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Checking references for intended status: Informational ---------------------------------------------------------------------------- == Unused Reference: 'ML-memo' is defined on line 743, but no explicit reference was found in the text == Unused Reference: 'RFC2119' is defined on line 748, but no explicit reference was found in the text == Outdated reference: A later version (-03) exists of draft-haberman-iasa20dt-recs-02 == Outdated reference: A later version (-16) exists of draft-ietf-mtgvenue-iaoc-venue-selection-process-15 -- Obsolete informational reference (is this intentional?): RFC 7437 (Obsoleted by RFC 8713) Summary: 2 errors (**), 0 flaws (~~), 6 warnings (==), 2 comments (--). Run idnits with the --verbose option for more detailed information about the items above. -------------------------------------------------------------------------------- 2 Network Working Group B. Haberman 3 Internet-Draft Johns Hopkins University 4 Intended status: Informational J. Hall 5 Expires: December 8, 2018 CDT 6 J. Livingood 7 Comcast 8 June 06, 2018 10 Proposed Structure of the IETF Administrative Support Activity (IASA), 11 Version 2.0 (for Discussion) 12 draft-hall-iasa2-struct-04 14 Abstract 16 The IETF Administrative Support Activity (IASA) was originally 17 established in 2005. In the 13 years from 2005 to 2018, the needs of 18 the IETF have evolved in ways that require changes to its 19 administrative structure. The purpose of this document is to outline 20 a proposed new "IASA 2.0" structure. The proposal is for the work of 21 the IETF's administrative and fundraising tasks to be conducted by a 22 new administrative organization, the IETF Administration Limited 23 Liability Corporation ("LLC"). Under the proposal, the Internet 24 Administrative Oversight Committee (IAOC) will be eliminated, and its 25 oversight and advising functions transferred to the new LLC Board. 27 Status of This Memo 29 This Internet-Draft is submitted in full conformance with the 30 provisions of BCP 78 and BCP 79. 32 Internet-Drafts are working documents of the Internet Engineering 33 Task Force (IETF). Note that other groups may also distribute 34 working documents as Internet-Drafts. The list of current Internet- 35 Drafts is at https://datatracker.ietf.org/drafts/current/. 37 Internet-Drafts are draft documents valid for a maximum of six months 38 and may be updated, replaced, or obsoleted by other documents at any 39 time. It is inappropriate to use Internet-Drafts as reference 40 material or to cite them other than as "work in progress." 42 This Internet-Draft will expire on December 8, 2018. 44 Copyright Notice 46 Copyright (c) 2018 IETF Trust and the persons identified as the 47 document authors. All rights reserved. 49 This document is subject to BCP 78 and the IETF Trust's Legal 50 Provisions Relating to IETF Documents 51 (https://trustee.ietf.org/license-info) in effect on the date of 52 publication of this document. Please review these documents 53 carefully, as they describe your rights and restrictions with respect 54 to this document. Code Components extracted from this document must 55 include Simplified BSD License text as described in Section 4.e of 56 the Trust Legal Provisions and are provided without warranty as 57 described in the Simplified BSD License. 59 Table of Contents 61 1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . 3 62 2. Scope Limitation . . . . . . . . . . . . . . . . . . . . . . 4 63 2.1. Operating Agreement with the Internet Society . . . . . . 4 64 3. Key Differences from the IASA 1.0 Structure . . . . . . . . . 4 65 4. IETF Administration LLC . . . . . . . . . . . . . . . . . . . 5 66 4.1. General LLC Responsibilities . . . . . . . . . . . . . . 5 67 4.2. LLC Working Principles . . . . . . . . . . . . . . . . . 5 68 4.3. LLC Board Responsibilities . . . . . . . . . . . . . . . 6 69 4.4. Executive Director and Staff Responsibilities . . . . . . 8 70 4.5. Board Design Goals . . . . . . . . . . . . . . . . . . . 9 71 4.6. Board Composition . . . . . . . . . . . . . . . . . . . . 10 72 4.7. Recruiting LLC Board Directors . . . . . . . . . . . . . 10 73 4.8. LLC Board Director Term Length . . . . . . . . . . . . . 10 74 4.9. LLC Board Director Limit . . . . . . . . . . . . . . . . 10 75 4.10. Staggered Terms . . . . . . . . . . . . . . . . . . . . . 11 76 4.11. LLC Board Director Removal . . . . . . . . . . . . . . . 11 77 4.12. Filling a LLC Board Director Vacancy . . . . . . . . . . 11 78 4.13. Interim Board . . . . . . . . . . . . . . . . . . . . . . 11 79 4.14. First Full Board . . . . . . . . . . . . . . . . . . . . 12 80 4.15. Board Positions . . . . . . . . . . . . . . . . . . . . . 12 81 5. LLC Policies . . . . . . . . . . . . . . . . . . . . . . . . 12 82 5.1. Conflict of Interest Policy . . . . . . . . . . . . . . . 12 83 5.2. Other Policies . . . . . . . . . . . . . . . . . . . . . 13 84 5.3. Compliance . . . . . . . . . . . . . . . . . . . . . . . 13 85 6. Board Voting . . . . . . . . . . . . . . . . . . . . . . . . 14 86 6.1. Quorum . . . . . . . . . . . . . . . . . . . . . . . . . 14 87 7. Fundraising Practices . . . . . . . . . . . . . . . . . . . . 14 88 8. Transition Considerations . . . . . . . . . . . . . . . . . . 14 89 8.1. Initial Tasks of the LLC Board . . . . . . . . . . . . . 15 90 9. Acknowledgments . . . . . . . . . . . . . . . . . . . . . . . 15 91 10. Informative References . . . . . . . . . . . . . . . . . . . 16 92 Authors' Addresses . . . . . . . . . . . . . . . . . . . . . . . 17 94 1. Introduction 96 The IETF Administrative Support Activity (IASA) was originally 97 established in 2005. In the 13 years from 2005 to 2018, the needs of 98 the IETF have evolved in ways that require changes to its 99 administrative structure. The purpose of this document is to outline 100 a proposed new "IASA 2.0" structure. The proposal is for the work of 101 the IETF's administrative and fundraising tasks to be conducted by a 102 new administrative organization, the IETF Administration Limited 103 Liability Corporation ("LLC"). Under the proposal, the Internet 104 Administrative Oversight Committee (IAOC) will be eliminated, and its 105 oversight and advising functions transferred to the new LLC Board. 106 This document explores all of the details involved in the proposal. 108 [I-D.haberman-iasa20dt-recs] discusses the challenges facing the 109 current structure as well as several options for reorganizing the 110 IETF's administration under different legal structures. This 111 document outlines how such an organization will be structured and 112 describes how the organization will fit together with existing and 113 new IETF community structures. 115 This document outlines some details of a potential "IASA 2.0" 116 arrangement. Some of the details of the organizational structure are 117 dependent on the choice of legal structure, but others are not. The 118 point of this document is to solicit community input about how to 119 address the challenges identified in [I-D.haberman-iasa20dt-recs]. 120 Ultimately, if the IETF community decides to make changes to IASA, 121 those changes will subsequently be documented in a replacement of RFC 122 4071 (BCP 101) and RFC 4371. 124 The proposal in this document is to transfer most of the 125 responsibilities that RFC 4071 currently assigns to the Internet 126 Administrative Director (IAD) and Internet Society (ISOC) to the 127 newly created LLC. The IAOC would be eliminated, and its oversight 128 and advising functions transferred to the LLC Board. It would be the 129 job of LLC to meet the administrative needs of the IETF and ensure 130 that LLC and IASA 2.0 is meeting the needs of the IETF community. 132 Eliminating the IAOC means that there will need to be another way for 133 trustees to be appointed for the IETF Trust. The details of how this 134 is done are outlined in (PLACEHOLDER: FILL IN WITH I-D NAME IN FUTURE 135 UPDATE). 137 The proposal in this document is depicted visually in [Diagrams] 138 showing the IETF Trust and [Diagrams-no-trust] not showing the IETF 139 Trust. (NOTE: DIAGRAMS WILL BE UPDATED AS CONSENSUS FURTHER 140 DEVELOPS, IN A FUTURE UPDATE) 142 2. Scope Limitation 144 The document does not propose any changes to anything related to the 145 oversight or steering of the standards process as currently conducted 146 by the Internet Engineering Steering Group (IESG) and Internet 147 Architecture Board (IAB), the appeals chain, the process for making 148 and organizations involved in confirming IETF and IAB appointments, 149 the IETF Nominations Committee (NomCom), the Internet Research Task 150 Force (IRTF), or ISOC's memberships in or support of other 151 organizations. 153 If the community decides to make changes to IASA along the lines 154 sketched out in this document, normative changes to IETF processes 155 will need to be documented in an RFC. Additional legal documents 156 (e.g., certificate of formation, operating agreement, transition and 157 shared services agreement) relating to the legal entity would provide 158 the official, legal definitions of processes, roles, etc. Section 8 159 sketches some initial thoughts about transition; publishing a 160 detailed transition plan would likely also be useful. 162 2.1. Operating Agreement with the Internet Society 164 The Operating Agreement (OA) is also out of scope for this document. 165 The OA will be developed between the IETF and ISOC and is expected to 166 include all critical terms, while still enabling maximum unilateral 167 flexibility for the LLC Board. Thus, it is anticipated that the OA 168 will include only basic details about how the Board manages itself or 169 manages LLC staff, so that the LLC Board has flexibility to make 170 changes without amending the OA. The LLC Board can independently 171 develop policy or procedures documents that fill gaps. 173 3. Key Differences from the IASA 1.0 Structure 175 o The IAOC and IAD roles defined in RFC 4071 are eliminated. (NOTE: 176 ONE WG TASK IS TO REPLACE RFC 4071) 178 o The ISOC and IAD responsibilities described in RFC 4071 are 179 assigned to a new organization, IETF Administration LLC. 181 o The Board of Directors of the LLC - formerly a multi-member 182 "manager" of the LLC on behalf of ISOC - will assume the oversight 183 responsibilities of the IAOC. 185 o The Board of the LLC shall be more focused on strategy and 186 oversight, with the Executive Director and their team in charge of 187 day-to-day operations. 189 4. IETF Administration LLC 191 4.1. General LLC Responsibilities 193 The LLC will be established to provide administrative support to the 194 IETF. It will have no authority over the standards development 195 activities of the IETF. 197 The proposed responsibilities of the LLC are: 199 o Operations. The LLC is responsible for supporting the ongoing 200 operations of the IETF, including meetings and non-meeting 201 activities. 203 o Finances. The LLC is responsible for managing the IETF's finances 204 and budget. 206 o Fundraising. The LLC is responsible for raising money on behalf 207 of the IETF. 209 o Compliance. The LLC is responsible for establishing and enforcing 210 policies to ensure compliance with applicable laws, regulations, 211 and rules. 213 The manner by which these responsibilities under the LLC are 214 organized is intended to address the problems described in Sections 215 3.1.1., 3.1.2, and 3.1.3 of [I-D.haberman-iasa20dt-recs]. 216 Specifically, this is intended to bring greater clarity around roles, 217 responsibilities, representation, decision-making, and authority. 219 In addition, by having the LLC manage the IETF's finances and conduct 220 the IETF's fundraising, confusion about who is responsible for 221 representing the IETF to sponsors and who directs the uses of 222 sponsorship funds will be eliminated. Finally, having the LLC reside 223 in a defined, distinct legal entity, and taking responsibility for 224 operations, will enable the organization to execute its own contracts 225 without the need for review and approval by ISOC. 227 4.2. LLC Working Principles 229 The LLC will be expected to conduct its work according to the 230 following proposed principles: 232 o Transparency. The LLC will keep the IETF community reasonably 233 informed about its work and will engage with the community to 234 obtain consensus-based community input on key issues and otherwise 235 as needed. As discusses in [ietf101-slides], whatever doesn't 236 have a specific justification for being kept confidential, should 237 be made public. There must exist a public list of confidential 238 items, describing the nature of the information and the reason for 239 confidentiality. 241 o Responsiveness to the community. The LLC will act consistently 242 with the documented consensus of the IETF community, to be 243 responsive to the community's needs, and adapt its decisions in 244 response to consensus-based community feedback. 246 o Diligence. The LLC will act responsibly so as to minimize risks 247 to IETF participants and to the future of the IETF as a whole, 248 such as financial risks. 250 The transparency and responsiveness principles are designed to 251 address the concern outlined in Section 3.3 of 252 [I-D.haberman-iasa20dt-recs] about the need for improved timeliness 253 of sharing of information and decisions and seeking community 254 comments. The issue of increased transparency was important 255 throughout the IASA 2.0 process, with little to no dissent. It was 256 recognized that there will naturally be a confidentiality requirement 257 about some aspects of hotel contracting, personnel matters, and other 258 narrow areas. 260 4.3. LLC Board Responsibilities 262 The LLC Board will be responsible for conducting oversight of LLC's 263 execution of its responsibilities, as described in Section 4.1. They 264 have duties of loyalty, care, and good faith. This includes the 265 responsibility to: 267 o provide strategic direction for the LLC and to the Executive 268 Director; 270 o hire, supervise, and manage the employment of the role of the 271 Executive Director of LLC, including tasks such as hiring, 272 termination, performance review, amendment of employment terms, 273 the award of compensation and other requisite employment benefits 274 or decisions; 276 o adopting any employee benefit plans; 278 o approving any changes to the LLC governance structure; 280 o exercising a fiduciary duty to ensure that LLC has the financial 281 and business stability that it needs to be able to meet the needs 282 of the IETF, including adopting an annual budget, and as necessary 283 incurring any debt or making other financial arrangements; 285 o approving or entering into agreements that that meet a significant 286 materiality threshold; 288 o exercising a legal duty to ensure that the LLC complies with any 289 applicable tax and other laws; 291 o ensuring that LLC is run in a manner that is transparent and 292 accountable to the IETF community; 294 o recruit new Directors, for consideration in all of the various 295 appointment processes. 297 The Board will be an oversight body, with responsibilities limited to 298 those listed above. It will not directly conduct any of the IETF's 299 administrative work, which is the day-to-day job of the Executive 300 Director at their team. 302 The role of the LLC Board will be to ensure that the strategy and 303 conduct of LLC is consistent with the IETF's needs - both its 304 concrete needs and its needs for transparency and accountability. 305 The Board is not intended to directly define the IETF's needs; to the 306 extent that is required, the IETF community should document its needs 307 in consensus-based RFCs (e.g., as the community is aiming to do in 308 [I-D.ietf-mtgvenue-iaoc-venue-selection-process]) and provide more 309 detailed input via consultations with the LLC Board (such as takes 310 place on email discussion lists or at IETF meetings). 312 As part of the responsibilities outlined above, some of which is 313 outlined further in (TODO: reference board-policies document) the 314 Board shall work to ensure that LLC will: 316 o Act consistently with ISOC's 501(c)(3) status; 318 o Provide accurate financial statements to ISOC on a timely basis; 320 o Prepare its financial reports in accordance with generally 321 accepted accounting principles; 323 o Provide assistance to help facilitate ISOC's tax compliance, 324 including but not limited to assistance related to preparing the 325 Form 990 and responding to any IRS questions and audits; 327 o Obtain appropriate insurance, including commercial general 328 liability insurance with appropriate limits; 330 o Implement risk management and compliance processes in a manner 331 consistent with industry norms. 333 The description below outlines the composition of the LLC Board, 334 selection of LLC Board Directors, and related details. 336 4.4. Executive Director and Staff Responsibilities 338 The LLC shall be led by an Executive Director chosen by the Board. 339 The Executive Director will be responsible for managing the day-to- 340 day operations of the LLC, including hiring staff to perform various 341 operational functions. The Executive Director and any staff may be 342 employees or independent contractors. 344 Allowing for the division of responsibilities among multiple staff 345 members and contractors should hopefully address some of the concerns 346 raised in Section 3.2 (Lack of Resources) and Section 3.4 (Funding/ 347 Operating Model Mismatch and Rising Costs) of 348 [I-D.haberman-iasa20dt-recs]. 350 Based on the amount of work currently undertaken by the IAD and 351 others involved in the IETF administration who are not currently in 352 contracted roles, it is anticipated that the Executive Director may 353 need to hire multiple additional staff members. For example, there 354 will likely be a need for resources to manage fundraising, to manage 355 the various contractors that are engaged to fulfill the IETF's 356 administrative needs, and to support outreach and communications. 358 The IETF currently benefits from the use of contractors for 359 accounting, finance, meeting planning, administrative assistance, 360 legal counsel, tools, and web site support, as well as other services 361 related to the standards process (RFC Editor and IANA). The IETF 362 budget currently reflects specific support from ISOC for 363 communications and fundraising as well as some general support for 364 accounting, finance, legal, and other services. The division of 365 responsibilities between staff and contractors will be at the 366 discretion of the Executive Director and his or her staff. 368 The IETF has a long history of community involvement in the execution 369 of certain administrative functions, in particular development of 370 IETF tools, the NOC's operation of the meeting network, and some 371 outreach and communications activities conducted by the EDU and 372 Mentoring Directorate. The LLC staff would be expected to respect 373 the IETF community's wishes about community involvement in these and 374 other functions going forward as long as the staff feels that they 375 can meet the otherwise-stated needs of the community. Establishing 376 the framework to allow the LLC to staff each administrative function 377 as appropriate may require the IETF community to document its 378 consensus expectations in areas where no documentation currently 379 exists (see Section 8). 381 In summary, the LLC Executive Director, with support from the team 382 that they alone direct and lead, will be responsible for: * 383 Developing and refining an annual budget and other strategic 384 financial planning documents at the direction of the LLC Board. * 385 Executing on the annual budget, including reporting to the LLC Board 386 regularly with forecasts and actual performance to budget. * Hiring 387 and/or contracting the necessary resources to meet their goals, 388 within the defined limits of their authority and within the approved 389 budget. This includes managing and leading any such resources, 390 including performing regular performance reviews. * Following the 391 pre-approval guidelines set forth by the LLC Board for contracts or 392 other decisions that have financial costs that exceed a certain 393 threshold of significance. Such threshold will be set reasonably 394 high so that the need for such approvals is infrequent and only 395 occurs when something is truly significant or otherwise exceptional. 396 It is important to ensure that the Executive Director is sufficiently 397 empowered to perform their job on a day to day basis, being held 398 accountable for meeting high level goals rather than micromanaged. * 399 Regularly updating the LLC Board on operations and other notable 400 issues as reasonable and appropriate. * Ensuring that all staff and/ 401 or other resources comply with any applicable policies established or 402 approved by the LLC Board, such as ethics guidelines and/or a code of 403 conduct. 405 4.5. Board Design Goals 407 A goal of this proposed Board composition is to balance the need for 408 the LLC to be accountable to the IETF community with the need for 409 this Board to have the expertise necessary to oversee a small non- 410 profit corporation. The Board is smaller than the current IAOC and 411 the other leadership bodies of the IETF, in part to keep the Board 412 focused on its rather limited set of strategic responsibilities as 413 noted in Section 4.3. 415 This board structure, with limited strategic responsibilities noted 416 in Section 4.3 and limited size, together with the staff 417 responsibilities noted in Section 4.4, is designed to overcome the 418 challenges described in Section 3.1.4 of [I-D.haberman-iasa20dt-recs] 419 concerning oversight. This establishes a clear line of oversight 420 over staff performance: the Board oversees the Executive Director's 421 performance and has actual legal authority to remove a non-performing 422 Executive Director. The Executive Director is responsible for the 423 day-to-day operation of the LLC. 425 Finally, the Board would be expected to operate transparently, to 426 further address the concern raised in Section 3.3 of 427 [I-D.haberman-iasa20dt-recs]. The default transparency rule arrived 428 at during the IASA 2.0 design process is detailed above in in 429 Section 4.2. The Board will need to establish how it will meet that 430 commitment. 432 4.6. Board Composition 434 The structure of the Board of Directors of the LLC shall be composed 435 of up to seven people as follows: 437 o 4 Appointed by the IETF NomCom, confirmed by the IESG 439 o 1 IETF Chair ex officio or other person selected by the IESG 441 o 1 Appointed by the ISOC Board of Trustees 443 o 1 Appointed by the LLC Board itself, confirmed by IAB 445 4.7. Recruiting LLC Board Directors 447 The LLC Board itself, as well as the community as a whole, should 448 take an active role in recruiting potential new Directors, regardless 449 of the process that may be used to appoint them. In particular, the 450 NomCom is primarily focused on considering requirements expressed by 451 the Board and others, reviewing community feedback on candidates, 452 conducting candidate interviews, and ultimately appointing Directors. 453 The LLC Board and others can recruit potential Directors and get them 454 into the consideration process of the NomCom or other appointing 455 bodies. 457 4.8. LLC Board Director Term Length 459 The term length for a Director shall be three years in length. The 460 exceptions to this guideline will be for the terms for some Directors 461 during the first full formation of the LLC Board in order to 462 establish staggered terms and for any appointments to fill a vacancy. 463 The final exception is if a Director role is occupied by the IETF 464 Chair ex officio, since that person's term length is governed instead 465 by the term lengths established in RFC 7437, Section 3.4. 467 4.9. LLC Board Director Limit 469 A director may serve no more than two consecutive terms, with at 470 least one full term prior to the start of any additional terms. The 471 only exception is if a Director role is occupied by the IETF Chair ex 472 officio, since that person's service is governed instead by the term 473 lengths established in [RFC7437], Section 3.4. 475 The only exception to the two consecutive term rule is for an LLC- 476 appointed Director. For such a Director, they may serve only one 477 term via this appointment method, after which any subsequent terms 478 would be occur via other appointment processes (such as via the 479 NomCom process). 481 The limit on consecutive terms supports the healthy regular 482 introduction of new ideas and energy into the Board and mitigates 483 potential long-term risk of ossification or conflict, without 484 adversely impacting the potential pool of director candidates over 485 time. 487 4.10. Staggered Terms 489 ISOC, the IESG, the Nominating Committee, and the Board shall 490 coordinate with each other to ensure that collectively their 491 appointment processes provide for no more than three Directors' terms 492 concluding in the same year. 494 4.11. LLC Board Director Removal 496 Directors may be removed with or without cause. A vote in favor of 497 removal must be no fewer than the number of Directors less two. 498 Directors may also be removed via the IETF recall process defined in 499 [RFC7437], Section 7. So for example, if there are seven directors, 500 then five votes are required. Directors may also be removed via the 501 IETF recall process defined in [RFC7437], Section 7. 503 4.12. Filling a LLC Board Director Vacancy 505 It shall be the responsibility of each respective body that appointed 506 a Director that vacates the Board to appoint a new Director to fill 507 the vacancy. For example, if a Director appointed by the NomCom 508 departs the Board prior to the end of their term for whatever reason, 509 then it is the responsibility of the NomCom as the original 510 appointing body to designate a replacement that will serve out the 511 remainder of the term of the departed Director. 513 4.13. Interim Board 515 An initial interim Board will be necessary in order to legally form 516 and bootstrap the LLC. As a result, an interim Board will be formed 517 on a temporary basis until the first full board is constituted. 519 The interim Board shall be comprised of: 521 o The current IETF chair, ex officio 523 o The current ISOC chair, ex officio 524 o The current IAOC chair, ex officio 526 o The current IAB chair, ex officio 528 4.14. First Full Board 530 A minimum of five Directors must be seated in order for the Board to 531 be constituted, and the Interim Board to be dissolved. The first 532 full board MUST be formed no later than the end of the first quarter 533 of 2019. Accordingly, the following steps must take place to ensure 534 that this occurs as soon as possible: 536 o The IESG shall make their appointment no later than December 31, 537 2018. 539 o ISOC shall make their appointment no later than December 31, 2018. 541 o The NomCom shall make their appointments no later than December 542 31, 2018. 544 o These initial LLC Board members shall make their appointment(s) 545 before the end of March 2019. 547 4.15. Board Positions 549 Following the formation of the first full LLC Board, and at each 550 subsequent annual meeting of the LLC Board, the Directors shall elect 551 by a majority vote of the LLC Board a Director to serve as Board 552 Chair. The Board may also form committees of the Board and/or define 553 other roles for LLC Board Directors as necessary. 555 5. LLC Policies 557 The Board shall develop policies as necessary to achieve the goals of 558 the LLC, meet transparency expectations of the community, comply with 559 applicable laws or regulations, or for other reasons as appropriate. 560 All policies should be developed with input from the IETF community. 561 Some policies of ISOC may provide a good starting point from which 562 the Board can begin. 564 5.1. Conflict of Interest Policy 566 The Board shall develop a Conflict of Interest policy for the LLC. 567 While the details shall be determined by the Board, at a minimum such 568 policy will include the following: 570 o The IETF, ISOC, IAB, IRTF chair cannot be chair of this LLC Board. 572 o A Director cannot be a paid consultant or employee of the 573 Executive Director or their sub-contractors, nor a paid consultant 574 or employee of ISOC. 576 5.2. Other Policies 578 The Board shall develop additional policies for the LLC as necessary, 579 covering Directors, employees, and contractors, concerning issues 580 such as: 582 o Acceptance of gifts and other non-cash compensation; 584 o Travel and expense reimbursement; 586 o Anti-bribery; 588 o Code of conduct; 590 o Anti-harassment; 592 o Non-discrimination; 594 o Whistleblower; 596 o Document retention; 598 o Export controls; 600 o Anti-terrorism sanctions; 602 o Data protection and privacy; 604 o Social media 606 5.3. Compliance 608 The LLC shall develop and implement a compliance program to ensure 609 its compliance with all applicable laws, rules and regulations, 610 including without limitation laws governing bribery, anti-terrorism 611 sanctions, export controls, data protection/privacy, as well as other 612 applicable policies noted in Section 5. In addition, actions and 613 activities of the LLC must be consistent with 501(c)(3) purposes. 615 The LLC shall report to ISOC on the implementation of its compliance 616 plan on an annual basis. 618 6. Board Voting 620 The Board can hold votes during synchronous live meetings of the 621 Board (including telephonic and video) or via asynchronous written 622 (including electronic) means. Decisions on regular LLC matters shall 623 be made by a 2/3 majority vote in favor, with the exception of 624 removal of a Director as specified in Section 4.11. Absentee voting 625 and voting by proxy shall not be permitted. 627 6.1. Quorum 629 At all meetings of the Board, at least 2/3 of the Directors then in 630 office shall constitute a quorum for the transaction of business. If 631 a quorum shall not be present at any meeting of the Board, the 632 Directors present thereat may adjourn the meeting without notice 633 other than announcement at the meeting, until a quorum shall be 634 present. 636 7. Fundraising Practices 638 When the LLC conducts fundraising, it will substantiate charitable 639 contributions on behalf of ISOC. The LLC will evaluate and 640 facilitate state, federal, and other applicable law and regulatory 641 compliance for ISOC and/or the LLC with respect to such fundraising 642 activities. In addition, the LLC shall ensure that all fundraising 643 activities are conducted in compliance with any policies developed by 644 the LLC, including but not limited to those noted in Section 5. 646 8. Transition Considerations 648 Conducting a transition as envisioned in this document will encompass 649 many different work activities and will require action, involvement, 650 support, and/or feedback from groups and individuals across the IETF 651 community. The transition is likely to proceed in these steps but 652 the community should remain flexible and adapt this plan as changes 653 occur and complications inevitably arise. 655 Phase 1: LLC Formation * The LLC is formed with an Interim Board (see 656 {#interim-board}) * The IAOC continues to operate as usual, such as 657 reviewing and approving the IETF's FY2019 budget * The NomCom is 658 given instructions by the IETF chair to not recruit for 2019 IAOC 659 positions, and instead recruit for LLC Board Directors * An update of 660 RFC 7437 is started, reflecting this change 662 Phase 2: Transition from IAOC to LLC * The LLC's Interim Board and 663 IAOC shall agree to a transition schedule to transition IAOC 664 responsibilities one-by-one to the LLC * This phase MUST conclude 665 prior to the expiration of IAOC member terms in 1Q2019 666 Phase 3: Transition Complete * First full board is seated (see 667 {#first-full-board}) * All responsibilities of the IAOC have been 668 assumed by the LLC * The IAOC can then be shut down 670 8.1. Initial Tasks of the LLC Board 672 The initial tasks of the LLC Board should be prioritized according to 673 legal necessity and relative importance. Below are suggested 674 priorities to consider as and after the LLC is formed. 676 High priority for the Interim Board: 1 - Form the LLC legally 2 - 677 Setup a bank account so that funds can be moved over 3 - Transfer all 678 necessary contracts from ISOC/IAOC to the LLC 4 - Establish & 679 implement a process to pay any employees or contractors, as necessary 680 5 - Agree to a transition schedule with the IAOC 6 - Secure any 681 necessary insurance such as Commercial General Liability and other 682 appropriate insurance policies, with appropriate coverage limits 684 Medium Priority for the Interim Board: 1 - Create a job description 685 for the IETF Executive Director 2 - Initiate the process of beginning 686 to search for an IETF Executive Director and/or outline a process to 687 do so and defer it to the first full board, as appropriate 689 Low Priority for the Interim Board / First Tasks of the Full Board: 1 690 - Develop all necessary LLC policies 2 - Develop all necesssary Board 691 operating procedures and bylaws 3 - Determine the employee benefits/ 692 salary framework and/or make associated staffing decisions 4 - 693 Interview and hire an IETF Executive Director (targeting 1H2019) 695 The first full Board will also need to focus on the following tasks: 696 * Selecting a chair and other positions as necessary * Define and 697 document how the Board will fulfill its transparency obligations to 698 the IETF community * Defining the "significant materiality 699 threshold", above which the Board must approve any contracts, 700 expenditures, or other commitments. 702 Once the Executive Director and any additional staff are hired, it 703 would be expected for LLC to: * Do a thorough review of existing 704 contracts, community volunteer arrangements, and administrative 705 assets to determine the need for initial changes. * Assess areas 706 where the IETF community needs to document its consensus, e.g., 707 expectations about community involvement in NOC or tools efforts. 709 9. Acknowledgments 711 Thanks to Jari Arkko, Richard Barnes, Alissa Cooper, Sean Turner and 712 the IASA 2.0 Working Group for discussions of possible structures, 713 and to the attorneys of Morgan Lewis and Brad Biddle for legal 714 advice. 716 10. Informative References 718 [Diagrams] 719 Barnes, R., "IASA 2.0 Strawman Diagram", n.d., 720 . 722 [Diagrams-no-trust] 723 Barnes, R., "IASA 2.0 Strawman Diagram, IETF Trust Not 724 Shown", n.d., 725 . 727 [I-D.haberman-iasa20dt-recs] 728 Haberman, B., Arkko, J., Daigle, L., Livingood, J., Hall, 729 J., and E. Rescorla, "IASA 2.0 Design Team 730 Recommendations", draft-haberman-iasa20dt-recs-02 (work in 731 progress), April 2018. 733 [I-D.ietf-mtgvenue-iaoc-venue-selection-process] 734 Lear, E., "IETF Plenary Meeting Venue Selection Process", 735 draft-ietf-mtgvenue-iaoc-venue-selection-process-15 (work 736 in progress), May 2018. 738 [ietf101-slides] 739 Hall, J., "IASA 2.0 IETF-101 Slides", n.d., 740 . 743 [ML-memo] Morgan Lewis, "Options for New Organization to Conduct 744 IETF Administrative Support Activities", February 2018, 745 . 748 [RFC2119] Bradner, S., "Key words for use in RFCs to Indicate 749 Requirement Levels", BCP 14, RFC 2119, 750 DOI 10.17487/RFC2119, March 1997, 751 . 753 [RFC7437] Kucherawy, M., Ed., "IAB, IESG, and IAOC Selection, 754 Confirmation, and Recall Process: Operation of the 755 Nominating and Recall Committees", BCP 10, RFC 7437, 756 DOI 10.17487/RFC7437, January 2015, 757 . 759 Authors' Addresses 761 Brian Haberman 762 Johns Hopkins University 764 Email: brian@innovationslab.net 766 Joseph Lorenzo Hall 767 CDT 769 Email: joe@cdt.org 771 Jason Livingood 772 Comcast 774 Email: jason_livingood@comcast.com