IASA2                                                        B. Haberman
Internet-Draft                                  Johns Hopkins University
Intended status: Informational                                   J. Hall
Expires: January 31, 2019                                            CDT
                                                            J. Livingood
                                                           July 30, 2018

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


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

Status of This Memo

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

   Internet-Drafts are working documents of the Internet Engineering
   Task Force (IETF).  Note that other groups may also distribute
   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 January 31, 2019.

Copyright Notice

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

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

Table of Contents

   1.  Introduction  . . . . . . . . . . . . . . . . . . . . . . . .   3
   2.  Scope Limitation  . . . . . . . . . . . . . . . . . . . . . .   4
     2.1.  Operating Agreement with the Internet Society . . . . . .   4
   3.  Key Differences from the IASA 1.0 Structure . . . . . . . . .   4
   4.  IETF Administration LLC . . . . . . . . . . . . . . . . . . .   5
     4.1.  General LLC Responsibilities  . . . . . . . . . . . . . .   5
     4.2.  LLC Working Principles  . . . . . . . . . . . . . . . . .   5
     4.3.  LLC Board Responsibilities  . . . . . . . . . . . . . . .   6
     4.4.  Executive Director and Staff Responsibilities . . . . . .   8
     4.5.  Board Design Goals  . . . . . . . . . . . . . . . . . . .   9
     4.6.  Board Composition . . . . . . . . . . . . . . . . . . . .  10
     4.7.  LLC-Appointed Directors . . . . . . . . . . . . . . . . .  10
     4.8.  Recruiting LLC Board Directors  . . . . . . . . . . . . .  10
     4.9.  LLC Board Director Term Length  . . . . . . . . . . . . .  10
     4.10. LLC Board Director Limit  . . . . . . . . . . . . . . . .  11
     4.11. Staggered Terms . . . . . . . . . . . . . . . . . . . . .  11
     4.12. LLC Board Director Removal  . . . . . . . . . . . . . . .  11
     4.13. Filling a LLC Board Director Vacancy  . . . . . . . . . .  12
     4.14. Interim Board . . . . . . . . . . . . . . . . . . . . . .  12
     4.15. First Full Board  . . . . . . . . . . . . . . . . . . . .  12
     4.16. Board Positions . . . . . . . . . . . . . . . . . . . . .  13
   5.  LLC Policies  . . . . . . . . . . . . . . . . . . . . . . . .  13
     5.1.  Conflict of Interest Policy . . . . . . . . . . . . . . .  13
     5.2.  Other Policies  . . . . . . . . . . . . . . . . . . . . .  13
     5.3.  Compliance  . . . . . . . . . . . . . . . . . . . . . . .  14
   6.  Quorum  . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
   7.  Board Voting  . . . . . . . . . . . . . . . . . . . . . . . .  14
   8.  Fundraising Practices . . . . . . . . . . . . . . . . . . . .  14
   9.  Transition Considerations . . . . . . . . . . . . . . . . . .  15
     9.1.  Initial Tasks of the LLC Board  . . . . . . . . . . . . .  15
   10. 2-Year or 3-Year Assessment . . . . . . . . . . . . . . . . .  16
   11. Acknowledgments . . . . . . . . . . . . . . . . . . . . . . .  16
   12. Informative References  . . . . . . . . . . . . . . . . . . .  16
   Authors' Addresses  . . . . . . . . . . . . . . . . . . . . . . .  17

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1.  Introduction

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

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

   This document outlines the high level details of the planned "IASA
   2.0" arrangement, some of which are dependent on the choice of legal
   structure.  The point of this document 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].  Changes will
   subsequently be required in a replacement of RFC 4071 (BCP 101) and
   RFC 4371, which are of course based on IETF community input and the
   work in the IASA2 working group.

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

   Eliminating the IAOC means that there will need to be another way for
   trustees to be appointed for the IETF Trust.  The details of how this
   is done is outside the scope of this document.

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2.  Scope Limitation

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

   If the community decides to make changes to its administrative
   process along the lines outlined in this document, normative changes
   to IETF processes will need to be documented in one or more
   additional RFCs.  Additional legal documents (e.g., certificate of
   formation, operating agreement, transition and shared services
   agreement) relating to the legal entity would provide the official,
   legal definitions of processes, roles, etc.  Section 9 lists some
   initial thoughts about transition; publishing a detailed transition
   plan would likely also be useful.

2.1.  Operating Agreement with the Internet Society

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

3.  Key Differences from the IASA 1.0 Structure

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

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

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

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

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4.  IETF Administration LLC

4.1.  General LLC Responsibilities

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

   The proposed responsibilities of the LLC are:

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

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

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

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

4.2.  LLC Working Principles

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

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

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      There must exist a public list of confidential items, describing
      the nature of the information and the reason for confidentiality.

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

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

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

4.3.  LLC Board Responsibilities

   The LLC Board will be responsible for conducting oversight of LLC's
   execution of its responsibilities, as described in Section 4.1.  They
   have duties of loyalty, care, and good faith.  This includes the
   responsibility to:

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

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

   o  adopting any employee benefit plans;

   o  approving any changes to the LLC governance structure;

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

   o  approving or entering into agreements that that meet a significant
      materiality threshold;

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

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

   o  recruit new Directors, for consideration in all of the various
      appointment processes.

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

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

   As part of the responsibilities outlined above, some of which is
   outlined further in (TODO: reference board-policies document) the
   Board shall work to ensure that LLC will:

   o  Act consistently with ISOC's 501(c)(3) status;

   o  Provide accurate financial statements to ISOC on a timely basis;

   o  Prepare its financial reports 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  Obtain appropriate insurance, including commercial general
      liability insurance with appropriate limits;

   o  Implement risk management and compliance processes in a manner
      consistent with industry norms.

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

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4.4.  Executive Director and Staff Responsibilities

   The LLC shall be led by an Executive Director chosen by the Board.
   The Executive Director will be responsible for managing the day-to-
   day operations of the LLC, including hiring staff to perform various
   operational functions.  The Executive Director and any staff may be
   employees or independent contractors.

   Allowing for the division of responsibilities among multiple staff
   members and contractors should hopefully address some of the concerns
   raised in Section 3.2 (Lack of Resources) and Section 3.4 (Funding/
   Operating Model Mismatch and Rising Costs) of

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

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

   The IETF has a long history of community involvement in the execution
   of certain administrative functions, in particular development of
   IETF tools, the NOC's operation of the meeting network, and some
   outreach and communications activities conducted by the EDU and
   Mentoring Directorate.  The LLC staff would be expected to respect
   the IETF community's wishes about community involvement in these and
   other functions going forward as long as the staff feels that they
   can meet the otherwise-stated needs of the community.  Establishing
   the framework to allow the LLC to staff each administrative function
   as appropriate may require the IETF community to document its
   consensus expectations in areas where no documentation currently
   exists (see Section 9).

   In summary, the LLC Executive Director, with support from the team
   that they alone direct and lead, will be responsible for: *
   Developing and refining an annual budget and other strategic

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

4.5.  Board Design Goals

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

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

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

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4.6.  Board Composition

   There shall be 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 Appointed by the IETF NomCom, confirmed by the IESG

   o  Up to 2 Appointed by the LLC board itself, on an as needed basis,
      confirmed by the IESG

4.7.  LLC-Appointed Directors

   As noted above, a maximum of two Directors may be appointed by the
   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 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 shall be designated by the Board, with the maximum term
   being until the beginning of the second Annual General Meeting (AGM)
   after appointment, 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 4.9.

4.8.  Recruiting LLC Board Directors

   The LLC Board itself, as well as the community as a whole, should
   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 LLC Board and others can recruit potential Directors and get them
   into the consideration process of the NomCom or other appointing

4.9.  LLC Board Director Term Length

   The term length for a Director shall be three years in length.  The
   exceptions to this guideline will be for the terms for some Directors
   during the first full formation of the LLC Board in order to

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   establish staggered terms and for any appointments to fill a vacancy.
   The final exception is if a Director role is occupied by the IETF
   Chair ex officio, since that person's term length is governed instead
   by the term lengths established in RFC 7437, Section 3.4.

4.10.  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.  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 [RFC7437], Section 3.4.

   An exception to the two consecutive term rule is for an 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 processes (such as via the NomCom process).

   Lastly, partial terms of less than three years for the initial
   appointments to the First Full Board Section 4.15, 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

4.11.  Staggered Terms

   ISOC, the IESG, the Nominating Committee, and the Board shall
   coordinate with each other to ensure that collectively their
   appointment processes provide for no more than three Directors' terms
   concluding in the same year.

4.12.  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.
   Directors may also be removed via the IETF recall process defined in
   [RFC7437], Section 7.  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 [RFC7437], Section 7.

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4.13.  Filling a LLC Board Director Vacancy

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

4.14.  Interim Board

   An initial interim Board will be necessary in order to legally form
   and bootstrap the LLC.  As a result, an Interim Board will be formed
   on a temporary basis until the first full board is constituted.
   Barring unforseen circumstances, the Interim Board should conclude no
   later than the end of the 104th meeting of the IETF, in March 2019.

   The interim Board shall be 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

4.15.  First Full Board

   A minimum of five Directors must be seated in order for the Board to
   be constituted, and then the Interim Board will be dissolved.
   Accordingly, the following steps must take place to ensure that this
   occurs on a timely basis:

   o  The IESG shall make their appointment no later than January 31,

   o  ISOC shall make their appointment no later than January 31, 2019.

   o  The NomCom shall make their appointments no later than March 22,

   If these bodies can make their appointments sooner, then by all means
   they should do so in order to enable the first full board to begin as
   soon as possible.  This is particularly so for the NomCom.  If the
   NomCom can make their appointments sooner, then the first full board
   could be constituted in time for IETF 104 (March 23-29, 2019).

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4.16.  Board Positions

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

5.  LLC Policies

   The Board shall develop policies as necessary to achieve the goals of
   the LLC, meet transparency expectations of the community, comply with
   applicable laws or regulations, or for other reasons as appropriate.
   All policies should be developed with input from the IETF community.
   Some policies of ISOC may provide a good starting point from which
   the Board can begin.

5.1.  Conflict of Interest Policy

   The Board shall develop a Conflict of Interest policy for the LLC.
   While the details shall be determined by the Board, at a minimum such
   policy will include the following:

   o  The IETF, ISOC, IAB, IRTF chair cannot be chair of this LLC Board.

   o  A Director cannot be a paid consultant or employee of the
      Executive Director or their sub-contractors, nor a paid consultant
      or employee of ISOC.

5.2.  Other Policies

   The Board shall develop additional policies for the 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;

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   o  Document retention;

   o  Export controls;

   o  Anti-terrorism sanctions;

   o  Data protection and privacy;

   o  Social media

5.3.  Compliance

   The LLC shall develop and 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 5.  In addition, actions and
   activities of the LLC must be consistent with 501(c)(3) purposes.

   The LLC shall report to ISOC on the implementation of its compliance
   plan on an annual basis.

6.  Quorum

   At all meetings of the Board, at least 2/3 of the Directors then in
   office shall constitute a quorum for the transaction of business.  If
   a quorum shall not be present at any meeting of the Board, the
   Directors present thereat may adjourn the meeting without notice
   other than announcement at the meeting, until a quorum shall be

7.  Board Voting

   The Board can hold votes during synchronous live meetings of the
   Board (including telephonic and video) or via asynchronous written
   (including electronic) means.  Decisions on regular LLC matters shall
   be made by a 2/3 majority vote in favor, with the exception of
   removal of a Director as specified in Section 4.12.  Absentee voting
   and voting by proxy shall not be permitted.

8.  Fundraising Practices

   When the LLC conducts fundraising, it will substantiate charitable
   contributions on behalf of ISOC.  The LLC will evaluate and
   facilitate state, federal, and other applicable law and regulatory
   compliance for ISOC and/or the LLC with respect to such fundraising
   activities.  In addition, the LLC shall ensure that all fundraising

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   activities are conducted in compliance with any policies developed by
   the LLC, including but not limited to those noted in Section 5.

9.  Transition Considerations

   Conducting a transition as envisioned in this document will encompass
   many different work activities and will require action, involvement,
   support, and/or feedback from groups and individuals across the IETF
   community.  The transition is likely to proceed in these steps but
   the community should remain flexible and adapt this plan as changes
   occur and complications inevitably arise.

   Phase 1: LLC Formation * The LLC is formed with an Interim Board (see
   {#interim-board}).  * The IAOC continues to operate as usual, such as
   reviewing and approving the IETF's FY2019 budget.  * The NomCom is
   given instructions by the IETF chair to not recruit for 2019 IAOC
   positions, and instead recruit for LLC Board Directors.  * An update
   of all relevant RFCs is started, reflecting the change from IAOC to

   Phase 2: Transition from IAOC to LLC * The LLC's Interim Board and
   IAOC shall agree to a transition schedule to transition IAOC
   responsibilities one-by-one to the LLC.  * This phase should
   optimally conclude prior to the expiration of IAOC member terms in

   Phase 3: Transition Complete * The first full board is seated (see
   {#first-full-board}).  * All responsibilities of the IAOC have been
   assumed by the LLC.  * The IAOC can then be shut down.

9.1.  Initial Tasks of the LLC Board

   The initial tasks of the LLC Board should be prioritized according to
   legal necessity and relative importance.  Below are suggested
   priorities to consider as and after the LLC is formed.

   High priority for the Interim Board: 1 - Form the LLC legally 2 -
   Setup a bank account so that funds can be moved over 3 - Transfer all
   necessary contracts from ISOC/IAOC to the LLC 4 - Establish &
   implement a process to pay any employees or contractors, as necessary
   5 - Agree to a transition schedule with the IAOC 6 - Secure any
   necessary insurance such as Commercial General Liability and other
   appropriate insurance policies, with appropriate coverage limits

   Medium Priority for the Interim Board: 1 - Create a job description
   for the IETF Executive Director 2 - Initiate the process of beginning
   to search for an IETF Executive Director and/or outline a process to
   do so and defer it to the first full board, as appropriate

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   Low Priority for the Interim Board / First Tasks of the Full Board: 1
   - Develop all necessary LLC policies 2 - Develop all necesssary Board
   operating procedures and bylaws 3 - Determine the employee benefits/
   salary framework and/or make associated staffing decisions 4 -
   Interview and hire an IETF Executive Director (targeting 1H2019)

   The first full Board will also need to focus on the following tasks:
   * Selecting a chair and other positions as necessary * Define and
   document how the Board will fulfill its transparency obligations to
   the IETF community * Defining the "significant materiality
   threshold", above which the Board must approve any contracts,
   expenditures, or other commitments.

   Once the Executive Director and any additional staff are hired, it
   would be expected for LLC to: * Do a thorough review of existing
   contracts, community volunteer arrangements, and administrative
   assets to determine the need for initial changes.  * Assess areas
   where the IETF community needs to document its consensus, e.g.,
   expectations about community involvement in NOC or tools efforts.

10.  2-Year or 3-Year Assessment

   The LLC, with the involvement of the community, shall conduct and
   complete an assessment of the structure, processes, and operation of
   the IASA and LLC.  This should be presented to the community after a
   period of two or three years of operation, such as at IETF 113 in
   March 2022 or IETF 114 in July 2022.  The assessment may potentially
   include recommendations for improvements or changes in the IASA and/
   or LLC.

11.  Acknowledgments

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

12.  Informative References

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

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              Lear, E., "IETF Plenary Meeting Venue Selection Process",
              draft-ietf-mtgvenue-iaoc-venue-selection-process-16 (work
              in progress), June 2018.

              Hall, J., "IASA 2.0 IETF-101 Slides", n.d.,

              Hall, J., "IASA 2.0 IETF-102 Slides", n.d.,

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

   [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,

Authors' Addresses

   Brian Haberman
   Johns Hopkins University

   Email: brian@innovationslab.net

   Joseph Lorenzo Hall

   Email: joe@cdt.org

   Jason Livingood

   Email: jason_livingood@comcast.com

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