Proposed Structure of the IETF Administrative Support Activity (IASA), Version 2.0 (for Discussion)
draft-hall-iasa2-struct-02

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Network Working Group                                        B. Haberman
Internet-Draft                                  Johns Hopkins University
Intended status: Informational                                   J. Hall
Expires: November 15, 2018                                           CDT
                                                            J. Livingood
                                                                 Comcast
                                                            May 14, 2018

 Proposed Structure of the IETF Administrative Support Activity (IASA),
                      Version 2.0 (for Discussion)
                       draft-hall-iasa2-struct-02

Abstract

   The IETF Administrative Support Activity (IASA) was originally
   established in 2005.  In the 13 years from 2005 to 2018, the needs of
   the IETF have evolved in ways that require changes to its
   administrative structure.  The purpose of this document is to outline
   a proposed new "IASA 2.0" structure.  The proposal is for the work of
   the IETF's administrative and fundraising tasks to be conducted by a
   new administrative organization, the IETF Administration Limited
   Liability Corporation ("LLC").  Under the proposal, the Internet
   Administrative Oversight Committee (IAOC) will be eliminated, and its
   oversight and advising functions transferred to the new LLC Board.

Status of This Memo

   This Internet-Draft is submitted in full conformance with the
   provisions of BCP 78 and BCP 79.

   Internet-Drafts are working documents of the Internet Engineering
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   This Internet-Draft will expire on November 15, 2018.

Copyright Notice

   Copyright (c) 2018 IETF Trust and the persons identified as the
   document authors.  All rights reserved.

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   This document is subject to BCP 78 and the IETF Trust's Legal
   Provisions Relating to IETF Documents
   (https://trustee.ietf.org/license-info) in effect on the date of
   publication of this document.  Please review these documents
   carefully, as they describe your rights and restrictions with respect
   to this document.  Code Components extracted from this document must
   include Simplified BSD License text as described in Section 4.e of
   the Trust Legal Provisions and are provided without warranty as
   described in the Simplified BSD License.

Table of Contents

   1.  Introduction  . . . . . . . . . . . . . . . . . . . . . . . .   2
   2.  Scope Limitation  . . . . . . . . . . . . . . . . . . . . . .   3
     2.1.  Operating Agreement with the Internet Society . . . . . .   4
   3.  Key Differences from the IASA 1.0 Structure . . . . . . . . .   4
   4.  IETF Administration LLC . . . . . . . . . . . . . . . . . . .   4
     4.1.  General LLC Responsibilities  . . . . . . . . . . . . . .   4
     4.2.  LLC Working Principles  . . . . . . . . . . . . . . . . .   5
     4.3.  LLC Board Responsibilities  . . . . . . . . . . . . . . .   6
     4.4.  Executive Director and Staff Responsibilities . . . . . .   7
     4.5.  Board Design Goals  . . . . . . . . . . . . . . . . . . .   8
     4.6.  Board Composition . . . . . . . . . . . . . . . . . . . .   9
     4.7.  LLC Board Director Term Length  . . . . . . . . . . . . .   9
     4.8.  LLC Board Director Limit  . . . . . . . . . . . . . . . .   9
     4.9.  LLC Board Director Removal  . . . . . . . . . . . . . . .   9
     4.10. Filling a LLC Board Director Vacancy  . . . . . . . . . .  10
     4.11. Initial Interim Board . . . . . . . . . . . . . . . . . .  10
     4.12. First Full Board  . . . . . . . . . . . . . . . . . . . .  10
     4.13. Board Positions . . . . . . . . . . . . . . . . . . . . .  10
   5.  Transition Considerations . . . . . . . . . . . . . . . . . .  10
   6.  Initial Tasks of the Board  . . . . . . . . . . . . . . . . .  11
   7.  Acknowledgments . . . . . . . . . . . . . . . . . . . . . . .  12
   8.  Informative References  . . . . . . . . . . . . . . . . . . .  12
   Authors' Addresses  . . . . . . . . . . . . . . . . . . . . . . .  12

1.  Introduction

   The IETF Administrative Support Activity (IASA) was originally
   established in 2005.  In the 13 years from 2005 to 2018, the needs of
   the IETF have evolved in ways that require changes to its
   administrative structure.  The purpose of this document is to outline
   a proposed new "IASA 2.0" structure.  The proposal is for the work of
   the IETF's administrative and fundraising tasks to be conducted by a
   new administrative organization, the IETF Administration Limited
   Liability Corporation ("LLC").  Under the proposal, the Internet
   Administrative Oversight Committee (IAOC) will be eliminated, and its

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   oversight and advising functions transferred to the new LLC Board.
   This document explores all of the details involved in the proposal.

   [I-D.haberman-iasa20dt-recs] discusses the challenges facing the
   current structure as well as several options for reorganizing the
   IETF's administration under different legal structures.  This
   document outlines how such an organization will be structured and
   describes how the organization will fit together with existing and
   new IETF community structures.

   This document outlines some details of a potential "IASA 2.0"
   arrangement.  Some of the details of the organizational structure are
   dependent on the choice of legal structure, but others are not.  The
   point of this document is to solicit community input about how to
   address the challenges identified in [I-D.haberman-iasa20dt-recs].
   Ultimately, if the IETF community decides to make changes to IASA,
   those changes will subsequently be documented in a replacement of RFC
   4071 (BCP 101) and RFC 4371.

   The proposal in this document is to transfer most of the
   responsibilities that RFC 4071 currently assigns to the Internet
   Administrative Director (IAD) and Internet Society (ISOC) to the
   newly created LLC.  The IAOC would be eliminated, and its oversight
   and advising functions transferred to the LLC Board.  It would be the
   job of LLC to meet the administrative needs of the IETF and ensure
   that LLC and IASA 2.0 is meeting the needs of the IETF community.

   Eliminating the IAOC means that there will need to be another way for
   trustees to be appointed for the IETF Trust.  The details of how this
   is done are outlined in (PLACEHOLDER: FILL IN WITH I-D NAME IN FUTURE
   UPDATE).

   The proposal in this document is depicted visually in [Diagrams]
   showing the IETF Trust and [Diagrams-no-trust] not showing the IETF
   Trust.  (NOTE: DIAGRAMS WILL BE UPDATED AS CONSENSUS FURTHER
   DEVELOPS, IN A FUTURE UPDATE)

2.  Scope Limitation

   The document does not propose any changes to anything related to the
   oversight or steering of the standards process as currently conducted
   by the Internet Engineering Steering Group (IESG) and Internet
   Architecture Board (IAB), the appeals chain, the process for making
   and organizations involved in confirming IETF and IAB appointments,
   the IETF Nominations Committee (NomCom), the Internet Research Task
   Force (IRTF), or ISOC's memberships in or support of other
   organizations.

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   If the community decides to make changes to IASA along the lines
   sketched out in this document, normative changes to IETF processes
   will need to be documented in an RFC.  Additional legal documents
   (e.g., certificate of formation, operating agreement, transition and
   shared services agreement) relating to the legal entity would provide
   the official, legal definitions of processes, roles, etc.  Section 5
   sketches some initial thoughts about transition; publishing a
   detailed transition plan would likely also be useful.

2.1.  Operating Agreement with the Internet Society

   The Operating Agreement (OA) is also out of scope for this document.
   The OA will be developed between the IETF and ISOC and is expected to
   include all critical terms, while still enabling maximum unilateral
   flexibility for the LLC Board.  Thus, it is anticipated that the OA
   will include only basic details about how the Board manages itself or
   manages LLC staff, so that the LLC Board has flexibility to make
   changes without amending the OA.  The LLC Board can independently
   develop policy or procedures documents that fill gaps.

3.  Key Differences from the IASA 1.0 Structure

   o  The IAOC and IAD roles defined in RFC 4071 are eliminated.  (NOTE:
      ONE WG TASK IS TO REPLACE RFC 4071)

   o  The ISOC and IAD responsibilities described in RFC 4071 are
      assigned to a new organization, IETF Administration LLC.

   o  The Board of Directors of the LLC - formerly a multi-member
      "manager" of the LLC on behalf of ISOC - will assume the oversight
      responsibilities of the IAOC.

   o  The Board of the LLC shall be more focused on strategy and
      oversight, with the Executive Director and their team in charge of
      day-to-day operations.

4.  IETF Administration LLC

4.1.  General LLC Responsibilities

   The LLC will be established to provide administrative support to the
   IETF.  It will have no authority over the standards development
   activities of the IETF.

   The proposed responsibilities of the LLC are:

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   o  Operations.  The LLC is responsible for supporting the ongoing
      operations of the IETF, including meetings and non-meeting
      activities.

   o  Finances.  The LLC is responsible for managing the IETF's finances
      and budget.

   o  Fundraising.  The LLC is responsible for raising money on behalf
      of the IETF.

   The manner by which these responsibilities under the LLC are
   organized is intended to address the problems described in Sections
   3.1.1., 3.1.2, and 3.1.3 of [I-D.haberman-iasa20dt-recs].
   Specifically, this is intended to bring greater clarity around roles,
   responsibilities, representation, decision-making, and authority.

   In addirion, by having the LLC manage the IETF's finances and conduct
   the IETF's fundraising, confusion about who is responsible for
   representing the IETF to sponsors and who directs the uses of
   sponsorship funds will be eliminated.  Finally, having the LLC reside
   in a defined, distinct legal entity, and taking responsibility for
   operations, will enable the organization to execute its own contracts
   without the need for review and approval by ISOC.

4.2.  LLC Working Principles

   The LLC will be expected to conduct its work according to the
   following proposed principles:

   o  Transparency.  The LLC will keep the IETF community reasonably
      informed about its work and will engage with the community to
      obtain consensus-based community input on key issues and otherwise
      as needed.  As discusses in [ietf101-slides], whatever doesn't
      have a specific justification for being kept confidential, should
      be made public.  There must exist a public list of confidential
      items, describing the nature of the information and the reason for
      confidentiality.

   o  Responsiveness to the community.  The LLC will act consistently
      with the documented consensus of the IETF community, to be
      responsive to the community's needs, and adapt its decisions in
      response to consensus-based community feedback.

   o  Diligence.  The LLC will act responsibly so as to minimize risks
      to IETF participants and to the future of the IETF as a whole,
      such as financial risks.

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   The transparency and responsiveness principles are designed to
   address the concern outlined in Section 3.3 of
   [I-D.haberman-iasa20dt-recs] about the need for improved timeliness
   of sharing of information and decisions and seeking community
   comments.  The issue of increased transparency was important
   throughout the IASA 2.0 process, with little to no dissent.  It was
   recognized that there will naturally be a confidentiality requirement
   about some aspects of hotel contracting, personnel matters, and other
   narrow areas.

4.3.  LLC Board Responsibilities

   The LLC Board will be responsible for conducting oversight of LLC's
   execution of its responsibilities, as described in Section 4.1.  This
   includes the responsibility to:

   o  provide strategic direction for the LLC and to the Executive
      Director;

   o  hire, supervise, and manage the employment of the role of the
      Executive Director of LLC, including tasks such as hiring,
      termination, performance review, amendment of employment terms,
      the award of compensation and other requisite employment benefits
      or decisions;

   o  adopting any employee benefit plans;

   o  approving any changes to the LLC governance structure;

   o  exercising a fiduciary duty to ensure that LLC has the financial
      and business stability that it needs to be able to meet the needs
      of the IETF, including adopting an annual budget, and as necessary
      incurring any debt or making other financial arrangements;

   o  approving or entering into agreements that that meet a significant
      materiality threshold (NOTE: TBD later by the LLC Board);

   o  exercising a legal duty to ensure that the LLC complies with any
      applicable tax and other laws;

   o  ensuring that LLC is run in a manner that is transparent and
      accountable to the IETF community.

   The board will be an oversight body, with responsibilities limited to
   those listed above.  It will not directly conduct any of the IETF's
   administrative work, which is the day-to-day job of the Executive
   Director at their team.

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   The role of the LLC Board will be to ensure that the strategy and
   conduct of LLC is consistent with the IETF's needs - both its
   concrete needs and its needs for transparency and accountability.
   The board is not intended to directly define the IETF's needs; to the
   extent that is required, the IETF community should document its needs
   in consensus-based RFCs (e.g., as the community is aiming to do in
   [I-D.ietf-mtgvenue-iaoc-venue-selection-process]) and provide more
   detailed input via consultations with the LLC Board (such as takes
   place on email discussion lists or at IETF meetings).

   The description below outlines the composition of the LLC Board,
   selection of LLC Board members, and related details.

4.4.  Executive Director and Staff Responsibilities

   The LLC shall be led by an Executive Director chosen by the board.
   The Executive Director will determine what other staff and
   contractors are required by the LLC.  Allowing for the division of
   responsibilities among multiple staff members and contractors should
   hopefully address some of the concerns raised in Section 3.2 (Lack of
   Resources) and Section 3.4 (Funding/Operating Model Mismatch and
   Rising Costs) of [I-D.haberman-iasa20dt-recs].

   Based on the amount of work currently undertaken by the IAD and
   others involved in the IETF administration who are not currently in
   contracted roles, it is anticipated that the Executive Director may
   need to hire multiple additional staff members.  For example, there
   will likely be a need for resources to manage fundraising, to manage
   the various contractors that are engaged to fulfill the IETF's
   administrative needs, and to support outreach and communications.

   The IETF currently benefits from the use of contractors for
   accounting, finance, meeting planning, administrative assistance,
   legal counsel, tools, and web site support, as well as other services
   related to the standards process (RFC Editor and IANA).  The IETF
   budget currently reflects specific support from ISOC for
   communications and fundraising as well as some general support for
   accounting, finance, legal, and other services.  The division of
   responsibilities between staff and contractors will be at the
   discretion of the Executive Director and his or her staff.

   The IETF has a long history of community involvement in the execution
   of certain administrative functions, in particular development of
   IETF tools, the NOC's operation of the meeting network, and some
   outreach and communications activities conducted by the EDU and
   Mentoring Directorate.  The LLC staff would be expected to respect
   the IETF community's wishes about community involvement in these and
   other functions going forward as long as the staff feels that they

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   can meet the otherwise-stated needs of the community.  Establishing
   the framework to allow the LLC to staff each administrative function
   as appropriate may require the IETF community to document its
   consensus expectations in areas where no documentation currently
   exists (see Section 5).

   In summary, the LLC Executive Director, with support from the team
   that they alone direct and lead, will be responsible for: *
   Developing and refining an annual budget and other strategic
   financial planning documents at the direction of the LLC Board.  *
   Executing on the annual budget, including reporting to the LLC Board
   regularly with forecasts and actual performance to budget.  * Hiring
   and/or contracting the necessary resources to meet their goals,
   within the defined limits of their authority and within the approved
   budget.  This includes managing and leading any such resources,
   including performing regular performance reviews.  * Following the
   pre-approval guidelines set forth by the LLC Board for contracts or
   other decisions that have financial costs that exceed a certain
   threshold of significance.  Such threshold will be set reasonably
   high so that the need for such approvals is infrequent and only
   occurs when something is truly significant or otherwise exceptional.
   It is important to ensure that the Executive Director is sufficiently
   empowered to perform their job on a day to day basis, being held
   accountable for meeting high level goals rather than micromanaged.  *
   Regularly updating the LLC board on operations and other notable
   issues as reasonable and appropriate.  * Ensuring that all staff and/
   or other resources comply with any applicable policies established or
   approved by the LLC Board, such as ethics guidelines and/or a code of
   conduct.

4.5.  Board Design Goals

   A goal of this proposed board composition is to balance the need for
   the LLC to be accountable to the IETF community with the need for
   this board to have the expertise necessary to oversee a small non-
   profit corporation.  The Board is smaller than the current IAOC and
   the other leadership bodies of the IETF, in part to keep the board
   focused on its rather limited set of strategic responsibilities as
   noted in Section 4.3.

   This board structure, with limited strategic responsiblilities noted
   in Section 4.3 and limited size, together with the staff
   responsibilities noted in Section 4.4, is designed to overcome the
   challenges described in Section 3.1.4 of [I-D.haberman-iasa20dt-recs]
   concerning oversight.  This establishes a clear line of oversight
   over staff performance: the Board oversees the Executive Director's
   performance and has actual legal authority to remove a non-performing

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   Executive Director.  The Executive Director is responsible for the
   day-to-day operation of the LLC.

   Finally, the board would be expected to operate transparently, to
   further address the concern raised in Section 3.3 of
   [I-D.haberman-iasa20dt-recs].  The default transparency rule arrived
   at during the IASA 2.0 design process is detailed above in in
   Section 4.2.  The Board will need to establish how it will meet that
   commitment.

4.6.  Board Composition

   (-02 Draft Note: Consider this a placeholder until such time as WG
   consensus is more apparent)

   The structure of the Board of Directors of the LLC shall be composed
   of up to seven people as follows: * 1 IETF Chair or delegate selected
   by the IESG * 1 Appointed by the ISOC Board of Trustees * 3 Appointed
   by the IETF NomCom, confirmed by the IESG * 2 Appointed by the LLC
   board itself, confirmed by IAB

4.7.  LLC Board Director Term Length

   (-02 Draft Note: Consider this a placeholder until such time as WG
   consensus is more apparent)

   The term length for a Director shall be three years in length, with
   possible exceptions for the terms for the first full formation of the
   LLC Board in order to establish staggered terms, and for any
   appointments to fill a vacancy.

4.8.  LLC Board Director Limit

   (-02 Draft Note: Consider this a placeholder until such time as WG
   consensus is more apparent)

   A director may serve no more than 6 consecutive years on the Board.
   This is to ensure a healthy regular introduction of new ideas and
   energy onto the Board, and to mitigate any potential long-term risk
   of ossification or conflict.

4.9.  LLC Board Director Removal

   (-02 Draft Note: No content as of yet)

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4.10.  Filling a LLC Board Director Vacancy

   (-02 Draft Note: Consider this a placeholder until such time as WG
   consensus is more apparent)

   It shall be the responsibility of each respective body that appointed
   a Director that vacates the Board to appoint a new Director to fill
   tht vacancy.  For example, if a Director appointed by the NomCom
   departs the Board prior to the end of their term for whatever reason,
   then it is the responsibility of the NomCom as the original
   appointing body to designate a replacement that will serve out the
   remainder of the term of the departed Director/.

4.11.  Initial Interim Board

   (-02 Draft Note: Consider this a placeholder until such time as WG
   consensus is more apparent)

   It is possible that an initial interim Board may be necessary in
   order to legally form and bootstrap the LLC.  Should this be the
   case, then there will be a time and scope limitation for this initial
   interim Board after which the First Full Board will be in place.

4.12.  First Full Board

   (-02 Draft Note: Consider this a placeholder until such time as WG
   consensus is more apparent)

4.13.  Board Positions

   (-02 Draft Note: Consider this a placeholder until such time as WG
   consensus is more apparent)

   Following the formation of the first full LLC Board, and at each
   subsequent annual meeting of the LLC Board, the Directors shall elect
   by a majority vote of the LLC Board a Director to serve as Board
   Chair.  The Board may also form committees of the Board and/or define
   other roles for LLC Board members as necessary.

5.  Transition Considerations

   Conducting a transition as envisioned in this document would
   encompass many different aspects and would require action from the
   IETF community, the IAOC, the IAD, ISOC, a newly hired LLC Executive
   Director and staff, and newly appointed LLC Board members.  This
   document sketches some thoughts on the subset of tasks that would
   entail some IETF community involvement or review (as opposed to, say,
   the transfer of administrative assets).

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   There are a number of tasks under this proposal that would require an
   initial bootstrap:

   o  Defining the bylaws of the LLC, including provisions about how
      that document may be amended in the future.

   o  Populating the LLC Board.  The initial board for an organization
      is usually specified in its founding documents (e.g., operating
      agreement in the case of an LLC), along with a mechanism for
      replacing the initial board.  The current IETF Chair can be
      included in this initial set, and the other members can be seated
      as the appointing bodies are able.  It remains to determine how to
      select the initial board-selected members.

   o  Hiring the Executive Director.  This would presumably be
      undertaken by the LLC Board once its membership is sufficiently
      well established.

   o  Defining the operating procedures and administrative support for
      the board.  The board will need to have processes defined for
      selecting a chair and conducting its work.  The board will also
      need to define how it would fulfill its transparency obligations
      to the community.

   Once the Executive Director and any additional staff are hired, it
   would be expected for LLC to:

   o  Document how it will fulfill its commitment to transparency and
      how it will engage with the IETF community.

   o  Do a thorough review of existing contracts, community volunteer
      arrangements, and administrative assets to determine the need for
      initial changes.

   At the same time, there may be areas where the IETF community needs
   to document its consensus, e.g., expectations about community
   involvement in NOC or tools efforts.

6.  Initial Tasks of the Board

   The first regular board of the LLC, which may come after a potential
   interim board to bootstrap the formation of the LLC, shall focus on
   tasks including: * Determine how the LLC will engage with the
   community, share information, ensure openness to feedback, and to vet
   this proposal with the community.

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7.  Acknowledgments

   Thanks to Jari Arkko, Richard Barnes, Alissa Cooper, Sean Turner and
   the IASA 2.0 Working Group for discussions of possible structures,
   and to the attorneys of Morgan Lewis and Brad Biddle for legal
   advice.

8.  Informative References

   [Diagrams]
              Barnes, R., "IASA 2.0 Strawman Diagram", n.d.,
              <https://ipv.sx/iasa2.0/IASA-Strawman.pdf>.

   [Diagrams-no-trust]
              Barnes, R., "IASA 2.0 Strawman Diagram, IETF Trust Not
              Shown", n.d.,
              <https://ipv.sx/iasa2.0/IASA-Strawman-NoTrust.pdf>.

   [I-D.haberman-iasa20dt-recs]
              Haberman, B., Arkko, J., Daigle, L., Livingood, J., Hall,
              J., and E. Rescorla, "IASA 2.0 Design Team
              Recommendations", draft-haberman-iasa20dt-recs-02 (work in
              progress), April 2018.

   [I-D.ietf-mtgvenue-iaoc-venue-selection-process]
              Lear, E., "IETF Plenary Meeting Venue Selection Process",
              draft-ietf-mtgvenue-iaoc-venue-selection-process-15 (work
              in progress), May 2018.

   [ietf101-slides]
              Hall, J., "IASA 2.0 IETF-101 Slides", n.d.,
              <https://datatracker.ietf.org/meeting/101/materials/
              slides-101-iasa20-dt-iasa-slides-00>.

   [ML-memo]  Morgan Lewis, "Options for New Organization to Conduct
              IETF Administrative Support Activities", February 2018,
              <https://mailarchive.ietf.org/arch/msg/iasa20/
              XT_3vfd3OWVFCW335mRrvWuusaI/>.

Authors' Addresses

   Brian Haberman
   Johns Hopkins University

   Email: brian@innovationslab.net

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   Joseph Lorenzo Hall
   CDT

   Email: joe@cdt.org

   Jason Livingood
   Comcast

   Email: Jason_Livingood@comcast.com

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