Amended and adopted May 26, 2020
Terms and abbreviations are used as defined in the Trust Agreement.
- The Trustees shall hold at least one meeting each calendar year to administer the Trust and its assets, as face to face meetings, as teleconferences at which all participants can speak to and hear each other, or as a combination.
- The Trustees shall select by majority vote one Trustee to serve as the Chair of the Trust.
a. The term of the Trust Chair shall be one year from the time of selection or the remaining time of his or her tenure as a Trustee, whichever is less. An individual may serve any number of terms as Chair.
b. The Chair serves at the pleasure of the Trustees and may be replaced at any time by the Trustees.
c. The Chair shall convene and preside over meetings of the Trustees but shall have no other powers or authority beyond his or her powers as a Trustee with regard to the Trust making decisions on IP matters. If the Trust Chair is not available, then any other Trustee may convene or preside over meetings of the Trustees in the absence of the Trust Chair.
d. The Chair shall serve as authorized legal signer for the Trust, as co-signer to the Trust’s financial accounts, and as primary (if no Treasurer has been appointed) and secondary (if a Treasurer has been appointed) approver of Trust expenses.
- The trustees shall determine the rules for the conduct of meetings.
- The Trust Agreement defines the quorum rules for a meeting, and the number of votes required to pass resolutions. Votes may be taken at meetings, or by electronic means between meetings. The results of an electronic vote shall be included in the minutes of the next meeting.
- The Trustees shall from time to time appoint a Secretary, who shall record and publish minutes of the meetings.
- The Trustees shall from time to time appoint a Legal Counsel to the Trust.
- The Trustees may from time to time appoint a Treasurer, who supervises the financial records of the Trust. The Trustees shall arrange for reviews of the financial statements and all necessary tax filings.
- The Trustees shall not receive any compensation (apart from reimbursement of expenses) for their services as Trustees.
- The Trust shall be guided by IETF process documents, decisions of the IETF leadership, IETF consensus, and any legally binding agreements when licensing use of its intellectual property in accordance with the Trust Agreement. The Trust shall not normally charge royalties for such use. The Trustees may decide to institute royalties if some specific commercial usage of IETF IPR is requested that does not match IETF expectations of fair use. The Trustees shall follow the IETF’s wishes in this area.
- The Trustees shall promptly disclose any material conflict of interest to the other trustees and recuse themselves from related decisions.
- Any member of the IETF community may appeal a decision of the trust by transmitting the appeal, including the decision being appealed and the reasons for the appeal to the Chair. The Chair shall present the appeal to the trustees for consideration and possible action. The Chair shall inform the appellant of the action, if any, taken in response to the appeal.
- These procedures may be amended by a motion passed by a meeting of the Trustees, as long as they remain consistent with the terms of the Trust Agreement. Substantive amendments will be posted in advance for comment from the IETF community.