IASA2 B. Haberman
Internet-Draft Johns Hopkins University
Obsoletes: RFC4071, RFC4333, RFC7691 (if J. Hall
approved) CDT
Intended status: Best Current Practice J. Livingood
Expires: August 29, 2019 Comcast
February 25, 2019
Structure of the IETF Administrative Support Activity, Version 2.0
draft-ietf-iasa2-rfc4071bis-05
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 IETF Administrative Oversight Committee (IAOC) was
eliminated, and its oversight and advising functions transferred to
the IETF LLC Board.
The IETF LLC provides the corporate legal home for the IETF, the
Internet Architecture Board (IAB), and the Internet Research Task
Force (IRTF).
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], [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
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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
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 August 29, 2019.
Copyright Notice
Copyright (c) 2019 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
3. LLC Agreement with the Internet Society . . . . . . . . . . . 4
4. Definitions and Principles . . . . . . . . . . . . . . . . . 5
4.1. Terminology . . . . . . . . . . . . . . . . . . . . . . . 5
4.2. Key Differences From the Old IASA Structure to IASA 2.0 . 6
4.3. General IETF LLC Responsibilities . . . . . . . . . . . . 6
4.4. IETF LLC Working Principles . . . . . . . . . . . . . . . 7
4.5. Principles of the IETF and ISOC Relationship . . . . . . 8
4.6. Relationship of the IETF LLC Board to the IETF Leadership 8
4.7. Review of IETF Executive Director and IETF LLC Board
Decisions . . . . . . . . . . . . . . . . . . . . . . . . 9
4.8. Termination and Change . . . . . . . . . . . . . . . . . 9
5. Structure of IASA2 . . . . . . . . . . . . . . . . . . . . . 9
5.1. IETF Executive Director and Staff Responsibilities . . . 9
5.2. IETF LLC Board Responsibilities . . . . . . . . . . . . . 11
5.3. Board Design Goals . . . . . . . . . . . . . . . . . . . 13
6. IETF LLC Board Membership, Selection and Accountability . . . 13
6.1. Board Composition . . . . . . . . . . . . . . . . . . . . 14
6.2. IETF LLC-Appointed Directors . . . . . . . . . . . . . . 14
6.3. Recruiting IETF LLC Board Directors . . . . . . . . . . . 14
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6.4. IETF LLC Board Director Term Length . . . . . . . . . . . 15
6.5. IETF LLC Board Director Limit . . . . . . . . . . . . . . 15
6.6. Staggered Terms . . . . . . . . . . . . . . . . . . . . . 15
6.7. IETF LLC Board Director Removal . . . . . . . . . . . . . 16
6.8. Filling an IETF LLC Board Director Vacancy . . . . . . . 16
6.9. Quorum . . . . . . . . . . . . . . . . . . . . . . . . . 16
6.10. Board Voting . . . . . . . . . . . . . . . . . . . . . . 16
6.11. Interim Board . . . . . . . . . . . . . . . . . . . . . . 16
6.12. Board Positions . . . . . . . . . . . . . . . . . . . . . 17
7. IETF LLC Funding . . . . . . . . . . . . . . . . . . . . . . 17
7.1. Financial Statements . . . . . . . . . . . . . . . . . . 17
7.2. Bank and Investment Accounts . . . . . . . . . . . . . . 18
7.3. Financial Audits . . . . . . . . . . . . . . . . . . . . 18
7.4. ISOC Financial Support . . . . . . . . . . . . . . . . . 18
7.5. IETF Meeting Revenues . . . . . . . . . . . . . . . . . . 18
7.6. Sponsorships and Donations to the IETF LLC . . . . . . . 18
7.7. Focus of Funding Support . . . . . . . . . . . . . . . . 19
7.8. Charitable Fundraising Practices . . . . . . . . . . . . 19
7.9. Operating Reserve . . . . . . . . . . . . . . . . . . . . 19
7.10. Annual Budget Process . . . . . . . . . . . . . . . . . . 20
8. IETF LLC Policies . . . . . . . . . . . . . . . . . . . . . . 20
8.1. Conflict of Interest Policy . . . . . . . . . . . . . . . 20
8.2. Other Policies . . . . . . . . . . . . . . . . . . . . . 21
8.3. Compliance . . . . . . . . . . . . . . . . . . . . . . . 21
9. Three-Year Assessment . . . . . . . . . . . . . . . . . . . . 22
10. Security Considerations . . . . . . . . . . . . . . . . . . . 22
11. IANA Considerations . . . . . . . . . . . . . . . . . . . . . 22
12. Pronouns . . . . . . . . . . . . . . . . . . . . . . . . . . 22
13. Acknowledgments . . . . . . . . . . . . . . . . . . . . . . . 22
14. References . . . . . . . . . . . . . . . . . . . . . . . . . 22
14.1. Normative References . . . . . . . . . . . . . . . . . . 22
14.2. Informative References . . . . . . . . . . . . . . . . . 23
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.
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The IETF LLC provides the corporate legal home for the IETF, the
Internet Architecture Board (IAB), and the Internet Research Task
Force (IRTF).
[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
how the organization fits together with existing and new IETF
community structures.
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.
3. LLC Agreement with the Internet Society
The LLC Agreement between the IETF LLC and ISOC is available at
[IETF-LLC-A]. This IASA2 structure, and thus this document, depends
on the LLC Agreement and will refer to it to help explain 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
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Board manages itself or manages IETF LLC staff, so that the Board has
flexibility to make changes without amending the agreement. The
Board can independently develop policy or procedures documents that
fill gaps.
4. Definitions and Principles
4.1. 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. The IAOC is obsoleted by this
document and replaced by the IETF LLC Board. The IETF Trust was
formerly populated by IAOC members. Its membership is now distinct
from that 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 consists of the IETF LLC board, employees, and
contractors. Uses of the term 'IASA' as a proper noun may imply a
subset of these roles, or all of them.
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
provide a corporate legal framework for facilitating current and
future activities related to the IETF, IAB, and IRTF. It was
established by the ISOC/IETF LLC Agreement ([IETF-LLC-A]) and is
referred to as "IETF LLC."
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IETF LLC Executive Director: the Executive Director for the IETF LLC,
responsible for day-to-day administrative and operational direction
(See Section 5.1). Also referred to as "IETF Executive Director".
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 5.2).
ISOC: Internet Society (see [I-D.ietf-iasa2-rfc2031bis] and [ISOC]).
4.2. 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 - assumes 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 now "Managing
Director, IETF Secretariat".
4.3. 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.
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o Compliance. The IETF LLC is responsible for establishing and
enforcing policies to ensure compliance with applicable laws,
regulations, and rules.
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.
4.4. IETF LLC Working Principles
The IETF LLC is expected to conduct its work according to the
following principles:
o Transparency. The IETF LLC is expected to keep the IETF community
informed about its work, subject to reasonable confidentiality
concerns, 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
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 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.
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o Unification: The IETF LLC is responsible for providing unified
legal, financial, and administrative support for operation of the
IETF, IAB, and IRTF, and financial support for the operation of
the RFC Editor.
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. Any transfer, transition, or dissolution should be
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 confidentiality requirements
about some aspects of contracting, personnel matters, and other
narrow areas.
4.5. 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.
4.6. 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 Board's
work involves treating the IESG and IAB as major internal customers
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of the administrative support services. The 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.
4.7. 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 6.7.
Anyone in the community of IETF participants may ask the Board for a
formal review of a decision or action by the IETF Executive Director
or Board if they believe this was not undertaken in accordance with
IETF BCPs or IETF LLC Board policies and procedures.
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.
4.8. 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.
5. Structure of IASA2
5.1. 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
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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:
o Developing and refining an annual budget and other strategic
financial planning documents at the direction of the Board.
o Executing on the annual budget, including reporting to the 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 the IETF Executive Director's
authority and within the approved budget. This includes managing
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and leading any such resources, including performing regular
performance reviews.
o Following the pre-approval guidelines set forth by the 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 the job on a day-to-
day basis, being held accountable for meeting high level goals
rather than micromanaged.
o Regularly updating the 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 Board, such as
ethics guidelines and/or a code of conduct.
5.2. IETF LLC Board Responsibilities
This section is intended to provide a summary of key IETF LLC Board
responsibilities, but the precise and legally binding
responsibilities are defined in the LLC Agreement [IETF-LLC-A]. To
the extent to which there are unintentional differences or other
confusion between this document and the LLC Agreement, the LLC
Agreement is in all cases authoritative.
The Board has duties of loyalty, care, and good faith, and a legal
and fiduciary responsibility. It will set broad strategic direction
for the LLC, and will be responsible for adopting an annual budget,
hiring or terminating an IETF Executive Director (or amending the
terms of their engagement), adopting any employee benefit plans,
consulting the relevant IETF communities on matters related to the
LLC as appropriate, approving any changes to the LLC governance
structure, incurring any debt, and approving entering into agreements
that that meet a significant materiality threshold to be determined
by the Board. The IETF LLC Board is expected to delegate management
of day-to-day activities and related decision-making to staff.
Per Section 5(d) of the LLC Agreement and as also described in
Section 4.4, the Board shall, as appropriate, act transparently and
provide the IETF community with an opportunity to review and discuss
any proposed changes to the IETF LLC structure prior to their
adoption.
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The role of the 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 Board (such as takes place
on email discussion lists or at IETF meetings).
Key IETF LLC Board responsibilities include:
o Set broad strategic direction for the LLC.
o Hire or terminate an IETF Executive Director (or amending the
terms of their engagement).
o Delegate management of day-to-day activities and related decision-
making to staff.
o Adopt any employee benefit plans.
o Consult the relevant IETF communities on matters related to the
LLC, as appropriate.
o Approve any changes to the LLC governance structure.
o Adopt an annual budget and, as necessary, incur any debt.
o Prepare accurate and timely financial statements for ISOC, and in
accordance with generally accepted accounting principles.
o Provide 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 Approve entering into agreements that that meet a significant
materiality threshold to be determined by the Board.
o Limit its activities to the purposes as set forth in Section 4 of
the LLC Agreement, in a manner consistent with ISOC's charitable
purposes.
o Establish an investment policy.
o Use best efforts to conduct all of its activities in strict
compliance with the LLC Agreement and all applicable laws, rules
and regulations.
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o Ensure that IETF LLC is run in a manner that is transparent and
accountable to the IETF community;
o Develop policies, including those noted in Section 8), procedures,
and a compliance program.
o Obtain Commercial General Liability and other appropriate
insurance policies, with agreed-upon coverage limits.
o Recruit new Directors for consideration in all of the various
appointment processes.
5.3. 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
company. 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 5.2.
This board structure, with limited strategic responsibilities noted
in Section 5.2 and limited size, together with the staff
responsibilities noted in Section 5.1, 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 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 4.4. The Board will need to establish how it will meet that
commitment.
6. IETF LLC Board Membership, Selection and Accountability
The section outlines the composition of the IETF LLC Board, selection
of IETF LLC Board Directors, and related details.
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6.1. Board Composition
There is a minimum of 5 directors, expandable to 6 or 7.
o 1 IETF Chair or delegate selected by the IESG
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.
6.2. 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 a Board-appointed Director requires a two-thirds
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 6.4.
6.3. Recruiting IETF LLC Board Directors
The 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 Board and others can
recruit potential Directors and get them into the consideration
process of the NomCom or into open considerations processes of the
other appointing bodies if those bodies choose to use such processes.
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6.4. IETF LLC Board Director Term Length
The term length for a Director is three years. The exceptions to
this guideline are:
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.
6.5. IETF LLC Board Director Limit
A director may serve no more than two consecutive terms. A director
cannot serve a third term until three years have passed since their
second consecutive term. 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.
6.6. 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.
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6.7. IETF LLC Board Director Removal
NomCom-appointed 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 required. Directors may also be removed via the
IETF recall process defined in [I-D.ietf-iasa2-rfc7437bis],
Section 7.
6.8. 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 [I-D.ietf-iasa2-rfc7437bis],
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.
6.9. Quorum
At all synchronous live meetings of the Board, two-thirds of the
Directors then in office shall constitute a quorum for the
transaction of business. Unless a greater affirmative vote is
expressly required for an action under applicable law, the LLC
Agreement, or an applicable Board policy, the affirmative vote of
two-thirds of the Directors then in office shall be an act of the
Board.
6.10. Board Voting
Board decisions may be made either by vote communicated in a
synchronous live (including telephonic and video) meeting, or via an
asynchronous written (including electronic) process. Absentee voting
and voting by proxy shall not be permitted. If a quorum is not
present at any meeting of the Board, the Directors present may
adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum is present. Voting
thresholds for Director removal are described in Section 6.7.
6.11. 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.
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The interim Board was comprised of:
o The IETF chair, ex officio
o The IAOC chair, ex officio
o The IAB chair, ex officio
o One ISOC trustee, selected by the ISOC Board of Trustees
6.12. Board Positions
Following the formation of the first permanent Board, and annually
thereafter, the Directors shall elect a Director to serve as Board
Chair by majority vote. The IETF, IAB and IRTF chairs, and the chair
of ISOC's Board, will be ineligible for this Board Chair role. The
Board may also form committees of the Board and/or define other roles
for Board Directors as necessary.
7. 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 support function that
provides the environment within which the work of the IETF, IAB,
IRTF, and RFC Editor can remain vibrant and productive.
The IETF LLC was generating 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 7.8, 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. Sponsorships (monetary and/or in-kind)
4. Donations (monetary and/or in-kind)
7.1. Financial Statements
As noted in Section 5.2, 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.
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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
financial statements that reflect the income, expenses, assets, and
liabilities of the IETF LLC.
7.2. 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.
7.3. 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.
7.4. ISOC Financial Support
ISOC currently provides significant financial support to the IETF
LLC. Exhibit B of the [IETF-LLC-A] summarizes the 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.
7.5. IETF Meeting Revenues
Meeting revenues are another important source of funding that
supports the IETF, coming mainly from the fees paid by IETF meeting
participants. The IETF Executive Director sets those meeting fees,
in consultation with other IETF staff and the IETF community, and
approval by the IETF LLC Board. Setting these fees and projecting
the number of participants at future meetings is a key part of the
annual budget process.
7.6. Sponsorships and Donations to the IETF LLC
Sponsorships and donations are an essential component of the
financial support for the IETF. Within the general bounds noted in
Section 7.8, 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
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contributions as well as in-kind contributions, such as equipment,
software licenses, and services.
Sponsorships and 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 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).
7.7. Focus of Funding Support
The IETF LLC exists to support the IETF, IAB, and IRTF. 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 activities related to the IETF, IAB, and IRTF and for no
other purposes.
7.8. 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 8.
7.9. 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.
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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.
7.10. Annual Budget Process
As noted in Section 4.3, 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,
sponsors, 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 Board's fiduciary
responsibilities.
As explained in Section 5.1, the IETF Executive Director is expected
to develop, execute, and report on the annual budget. Regular
reporting is expected to include forecast vs. budget statements,
including updated projections of income and expenses for the full
fiscal year.
The Board, as explained in Section 5.2, 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 4.4. The specific timeline for the development, review, and
approval of the IETF LLC annual budget is established by the Board
and may be revised as needed.
8. 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.
8.1. 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:
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o The IETF, ISOC Board, IAB, or IRTF chair cannot be chair of the
IETF LLC Board, though they may serve as a Director.
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.
8.2. 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
8.3. 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 8. In addition, actions and
activities of the IETF LLC must be consistent with 501(c)(3)
purposes.
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The IETF LLC is expected report to ISOC and the IETF community on the
implementation of its compliance plan on an annual basis.
9. 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.
10. Security Considerations
This document describes the structure of the IETF's Administrative
Support Activity (IASA), version 2 (IASA2). It introduces no
security considerations for the Internet.
11. 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.
12. Pronouns
This document has used "they" and "their" as a non-gender-specific
pronoun to refer to a single individual.
13. 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.
14. References
14.1. 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>.
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14.2. 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.
[I-D.ietf-iasa2-rfc2031bis]
Camarillo, G. and J. Livingood, "The IETF-ISOC
Relationship", draft-ietf-iasa2-rfc2031bis-04 (work in
progress), February 2019.
[I-D.ietf-iasa2-rfc7437bis]
Kucherawy, M., Hinden, R., and J. Livingood, "IAB, IESG,
IETF Trust and IETF LLC Selection, Confirmation, and
Recall Process: Operation of the IETF Nominating and
Recall Committees", draft-ietf-iasa2-rfc7437bis-05 (work
in progress), January 2019.
[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-03 (work in progress), February 2019.
[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/>.
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[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>.
[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>.
[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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