IAD).
C>>    o  Consult with legal counsel to determine how best to achieve
C>>       tax-exempt status; this will affect the bylaws and articles of
C>>       incorporation.
C>>    When the Last Call is over, the IESG will consider whether there
C>>    is still consensus, and if there is, approve this document for
C>>    publication.  Once that happens, it will take the following
C>>    steps:
C>>    o  As soon as negotiations conclude, publish a Last Call on the
C>>       ISOC contract.
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>>    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>>    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>>    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.

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C>> 2.3  Contract establishment
C>>    The most important activity for late 2004/early 2005 is to
C>>    finalize contracts for the support of the IETF.  This includes:
C>>    o  Funding
C>>    o  Technical infrastructure
C>>    o  Meeting management
C>>    o  Clerk's office
C>>    o  RFC Editor
C>>    o  IANA
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>>    The contract for funding is expected to be with ISOC, and should
C>>    be finalized before IASF is established.
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>>    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>>    It is not clear how the contract for the clerk's office is to be
C>>    managed at the time of this writing.
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>>    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.

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C>> 2.4  Performance evaluation
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>> 2.5  Budgeting for 2006
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>> 2.6  Reporting
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>> 3.  Details of the IETF Administrative Support Foundation
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>>    This document recommends to create a well defined and legal
C>>    entity called "The IETF Administrative Support Foundation"
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.

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C>> 3.1  Organizational Form and Legal Domicile
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>>    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>>    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>> 3.2  Draft Core Principles
C>> 3.2.1  Principles of Establishment and Governance
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>>    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>>    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>>    3.  The IASF shall be transparent and responsible to the IETF.
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.

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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>>    6.  IAB, IESG and ISOC will have liaisons to the BoT in order to
C>>        have a good basis for interaction.
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>>    All nominating bodies should make strong fiscal, legal, and
C>>    administrative acumen essential selection criteria for this
C>>    position.
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>>    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>> 3.2.2  Principles of Operation of the IETF Administrative Support
C>>       Foundation
C>>    The following are general principles for the operation of the
C>>    IASF:
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>>    2.  All support services shall be contracted in an open and
C>>        transparent manner.

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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>>    4.  The IAD shall serve on the BoT as a non-voting, ex-officio
C>>        member.
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>>    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>> 4.  Draft MoU between ISOC, IETF and IETF Administrative Support
C>>    Foundation
C>> 4.1  Form and Scope of the Agreement
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>>    The MoU/Contract will specify the responsibilities of the
C>>    Internet Society, including:
C>>    o  Reaffirmation of the Standards Process Function that ISOC
C>>       performs for the IETF.
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>>    o  Disbursement of funds to the IASF according to the agreed-upon
C>>       budgets and processes as specified in this agreement.
C>>    o  Verification that IASF spends these funds to support the work
C>>       of the IETF, within the scope described in the IASF bylaws.

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C>>    Responsibilities of IASF:
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>>    o  Enter into contracts for these support functions.
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>> 4.2  Cooperation mechanism
C>>    IASF and ISOC agree that they will perform a budgeting procedure
C>>    each year, comprising the following steps:
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>>    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>>    o  Before November 1, ISOC and IASF will agree on a budget, an
C>>       ISOC contribution, and a disbursement schedule.
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>>    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.

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C>> 4.3  Promises Not to Do Things
C>>    This section lays out things that would constitute interference
C>>    in each others' business, or things that are Just Plain Wrong.
C>>    In legal terms, these are called "covenants."
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>>    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>>    Neither ISOC nor IASF will attempt to influence technical
C>>    decisions of the IETF standards process.
C>> 4.4  Initial contribution
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>>    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>>    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>>    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.

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C>> 4.5  Termination, law and so on
C>>    This agreement may be terminated by either party for any reason
C>>    on 12 months' notice.
C>>    The parties may reach mutual agreement on a shorter termination
C>>    period.
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>> 5.  Notes and Explanations
C>>    This is where we put down why things are the way they are.
C>> 5.1  Type of legal instrument
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>> 5.2  Power Balance
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>> 5.3  Budget figures
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.

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C>> 6.  Draft Incorporating Documents for the IETF Administrative
C>>    Support Foundation
C>> 6.1  Draft Articles of Incorporation
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>>    'Commonwealth of Virginia -- State Corporation Commission'|
C>>    'Articles of Incorporation -- Virginia Nonstock Corporation'|
C>>    Form SCC819, 07/ 03 [1] ------
C>>    The undersigned, pursuant to Chapter 10 of Title 13.1 of the Code
C>>    of Virginia, [Virginia] state(s) as follows:
C>>    1.  The name of the corporation is The IETF Administrative
C>>        Support Foundation.
C>>    2.  The corporation shall have no members.
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>>    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>>    5.  Name and agent:
C>>        A.  The name of the corporation's initial registered agent
C>>            is: XXX
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>>    6.  The initial Trustees are: XXX
C>>    7.  The incorporators are: XXX

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C>> 6.2  Draft Bylaws of the IETF Administrative Support Foundation
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>> 6.2.1  Article I: Organization
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>> 6.2.2  Article II: Purpose
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>>    *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>> 6.2.3  Article III: Members
C>>    The IASF shall have no members and no stockholders.
C>> 6.2.4  Article IV: Offices
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>> 6.2.5  Article V: Board of Trustees
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

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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>>    *Section 2: Board of Trustees Composition.* The Board of Trustees
C>>    shall consist of seven (7) Trustees.
C>>       One (1) Trustee will be selected by the IAB.
C>>       One (1) Trustee will be selected by the IESG.
C>>       Two (2) Trustees will be selected by the Internet Society.
C>>       Three (3) Trustees will be selected by the IETF community.
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>>    *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>>    *Section 4: Selection of the Board of Trustee*
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>>    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
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>>    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.

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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>>    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>>    *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>>    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>>    *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>>    *Section 7: Meetings.* The Board of Trustees shall meet at least
C>>    twice annually.
C>>    1.  *Written notice, waiver, action.* Wherever the text below
C>>        speaks of "written" it is also permitted to use e-mail.
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>>    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

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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>>    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>>        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>>    *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>>    *Section 9: Trustee Member Conflict of Interest.*
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

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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>>    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>>        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>>    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

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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>>    *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>> 6.2.6  Article VI: Officers
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>>    *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>>    *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>>    *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>>    *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>>    *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.

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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>>    *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>>    *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.

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C>> 6.2.7  Article VII: Amendments
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>>    *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>> 6.2.8  Article VIII: Dissolution
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>>    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>> 6.2.9  Article IX: Miscellaneous Provisions
C>>    *Section 1: Fiscal Year.* The fiscal year of the IASF shall be
C>>    from January 1 to December 31 of each year.
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.

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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>>    *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>>    *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>>    *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>> 7.  Acknowledgment of Contributions and Reviews
C>>    A lot of text was taken from the report from Carl Malamud.
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>>    This document was created with "xml2rfc"
C>>    <> using the format specified
C>>    in [RFC2629].
C>> 8.  IANA Considerations
C>>    This documents requires no action from IANA.

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C>> 9.  Security Considerations
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>>    Safety considerations for the integrity of the standards process
C>>    are outlined in Appendix C.
C>> 10.  References
C>> 10.1  Normative References
C>>    [RFC2026]  Bradner, S., "The Internet Standards Process --
C>>               Revision 3", BCP 9, RFC 2026, October 1996.
C>>    [RFC2028]  Hovey, R. and S. Bradner, "The Organizations Involved
C>>               in the IETF Standards Process", BCP 11, RFC 2028,
C>>               October 1996.
C>>    [RFC2031]  Huizer, E., "IETF-ISOC relationship", RFC 2031,
C>>               October 1996.
C>>    [RFC3677]  Daigle, L. and Internet Architecture Board, "IETF ISOC
C>>               Board of Trustee Appointment Procedures", BCP 77, RFC
C>>               3677, December 2003.
C>>    [RFC3716]  Advisory, IAB., "The IETF in the Large: Administration
C>>               and Execution", RFC 3716, March 2004.
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>>    [Virginia] State of Virginia, "Title 13.1: Corporations, Limited
C>>               Liability Companies, Business Trusts", Undated,
C>>               <
C>>               bin/legp504.exe?000+cod+TOC1301000> .
C>> 10.2  Informative References
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.

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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>>    [RFC2629]  Rose, M., "Writing I-Ds and RFCs using XML", RFC 2629,
C>>               June 1999.
C>> URIs
C>>    [1]  <
C>>         ration>
C>> Authors' Addresses
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
C>>    Harald Tveit Alvestrand
C>>    Cisco Systems
C>>    Weidemanns vei 27
C>>    Trondheim 7043
C>>    Norway
C>>    EMail: harald at
C>>    Peter W. Resnick
C>>    QUALCOMM Incorporated
C>>    5775 Morehouse Drive
C>>    San Diego, CA 92121-1714
C>>    US
C>>    EMail: presnick at

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C>> Appendix A.  Justification, Reasoning and Motivations
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>> A.1  Changes to the name of the administrative entity
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>> A.2  Domicile
C>>    Various questions have been raised if the choice of Domicile
C>>    should be further investigated.  In order to make progress this
C>>    document recommends to make a definite choice now and go for a US
C>>    based not-for-profit corporation in the state of Virginia.
C>>    Further investigation would most probably delay the whole process
C>>    by at least half a year.
C>> A.3  Changes to the composition of the BoT
C>>    The consultant report had a proposal for Position-based Trustees,
C>>    which would automatically make the IAB chair and the IETF chair
C>>    voting members of the Board of Trustees (BoT) of the IETF
C>>    Administrative Support Foundation.  There was discussion on the
C>>    IETF mailing list that those people are not selected because of
C>>    their business acumen but rather for their technical leadership.
C>>    We do not want to change those criteria.  Another concern was
C>>    that this might generate a conflict of interest as well.  So this
C>>    recommendation has made the IAB and IETF chairs liaisons to the
C>>    BoT.
C>>    Instead of making IAB and IESG chairs voting Trustees, this
C>>    recommendation specifies that IAB and IESG can each select an
C>>    outside (i.e.  not a member of IAB or IESG) person as a voting
C>>    Trustee.
C>>    The selection of three (3) IETF selected Trustees has not changed
C>>    in this recommendation.  However, there is a concern that the
C>>    current composition of the Nomcom is not tailored to selecting
C>>    people for this position.  So over time a different process may
C>>    need to be defined for selecting those Trustees.

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C>>    In order to balance the ISOC and IETF people present at the BoT
C>>    meetings, this recommendation also specifies that the chair and
C>>    president of ISOC also function as liaisons to the BoT of the
C>>    IETF Administrative Support Foundation.
C>> Appendix B.  Domicile of the IETF Administrative Support Foundation
C>>    A U.S.  non-profit, non-member corporation is being recommended.
C>>    This recommendation is based on simple considerations of
C>>    expediency and pragmatism: a transition will be simplest and
C>>    least risky (in the short term).  The reasoning is as follows:
C>>    o  Administrative support for the IETF is currently enmeshed in a
C>>       series of relationships with other institutions, most of which
C>>       are also U.S.-chartered non-profit organizations.  Any change
C>>       in the institutional status of administrative support
C>>       functions will require familiarity with U.S.  nonprofit law.
C>>       Incorporation in another country would require familiarity
C>>       with those laws as well. Thus, the incorporation expenses
C>>       would be higher and the process would take longer.
C>>    o  U.S.  law has a strong concept of "nexus," which is a
C>>       determination of when a foreign organization has enough
C>>       relationship to U.S.  law to fall under the jurisdiction of a
C>>       U.S. court.  Because of a long history of operating in the
C>>       U.S., numerous meetings in the U.S., and the large number of
C>>       U.S. residents who are participants and leaders, we feel it is
C>>       likely that U.S.  courts would find nexus in relation to our
C>>       US-based activities, even if the IETF administrative support
C>>       organization was incorporated in another country.  In other
C>>       words, incorporating in a country besides the U.S.  does not
C>>       necessarily free the support organization from any perceived
C>>       vagaries of U.S. law.
C>>    o  Incorporating in a country other than the US may have tax
C>>       implications if the Internet Society is providing funding
C>>       support.
C>>    o  It is very likely that the IETF Administrative Support
C>>       Foundation would be deemed to clearly fall under the
C>>       "scientific" and "educational" grounds for classification as a
C>>       tax-exempt charity under section 501(c)(3) of the IRS code, so
C>>       a tax-exempt application should be quite straight-forward.
C>>    o  The incorporation laws of the U.S.  states being considered do
C>>       not require that any members of the Board of Trustees be of a

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C>>       certain nationality or state residency (e.g., there are no
C>>       "local director" requirements).  The U.S.  Dept.  of Commerce
C>>       foreign-controlled organization reporting requirements apply
C>>       only to "business enterprises", and do not apply to non-profit
C>>       entities such as an IETF administrative support organization.
C>>    Since this document recommends incorporating in the U.S.,
C>>    Virginia is the logical pick as the state of domicile to allow
C>>    the IETF administrative support organization to make use of ISOC
C>>    headquarters to house its single employee (though the employee
C>>    might be able to be housed at the Internet Society even if the
C>>    incorporation were elsewhere, for example the ISOC Geneva
C>>    office).
C>> Appendix C.  Risk Analysis
C>>    This scenario (as do all scenarios) has some risks.  This section
C>>    tries to enumerate the sort of risks that we recognize and
C>>    summarizes why we think we can accept the risk or what kind of
C>>    action we think we can take if the risk indeed materializes into
C>>    a problem.
C>> C.1  US Domicile risks
C>>    As explained in [I-D.malamud-consultant-report], incorporating in
C>>    the US carries two specific risks: the perception of the IETF
C>>    being a US-based organization and the potential for (or
C>>    perception of) governmental interference.
C>>    The IETF is an international organization.  However, even now,
C>>    the fact that the IETF standards processes are run in English and
C>>    that many of its current support organizations are US-based
C>>    leaves an impression that the IETF is too US-centric.
C>>    Incorporating the new administrative entity in the US may add to
C>>    that perception.
C>>    Also, the IETF history is based in US federal government research
C>>    and funding.  Though IETF is long separated from those
C>>    beginnings, even in the past few years there have been
C>>    interactions between the US government and the IETF that have
C>>    concerned people.  Incorporating the administrative entity in the
C>>    US may invite more US governmental interference in the standards
C>>    activity of the IETF, or at the very least may leave the
C>>    perception that the US government might get involved.
C>>    Both of these are serious problems, but we think there is
C>>    justification for and at least one mitigation to these risks.  Of

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C>>    course, the primary reason to consider US incorporation is
C>>    expedience (See section of [I-D.malamud-consultant-
C>>    report]).  We agree that the expedience makes US incorporation
C>>    worth the risk.  But incorporating in multiple domiciles would
C>>    significantly mitigate the risk.  Assuming we go down the path of
C>>    US incorporation, we would like legal counsel to advise on the
C>>    possibility of incorporating in other domiciles (specifically
C>>    Switzerland and The Netherlands) at a later date after US
C>>    incorporation has been completed.  If this is (as we suspect)
C>>    indeed possible, we think this would be the best way to go
C>>    forward.
C>> C.2  Non-profit status risk
C>>    One of the risks pointed out to incorporation was the potential
C>>    that we would not get non-profit status, and that we must
C>>    therefore preserve some money in escrow for tax liability
C>>    purposes.  Estimates for the time it will take to get such status
C>>    can be several months or even longer in some cases.
C>>    It is important to point out that the tax liability is based on
C>>    profits, not on gross revenues.  If the IASF is only taking in
C>>    enough money to cover expenses, there would be very little tax
C>>    liability. However, if more revenue is brought in than is spent,
C>>    for example to build up an endowment or operating reserve, that
C>>    "profit" is potentially taxable if non-profit status is not
C>>    granted.
C>>    To mitigate this risk, the corporation could be created and non-
C>>    profit status applied for first, and operation of the corporation
C>>    would only begin after non-profit status was obtained.  The IETF
C>>    would use an interim plan for continued operations until that
C>>    time. This way, no money would need to be in escrow during the
C>>    process of applying for non-profit status.  However, that seems
C>>    an excessively cautious path to take given what appears to be the
C>>    fairly clear non-profit nature of the IETF.
C>>    Commencing operations while the non-profit application is being
C>>    considered, but being careful about balancing revenue with
C>>    expenses and keeping an appropriate escrow account seems like a
C>>    prudent task. Further, any fund raising campaigns that result in
C>>    shifts to the balance sheet of the IASF should be conducted
C>>    cautiously until non-profit status is granted.

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C>> C.3  Execution risks
C>>    It is important that the execution goes well.  Risks that we are
C>>    aware of include:
C>>    o  we can't hire a good IAD
C>>    o  we fail to project cash flow properly and go insolvent
C>>    o  we can't cut a deal with Foretec and have no 2005 meetings
C>>    o  we get bad lawyers and they take too long and charge too much
C>>    o  isoc runs out of money and doesn't tell us early enough
C>>    In order to mitigate these problems we have a proposed work plan
C>>    included in this document.  It is important that we get review of
C>>    this work plan by as many eyes as we can get, to make sure we
C>>    have considered all the possible steps that need to be taken.
C>> C.4  Insolvency risk
C>>    Improper management controls and procedures or other imprudent
C>>    fiscal or administrative practices could expose the IETF to a
C>>    risk of insolvency.  Careful selection of trustees, a process of
C>>    budget approval, and a methodical system of fiscal controls are
C>>    necessary to minimize this risk.
C>> C.5  Legal risks
C>>    Improper formulation of the legal framework underlying the IETF
C>>    may expose the institution and individuals in leadership
C>>    positions to potential legal risks.  Any such risk under this
C>>    plan appears to be equivalent to the risk faced by the community
C>>    under the current legal framework.  This risk is further
C>>    mitigated by a thorough review by legal counsel, and by use of
C>>    insurance coverage.
C>>    The legal exposure is best minimized by a careful adherence to
C>>    our procedures and processes, as defined by the Best Current
C>>    Practice Series.  A carefully stated process, such as the BCP
C>>    documents that govern the selection of leadership positions and
C>>    define the standards process are the best insurance against legal
C>>    exposure, provided care is taken to stick to the process
C>>    standards that have been set. Adherence to a public rule book and
C>>    a fully open process are the most effective mechanisms the IETF
C>>    community can use.

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