IASA2 B. Haberman
Internet-Draft Johns Hopkins University
Obsoletes: BCP101, RFC4071, RFC4333, J. Hall
RFC7691 (if approved) CDT
Intended status: Best Current Practice J. Livingood
Expires: June 21, 2019 Comcast
December 18, 2018
Structure of the IETF Administrative Support Activity, Version 2.0
draft-ietf-iasa2-rfc4071bis-03
Abstract
The IETF Administrative Support Activity (IASA) was originally
established in 2005. In the years since then, the needs of the IETF
evolved in ways that required changes to its administrative
structure. The purpose of this document is to document and describe
the IASA 2.0 structure.
Under IASA 2.0, the work of the IETF's administrative and fundraising
tasks is conducted by an administrative organization, the IETF
Administration Limited Liability Company ("IETF LLC"). Under this
structure, the Internet Administrative Oversight Committee (IAOC) was
eliminated, and its oversight and advising functions transferred to
the IETF LLC Board.
This document describes the structure of the IETF Administrative
Support Activity, version 2 (IASA 2.0). It defines the roles and
responsibilities of the IETF LLC Board, the IETF Executive Director,
and ISOC in the fiscal and administrative support of the IETF
standards process. It also defines the membership and selection
rules for the IETF LLC Board.
This document obsoletes [RFC4071] (BCP101), [RFC4333], and [RFC7691].
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
working documents as Internet-Drafts. The list of current Internet-
Drafts is at https://datatracker.ietf.org/drafts/current/.
Internet-Drafts are draft documents valid for a maximum of six months
and may be updated, replaced, or obsoleted by other documents at any
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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 June 21, 2019.
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
(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 . . . . . . . . . . . . . . . . . . . . . . . . 3
2. Scope Limitation . . . . . . . . . . . . . . . . . . . . . . 4
2.1. LLC Agreement with the Internet Society . . . . . . . . . 4
3. Definitions and Principles . . . . . . . . . . . . . . . . . 5
3.1. Terminology . . . . . . . . . . . . . . . . . . . . . . . 5
3.2. Key Differences From the Old IASA Structure to IASA 2.0 . 6
3.3. General IETF LLC Responsibilities . . . . . . . . . . . . 6
3.4. IETF LLC Working Principles . . . . . . . . . . . . . . . 7
3.5. Principles of the IETF and ISOC Relationship . . . . . . 8
3.6. Relationship of the IETF LLC Board to the IETF Leadership 8
3.7. Review of IETF Executive Director and IETF LLC Board
Decisions . . . . . . . . . . . . . . . . . . . . . . . . 9
3.8. Community Consensus and Grant of Authority . . . . . . . 9
3.9. Termination and Change . . . . . . . . . . . . . . . . . 9
4. Structure of the IASA2 . . . . . . . . . . . . . . . . . . . 9
4.1. IETF Executive Director and Staff Responsibilities . . . 10
4.2. IETF LLC Board Responsibilities . . . . . . . . . . . . . 11
4.3. Board Design Goals . . . . . . . . . . . . . . . . . . . 13
5. IETF LLC Board Membership, Selection and Accountability . . . 13
5.1. Board Composition . . . . . . . . . . . . . . . . . . . . 13
5.2. IETF LLC-Appointed Directors . . . . . . . . . . . . . . 14
5.3. Recruiting IETF LLC Board Directors . . . . . . . . . . . 14
5.4. IETF LLC Board Director Term Length . . . . . . . . . . . 14
5.5. IETF LLC Board Director Limit . . . . . . . . . . . . . . 15
5.6. Staggered Terms . . . . . . . . . . . . . . . . . . . . . 15
5.7. IETF LLC Board Director Removal . . . . . . . . . . . . . 15
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5.8. Filling an IETF LLC Board Director Vacancy . . . . . . . 16
5.9. Quorum . . . . . . . . . . . . . . . . . . . . . . . . . 16
5.10. Board Voting . . . . . . . . . . . . . . . . . . . . . . 16
5.11. Interim Board . . . . . . . . . . . . . . . . . . . . . . 16
5.12. Board Positions . . . . . . . . . . . . . . . . . . . . . 17
6. IETF LLC Funding . . . . . . . . . . . . . . . . . . . . . . 17
6.1. Financial Statements . . . . . . . . . . . . . . . . . . 17
6.2. Bank and Investment Accounts . . . . . . . . . . . . . . 18
6.3. Financial Audits . . . . . . . . . . . . . . . . . . . . 18
6.4. ISOC Financial Support . . . . . . . . . . . . . . . . . 18
6.5. IETF Meeting Revenues . . . . . . . . . . . . . . . . . . 18
6.6. Donations to the IETF LLC . . . . . . . . . . . . . . . . 18
6.7. Funding Supports the IETF . . . . . . . . . . . . . . . . 19
6.8. Charitable Fundraising Practices . . . . . . . . . . . . 19
6.9. Operating Reserve . . . . . . . . . . . . . . . . . . . . 19
6.10. Annual Budget Process . . . . . . . . . . . . . . . . . . 20
7. IETF LLC Policies . . . . . . . . . . . . . . . . . . . . . . 20
7.1. Conflict of Interest Policy . . . . . . . . . . . . . . . 20
7.2. Other Policies . . . . . . . . . . . . . . . . . . . . . 21
7.3. Compliance . . . . . . . . . . . . . . . . . . . . . . . 21
8. Three-Year Assessment . . . . . . . . . . . . . . . . . . . . 22
9. Security Considerations . . . . . . . . . . . . . . . . . . . 22
10. IANA Considerations . . . . . . . . . . . . . . . . . . . . . 22
11. Acknowledgments . . . . . . . . . . . . . . . . . . . . . . . 22
12. References . . . . . . . . . . . . . . . . . . . . . . . . . 22
12.1. Normative References . . . . . . . . . . . . . . . . . . 22
12.2. Informative References . . . . . . . . . . . . . . . . . 22
Authors' Addresses . . . . . . . . . . . . . . . . . . . . . . . 25
1. Introduction
The IETF Administrative Support Activity (IASA) was originally
established in 2005. In the years since then, the needs of the IETF
evolved in ways that required changes to its administrative
structure. The purpose of this document is to document and describe
the IASA 2.0 structure.
Under IASA 2.0, the work of the IETF's administrative and fundraising
tasks is conducted by an administrative organization, the IETF
Administration Limited Liability Company ("IETF LLC"). Under this
structure, the Internet Administrative Oversight Committee (IAOC) is
eliminated, and its oversight and advising functions transferred to
the IETF LLC Board.
[I-D.haberman-iasa20dt-recs] discusses the challenges facing the
original IASA structure as well as several options for reorganizing
the IETF's administration under different legal structures. This
document outlines how the chosen option is structured and describes
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how the organization fits together with existing and new IETF
community structures.
The point of the IASA2 WG and process has been to solicit community
input about how to address the challenges identified in
[I-D.haberman-iasa20dt-recs], and included much debate on the IASA2
mailing list and the IASA2 working group meetings at IETF 101
[ietf101-slides] and IETF 102 [ietf102-slides].
Under IASA 2.0, most of the responsibilities that [RFC4071] assigned
to the IETF Administrative Director (IAD) and the Internet Society
(ISOC) were transferred to the IETF LLC and IETF Administration LLC
Executive Director (IETF Executive Director). It is the job of the
IETF LLC to meet the administrative needs of the IETF and to ensure
that the IETF LLC meets the needs of the IETF community.
Eliminating the IAOC meant that changes were required in how trustees
could be appointed to the IETF Trust. The details of how this is
done are outside the scope of this document but are covered in
[I-D.ietf-iasa2-trust-update].
This document obsoletes [RFC4071], which specified the original IASA,
[RFC4333], which specified the selection guidelines and process for
IAOC members and [RFC7691], which specified terms for IAOC members.
2. Scope Limitation
The document does not propose any changes related to the standards
process as currently conducted by the Internet Engineering Steering
Group (IESG) and Internet Architecture Board (IAB). In addition, no
changes are made to the appeals chain, the process for making and
confirming IETF and IAB appointments, the technical work of the
Internet Research Task Force (IRTF), or to ISOC's membership in or
support of other organizations.
2.1. LLC Agreement with the Internet Society
The LLC Agreement between the IETF LLC and ISOC [IETF-LLC-A] is also
out of scope for this document, however this document depends on the
LLC Agreement and will refer to it for certain aspects of the legal
relationship between the IETF LLC and ISOC. The LLC Agreement was
developed between legal representatives of the IETF and ISOC and
includes all critical terms of the relationship, while still enabling
maximum unilateral flexibility for the IETF LLC Board. The LLC
Agreement includes only basic details about how the IETF LLC Board
manages itself or manages IETF LLC staff, so that the IETF LLC Board
has flexibility to make changes without amending the agreement. The
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IETF LLC Board can independently develop policy or procedures
documents that fill gaps.
3. Definitions and Principles
3.1. Terminology
Although most of the terms, abbreviations, and acronyms used in this
document are reasonably well known, first-time readers may find some
terminology confusing. This section therefore attempts to provide a
quick summary.
IAB: Internet Architecture Board (see [RFC2026], [RFC2850]).
IAD: IETF Administrative Director, a role obsoleted by this document
and the ISOC/IETF LLC Agreement ([IETF-LLC-A]) and replaced by the
IETF LLC Executive Director.
IAOC: IETF Administrative Oversight Committee, a committee that
oversaw IETF administrative activity, obsoleted by this document and
replaced by the IETF LLC Board. (The IETF Trust function of the
former IAOC was not included in the new responsibilities of the IETF
LLC Board (See [I-D.ietf-iasa2-trust-update]).)
IASA: The IETF Administrative Support Activity, defined by [RFC4071]
and updated by this document and the ISOC/IETF LLC Agreement
([IETF-LLC-A]).
IASA 2.0: Version 2.0 of the IETF Administrative Support Activity,
defined by this document.
IESG: Internet Engineering Steering Group (see [RFC2026], [RFC3710]).
IETF: Internet Engineering Task Force (see [RFC3233]).
IETF Administration LLC: The legal entity - a disregarded Limited
Liability Company (LLC) of The Internet Society - established to
house IASA2, specified by the ISOC/IETF LLC Agreement ([IETF-LLC-A])
and referred to as "IETF LLC".
IETF LLC Executive Director: the executive director for the IETF
Administration Limited Liability Company, responsible for day-to-day
administrative and operational direction (See Section 4.1). Also
referred to as "IETF Executive Director". (Note that the title of
"IETF Executive Director" in older documents such as [RFC2026] is now
"Managing Director, IETF Secretariat".)
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IETF LLC Board: The Board of Directors of the IETF LLC. (The IETF
LLC Board is formally a multi-member "manager" of the IETF LLC on
behalf of ISOC (See Section 4.2).)
ISOC: Internet Society (see [RFC2031] and [ISOC]).
3.2. Key Differences From the Old IASA Structure to IASA 2.0
o The IAOC and IAD roles defined in RFC 4071 are eliminated.
o The former ISOC and IAD responsibilities are assigned to a new
organization, IETF Administration LLC.
o The Board of Directors of the IETF LLC - formally a multi-member
"manager" of the IETF LLC on behalf of ISOC - assume the oversight
responsibilities of the IAOC.
o The Board of the IETF LLC is more focused on strategy and
oversight than the IAOC was, with the IETF Executive Director and
their team in charge of day-to-day operations.
o The IAD role is replaced with the IETF Executive Director role.
o The role that was previously referred to as "IETF Executive
Director" in older documents such as [RFC2026] is replaced with
"Managing Director, IETF Secretariat".
3.3. General IETF LLC Responsibilities
The IETF LLC is established to provide administrative support to the
IETF. It has no authority over the standards development activities
of the IETF.
The responsibilities of the IETF LLC are:
o Operations. The IETF LLC is responsible for supporting the
ongoing operations of the IETF, including meetings and non-meeting
activities.
o Finances. The IETF LLC is responsible for managing the IETF's
finances and budget.
o Fundraising. The IETF LLC is responsible for raising money on
behalf of the IETF.
o Compliance. The IETF LLC is responsible for establishing and
enforcing policies to ensure compliance with applicable laws,
regulations, and rules.
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The manner by which these responsibilities under the IETF 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 addition, by having the IETF 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 should have been eliminated. Finally, having the
IETF LLC reside in a defined, distinct legal entity, and taking
responsibility for operations, enables the organization to execute
its own contracts without the need for review and approval by ISOC.
3.4. IETF LLC Working Principles
The IETF LLC is expected to conduct its work according to the
following principles, subject to any reasonable confidentiality
obligations:
o Transparency. The IETF LLC is expected to keep the IETF community
informed about its work and to engage with the community to obtain
consensus-based community input on key issues and otherwise as
needed. The IETF community expects complete visibility into the
financial and legal structure of the IETF LLC. This includes
information about the IETF LLC annual budget and associated
regular financial reports, results of financial and any other
independent audits, tax filings, significant contracts or other
significant long-term financial commitments that bind the IETF
LLC. As discussed in [ietf101-slides], whatever doesn't have a
specific justification for being kept confidential is expected to
be made public. The IETF LLC Board is expected to develop and
maintain a public list of confidential items, describing the
nature of the information and the reason for confidentiality. The
IETF LLC Board will also publish its operating procedures.
o Responsiveness to the community. The IETF LLC is 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 consensus-based community feedback.
o Diligence. The IETF LLC is expected to act responsibly so as to
minimize risks to IETF participants and to the future of the IETF
as a whole, such as financial risks.
o Unification: The IETF LLC is responsible for providing unified
legal, financial, and administrative support for operation of the
IETF, IAB, IESG, IRTF, and RFC Editor.
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o Transfer or Dissolution: Consistent with [IETF-LLC-A], the IETF
LLC subsidiary may be transferred from ISOC to another
organization, at the request of either party. Similarly, the IETF
LLC may be dissolved if necessary. Should either event occur, the
IETF community should be closely involved in any decisions and
plans, and any tranfer, transition, or dissolution conducted
carefully and with minimal potential disruption to the IETF.
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.
3.5. Principles of the IETF and ISOC Relationship
ISOC and the IETF have historically been philosophically aligned.
The principles of the relationship between the IETF and ISOC are
outlined in [I-D.ietf-iasa2-rfc2031bis]. ISOC's connection with the
IETF community has always played an important role in its policy
work. ISOC has always been an advocate for multistakeholder
processes, which includes the technical community. Open standards
are an explicit part of one of the focus areas in ISOC's mission:
Advancing the development and application of Internet infrastructure,
technologies, and open standards.
On a practical level, the IETF LLC is a distinct entity (a
disregarded entity) of ISOC. The IETF remains responsible for the
development and quality of the Internet Standards. ISOC aids the
IETF by providing it a legal entity within which the IETF LLC exists,
as well as with financial support. ISOC has no influence whatsoever
on the technical content of Internet Standards.
3.6. Relationship of the IETF LLC Board to the IETF Leadership
The IETF LLC Board is directly accountable to the IETF community for
the performance of the IASA 2.0. However, the nature of the IETF LLC
Board's work involves treating the IESG and IAB as major internal
customers of the administrative support services. The IETF LLC Board
and the IETF Executive Director should not consider their work
successful unless the IESG and IAB are also satisfied with the
administrative support that the IETF is receiving.
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3.7. Review of IETF Executive Director and IETF LLC Board Decisions
The IETF LLC Board is directly accountable to the IETF community for
the performance of the IASA 2.0, including hiring and managing the
IETF Executive Director. In extreme cases of dissatisfaction with
the IETF LLC, the IETF community can utilize the recall process as
noted in Section 5.7.
Anyone in the community of IETF participants may ask the IETF LLC
Board for a formal review of a decision or action by the IETF
Executive Director or IETF LLC Board if they believe this was not
undertaken in accordance with IETF BCPs or IASA 2.0 operational
guidelines.
A formal request for review must be addressed to the IETF LLC Board
chair and must include a description of the decision or action to be
reviewed, an explanation of how, in the requestor's opinion, the
decision or action violates the BCPs or IASA 2.0 operational
guidelines, and a suggestion for how the situation could be
rectified.
The IETF LLC shall respond to such requests within a reasonable
period, typically within 90 days, and shall publicly publish
information about the request and the corresponding response and/or
result.
3.8. Community Consensus and Grant of Authority
The IETF is a consensus-based group, and authority to act on behalf
of the community requires a high degree of consensus and the
continued consent of the community. After a careful process of
deliberation, a broad-based community consensus emerged to house the
administration of the IETF within the IETF LLC as a disregarded
entity of the Internet Society. This document reflects that
consensus.
3.9. Termination and Change
Any major change to the IASA 2.0 arrangements shall require a similar
level of community consensus and deliberation and shall be reflected
by a subsequent Best Current Practice (BCP) document.
4. Structure of the IASA2
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4.1. IETF Executive Director and Staff Responsibilities
The IETF LLC is led by an IETF Executive Director chosen by the
Board. The IETF Executive Director is responsible for managing the
day-to-day operations of the IETF LLC, including hiring staff to
perform various operational functions. The IETF Executive Director
and any staff may be employees or independent contractors.
Allowing for the division of responsibilities among multiple staff
members and contractors is designed to 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 previously undertaken by the IAD and
others involved in the IETF administration, the design of the IETF
LLC anticipated that the IETF Executive Director may need to hire
multiple additional staff members. For example, 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 were envisioned.
The IETF has historically benefitted 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). Prior to
making the transition from IASA to IASA 2.0, the IETF budget
reflected 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 is at the discretion of the IETF Executive
Director and their 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 Education and
Mentoring Directorate. The IETF LLC staff is 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 IETF 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.
In summary, the IETF Executive Director, with support from the team
that they alone direct and lead, is responsible for:
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o Developing and refining an annual budget and other strategic
financial planning documents at the direction of the IETF LLC
Board.
o Executing on the annual budget, including reporting to the IETF
LLC Board regularly with forecasts and actual performance to
budget.
o 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.
o Following the pre-approval guidelines set forth by the IETF LLC
Board for contracts or other decisions that have financial costs
that exceed a certain threshold of significance. Such thresholds
are expected to 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 expected that the
IETF 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.
o Regularly updating the IETF LLC Board on operations and other
notable issues as reasonable and appropriate.
o Ensuring that all staff and/or other resources comply with any
applicable policies established or approved by the IETF LLC Board,
such as ethics guidelines and/or a code of conduct.
4.2. IETF LLC Board Responsibilities
The IETF LLC Board is responsible for conducting oversight of the
IETF LLC's execution of its responsibilities, as described in
Section 3.3. They have duties of loyalty, care, and good faith.
This includes the responsibility to:
o provide strategic direction for the IETF LLC to the IETF Executive
Director;
o hire, supervise, and manage the employment of the role of the IETF
Executive Director of the IETF 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;
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o exercising a fiduciary duty to ensure that IETF 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 meet a significant
materiality threshold;
o exercising a legal duty to ensure that the IETF LLC complies with
any applicable tax and other laws;
o ensuring that IETF LLC is run in a manner that is transparent and
accountable to the IETF community;
o recruiting new Directors, for consideration in all of the various
appointment processes.
The IETF LLC Board is an oversight body, with responsibilities
limited to those listed above. It does not directly conduct any of
the IETF's administrative work, which is the day-to-day job of the
IETF Executive Director and their team. Per Section 5(d) of the LLC
Agreement [IETF-LLC-A], the Board must provide the IETF community
with an opportunity to review and discuss any proposed changes to the
IETF LLC structure prior to their adoption.
The role of the IETF LLC Board is to ensure that the strategy and
conduct of the IETF 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 did in
[I-D.ietf-mtgvenue-iaoc-venue-selection-process]) and provide more
detailed input via consultations with the IETF LLC Board (such as
takes place on email discussion lists or at IETF meetings).
As part of the responsibilities outlined above the Board is expected
to work to ensure that IETF LLC:
o Acts consistently with ISOC's 501(c)(3) status;
o Provides accurate financial statements to ISOC on a timely basis;
o Prepares its financial reports in accordance with generally
accepted accounting principles;
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o Provides assistance to help facilitate ISOC's tax compliance,
including but not limited to assistance related to preparing the
Form 990 and responding to any IRS questions and audits;
o Obtains appropriate insurance, including commercial general
liability insurance with appropriate limits;
o Implements risk management and compliance processes in a manner
consistent with industry norms.
The description below outlines the composition of the IETF LLC Board,
selection of IETF LLC Board Directors, and related details.
4.3. Board Design Goals
A goal of this Board composition is to balance the need for the IETF
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 previous 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 4.2.
This board structure, with limited strategic responsibilities noted
in Section 4.2 and limited size, together with the staff
responsibilities noted in Section 4.1, 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 IETF LLC Board oversees the IETF
Executive Director's performance and has actual legal authority to
remove a non-performing IETF Executive Director. The IETF Executive
Director is responsible for the day-to-day operation of the IETF LLC.
Finally, the IETF LLC 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
Section 3.4. The Board will need to establish how it will meet that
commitment.
5. IETF LLC Board Membership, Selection and Accountability
5.1. Board Composition
There is a minimum of 5 directors, expandable to 6 or 7.
o 1 IETF Chair or delegate selected by the IESG
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o 1 Appointed by the ISOC Board of Trustees
o 3 Selected by the IETF NomCom, confirmed by the IESG
o Up to 2 Appointed by the IETF LLC board itself, on an as-needed
basis, confirmed by the IESG
For the first slot listed above, the presumption is that the IETF
Chair will serve on the board. At the IESG's discretion, another
area director may serve instead, or exceptionally the IESG may run a
selection process to appoint a director. The goal of having this
slot on the board is to maintain coordination and communication
between the board and the IESG.
5.2. IETF LLC-Appointed Directors
As noted above, a maximum of two Directors may be appointed by the
IETF LLC Board. They can obviously choose to appoint none, one, or
two. These appointments need not be on an exceptional basis, but
rather be routine, and may occur at any time of the year since it is
on an as-needed basis.
The appointment of an IETF LLC Board-appointed Director requires a
2/3rd-majority vote of the Directors then in office, and the
appointee shall take office immediately upon appointment. The term
of each appointment is designated by the Board, with the maximum term
being three years, or until their earlier resignation, removal or
death. The Board may decide on a case-by-case basis how long each
term shall be, factoring in the restriction for consecutive terms in
Section 5.4.
5.3. Recruiting IETF LLC Board Directors
The IETF LLC Board itself is expected to take an active role in
recruiting potential new Directors, regardless of the process that
may be used to appoint them. In particular, the NomCom is primarily
focused on considering requirements expressed by the Board and
others, reviewing community feedback on candidates, conducting
candidate interviews, and ultimately appointing Directors. The IETF
LLC Board and others can recruit potential Directors and get them
into the consideration process of the NomCom or other appointing
bodies.
5.4. IETF LLC Board Director Term Length
The term length for a Director is three years. The exceptions to
this guideline are:
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o For the terms for some Directors during the first full formation
of the IETF LLC Board in order to establish staggered terms and
for any appointments to fill a vacancy.
o The Director slot occupied by the IETF Chair ex officio or a
delegate selected by the IESG will serve a two-year term. This
makes the term length for this slot the same as the term lengths
established in [I-D.ietf-iasa2-rfc7437bis], Section 3.4.
5.5. IETF LLC Board Director Limit
A director may serve no more than two consecutive terms, with at
least one full term prior to the start of any additional terms
(meaning a director cannot serve a third term until three years has
passed). An exception is if a Director role is occupied by the IETF
Chair ex officio, since that person's service is governed instead by
the term lengths established in [I-D.ietf-iasa2-rfc7437bis],
Section 3.4.
An exception to the two consecutive term rule is for an IETF LLC-
appointed Director. For such a Director, they may serve only one
term via this appointment method, after which any subsequent terms
would be occur via other appointment or selection processes (such as
via the NomCom process).
Lastly, partial terms of less than three years for the initial
appointments to the first full board, for which some Directors will
have terms of one or two years, do not count against the term limit.
The limit on consecutive terms supports the healthy regular
introduction of new ideas and energy into the Board and mitigates
potential long-term risk of ossification or conflict, without
adversely impacting the potential pool of director candidates over
time.
5.6. Staggered Terms
The Internet Society Board of Trustees, the IESG, the Nominating
Committee, and the Board are expected to coordinate with each other
to ensure that collectively their appointment or selection processes
provide for no more than three Directors' terms concluding in the
same year.
5.7. IETF LLC Board Director Removal
Directors may be removed with or without cause. A vote in favor of
removal must be no fewer than the number of Directors less two. So
for example, if there are seven directors, then five votes are
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required. Directors may also be removed via the IETF recall process
defined in [I-D.ietf-iasa2-rfc7437bis], Section 7.
5.8. Filling an IETF LLC Board Director Vacancy
It shall be the responsibility of each respective body that appointed
or selected a Director that vacates the Board to appoint a new
Director to fill the vacancy. For example, if a Director selected by
the NomCom departs the Board prior to the end of their term for
whatever reason, then it is the responsibility of the NomCom (using
its mid-term rules, as specified in [RFC8318], Section 3.5) as the
original appointing body to designate a replacement that will serve
out the remainder of the term of the departed Director. However,
this obligation will not apply to vacancies in Board-appointed
positions.
5.9. Quorum
At all meetings of the Board, at least 2/3 of the Directors then in
office constitute a quorum for the transaction of business. If a
quorum is not be present at any meeting of the Board, the Directors
present may adjourn the meeting without notice other than
announcement at the meeting, until a quorum is present.
5.10. Board Voting
The Board can hold votes during live meetings of the Board (including
telephonic and video) or via asynchronous written (including
electronic) means. A given vote shall be either conducted entirely
during a live meeting or entirely via asynchronous written means, not
a mix of the two. Decisions on regular IETF LLC matters require a
2/3 majority vote in favor, with the exception of removal of a
Director as specified in Section 5.7. Absentee voting and voting by
proxy are not permitted.
5.11. Interim Board
An initial interim Board was necessary in order to legally form and
bootstrap the IETF LLC. As a result, an Interim Board was formed on
a temporary basis until the first full board was constituted. The
Interim Board was expected to conclude no later than the end of the
104th meeting of the IETF, in March 2019.
The interim Board was comprised of:
o The IETF chair, ex officio
o The IAOC chair, ex officio
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o The IAB chair, ex officio
o One ISOC trustee, selected by the ISOC Board of Trustees
5.12. Board Positions
Following the formation of the first full IETF LLC Board, and at each
subsequent annual meeting of the IETF LLC Board, the Directors are
expected to elect by a majority vote of the IETF LLC Board a Director
to serve as Board Chair. The Board may also form committees of the
Board and/or define other roles for IETF LLC Board Directors as
necessary.
6. IETF LLC Funding
The IETF LLC must function within a budget of costs balanced against
limited revenues. The IETF community expects the IETF LLC to work to
attain that goal, in order to maintain a viable IETF support function
that provides the environment within which the IETF's technical work
can remain vibrant and productive.
The IETF LLC generates income from a few key sources at the time that
this document was written, as enumerated below. Additional sources
of income may be developed in the future, within the general bounds
noted in Section 6.8, and some of these may decline in relevance or
go away. As a result this list is subject to change over time and is
merely an example of the primary sources of income for the IETF LLC
at the time of this writing:
1. ISOC support
2. IETF meeting revenues
3. Donations to the IETF LLC (monetary and/or in-kind)
6.1. Financial Statements
As noted in Section 4.2, the IETF LLC must comply with relevant tax
laws, such as filing an annual IRS Form 990. Other official
financial statements may also be required.
In addition to these official financial statements and forms, the
IETF LLC is also expected to report on a regular basis to the IETF
community on the current and future annual budget, budget forecasts
vs. actuals over the course of a fiscal year, and on other
significant projects as needed. This regular reporting to the IETF
community is expected to be reported in the form of standard
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financial statements that reflect the income, expenses, assets, and
liabilities of the IETF LLC.
6.2. Bank and Investment Accounts
The IETF LLC maintains its own bank account, separate and distinct
from ISOC. The IETF LLC may at its discretion create additional
accounts as needed. Similarly, the IETF LLC may as needed create
investment accounts in support of its financial goals and objectives.
6.3. Financial Audits
The IETF LLC is expected to retain and work with an independent
auditor. Reports from the auditor are expected to be shared with the
IETF community and other groups and organizations as needed or as
required by law.
6.4. ISOC Financial Support
ISOC currently provides significant financial support to the IETF
LLC. Exhibit B of the [IETF-LLC-A] summarizes the one-time and on-
going financial support from ISOC for the forseeable future. It is
expected that this support will be periodically reviewed and revised,
via a cooperative assessment process between ISOC and the IETF LLC.
6.5. IETF Meeting Revenues
Meeting revenues are another important source of funding that
supports the IETF, comining mainly from the fees paid by IETF meeting
participants. The IETF Executive Director sets those meeting fees,
in consultation with the IETF LLC and the IETF community, with formal
approval by the IETF LLC. Setting these fees and projecting the
number of participants at future meetings is a key part of the annual
budget process.
6.6. Donations to the IETF LLC
Donations are an essential component of the financial support for the
IETF. Within the general bounds noted in Section 6.8, the IETF LLC
is responsible for fundraising activities in order to establish,
maintain, and grow a strong foundation of donation revenues. This
can and does include both direct financial contributions as well as
in-kind contributions, such as equipment, software licenses, and
services.
Donations to the IETF LLC do not (and must not) convey to donors any
special oversight or direct influence over the IETF's technical work
or other activities of the IETF or IETF LLC. This helps ensure that
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no undue influence may be ascribed to those from whom funds are
raised, and so helps to maintain an open and consensus-based IETF
standards process.
To the extent that the IETF LLC needs to undertake any significant
special projects for the IETF, the IETF LLC may need to fundraise
distinctly for those special projects. As a result, the IETF LLC may
conduct fundraising to support the IETF in general as well as one or
more special fundraising efforts (which may also be accounted for
distinctly and be held in a separate bank account or investment, as
needed).
6.7. Funding Supports the IETF
The IETF LLC exists to support the IETF. Therefore, the IETF LLC's
funding and all revenues, in-kind contributions, and other income
that comprise that funding shall be used solely to support IETF-
related activities and for no other purposes.
6.8. Charitable Fundraising Practices
When the IETF LLC conducts fundraising, it substantiates charitable
contributions on behalf of ISOC - meaning that according to US tax
law, the IETF LLC must send a written acknowledgment of contributions
to donors. The IETF LLC evaluates and facilitates state, federal,
and other applicable law and regulatory compliance for ISOC and/or
the LLC with respect to such fundraising activities. In addition,
the IETF LLC ensures that all fundraising activities are conducted in
compliance with any policies developed by the IETF LLC, including but
not limited to those noted in Section 7.
6.9. Operating Reserve
An initial target operating reserve has been specified in Exhibit B
of the [IETF-LLC-A]. That says that the IETF LLC should maintain an
operating reserve equal to the IETF LLC's budgeted Net Loss for 2019
multiplied times three. The IETF LLC, in cooperation with ISOC, may
regularly review the financial target for this reserve fund, as noted
in the [IETF-LLC-A] or as otherwise necessary.
Should the IETF LLC generate an annual budget surplus, it may choose
to direct all or part of the surplus towards the growth of the
operating reserve.
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6.10. Annual Budget Process
As noted in Section 3.3, the IETF LLC is responsible for managing the
IETF's finances and budget. A key part of this responsibility is
establishing, maintaining, and successfully meeting an annual budget.
This is essential to the continued operation and vibrancy of the
IETF's technical activities and establishes trust with ISOC and
donors that funds are being appropriately spent, and that financial
oversight is being conducted properly. This is also essential to the
IETF LLC meeting applicable legal and tax requirements and is a core
part of the IETF LLC Board's fiduciary responsibilities.
As explained in Section 4.1, the IETF Executive Director is expected
to develop, execute, and report on the annual budget. Regular
reporting is expected to include monthly and quarterly forecast vs.
budget statements, including updated projections of income and
expenses for the full fiscal year.
The IETF LLC Board, as explained in Section 4.2, is expected to
review and approve the budget, as well as to provide ongoing
oversight of the budget and of any other significant financial
matters.
The annual budget is expected to be developed in an open,
transparent, and collaborative manner, in accordance with
Section 3.4. The specific timeline for the development, review, and
approval of the IETF LLC annual budget is established by the IETF LLC
Board and may be revised as needed.
7. IETF LLC Policies
The Board is expected to maintain policies as necessary to achieve
the goals of the IETF LLC, meet transparency expectations of the
community, comply with applicable laws or regulations, or for other
reasons as appropriate. All policies are expected to be developed
with input from the IETF community. Some policies provided by ISOC
and past policies developed by the previous IAOC may provide a useful
starting point for the Board to consider.
7.1. Conflict of Interest Policy
The Board is expected to maintain a Conflict of Interest policy for
the IETF LLC. While the details are determined by the Board, at a
minimum such policy is expected to include the following:
o The IETF, ISOC Board, IAB, or IRTF chair cannot be chair of this
IETF LLC Board, though they may serve as a Director.
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o A Director cannot be a paid consultant or employee of the IETF
Executive Director or their sub-contractors, nor a paid consultant
or employee of ISOC.
7.2. Other Policies
The Board is expected to maintain additional policies for the IETF
LLC as necessary, covering Directors, employees, and contractors,
concerning issues such as:
o Acceptance of gifts and other non-cash compensation;
o Travel and expense reimbursement;
o Anti-bribery;
o Code of conduct;
o Anti-harassment;
o Non-discrimination;
o Whistleblower;
o Document retention;
o Export controls;
o Anti-terrorism sanctions;
o Data protection and privacy;
o Social media
7.3. Compliance
The IETF LLC is expected to implement a compliance program to ensure
its compliance with all applicable laws, rules and regulations,
including without limitation laws governing bribery, anti-terrorism
sanctions, export controls, data protection/privacy, as well as other
applicable policies noted in Section 7. In addition, actions and
activities of the IETF LLC must be consistent with 501(c)(3)
purposes.
The IETF LLC is expected report to ISOC and the IETF community on the
implementation of its compliance plan on an annual basis.
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8. Three-Year Assessment
The IETF LLC, with the involvement of the community, shall conduct
and complete an assessment of the structure, processes, and operation
of IASA 2.0 and the IETF LLC. This should be presented to the
community after a period of roughly three years of operation. The
assessment may potentially include recommendations for improvements
or changes to the IASA2 and/or IETF LLC.
9. Security Considerations
This document describes the structure of the IETF's Administrative
Aupport Activity (IASA), version 2 (IASA2). It introduces no
security considerations for the Internet.
10. IANA Considerations
This document has no IANA considerations in the traditional sense.
However, some of the information in this document may affect how the
IETF standards process interfaces with the IANA, so the IANA may be
interested in the contents.
11. Acknowledgments
Thanks to Jari Arkko, Richard Barnes, Brian E Carpenter, Alissa
Cooper, John C Klensin, Bob Hinden, Jon Peterson, Sean Turner and the
IASA2 Working Group for discussions of possible structures, and to
the attorneys of Morgan Lewis and Brad Biddle for legal advice.
12. References
12.1. Normative References
[IETF-LLC-A]
The Internet Society, "Limited Liability Company Agreement
of IETF Administration LLC", August 2018,
<https://www.ietf.org/documents/180/
IETF-LLC-Agreement.pdf>.
12.2. Informative References
[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-03 (work in
progress), November 2018.
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[I-D.ietf-iasa2-rfc2031bis]
Camarillo, G. and J. Livingood, "The IETF-ISOC
Relationship", draft-ietf-iasa2-rfc2031bis-01 (work in
progress), December 2018.
[I-D.ietf-iasa2-rfc7437bis]
Kucherawy, M., Hinden, R., and J. Livingood, "IAB, IESG,
and IETF LLC Selection, Confirmation, and Recall Process:
Operation of the IETF Nominating and Recall Committees",
draft-ietf-iasa2-rfc7437bis-03 (work in progress), October
2018.
[I-D.ietf-iasa2-trust-update]
Arkko, J. and T. Hardie, "Update to the Process for
Selection of Trustees for the IETF Trust", draft-ietf-
iasa2-trust-update-02 (work in progress), October 2018.
[I-D.ietf-mtgvenue-iaoc-venue-selection-process]
Lear, E., "IETF Plenary Meeting Venue Selection Process",
draft-ietf-mtgvenue-iaoc-venue-selection-process-16 (work
in progress), June 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>.
[ietf102-slides]
Hall, J., "IASA 2.0 IETF-102 Slides", n.d.,
<https://datatracker.ietf.org/meeting/102/materials/
slides-102-iasa2-iasa2-structure-draft-00>.
[ISOC] The Internet Society, "Amended and restated By-Laws of the
Internet Society", July 2018,
<https://www.internetsociety.org/about-internet-society/
governance-policies/by-laws/>.
[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/>.
[RFC2026] Bradner, S., "The Internet Standards Process -- Revision
3", BCP 9, RFC 2026, DOI 10.17487/RFC2026, October 1996,
<https://www.rfc-editor.org/info/rfc2026>.
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[RFC2031] Huizer, E., "IETF-ISOC relationship", RFC 2031,
DOI 10.17487/RFC2031, October 1996,
<https://www.rfc-editor.org/info/rfc2031>.
[RFC2850] Internet Architecture Board and B. Carpenter, Ed.,
"Charter of the Internet Architecture Board (IAB)",
BCP 39, RFC 2850, DOI 10.17487/RFC2850, May 2000,
<https://www.rfc-editor.org/info/rfc2850>.
[RFC3233] Hoffman, P. and S. Bradner, "Defining the IETF", BCP 58,
RFC 3233, DOI 10.17487/RFC3233, February 2002,
<https://www.rfc-editor.org/info/rfc3233>.
[RFC3710] Alvestrand, H., "An IESG charter", RFC 3710,
DOI 10.17487/RFC3710, February 2004,
<https://www.rfc-editor.org/info/rfc3710>.
[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,
<https://www.rfc-editor.org/info/rfc4071>.
[RFC4333] Huston, G., Ed. and B. Wijnen, Ed., "The IETF
Administrative Oversight Committee (IAOC) Member Selection
Guidelines and Process", BCP 113, RFC 4333,
DOI 10.17487/RFC4333, December 2005,
<https://www.rfc-editor.org/info/rfc4333>.
[RFC7437] Kucherawy, M., Ed., "IAB, IESG, and IAOC Selection,
Confirmation, and Recall Process: Operation of the
Nominating and Recall Committees", BCP 10, RFC 7437,
DOI 10.17487/RFC7437, January 2015,
<https://www.rfc-editor.org/info/rfc7437>.
[RFC7691] Bradner, S., Ed., "Updating the Term Dates of IETF
Administrative Oversight Committee (IAOC) Members",
BCP 101, RFC 7691, DOI 10.17487/RFC7691, November 2015,
<https://www.rfc-editor.org/info/rfc7691>.
[RFC8318] Dawkins, S., "IAB, IESG, and IAOC Selection, Confirmation,
and Recall Process: IAOC Advisor for the Nominating
Committee", BCP 10, RFC 8318, DOI 10.17487/RFC8318,
January 2018, <https://www.rfc-editor.org/info/rfc8318>.
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Authors' Addresses
Brian Haberman
Johns Hopkins University
Email: brian@innovationslab.net
Joseph Lorenzo Hall
CDT
Email: joe@cdt.org
Jason Livingood
Comcast
Email: jason_livingood@comcast.com
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