Network Working Group                                            J. Hall
Internet-Draft                                                       CDT
Intended status: Informational                              J. Livingood
Expires: September 6, 2018                                       Comcast
                                                          March 05, 2018

 Proposed Structure of the IETF Administrative Support Activity (IASA),
                      Version 2.0 (for Discussion)


   The IETF Administrative Support Activity (IASA) was originally
   established in 2005.  In the intervening years, the needs of the IETF
   have evolved in ways that require changes to its administrative
   structure.  The purpose of this document is to spur discussion by
   outlining some details of what an "IASA 2.0" arrangement could look
   like.  The proposal is for the execution of the IETF's administrative
   and fundraising tasks to be conducted by a new administrative
   organization ("IETFAdminOrg").  The IAOC would be eliminated, and its
   oversight and advising functions transferred to the IETFAdminOrg
   board and a new IETF Administrative Advisory Council, respectively.

Status of This Memo

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   This Internet-Draft will expire on September 6, 2018.

Copyright Notice

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

   This document is subject to BCP 78 and the IETF Trust's Legal
   Provisions Relating to IETF Documents

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   ( 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.  Differences from IASA 1.0 . . . . . . . . . . . . . . . . . .   3
   3.  IETFAdminOrg  . . . . . . . . . . . . . . . . . . . . . . . .   4
     3.1.  Responsibilities  . . . . . . . . . . . . . . . . . . . .   4
     3.2.  Board Formation and Responsibilities  . . . . . . . . . .   5
     3.3.  Staffing  . . . . . . . . . . . . . . . . . . . . . . . .   7
   4.  IETF Administrative Advisory Council (AC) . . . . . . . . . .   8
   5.  Transition Considerations . . . . . . . . . . . . . . . . . .   9
   6.  Acknowledgments . . . . . . . . . . . . . . . . . . . . . . .  10
   7.  References  . . . . . . . . . . . . . . . . . . . . . . . . .  10
     7.1.  Normative References  . . . . . . . . . . . . . . . . . .  10
     7.2.  Informative References  . . . . . . . . . . . . . . . . .  11
   Authors' Addresses  . . . . . . . . . . . . . . . . . . . . . . .  11

1.  Introduction

   The IETF Administrative Support Activity (IASA) was originally
   established in 2005 [RFC4071].  In the intervening years, the needs
   of the IETF have evolved in ways that require changes to its
   administrative structure.  [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.  [ML-memo] further outlines the legal details of various
   options, including three options - an independent 501(c)(3)
   organization, a 501(c)(3) Type 1 supporting organization of ISOC, and
   an LLC that is a disregarded entity of ISOC - that would entail
   setting up a new organization to house the administration of the
   IETF.  This document outlines one way that such an organization could
   be structured and describes how the organization could fit together
   with existing and new IETF community structures.  In this document
   the new administrative organization is known as IETFAdminOrg.

   The purpose of this document is to spur discussion by outlining some
   details of what an "IASA 2.0" arrangement could look like.  Some of
   the details of the organizational structure are dependent on the
   choice of legal structure, but others are not.  While community
   discussion of the legal structure continues, the point of this
   document is to get community input about organizational approaches to

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   solving some of the challenges identified in
   [I-D.haberman-iasa20dt-recs].  Ultimately, if the IETF community
   decides to make changes to IASA, those changes will need to be
   documented in an update to or replacement of RFC 4071.

   In brief, the proposal in this document is to transfer most of the
   responsibilities that RFC 4071 currently assigns to the IAD and ISOC
   to the newly created IETFAdminOrg.  The IAOC would be eliminated, and
   its oversight and advising functions transferred to the IETFAdminOrg
   board and a new IETF Administrative Advisory Council ("the AC"),
   respectively.  It would be the job of IETFAdminOrg to meet the
   administrative needs of the IETF.  It would be the job of the AC to
   provide any advice that the IETFAdminOrg needs from an IETF community
   perspective.  And it would be the job of the IETFAdminOrg board to
   ensure that IETFAdminOrg 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 for further work.

   The proposal in this document is depicted visually in [Diagrams]
   showing the IETF Trust and [Diagrams-no-trust] not showing the IETF

   The document does not propose any changes to anything related to the
   oversight or steering of the standards process as currently conducted
   by the IESG and IAB, the appeal chain, the confirming bodies for
   existing IETF and IAB appointments, or the IRTF.

   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., articles of incorporation, bylaws, operating agreements)
   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.  Differences from IASA 1.0

   o  The IAOC and IAD roles defined in RFC 4071 would be eliminated.

   o  The ISOC and IAD responsibilities described in RFC 4071 would be
      assigned to a new organization, "IETFAdminOrg."  The legal
      structure of this entity is to be determined.

   o  The corporate board of IETFAdminOrg would assume the oversight
      responsibilities of the IAOC.

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   o  A new IETF Administrative Advisory Council ("the AC") would be
      established, which would assume the advisory responsibilities of
      the IAOC.

3.  IETFAdminOrg

3.1.  Responsibilities

   IETFAdminOrg would be established to provide administrative support
   to the IETF.  It would have no authority over standards development

   The proposed responsibilities of the IETFAdminOrg are listed below.
   Whether these responsibilities would be carried out by staff,
   contractors, community volunteers, or a mix would be at the
   discretion of the Executive Director and his or her staff (see
   Section 3.3).  The responsibilities are:

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

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

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

   Housing these responsibilities at IETFAdminOrg is designed to address
   the problems described in Sections 3.1.1., 3.1.2, and 3.1.3 of
   [I-D.haberman-iasa20dt-recs] concerning lack of clarity around
   responsibility, representation, and authority.  By having
   IETFAdminOrg 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 could
   be reduced or eliminated.  Having IETFAdminOrg reside in a legal
   entity and take responsibility for operations would allow the org to
   execute its own contracts without the need for further approvals from

   The IETFAdminOrg would be expected to conduct its work according to
   the following principles:

   o  Transparency.  The IETFAdminOrg would be expected to keep the IETF
      community informed about its work and to engage the community and/
      or the AC, as appropriate, to obtain community input.

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   o  Responsiveness to the community.  The IETFAdminOrg would be
      expected to act consistently with the documented consensus of the
      IETF community, to be responsive to the community's needs, and to
      adapt its decisions in response to community feedback.

   o  Diligence.  The IETFAdminOrg would be expected to act responsibly
      so as to minimize risks to IETF participants and to the future of
      the IETF as a whole.

   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.  There is a need for agreement between the IETF community
   and the IETFAdminOrg about the where to draw the line between
   community's need for information and the need to keep some business
   and personnel data confidential.  The devil here is in the details
   and it would be expected that one of the first tasks for the
   IETFAdminOrg Executive Director would be to document how IETFAdminOrg
   would engage with the community and to vet that proposal with the

3.2.  Board Formation and Responsibilities

   The IETFAdminOrg board would be responsible for conducting oversight
   of IETFAdminOrg's execution of its responsibilities, as described in
   Section 3.1.  This responsibility entails a number of concrete
   functions analogous to those currently preformed by the IAOC:

   o  To hire, fire, and review the performance of the Executive
      Director of IETFAdminOrg.

   o  To provide high-level direction for the Executive Director's work.

   o  To ensure that IETFAdminOrg has the financial and business
      stability that it needs to be able to meet the needs of the IETF,
      including approving an annual budget proposed by the Executive

   o  To ensure that IETFAdminOrg is run in a manner that is transparent
      and accountable to the IETF community.

   The board would be purely an oversight body.  Its responsibilities
   would be limited to those listed above.  It would not conduct any of
   the IETF's administrative work.

   The role of the IETFAdminOrg board would be to ensure that the
   strategic orientation of IETFAdminOrg is consistent with the IETF's

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   needs - both its concrete needs and its needs for transparency and
   accountability.  The board is not intended to represent the IETF
   community in defining the IETF's needs; to the extent that is
   required, the IETF community should document its needs in consensus
   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 the Advisory Council.

   The description below outlines one way in which the board of
   IETFAdminOrg could be populated.  The specific details are less
   important than the goals motivating this particular formulation,
   discussed below.  Depending on the legal structure of IETFAdminOrg,
   some or all board seats may need to be appointments made formally by
   ISOC [ML-memo], however it may be possible to encourage or require
   ISOC to appoint people on the basis of recommendations from the IETF
   by establishing an operational agreement between IETFAdminOrg and
   ISOC.  Thus the details of any proposed board structure may be
   refined depending on the legal structure that is chosen; the proposal
   below could just as easily be a framework for having the IETF
   recommend board members as it could be for having the IETF actually
   appoint them.

   The proposed structure of the board of IETFAdminOrg consists of five

   o  The IETF Chair

   o  One member selected by the IETF NOMCOM

   o  One member selected by the ISOC board of trustees from among the
      ISOC trustees appointed by the IAB

   o  Two members selected by the board itself

   The goal of this structure is to balance the need for IETFAdminOrg to
   be accountable to the IETF community with the need for this board to
   have the expertise necessary to oversee a small corporation.  The
   first three seats listed above are all selected by the IETF
   community, via NOMCOM and the IAB.  The two board-selected seats are
   there so that the board can bring in members with specific experience
   or skills in non-profit management and finance needed to complement
   the IETF-selected members.

   The board is smaller than the current IAOC and the other leadership
   bodies of the IETF.  Part of the motivation for keeping the board
   small is to keep the board focused on its rather limited set of

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   This board structure, together with the staffing proposal below, is
   designed to overcome the challenges described in Section 3.1.4 of
   [I-D.haberman-iasa20dt-recs] concerning oversight.  It 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 Executive Director.  The Executive
   Director is responsible for the performance of the IETFAdminOrg.

   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].  As with the IETFAdminOrg, the board
   would need to establish up front how it would fulfill this commitment
   and how and when it would inform the IETF community about its
   actions.  These commitments and procedures embodying them could be
   encoded in the board's governing documents (e.g., bylaws).

   Note also that the board formation rules of IETFAdminOrg would be
   defined in its corporate documents, e.g., its articles of
   incorporation and bylaws.

   On a small board, board member term lengths and appointment cycles
   need some careful thought to ensure some continuity on the board and
   to account for external term limits and appointment cycles of the
   IETF Chair and the ISOC trustees.  One way to arrange this would be
   to have the IETF Nomcom-appointed member's term be two years and
   shifted a year from IETF Chair's term.  Setting the term for the ISOC
   trustees-selected member to two years would provide some additional
   continuity.  The two members appointed by the board itself should
   have terms that do not both end at the same time.

3.3.  Staffing

   IETFAdminOrg would be led by an Executive Director chosen by the
   board.  The Executive Director would determine what other staff and
   contractors are required by IETFAdminOrg.  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 would
   hire multiple additional staff members.  For example, there will
   likely be a need for dedicated staff to manage fundraising, to manage
   the various contractors that are engaged to fulfill the IETF's
   administrative needs, and to support outreach and communications.

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   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 would 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 IETFAdminOrg 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 can meet the otherwise-stated needs of the community.
   Establishing the framework to allow the IETFAdminOrg 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).

4.  IETF Administrative Advisory Council (AC)

   The AC is proposed to advise the staff of IETFAdminOrg about how
   their work can best support the IETF.  If the staff and contractors
   find it desirable, the AC may also advise the contractors.

   The AC is conceptualized as a body of IETF community members who can
   serve as a sounding board in situations where the IETFAdminOrg staff
   or contractors need to gauge community opinion or have questions
   about how administrative decisions might be viewed by the IETF
   community.  For major administrative decisions, the IETFAdminOrg
   could be required to consult with the AC to gauge community opinion
   prior to deciding.  Major administrative decisions might include the
   selection of a meeting venue or the award of a contract in excess of
   a certain fraction of the annual IETF budget.

   The AC would not have decisional authority, but the process for the
   IETFAdminOrg to engage the AC would be documented, and the
   IETFAdminOrg would be expected to inform the community about how AC
   input was incorporated into its decision-making.  A requirement to
   provide this kind of information could be included in the
   IETFAdminOrg bylaws.  The oversight responsibilities of the
   IETFAdminOrg board would include ensuring that the IETFAdminOrg was
   complying with documented processes, and generally maintaining an

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   appropriate level of engagement with the AC and the broader

   For other more minor administrative decisions, there would be no
   requirement that the staff consult the AC about any particular
   decision, but there would be the expectation that the staff could
   consult the AC whenever they felt it necessary.

   The virtue of the AC would be that for matters where the staff feels
   confident that they understand the community's desires and direction,
   they could execute their tasks without additional delays or
   approvals.  For matters where they are unsure, they could seek
   opinions from the AC before proceeding.  And for major decisions
   there would be a well-defined process for the IETFAdminOrg to
   understand a community perspective.  The AC could also provide advice
   about situations where bringing a proposal or decision to the full
   IETF community for discussion would be warranted.  It would be the
   staff's responsibility to bring those proposals to the community and
   manage those discussions, however.

   (TODO - How is it formed?  And how to deal with the likely need for
   the AC to review confidential information?)

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, the newly hired IETFAdminOrg
   Executive Director and staff, and newly appointed IETFAdminOrg 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).

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

   o  Defining the articles of incorporation and the bylaws of
      IETFAdminOrg, including provisions about how those documents may
      be amended in the future.

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

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

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

   o  Defining the operating procedures and administrative support for
      the AC.  The AC would need to have processes defined for selecting
      a chair and engaging with the IETFAdminOrg.

   Once the Executive Director and any additional staff are hired, it
   would be expected for IETFAdminOrg 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.

   (TODO: Document how to unwind the existing structures.)

6.  Acknowledgments

   Thanks to Jari Arkko, Richard Barnes, Alissa Cooper, Brian Haberman,
   and Sean Turner for discussions of possible structures, and to the
   attorneys of Morgan Lewis for their advice on possible legal impacts.

7.  References

7.1.  Normative References

   [RFC4071]  Austein, R., Ed. and B. Wijnen, Ed., "Structure of the
              IETF Administrative Support Activity (IASA)", BCP 101,
              RFC 4071, DOI 10.17487/RFC4071, April 2005,

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7.2.  Informative References

              Barnes, R., "IASA 2.0 Strawman Diagram", n.d.,

              Barnes, R., "IASA 2.0 Strawman Diagram, IETF Trust Not
              Shown", n.d.,

              Haberman, B., Arkko, J., Daigle, L., Livingood, J., Hall,
              J., and E. Rescorla, "IASA 2.0 Design Team
              Recommendations", draft-haberman-iasa20dt-recs-01 (work in
              progress), October 2017.

              Lear, E., "IETF Plenary Meeting Venue Selection Process",
              draft-ietf-mtgvenue-iaoc-venue-selection-process-12 (work
              in progress), February 2018.

   [ML-memo]  Morgan Lewis, "Options for New Organization to Conduct
              IETF Administrative Support Activities", February 2018,

Authors' Addresses

   Joseph Lorenzo Hall


   Jason Livingood


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