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Run idnits with the --verbose option for more detailed information about the items above. -------------------------------------------------------------------------------- 2 IASA2 B. Haberman 3 Internet-Draft Johns Hopkins University 4 Obsoletes: BCP101, RFC4071, RFC4333, J. Hall 5 RFC7691 (if approved) CDT 6 Intended status: Best Current Practice J. Livingood 7 Expires: June 21, 2019 Comcast 8 December 18, 2018 10 Structure of the IETF Administrative Support Activity, Version 2.0 11 draft-ietf-iasa2-rfc4071bis-02 13 Abstract 15 The IETF Administrative Support Activity (IASA) was originally 16 established in 2005. In the years since then, the needs of the IETF 17 evolved in ways that required changes to its administrative 18 structure. The purpose of this document is to document and describe 19 the IASA 2.0 structure. 21 Under IASA 2.0, the work of the IETF's administrative and fundraising 22 tasks is conducted by an administrative organization, the IETF 23 Administration Limited Liability Company ("IETF LLC"). Under this 24 structure, the Internet Administrative Oversight Committee (IAOC) was 25 eliminated, and its oversight and advising functions transferred to 26 the IETF LLC Board. 28 This document describes the structure of the IETF Administrative 29 Support Activity, version 2 (IASA 2.0). It defines the roles and 30 responsibilities of the IETF LLC Board, the IETF Executive Director, 31 and ISOC in the fiscal and administrative support of the IETF 32 standards process. It also defines the membership and selection 33 rules for the IETF LLC Board. 35 This document obsoletes [RFC4071] (BCP101), [RFC4333], and [RFC7691]. 37 Status of This Memo 39 This Internet-Draft is submitted in full conformance with the 40 provisions of BCP 78 and BCP 79. 42 Internet-Drafts are working documents of the Internet Engineering 43 Task Force (IETF). Note that other groups may also distribute 44 working documents as Internet-Drafts. The list of current Internet- 45 Drafts is at https://datatracker.ietf.org/drafts/current/. 47 Internet-Drafts are draft documents valid for a maximum of six months 48 and may be updated, replaced, or obsoleted by other documents at any 49 time. It is inappropriate to use Internet-Drafts as reference 50 material or to cite them other than as "work in progress." 52 This Internet-Draft will expire on June 21, 2019. 54 Copyright Notice 56 Copyright (c) 2018 IETF Trust and the persons identified as the 57 document authors. All rights reserved. 59 This document is subject to BCP 78 and the IETF Trust's Legal 60 Provisions Relating to IETF Documents 61 (https://trustee.ietf.org/license-info) in effect on the date of 62 publication of this document. Please review these documents 63 carefully, as they describe your rights and restrictions with respect 64 to this document. Code Components extracted from this document must 65 include Simplified BSD License text as described in Section 4.e of 66 the Trust Legal Provisions and are provided without warranty as 67 described in the Simplified BSD License. 69 Table of Contents 71 1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . 3 72 2. Scope Limitation . . . . . . . . . . . . . . . . . . . . . . 4 73 2.1. LLC Agreement with the Internet Society . . . . . . . . . 4 74 3. Definitions and Principles . . . . . . . . . . . . . . . . . 5 75 3.1. Terminology . . . . . . . . . . . . . . . . . . . . . . . 5 76 3.2. Key Differences From the Old IASA Structure to IASA 2.0 . 6 77 3.3. General IETF LLC Responsibilities . . . . . . . . . . . . 6 78 3.4. IETF LLC Working Principles . . . . . . . . . . . . . . . 7 79 3.5. Principles of the IETF and ISOC Relationship . . . . . . 8 80 3.6. Relationship of the IETF LLC Board to the IETF Leadership 8 81 3.7. IETF LLC Board Decision Making . . . . . . . . . . . . . 9 82 3.8. Review of IETF Executive Director and IETF LLC Board 83 Decisions . . . . . . . . . . . . . . . . . . . . . . . . 9 84 3.9. Community Consensus and Grant of Authority . . . . . . . 9 85 3.10. Termination and Change . . . . . . . . . . . . . . . . . 10 86 4. Structure of the IASA2 . . . . . . . . . . . . . . . . . . . 10 87 4.1. IETF Executive Director and Staff Responsibilities . . . 10 88 4.2. IETF LLC Board Responsibilities . . . . . . . . . . . . . 11 89 4.3. Board Design Goals . . . . . . . . . . . . . . . . . . . 13 90 5. IETF LLC Board Membership, Selection and Accountability . . . 14 91 5.1. Board Composition . . . . . . . . . . . . . . . . . . . . 14 92 5.2. IETF LLC-Appointed Directors . . . . . . . . . . . . . . 14 93 5.3. Recruiting IETF LLC Board Directors . . . . . . . . . . . 14 94 5.4. IETF LLC Board Director Term Length . . . . . . . . . . . 15 95 5.5. IETF LLC Board Director Limit . . . . . . . . . . . . . . 15 96 5.6. Staggered Terms . . . . . . . . . . . . . . . . . . . . . 16 97 5.7. IETF LLC Board Director Removal . . . . . . . . . . . . . 16 98 5.8. Filling an IETF LLC Board Director Vacancy . . . . . . . 16 99 5.9. Quorum . . . . . . . . . . . . . . . . . . . . . . . . . 16 100 5.10. Board Voting . . . . . . . . . . . . . . . . . . . . . . 16 101 5.11. Interim Board . . . . . . . . . . . . . . . . . . . . . . 17 102 5.12. Board Positions . . . . . . . . . . . . . . . . . . . . . 17 103 6. IETF LLC Funding . . . . . . . . . . . . . . . . . . . . . . 17 104 6.1. Financial Statements . . . . . . . . . . . . . . . . . . 18 105 6.2. Bank and Investment Accounts . . . . . . . . . . . . . . 18 106 6.3. Financial Audits . . . . . . . . . . . . . . . . . . . . 18 107 6.4. ISOC Financial Support . . . . . . . . . . . . . . . . . 18 108 6.5. IETF Meeting Revenues . . . . . . . . . . . . . . . . . . 18 109 6.6. Donations to the IETF LLC . . . . . . . . . . . . . . . . 19 110 6.7. Funding Supports the IETF . . . . . . . . . . . . . . . . 19 111 6.8. Charitable Fundraising Practices . . . . . . . . . . . . 19 112 6.9. Operating Reserve . . . . . . . . . . . . . . . . . . . . 20 113 6.10. Annual Budget Process . . . . . . . . . . . . . . . . . . 20 114 7. IETF LLC Policies . . . . . . . . . . . . . . . . . . . . . . 20 115 7.1. Conflict of Interest Policy . . . . . . . . . . . . . . . 21 116 7.2. Other Policies . . . . . . . . . . . . . . . . . . . . . 21 117 7.3. Compliance . . . . . . . . . . . . . . . . . . . . . . . 22 118 8. Three-Year Assessment . . . . . . . . . . . . . . . . . . . . 22 119 9. Security Considerations . . . . . . . . . . . . . . . . . . . 22 120 10. IANA Considerations . . . . . . . . . . . . . . . . . . . . . 22 121 11. Acknowledgments . . . . . . . . . . . . . . . . . . . . . . . 22 122 12. References . . . . . . . . . . . . . . . . . . . . . . . . . 22 123 12.1. Normative References . . . . . . . . . . . . . . . . . . 23 124 12.2. Informative References . . . . . . . . . . . . . . . . . 23 125 Authors' Addresses . . . . . . . . . . . . . . . . . . . . . . . 25 127 1. Introduction 129 The IETF Administrative Support Activity (IASA) was originally 130 established in 2005. In the years since then, the needs of the IETF 131 evolved in ways that required changes to its administrative 132 structure. The purpose of this document is to document and describe 133 the IASA 2.0 structure. 135 Under IASA 2.0, the work of the IETF's administrative and fundraising 136 tasks is conducted by an administrative organization, the IETF 137 Administration Limited Liability Company ("IETF LLC"). Under this 138 structure, the Internet Administrative Oversight Committee (IAOC) is 139 eliminated, and its oversight and advising functions transferred to 140 the IETF LLC Board. 142 [I-D.haberman-iasa20dt-recs] discusses the challenges facing the 143 original IASA structure as well as several options for reorganizing 144 the IETF's administration under different legal structures. This 145 document outlines how the chosen option is structured and describes 146 how the organization fits together with existing and new IETF 147 community structures. 149 The point of the IASA2 WG and process has been to solicit community 150 input about how to address the challenges identified in 151 [I-D.haberman-iasa20dt-recs], and included much debate on the IASA2 152 mailing list and the IASA2 working group meetings at IETF 101 153 [ietf101-slides] and IETF 102 [ietf102-slides]. 155 Under IASA 2.0, most of the responsibilities that [RFC4071] assigned 156 to the IETF Administrative Director (IAD) and the Internet Society 157 (ISOC) were transferred to the IETF LLC and IETF Administration LLC 158 Executive Director (IETF Executive Director). It is the job of the 159 IETF LLC to meet the administrative needs of the IETF and to ensure 160 that the IETF LLC meets the needs of the IETF community. 162 Eliminating the IAOC meant that changes were required in how trustees 163 could be appointed to the IETF Trust. The details of how this is 164 done are outside the scope of this document but are covered in 165 [I-D.ietf-iasa2-trust-update]. 167 This document obsoletes [RFC4071], which specified the original IASA, 168 [RFC4333], which specified the selection guidelines and process for 169 IAOC members and [RFC7691], which specified terms for IAOC members. 171 2. Scope Limitation 173 The document does not propose any changes related to the standards 174 process as currently conducted by the Internet Engineering Steering 175 Group (IESG) and Internet Architecture Board (IAB). In addition, no 176 changes are made to the appeals chain, the process for making and 177 confirming IETF and IAB appointments, the technical work of the 178 Internet Research Task Force (IRTF), or to ISOC's membership in or 179 support of other organizations. 181 2.1. LLC Agreement with the Internet Society 183 The LLC Agreement between the IETF LLC and ISOC [IETF-LLC-A] is also 184 out of scope for this document, however this document depends on the 185 LLC Agreement and will refer to it for certain aspects of the legal 186 relationship between the IETF LLC and ISOC. The LLC Agreement was 187 developed between legal representatives of the IETF and ISOC and 188 includes all critical terms of the relationship, while still enabling 189 maximum unilateral flexibility for the IETF LLC Board. The LLC 190 Agreement includes only basic details about how the IETF LLC Board 191 manages itself or manages IETF LLC staff, so that the IETF LLC Board 192 has flexibility to make changes without amending the agreement. The 193 IETF LLC Board can independently develop policy or procedures 194 documents that fill gaps. 196 3. Definitions and Principles 198 3.1. Terminology 200 Although most of the terms, abbreviations, and acronyms used in this 201 document are reasonably well known, first-time readers may find some 202 terminology confusing. This section therefore attempts to provide a 203 quick summary. 205 IAB: Internet Architecture Board (see [RFC2026], [RFC2850]). 207 IAD: IETF Administrative Director, a role obsoleted by this document 208 and the ISOC/IETF LLC Agreement ([IETF-LLC-A]) and replaced by the 209 IETF LLC Executive Director. 211 IAOC: IETF Administrative Oversight Committee, a committee that 212 oversaw IETF administrative activity, obsoleted by this document and 213 replaced by the IETF LLC Board. (The IETF Trust function of the 214 former IAOC was not included in the new responsibilities of the IETF 215 LLC Board (See [I-D.ietf-iasa2-trust-update]).) 217 IASA: The IETF Administrative Support Activity, defined by [RFC4071] 218 and updated by this document and the ISOC/IETF LLC Agreement 219 ([IETF-LLC-A]). 221 IASA 2.0: Version 2.0 of the IETF Administrative Support Activity, 222 defined by this document. 224 IESG: Internet Engineering Steering Group (see [RFC2026], [RFC3710]). 226 IETF: Internet Engineering Task Force (see [RFC3233]). 228 IETF Administration LLC: The legal entity - a disregarded Limited 229 Liability Company (LLC) of The Internet Society - established to 230 house IASA2, specified by the ISOC/IETF LLC Agreement ([IETF-LLC-A]) 231 and referred to as "IETF LLC". 233 IETF LLC Executive Director: the executive director for the IETF 234 Administration Limited Liability Company, responsible for day-to-day 235 administrative and operational direction (See Section 4.1). Also 236 referred to as "IETF Executive Director". (Note that the title of 237 "IETF Executive Director" in older documents such as [RFC2026] is now 238 "Managing Director, IETF Secretariat".) 239 IETF LLC Board: The Board of Directors of the IETF LLC. (The IETF 240 LLC Board is formally a multi-member "manager" of the IETF LLC on 241 behalf of ISOC (See Section 4.2).) 243 ISOC: Internet Society (see [RFC2031] and [ISOC]). 245 3.2. Key Differences From the Old IASA Structure to IASA 2.0 247 o The IAOC and IAD roles defined in RFC 4071 are eliminated. 249 o The former ISOC and IAD responsibilities are assigned to a new 250 organization, IETF Administration LLC. 252 o The Board of Directors of the IETF LLC - formally a multi-member 253 "manager" of the IETF LLC on behalf of ISOC - assume the oversight 254 responsibilities of the IAOC. 256 o The Board of the IETF LLC is more focused on strategy and 257 oversight than the IAOC was, with the IETF Executive Director and 258 their team in charge of day-to-day operations. 260 o The IAD role is replaced with the IETF Executive Director role. 262 o The role that was previously referred to as "IETF Executive 263 Director" in older documents such as [RFC2026] is replaced with 264 "Managing Director, IETF Secretariat". 266 3.3. General IETF LLC Responsibilities 268 The IETF LLC is established to provide administrative support to the 269 IETF. It has no authority over the standards development activities 270 of the IETF. 272 The responsibilities of the IETF LLC are: 274 o Operations. The IETF LLC is responsible for supporting the 275 ongoing operations of the IETF, including meetings and non-meeting 276 activities. 278 o Finances. The IETF LLC is responsible for managing the IETF's 279 finances and budget. 281 o Fundraising. The IETF LLC is responsible for raising money on 282 behalf of the IETF. 284 o Compliance. The IETF LLC is responsible for establishing and 285 enforcing policies to ensure compliance with applicable laws, 286 regulations, and rules. 288 The manner by which these responsibilities under the IETF LLC are 289 organized is intended to address the problems described in Sections 290 3.1.1., 3.1.2, and 3.1.3 of [I-D.haberman-iasa20dt-recs]. 291 Specifically, this is intended to bring greater clarity around roles, 292 responsibilities, representation, decision-making, and authority. 294 In addition, by having the IETF LLC manage the IETF's finances and 295 conduct the IETF's fundraising, confusion about who is responsible 296 for representing the IETF to sponsors and who directs the uses of 297 sponsorship funds should have been eliminated. Finally, having the 298 IETF LLC reside in a defined, distinct legal entity, and taking 299 responsibility for operations, enables the organization to execute 300 its own contracts without the need for review and approval by ISOC. 302 3.4. IETF LLC Working Principles 304 The IETF LLC is expected to conduct its work according to the 305 following principles, subject to any reasonable confidentiality 306 obligations: 308 o Transparency. The IETF LLC is expected to keep the IETF community 309 informed about its work and to engage with the community to obtain 310 consensus-based community input on key issues and otherwise as 311 needed. The IETF community expects complete visibility into the 312 financial and legal structure of the IETF LLC. This includes 313 information about the IETF LLC annual budget and associated 314 regular financial reports, results of financial and any other 315 independent audits, tax filings, significant contracts or other 316 significant long-term financial commitments that bind the IETF 317 LLC. As discussed in [ietf101-slides], whatever doesn't have a 318 specific justification for being kept confidential is expected to 319 be made public. The IETF LLC Board is expected to develop and 320 maintain a public list of confidential items, describing the 321 nature of the information and the reason for confidentiality. 323 o Responsiveness to the community. The IETF LLC is expected to act 324 consistently with the documented consensus of the IETF community, 325 to be responsive to the community's needs, and to adapt its 326 decisions in response to consensus-based community feedback. 328 o Diligence. The IETF LLC is expected to act responsibly so as to 329 minimize risks to IETF participants and to the future of the IETF 330 as a whole, such as financial risks. 332 o Unification: The IETF LLC is responsible for providing unified 333 legal, financial, and administrative support for operation of the 334 IETF, IAB, IESG, IRTF, and RFC Editor. 336 o Transfer or Dissolution: Consistent with [IETF-LLC-A], the IETF 337 LLC subsidiary may be transferred from ISOC to another 338 organization, at the request of either party. Similarly, the IETF 339 LLC may be dissolved if necessary. Should either event occur, the 340 IETF community should be closely involved in any decisions and 341 plans, and any tranfer, transition, or dissolution conducted 342 carefully and with minimal potential disruption to the IETF. 344 The transparency and responsiveness principles are designed to 345 address the concern outlined in Section 3.3 of 346 [I-D.haberman-iasa20dt-recs] about the need for improved timeliness 347 of sharing of information and decisions and seeking community 348 comments. The issue of increased transparency was important 349 throughout the IASA 2.0 process, with little to no dissent. It was 350 recognized that there will naturally be a confidentiality requirement 351 about some aspects of hotel contracting, personnel matters, and other 352 narrow areas. 354 3.5. Principles of the IETF and ISOC Relationship 356 ISOC and the IETF have historically been philosophically aligned. 357 The principles of the relationship between the IETF and ISOC are 358 outlined in [I-D.ietf-iasa2-rfc2031bis]. ISOC's connection with the 359 IETF community has always played an important role in its policy 360 work. ISOC has always been an advocate for multistakeholder 361 processes, which includes the technical community. Open standards 362 are an explicit part of one of the focus areas in ISOC's mission: 363 Advancing the development and application of Internet infrastructure, 364 technologies, and open standards. 366 On a practical level, the IETF LLC is a distinct entity (a 367 disregarded entity) of ISOC. The IETF remains responsible for the 368 development and quality of the Internet Standards. ISOC aids the 369 IETF by providing it a legal entity within which the IETF LLC exists, 370 as well as with financial support. ISOC has no influence whatsoever 371 on the technical content of Internet Standards. 373 3.6. Relationship of the IETF LLC Board to the IETF Leadership 375 The IETF LLC Board is directly accountable to the IETF community for 376 the performance of the IASA 2.0. However, the nature of the IETF LLC 377 Board's work involves treating the IESG and IAB as major internal 378 customers of the administrative support services. The IETF LLC Board 379 and the IETF Executive Director should not consider their work 380 successful unless the IESG and IAB are also satisfied with the 381 administrative support that the IETF is receiving. 383 3.7. IETF LLC Board Decision Making 385 The IETF LLC Board attempts to reach consensus on all decisions. If 386 the IETF LLC Board cannot achieve a consensus decision, then the IETF 387 LLC Board may decide by voting. 389 The IETF LLC Board decides the details about its decision-making 390 rules, including its rules for quorum (see Section 5.9), conflict of 391 interest (see Section 7.1), and breaking of ties. These rules are 392 expected to be public. 394 All IETF LLC Board decisions are expected to be recorded in IETF LLC 395 Board minutes, and IETF LLC Board minutes are expected to be 396 published in a timely fashion. 398 3.8. Review of IETF Executive Director and IETF LLC Board Decisions 400 The IETF LLC Board is directly accountable to the IETF community for 401 the performance of the IASA 2.0, including hiring and managing the 402 IETF Executive Director. In extreme cases of dissatisfaction with 403 the IETF LLC, the IETF community can utilize the recall process as 404 noted in Section 5.7. 406 Anyone in the community of IETF participants may ask the IETF LLC 407 Board for a formal review of a decision or action by the IETF 408 Executive Director or IETF LLC Board if they believe this was not 409 undertaken in accordance with IETF BCPs or IASA 2.0 operational 410 guidelines. 412 A formal request for review must be addressed to the IETF LLC Board 413 chair and must include a description of the decision or action to be 414 reviewed, an explanation of how, in the requestor's opinion, the 415 decision or action violates the BCPs or IASA 2.0 operational 416 guidelines, and a suggestion for how the situation could be 417 rectified. 419 The IETF LLC shall respond to such requests within a reasonable 420 period, typically within 90 days, and shall publicly publish 421 information about the request and the corresponding response and/or 422 result. 424 3.9. Community Consensus and Grant of Authority 426 The IETF is a consensus-based group, and authority to act on behalf 427 of the community requires a high degree of consensus and the 428 continued consent of the community. After a careful process of 429 deliberation, a broad-based community consensus emerged to house the 430 administration of the IETF within the IETF LLC as a disregarded 431 entity of the Internet Society. This document reflects that 432 consensus. 434 3.10. Termination and Change 436 Any major change to the IASA 2.0 arrangements shall require a similar 437 level of community consensus and deliberation and shall be reflected 438 by a subsequent Best Current Practice (BCP) document. 440 4. Structure of the IASA2 442 4.1. IETF Executive Director and Staff Responsibilities 444 The IETF LLC is led by an IETF Executive Director chosen by the 445 Board. The IETF Executive Director is responsible for managing the 446 day-to-day operations of the IETF LLC, including hiring staff to 447 perform various operational functions. The IETF Executive Director 448 and any staff may be employees or independent contractors. 450 Allowing for the division of responsibilities among multiple staff 451 members and contractors is designed to address some of the concerns 452 raised in Section 3.2 (Lack of Resources) and Section 3.4 (Funding/ 453 Operating Model Mismatch and Rising Costs) of 454 [I-D.haberman-iasa20dt-recs]. 456 Based on the amount of work previously undertaken by the IAD and 457 others involved in the IETF administration, the design of the IETF 458 LLC anticipated that the IETF Executive Director may need to hire 459 multiple additional staff members. For example, resources to manage 460 fundraising, to manage the various contractors that are engaged to 461 fulfill the IETF's administrative needs, and to support outreach and 462 communications were envisioned. 464 The IETF has historically benefitted from the use of contractors for 465 accounting, finance, meeting planning, administrative assistance, 466 legal counsel, tools, and web site support, as well as other services 467 related to the standards process (RFC Editor and IANA). Prior to 468 making the transition from IASA to IASA 2.0, the IETF budget 469 reflected specific support from ISOC for communications and 470 fundraising as well as some general support for accounting, finance, 471 legal, and other services. The division of responsibilities between 472 staff and contractors is at the discretion of the IETF Executive 473 Director and their staff. 475 The IETF has a long history of community involvement in the execution 476 of certain administrative functions, in particular development of 477 IETF tools, the NOC's operation of the meeting network, and some 478 outreach and communications activities conducted by the Education and 479 Mentoring Directorate. The IETF LLC staff is expected to respect the 480 IETF community's wishes about community involvement in these and 481 other functions going forward as long as the staff feels that they 482 can meet the otherwise-stated needs of the community. Establishing 483 the framework to allow the IETF LLC to staff each administrative 484 function as appropriate may require the IETF community to document 485 its consensus expectations in areas where no documentation currently 486 exists. 488 In summary, the IETF Executive Director, with support from the team 489 that they alone direct and lead, is responsible for: 491 o Developing and refining an annual budget and other strategic 492 financial planning documents at the direction of the IETF LLC 493 Board. 495 o Executing on the annual budget, including reporting to the IETF 496 LLC Board regularly with forecasts and actual performance to 497 budget. 499 o Hiring and/or contracting the necessary resources to meet their 500 goals, within the defined limits of their authority and within the 501 approved budget. This includes managing and leading any such 502 resources, including performing regular performance reviews. 504 o Following the pre-approval guidelines set forth by the IETF LLC 505 Board for contracts or other decisions that have financial costs 506 that exceed a certain threshold of significance. Such thresholds 507 are expected to be set reasonably high so that the need for such 508 approvals is infrequent and only occurs when something is truly 509 significant or otherwise exceptional. It is expected that the 510 IETF Executive Director is sufficiently empowered to perform their 511 job on a day-to-day basis, being held accountable for meeting high 512 level goals rather than micromanaged. 514 o Regularly updating the IETF LLC Board on operations and other 515 notable issues as reasonable and appropriate. 517 o Ensuring that all staff and/or other resources comply with any 518 applicable policies established or approved by the IETF LLC Board, 519 such as ethics guidelines and/or a code of conduct. 521 4.2. IETF LLC Board Responsibilities 523 The IETF LLC Board is responsible for conducting oversight of the 524 IETF LLC's execution of its responsibilities, as described in 525 Section 3.3. They have duties of loyalty, care, and good faith. 526 This includes the responsibility to: 528 o provide strategic direction for the IETF LLC to the IETF Executive 529 Director; 531 o hire, supervise, and manage the employment of the role of the IETF 532 Executive Director of the IETF LLC, including tasks such as 533 hiring, termination, performance review, amendment of employment 534 terms, the award of compensation and other requisite employment 535 benefits or decisions; 537 o adopting any employee benefit plans; 539 o exercising a fiduciary duty to ensure that IETF LLC has the 540 financial and business stability that it needs to be able to meet 541 the needs of the IETF, including adopting an annual budget, and as 542 necessary incurring any debt or making other financial 543 arrangements; 545 o approving or entering into agreements that meet a significant 546 materiality threshold; 548 o exercising a legal duty to ensure that the IETF LLC complies with 549 any applicable tax and other laws; 551 o ensuring that IETF LLC is run in a manner that is transparent and 552 accountable to the IETF community; 554 o recruiting new Directors, for consideration in all of the various 555 appointment processes. 557 The IETF LLC Board is an oversight body, with responsibilities 558 limited to those listed above. It does not directly conduct any of 559 the IETF's administrative work, which is the day-to-day job of the 560 IETF Executive Director and their team. Per Section 5(d) of the LLC 561 Agreement [IETF-LLC-A], the Board must provide the IETF community 562 with an opportunity to review and discuss any proposed changes to the 563 IETF LLC structure prior to their adoption. 565 The role of the IETF LLC Board is to ensure that the strategy and 566 conduct of the IETF LLC is consistent with the IETF's needs - both 567 its concrete needs and its needs for transparency and accountability. 568 The Board is not intended to directly define the IETF's needs; to the 569 extent that is required, the IETF community should document its needs 570 in consensus-based RFCs (e.g., as the community did in 571 [I-D.ietf-mtgvenue-iaoc-venue-selection-process]) and provide more 572 detailed input via consultations with the IETF LLC Board (such as 573 takes place on email discussion lists or at IETF meetings). 575 As part of the responsibilities outlined above the Board is expected 576 to work to ensure that IETF LLC: 578 o Acts consistently with ISOC's 501(c)(3) status; 580 o Provides accurate financial statements to ISOC on a timely basis; 582 o Prepares its financial reports in accordance with generally 583 accepted accounting principles; 585 o Provides assistance to help facilitate ISOC's tax compliance, 586 including but not limited to assistance related to preparing the 587 Form 990 and responding to any IRS questions and audits; 589 o Obtains appropriate insurance, including commercial general 590 liability insurance with appropriate limits; 592 o Implements risk management and compliance processes in a manner 593 consistent with industry norms. 595 The description below outlines the composition of the IETF LLC Board, 596 selection of IETF LLC Board Directors, and related details. 598 4.3. Board Design Goals 600 A goal of this Board composition is to balance the need for the IETF 601 LLC to be accountable to the IETF community with the need for this 602 Board to have the expertise necessary to oversee a small non-profit 603 corporation. The Board is smaller than the previous IAOC and the 604 other leadership bodies of the IETF, in part to keep the Board 605 focused on its rather limited set of strategic responsibilities as 606 noted in Section 4.2. 608 This board structure, with limited strategic responsibilities noted 609 in Section 4.2 and limited size, together with the staff 610 responsibilities noted in Section 4.1, is designed to overcome the 611 challenges described in Section 3.1.4 of [I-D.haberman-iasa20dt-recs] 612 concerning oversight. This establishes a clear line of oversight 613 over staff performance: the IETF LLC Board oversees the IETF 614 Executive Director's performance and has actual legal authority to 615 remove a non-performing IETF Executive Director. The IETF Executive 616 Director is responsible for the day-to-day operation of the IETF LLC. 618 Finally, the IETF LLC Board would be expected to operate 619 transparently, to further address the concern raised in Section 3.3 620 of [I-D.haberman-iasa20dt-recs]. The default transparency rule 621 arrived at during the IASA 2.0 design process is detailed above in 622 Section 3.4. The Board will need to establish how it will meet that 623 commitment. 625 5. IETF LLC Board Membership, Selection and Accountability 627 5.1. Board Composition 629 There is a minimum of 5 directors, expandable to 6 or 7. 631 o 1 IETF Chair or delegate selected by the IESG 633 o 1 Appointed by the ISOC Board of Trustees 635 o 3 Selected by the IETF NomCom, confirmed by the IESG 637 o Up to 2 Appointed by the IETF LLC board itself, on an as-needed 638 basis, confirmed by the IESG 640 For the first slot listed above, the presumption is that the IETF 641 Chair will serve on the board. At the IESG's discretion, another 642 area director may serve instead, or exceptionally the IESG may run a 643 selection process to appoint a director. The goal of having this 644 slot on the board is to maintain coordination and communication 645 between the board and the IESG. 647 5.2. IETF LLC-Appointed Directors 649 As noted above, a maximum of two Directors may be appointed by the 650 IETF LLC Board. They can obviously choose to appoint none, one, or 651 two. These appointments need not be on an exceptional basis, but 652 rather be routine, and may occur at any time of the year since it is 653 on an as-needed basis. 655 The appointment of an IETF LLC Board-appointed Director requires a 656 2/3rd-majority vote of the Directors then in office, and the 657 appointee shall take office immediately upon appointment. The term 658 of each appointment is designated by the Board, with the maximum term 659 being three years, or until their earlier resignation, removal or 660 death. The Board may decide on a case-by-case basis how long each 661 term shall be, factoring in the restriction for consecutive terms in 662 Section 5.4. 664 5.3. Recruiting IETF LLC Board Directors 666 The IETF LLC Board itself is expected to take an active role in 667 recruiting potential new Directors, regardless of the process that 668 may be used to appoint them. In particular, the NomCom is primarily 669 focused on considering requirements expressed by the Board and 670 others, reviewing community feedback on candidates, conducting 671 candidate interviews, and ultimately appointing Directors. The IETF 672 LLC Board and others can recruit potential Directors and get them 673 into the consideration process of the NomCom or other appointing 674 bodies. 676 5.4. IETF LLC Board Director Term Length 678 The term length for a Director is three years. The exceptions to 679 this guideline are: 681 o For the terms for some Directors during the first full formation 682 of the IETF LLC Board in order to establish staggered terms and 683 for any appointments to fill a vacancy. 685 o The Director slot occupied by the IETF Chair ex officio or a 686 delegate selected by the IESG will serve a two-year term. This 687 makes the term length for this slot the same as the term lengths 688 established in [I-D.ietf-iasa2-rfc7437bis], Section 3.4. 690 5.5. IETF LLC Board Director Limit 692 A director may serve no more than two consecutive terms, with at 693 least one full term prior to the start of any additional terms 694 (meaning a director cannot serve a third term until three years has 695 passed). An exception is if a Director role is occupied by the IETF 696 Chair ex officio, since that person's service is governed instead by 697 the term lengths established in [I-D.ietf-iasa2-rfc7437bis], 698 Section 3.4. 700 An exception to the two consecutive term rule is for an IETF LLC- 701 appointed Director. For such a Director, they may serve only one 702 term via this appointment method, after which any subsequent terms 703 would be occur via other appointment or selection processes (such as 704 via the NomCom process). 706 Lastly, partial terms of less than three years for the initial 707 appointments to the first full board, for which some Directors will 708 have terms of one or two years, do not count against the term limit. 710 The limit on consecutive terms supports the healthy regular 711 introduction of new ideas and energy into the Board and mitigates 712 potential long-term risk of ossification or conflict, without 713 adversely impacting the potential pool of director candidates over 714 time. 716 5.6. Staggered Terms 718 The Internet Society Board of Trustees, the IESG, the Nominating 719 Committee, and the Board are expected to coordinate with each other 720 to ensure that collectively their appointment or selection processes 721 provide for no more than three Directors' terms concluding in the 722 same year. 724 5.7. IETF LLC Board Director Removal 726 Directors may be removed with or without cause. A vote in favor of 727 removal must be no fewer than the number of Directors less two. So 728 for example, if there are seven directors, then five votes are 729 required. Directors may also be removed via the IETF recall process 730 defined in [I-D.ietf-iasa2-rfc7437bis], Section 7. 732 5.8. Filling an IETF LLC Board Director Vacancy 734 It shall be the responsibility of each respective body that appointed 735 or selected a Director that vacates the Board to appoint a new 736 Director to fill the vacancy. For example, if a Director selected by 737 the NomCom departs the Board prior to the end of their term for 738 whatever reason, then it is the responsibility of the NomCom (using 739 its mid-term rules, as specified in [RFC8318], Section 3.5) as the 740 original appointing body to designate a replacement that will serve 741 out the remainder of the term of the departed Director. However, 742 this obligation will not apply to vacancies in Board-appointed 743 positions. 745 5.9. Quorum 747 At all meetings of the Board, at least 2/3 of the Directors then in 748 office constitute a quorum for the transaction of business. If a 749 quorum is not be present at any meeting of the Board, the Directors 750 present may adjourn the meeting without notice other than 751 announcement at the meeting, until a quorum is present. 753 5.10. Board Voting 755 The Board can hold votes during live meetings of the Board (including 756 telephonic and video) or via asynchronous written (including 757 electronic) means. A given vote shall be either conducted entirely 758 during a live meeting or entirely via asynchronous written means, not 759 a mix of the two. Decisions on regular IETF LLC matters require a 760 2/3 majority vote in favor, with the exception of removal of a 761 Director as specified in Section 5.7. Absentee voting and voting by 762 proxy are not permitted. 764 5.11. Interim Board 766 An initial interim Board was necessary in order to legally form and 767 bootstrap the IETF LLC. As a result, an Interim Board was formed on 768 a temporary basis until the first full board was constituted. The 769 Interim Board was expected to conclude no later than the end of the 770 104th meeting of the IETF, in March 2019. 772 The interim Board was comprised of: 774 o The IETF chair, ex officio 776 o The IAOC chair, ex officio 778 o The IAB chair, ex officio 780 o One ISOC trustee, selected by the ISOC Board of Trustees 782 5.12. Board Positions 784 Following the formation of the first full IETF LLC Board, and at each 785 subsequent annual meeting of the IETF LLC Board, the Directors are 786 expected to elect by a majority vote of the IETF LLC Board a Director 787 to serve as Board Chair. The Board may also form committees of the 788 Board and/or define other roles for IETF LLC Board Directors as 789 necessary. 791 6. IETF LLC Funding 793 The IETF LLC must function within a budget of costs balanced against 794 limited revenues. The IETF community expects the IETF LLC to work to 795 attain that goal, in order to maintain a viable IETF support function 796 that provides the environment within which the IETF's technical work 797 can remain vibrant and productive. 799 The IETF LLC generates income from a few key sources at the time that 800 this document was written, as enumerated below. Additional sources 801 of income may be developed in the future, within the general bounds 802 noted in Section 6.8, and some of these may decline in relevance or 803 go away. As a result this list is subject to change over time and is 804 merely an example of the primary sources of income for the IETF LLC 805 at the time of this writing: 807 1. ISOC support 809 2. IETF meeting revenues 811 3. Donations to the IETF LLC (monetary and/or in-kind) 813 6.1. Financial Statements 815 As noted in Section 4.2, the IETF LLC must comply with relevant tax 816 laws, such as filing an annual IRS Form 990. Other official 817 financial statements may also be required. 819 In addition to these official financial statements and forms, the 820 IETF LLC is also expected to report on a regular basis to the IETF 821 community on the current and future annual budget, budget forecasts 822 vs. actuals over the course of a fiscal year, and on other 823 significant projects as needed. This regular reporting to the IETF 824 community is expected to be reported in the form of standard 825 financial statements that reflect the income, expenses, assets, and 826 liabilities of the IETF LLC. 828 6.2. Bank and Investment Accounts 830 The IETF LLC maintains its own bank account, separate and distinct 831 from ISOC. The IETF LLC may at its discretion create additional 832 accounts as needed. Similarly, the IETF LLC may as needed create 833 investment accounts in support of its financial goals and objectives. 835 6.3. Financial Audits 837 The IETF LLC is expected to retain and work with an independent 838 auditor. Reports from the auditor are expected to be shared with the 839 IETF community and other groups and organizations as needed or as 840 required by law. 842 6.4. ISOC Financial Support 844 ISOC currently provides significant financial support to the IETF 845 LLC. Exhibit B of the [IETF-LLC-A] summarizes the one-time and on- 846 going financial support from ISOC for the forseeable future. It is 847 expected that this support will be periodically reviewed and revised, 848 via a cooperative assessment process between ISOC and the IETF LLC. 850 6.5. IETF Meeting Revenues 852 Meeting revenues are another important source of funding that 853 supports the IETF, comining mainly from the fees paid by IETF meeting 854 participants. The IETF Executive Director sets those meeting fees, 855 in consultation with the IETF LLC and the IETF community, with formal 856 approval by the IETF LLC. Setting these fees and projecting the 857 number of participants at future meetings is a key part of the annual 858 budget process. 860 6.6. Donations to the IETF LLC 862 Donations are an essential component of the financial support for the 863 IETF. Within the general bounds noted in Section 6.8, the IETF LLC 864 is responsible for fundraising activities in order to establish, 865 maintain, and grow a strong foundation of donation revenues. This 866 can and does include both direct financial contributions as well as 867 in-kind contributions, such as equipment, software licenses, and 868 services. 870 Donations to the IETF LLC do not (and must not) convey to donors any 871 special oversight or direct influence over the IETF's technical work 872 or other activities of the IETF or IETF LLC. This helps ensure that 873 no undue influence may be ascribed to those from whom funds are 874 raised, and so helps to maintain an open and consensus-based IETF 875 standards process. 877 To the extent that the IETF LLC needs to undertake any significant 878 special projects for the IETF, the IETF LLC may need to fundraise 879 distinctly for those special projects. As a result, the IETF LLC may 880 conduct fundraising to support the IETF in general as well as one or 881 more special fundraising efforts (which may also be accounted for 882 distinctly and be held in a separate bank account or investment, as 883 needed). 885 6.7. Funding Supports the IETF 887 The IETF LLC exists to support the IETF. Therefore, the IETF LLC's 888 funding and all revenues, in-kind contributions, and other income 889 that comprise that funding shall be used solely to support IETF- 890 related activities and for no other purposes. 892 6.8. Charitable Fundraising Practices 894 When the IETF LLC conducts fundraising, it substantiates charitable 895 contributions on behalf of ISOC - meaning that according to US tax 896 law, the IETF LLC must send a written acknowledgment of contributions 897 to donors. The IETF LLC evaluates and facilitates state, federal, 898 and other applicable law and regulatory compliance for ISOC and/or 899 the LLC with respect to such fundraising activities. In addition, 900 the IETF LLC ensures that all fundraising activities are conducted in 901 compliance with any policies developed by the IETF LLC, including but 902 not limited to those noted in Section 7. 904 6.9. Operating Reserve 906 An initial target operating reserve has been specified in Exhibit B 907 of the [IETF-LLC-A]. That says that the IETF LLC should maintain an 908 operating reserve equal to the IETF LLC's budgeted Net Loss for 2019 909 multiplied times three. The IETF LLC, in cooperation with ISOC, may 910 regularly review the financial target for this reserve fund, as noted 911 in the [IETF-LLC-A] or as otherwise necessary. 913 Should the IETF LLC generate an annual budget surplus, it may choose 914 to direct all or part of the surplus towards the growth of the 915 operating reserve. 917 6.10. Annual Budget Process 919 As noted in Section 3.3, the IETF LLC is responsible for managing the 920 IETF's finances and budget. A key part of this responsibility is 921 establishing, maintaining, and successfully meeting an annual budget. 922 This is essential to the continued operation and vibrancy of the 923 IETF's technical activities and establishes trust with ISOC and 924 donors that funds are being appropriately spent, and that financial 925 oversight is being conducted properly. This is also essential to the 926 IETF LLC meeting applicable legal and tax requirements and is a core 927 part of the IETF LLC Board's fiduciary responsibilities. 929 As explained in Section 4.1, the IETF Executive Director is expected 930 to develop, execute, and report on the annual budget. Regular 931 reporting is expected to include monthly and quarterly forecast vs. 932 budget statements, including updated projections of income and 933 expenses for the full fiscal year. 935 The IETF LLC Board, as explained in Section 4.2, is expected to 936 review and approve the budget, as well as to provide ongoing 937 oversight of the budget and of any other significant financial 938 matters. 940 The annual budget is expected to be developed in an open, 941 transparent, and collaborative manner, in accordance with 942 Section 3.4. The specific timeline for the development, review, and 943 approval of the IETF LLC annual budget is established by the IETF LLC 944 Board and may be revised as needed. 946 7. IETF LLC Policies 948 The Board is expected to maintain policies as necessary to achieve 949 the goals of the IETF LLC, meet transparency expectations of the 950 community, comply with applicable laws or regulations, or for other 951 reasons as appropriate. All policies are expected to be developed 952 with input from the IETF community. Some policies provided by ISOC 953 and past policies developed by the previous IAOC may provide a useful 954 starting point for the Board to consider. 956 7.1. Conflict of Interest Policy 958 The Board is expected to maintain a Conflict of Interest policy for 959 the IETF LLC. While the details are determined by the Board, at a 960 minimum such policy is expected to include the following: 962 o The IETF, ISOC Board, IAB, or IRTF chair cannot be chair of this 963 IETF LLC Board, though they may serve as a Director. 965 o A Director cannot be a paid consultant or employee of the IETF 966 Executive Director or their sub-contractors, nor a paid consultant 967 or employee of ISOC. 969 7.2. Other Policies 971 The Board is expected to maintain additional policies for the IETF 972 LLC as necessary, covering Directors, employees, and contractors, 973 concerning issues such as: 975 o Acceptance of gifts and other non-cash compensation; 977 o Travel and expense reimbursement; 979 o Anti-bribery; 981 o Code of conduct; 983 o Anti-harassment; 985 o Non-discrimination; 987 o Whistleblower; 989 o Document retention; 991 o Export controls; 993 o Anti-terrorism sanctions; 995 o Data protection and privacy; 997 o Social media 999 7.3. Compliance 1001 The IETF LLC is expected to implement a compliance program to ensure 1002 its compliance with all applicable laws, rules and regulations, 1003 including without limitation laws governing bribery, anti-terrorism 1004 sanctions, export controls, data protection/privacy, as well as other 1005 applicable policies noted in Section 7. In addition, actions and 1006 activities of the IETF LLC must be consistent with 501(c)(3) 1007 purposes. 1009 The IETF LLC is expected report to ISOC and the IETF community on the 1010 implementation of its compliance plan on an annual basis. 1012 8. Three-Year Assessment 1014 The IETF LLC, with the involvement of the community, shall conduct 1015 and complete an assessment of the structure, processes, and operation 1016 of IASA 2.0 and the IETF LLC. This should be presented to the 1017 community after a period of roughly three years of operation. The 1018 assessment may potentially include recommendations for improvements 1019 or changes to the IASA2 and/or IETF LLC. 1021 9. Security Considerations 1023 This document describes the structure of the IETF's Administrative 1024 Aupport Activity (IASA), version 2 (IASA2). It introduces no 1025 security considerations for the Internet. 1027 10. IANA Considerations 1029 This document has no IANA considerations in the traditional sense. 1030 However, some of the information in this document may affect how the 1031 IETF standards process interfaces with the IANA, so the IANA may be 1032 interested in the contents. 1034 11. Acknowledgments 1036 Thanks to Jari Arkko, Richard Barnes, Brian E Carpenter, Alissa 1037 Cooper, John C Klensin, Bob Hinden, Jon Peterson, Sean Turner and the 1038 IASA2 Working Group for discussions of possible structures, and to 1039 the attorneys of Morgan Lewis and Brad Biddle for legal advice. 1041 12. References 1042 12.1. Normative References 1044 [IETF-LLC-A] 1045 The Internet Society, "Limited Liability Company Agreement 1046 of IETF Administration LLC", August 2018, 1047 . 1050 12.2. Informative References 1052 [I-D.haberman-iasa20dt-recs] 1053 Haberman, B., Arkko, J., Daigle, L., Livingood, J., Hall, 1054 J., and E. Rescorla, "IASA 2.0 Design Team 1055 Recommendations", draft-haberman-iasa20dt-recs-03 (work in 1056 progress), November 2018. 1058 [I-D.ietf-iasa2-rfc2031bis] 1059 Camarillo, G. and J. Livingood, "The IETF-ISOC 1060 Relationship", draft-ietf-iasa2-rfc2031bis-01 (work in 1061 progress), December 2018. 1063 [I-D.ietf-iasa2-rfc7437bis] 1064 Kucherawy, M., Hinden, R., and J. Livingood, "IAB, IESG, 1065 and IETF LLC Selection, Confirmation, and Recall Process: 1066 Operation of the IETF Nominating and Recall Committees", 1067 draft-ietf-iasa2-rfc7437bis-03 (work in progress), October 1068 2018. 1070 [I-D.ietf-iasa2-trust-update] 1071 Arkko, J. and T. Hardie, "Update to the Process for 1072 Selection of Trustees for the IETF Trust", draft-ietf- 1073 iasa2-trust-update-02 (work in progress), October 2018. 1075 [I-D.ietf-mtgvenue-iaoc-venue-selection-process] 1076 Lear, E., "IETF Plenary Meeting Venue Selection Process", 1077 draft-ietf-mtgvenue-iaoc-venue-selection-process-16 (work 1078 in progress), June 2018. 1080 [ietf101-slides] 1081 Hall, J., "IASA 2.0 IETF-101 Slides", n.d., 1082 . 1085 [ietf102-slides] 1086 Hall, J., "IASA 2.0 IETF-102 Slides", n.d., 1087 . 1090 [ISOC] The Internet Society, "Amended and restated By-Laws of the 1091 Internet Society", July 2018, 1092 . 1095 [ML-memo] Morgan Lewis, "Options for New Organization to Conduct 1096 IETF Administrative Support Activities", February 2018, 1097 . 1100 [RFC2026] Bradner, S., "The Internet Standards Process -- Revision 1101 3", BCP 9, RFC 2026, DOI 10.17487/RFC2026, October 1996, 1102 . 1104 [RFC2031] Huizer, E., "IETF-ISOC relationship", RFC 2031, 1105 DOI 10.17487/RFC2031, October 1996, 1106 . 1108 [RFC2850] Internet Architecture Board and B. Carpenter, Ed., 1109 "Charter of the Internet Architecture Board (IAB)", 1110 BCP 39, RFC 2850, DOI 10.17487/RFC2850, May 2000, 1111 . 1113 [RFC3233] Hoffman, P. and S. Bradner, "Defining the IETF", BCP 58, 1114 RFC 3233, DOI 10.17487/RFC3233, February 2002, 1115 . 1117 [RFC3710] Alvestrand, H., "An IESG charter", RFC 3710, 1118 DOI 10.17487/RFC3710, February 2004, 1119 . 1121 [RFC4071] Austein, R., Ed. and B. Wijnen, Ed., "Structure of the 1122 IETF Administrative Support Activity (IASA)", BCP 101, 1123 RFC 4071, DOI 10.17487/RFC4071, April 2005, 1124 . 1126 [RFC4333] Huston, G., Ed. and B. Wijnen, Ed., "The IETF 1127 Administrative Oversight Committee (IAOC) Member Selection 1128 Guidelines and Process", BCP 113, RFC 4333, 1129 DOI 10.17487/RFC4333, December 2005, 1130 . 1132 [RFC7437] Kucherawy, M., Ed., "IAB, IESG, and IAOC Selection, 1133 Confirmation, and Recall Process: Operation of the 1134 Nominating and Recall Committees", BCP 10, RFC 7437, 1135 DOI 10.17487/RFC7437, January 2015, 1136 . 1138 [RFC7691] Bradner, S., Ed., "Updating the Term Dates of IETF 1139 Administrative Oversight Committee (IAOC) Members", 1140 BCP 101, RFC 7691, DOI 10.17487/RFC7691, November 2015, 1141 . 1143 [RFC8318] Dawkins, S., "IAB, IESG, and IAOC Selection, Confirmation, 1144 and Recall Process: IAOC Advisor for the Nominating 1145 Committee", BCP 10, RFC 8318, DOI 10.17487/RFC8318, 1146 January 2018, . 1148 Authors' Addresses 1150 Brian Haberman 1151 Johns Hopkins University 1153 Email: brian@innovationslab.net 1155 Joseph Lorenzo Hall 1156 CDT 1158 Email: joe@cdt.org 1160 Jason Livingood 1161 Comcast 1163 Email: jason_livingood@comcast.com