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
Task Force (IETF). Note that other groups may also distribute
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Internet-Drafts are draft documents valid for a maximum of six months
and may be updated, replaced, or obsoleted by other documents at any
time. It is inappropriate to use Internet-Drafts as reference
material or to cite them other than as "work in progress."
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
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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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