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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-03 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. Review of IETF Executive Director and IETF LLC Board 82 Decisions . . . . . . . . . . . . . . . . . . . . . . . . 9 83 3.8. Community Consensus and Grant of Authority . . . . . . . 9 84 3.9. Termination and Change . . . . . . . . . . . . . . . . . 9 85 4. Structure of the IASA2 . . . . . . . . . . . . . . . . . . . 9 86 4.1. IETF Executive Director and Staff Responsibilities . . . 10 87 4.2. IETF LLC Board Responsibilities . . . . . . . . . . . . . 11 88 4.3. Board Design Goals . . . . . . . . . . . . . . . . . . . 13 89 5. IETF LLC Board Membership, Selection and Accountability . . . 13 90 5.1. Board Composition . . . . . . . . . . . . . . . . . . . . 13 91 5.2. IETF LLC-Appointed Directors . . . . . . . . . . . . . . 14 92 5.3. Recruiting IETF LLC Board Directors . . . . . . . . . . . 14 93 5.4. IETF LLC Board Director Term Length . . . . . . . . . . . 14 94 5.5. IETF LLC Board Director Limit . . . . . . . . . . . . . . 15 95 5.6. Staggered Terms . . . . . . . . . . . . . . . . . . . . . 15 96 5.7. IETF LLC Board Director Removal . . . . . . . . . . . . . 15 97 5.8. Filling an IETF LLC Board Director Vacancy . . . . . . . 16 98 5.9. Quorum . . . . . . . . . . . . . . . . . . . . . . . . . 16 99 5.10. Board Voting . . . . . . . . . . . . . . . . . . . . . . 16 100 5.11. Interim Board . . . . . . . . . . . . . . . . . . . . . . 16 101 5.12. Board Positions . . . . . . . . . . . . . . . . . . . . . 17 102 6. IETF LLC Funding . . . . . . . . . . . . . . . . . . . . . . 17 103 6.1. Financial Statements . . . . . . . . . . . . . . . . . . 17 104 6.2. Bank and Investment Accounts . . . . . . . . . . . . . . 18 105 6.3. Financial Audits . . . . . . . . . . . . . . . . . . . . 18 106 6.4. ISOC Financial Support . . . . . . . . . . . . . . . . . 18 107 6.5. IETF Meeting Revenues . . . . . . . . . . . . . . . . . . 18 108 6.6. Donations to the IETF LLC . . . . . . . . . . . . . . . . 18 109 6.7. Funding Supports the IETF . . . . . . . . . . . . . . . . 19 110 6.8. Charitable Fundraising Practices . . . . . . . . . . . . 19 111 6.9. Operating Reserve . . . . . . . . . . . . . . . . . . . . 19 112 6.10. Annual Budget Process . . . . . . . . . . . . . . . . . . 20 113 7. IETF LLC Policies . . . . . . . . . . . . . . . . . . . . . . 20 114 7.1. Conflict of Interest Policy . . . . . . . . . . . . . . . 20 115 7.2. Other Policies . . . . . . . . . . . . . . . . . . . . . 21 116 7.3. Compliance . . . . . . . . . . . . . . . . . . . . . . . 21 117 8. Three-Year Assessment . . . . . . . . . . . . . . . . . . . . 22 118 9. Security Considerations . . . . . . . . . . . . . . . . . . . 22 119 10. IANA Considerations . . . . . . . . . . . . . . . . . . . . . 22 120 11. Acknowledgments . . . . . . . . . . . . . . . . . . . . . . . 22 121 12. References . . . . . . . . . . . . . . . . . . . . . . . . . 22 122 12.1. Normative References . . . . . . . . . . . . . . . . . . 22 123 12.2. Informative References . . . . . . . . . . . . . . . . . 22 124 Authors' Addresses . . . . . . . . . . . . . . . . . . . . . . . 25 126 1. Introduction 128 The IETF Administrative Support Activity (IASA) was originally 129 established in 2005. In the years since then, the needs of the IETF 130 evolved in ways that required changes to its administrative 131 structure. The purpose of this document is to document and describe 132 the IASA 2.0 structure. 134 Under IASA 2.0, the work of the IETF's administrative and fundraising 135 tasks is conducted by an administrative organization, the IETF 136 Administration Limited Liability Company ("IETF LLC"). Under this 137 structure, the Internet Administrative Oversight Committee (IAOC) is 138 eliminated, and its oversight and advising functions transferred to 139 the IETF LLC Board. 141 [I-D.haberman-iasa20dt-recs] discusses the challenges facing the 142 original IASA structure as well as several options for reorganizing 143 the IETF's administration under different legal structures. This 144 document outlines how the chosen option is structured and describes 145 how the organization fits together with existing and new IETF 146 community structures. 148 The point of the IASA2 WG and process has been to solicit community 149 input about how to address the challenges identified in 150 [I-D.haberman-iasa20dt-recs], and included much debate on the IASA2 151 mailing list and the IASA2 working group meetings at IETF 101 152 [ietf101-slides] and IETF 102 [ietf102-slides]. 154 Under IASA 2.0, most of the responsibilities that [RFC4071] assigned 155 to the IETF Administrative Director (IAD) and the Internet Society 156 (ISOC) were transferred to the IETF LLC and IETF Administration LLC 157 Executive Director (IETF Executive Director). It is the job of the 158 IETF LLC to meet the administrative needs of the IETF and to ensure 159 that the IETF LLC meets the needs of the IETF community. 161 Eliminating the IAOC meant that changes were required in how trustees 162 could be appointed to the IETF Trust. The details of how this is 163 done are outside the scope of this document but are covered in 164 [I-D.ietf-iasa2-trust-update]. 166 This document obsoletes [RFC4071], which specified the original IASA, 167 [RFC4333], which specified the selection guidelines and process for 168 IAOC members and [RFC7691], which specified terms for IAOC members. 170 2. Scope Limitation 172 The document does not propose any changes related to the standards 173 process as currently conducted by the Internet Engineering Steering 174 Group (IESG) and Internet Architecture Board (IAB). In addition, no 175 changes are made to the appeals chain, the process for making and 176 confirming IETF and IAB appointments, the technical work of the 177 Internet Research Task Force (IRTF), or to ISOC's membership in or 178 support of other organizations. 180 2.1. LLC Agreement with the Internet Society 182 The LLC Agreement between the IETF LLC and ISOC [IETF-LLC-A] is also 183 out of scope for this document, however this document depends on the 184 LLC Agreement and will refer to it for certain aspects of the legal 185 relationship between the IETF LLC and ISOC. The LLC Agreement was 186 developed between legal representatives of the IETF and ISOC and 187 includes all critical terms of the relationship, while still enabling 188 maximum unilateral flexibility for the IETF LLC Board. The LLC 189 Agreement includes only basic details about how the IETF LLC Board 190 manages itself or manages IETF LLC staff, so that the IETF LLC Board 191 has flexibility to make changes without amending the agreement. The 192 IETF LLC Board can independently develop policy or procedures 193 documents that fill gaps. 195 3. Definitions and Principles 197 3.1. Terminology 199 Although most of the terms, abbreviations, and acronyms used in this 200 document are reasonably well known, first-time readers may find some 201 terminology confusing. This section therefore attempts to provide a 202 quick summary. 204 IAB: Internet Architecture Board (see [RFC2026], [RFC2850]). 206 IAD: IETF Administrative Director, a role obsoleted by this document 207 and the ISOC/IETF LLC Agreement ([IETF-LLC-A]) and replaced by the 208 IETF LLC Executive Director. 210 IAOC: IETF Administrative Oversight Committee, a committee that 211 oversaw IETF administrative activity, obsoleted by this document and 212 replaced by the IETF LLC Board. (The IETF Trust function of the 213 former IAOC was not included in the new responsibilities of the IETF 214 LLC Board (See [I-D.ietf-iasa2-trust-update]).) 216 IASA: The IETF Administrative Support Activity, defined by [RFC4071] 217 and updated by this document and the ISOC/IETF LLC Agreement 218 ([IETF-LLC-A]). 220 IASA 2.0: Version 2.0 of the IETF Administrative Support Activity, 221 defined by this document. 223 IESG: Internet Engineering Steering Group (see [RFC2026], [RFC3710]). 225 IETF: Internet Engineering Task Force (see [RFC3233]). 227 IETF Administration LLC: The legal entity - a disregarded Limited 228 Liability Company (LLC) of The Internet Society - established to 229 house IASA2, specified by the ISOC/IETF LLC Agreement ([IETF-LLC-A]) 230 and referred to as "IETF LLC". 232 IETF LLC Executive Director: the executive director for the IETF 233 Administration Limited Liability Company, responsible for day-to-day 234 administrative and operational direction (See Section 4.1). Also 235 referred to as "IETF Executive Director". (Note that the title of 236 "IETF Executive Director" in older documents such as [RFC2026] is now 237 "Managing Director, IETF Secretariat".) 238 IETF LLC Board: The Board of Directors of the IETF LLC. (The IETF 239 LLC Board is formally a multi-member "manager" of the IETF LLC on 240 behalf of ISOC (See Section 4.2).) 242 ISOC: Internet Society (see [RFC2031] and [ISOC]). 244 3.2. Key Differences From the Old IASA Structure to IASA 2.0 246 o The IAOC and IAD roles defined in RFC 4071 are eliminated. 248 o The former ISOC and IAD responsibilities are assigned to a new 249 organization, IETF Administration LLC. 251 o The Board of Directors of the IETF LLC - formally a multi-member 252 "manager" of the IETF LLC on behalf of ISOC - assume the oversight 253 responsibilities of the IAOC. 255 o The Board of the IETF LLC is more focused on strategy and 256 oversight than the IAOC was, with the IETF Executive Director and 257 their team in charge of day-to-day operations. 259 o The IAD role is replaced with the IETF Executive Director role. 261 o The role that was previously referred to as "IETF Executive 262 Director" in older documents such as [RFC2026] is replaced with 263 "Managing Director, IETF Secretariat". 265 3.3. General IETF LLC Responsibilities 267 The IETF LLC is established to provide administrative support to the 268 IETF. It has no authority over the standards development activities 269 of the IETF. 271 The responsibilities of the IETF LLC are: 273 o Operations. The IETF LLC is responsible for supporting the 274 ongoing operations of the IETF, including meetings and non-meeting 275 activities. 277 o Finances. The IETF LLC is responsible for managing the IETF's 278 finances and budget. 280 o Fundraising. The IETF LLC is responsible for raising money on 281 behalf of the IETF. 283 o Compliance. The IETF LLC is responsible for establishing and 284 enforcing policies to ensure compliance with applicable laws, 285 regulations, and rules. 287 The manner by which these responsibilities under the IETF LLC are 288 organized is intended to address the problems described in Sections 289 3.1.1., 3.1.2, and 3.1.3 of [I-D.haberman-iasa20dt-recs]. 290 Specifically, this is intended to bring greater clarity around roles, 291 responsibilities, representation, decision-making, and authority. 293 In addition, by having the IETF LLC manage the IETF's finances and 294 conduct the IETF's fundraising, confusion about who is responsible 295 for representing the IETF to sponsors and who directs the uses of 296 sponsorship funds should have been eliminated. Finally, having the 297 IETF LLC reside in a defined, distinct legal entity, and taking 298 responsibility for operations, enables the organization to execute 299 its own contracts without the need for review and approval by ISOC. 301 3.4. IETF LLC Working Principles 303 The IETF LLC is expected to conduct its work according to the 304 following principles, subject to any reasonable confidentiality 305 obligations: 307 o Transparency. The IETF LLC is expected to keep the IETF community 308 informed about its work and to engage with the community to obtain 309 consensus-based community input on key issues and otherwise as 310 needed. The IETF community expects complete visibility into the 311 financial and legal structure of the IETF LLC. This includes 312 information about the IETF LLC annual budget and associated 313 regular financial reports, results of financial and any other 314 independent audits, tax filings, significant contracts or other 315 significant long-term financial commitments that bind the IETF 316 LLC. As discussed in [ietf101-slides], whatever doesn't have a 317 specific justification for being kept confidential is expected to 318 be made public. The IETF LLC Board is expected to develop and 319 maintain a public list of confidential items, describing the 320 nature of the information and the reason for confidentiality. The 321 IETF LLC Board will also publish its operating procedures. 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. Review of IETF Executive Director and IETF LLC Board Decisions 385 The IETF LLC Board is directly accountable to the IETF community for 386 the performance of the IASA 2.0, including hiring and managing the 387 IETF Executive Director. In extreme cases of dissatisfaction with 388 the IETF LLC, the IETF community can utilize the recall process as 389 noted in Section 5.7. 391 Anyone in the community of IETF participants may ask the IETF LLC 392 Board for a formal review of a decision or action by the IETF 393 Executive Director or IETF LLC Board if they believe this was not 394 undertaken in accordance with IETF BCPs or IASA 2.0 operational 395 guidelines. 397 A formal request for review must be addressed to the IETF LLC Board 398 chair and must include a description of the decision or action to be 399 reviewed, an explanation of how, in the requestor's opinion, the 400 decision or action violates the BCPs or IASA 2.0 operational 401 guidelines, and a suggestion for how the situation could be 402 rectified. 404 The IETF LLC shall respond to such requests within a reasonable 405 period, typically within 90 days, and shall publicly publish 406 information about the request and the corresponding response and/or 407 result. 409 3.8. Community Consensus and Grant of Authority 411 The IETF is a consensus-based group, and authority to act on behalf 412 of the community requires a high degree of consensus and the 413 continued consent of the community. After a careful process of 414 deliberation, a broad-based community consensus emerged to house the 415 administration of the IETF within the IETF LLC as a disregarded 416 entity of the Internet Society. This document reflects that 417 consensus. 419 3.9. Termination and Change 421 Any major change to the IASA 2.0 arrangements shall require a similar 422 level of community consensus and deliberation and shall be reflected 423 by a subsequent Best Current Practice (BCP) document. 425 4. Structure of the IASA2 426 4.1. IETF Executive Director and Staff Responsibilities 428 The IETF LLC is led by an IETF Executive Director chosen by the 429 Board. The IETF Executive Director is responsible for managing the 430 day-to-day operations of the IETF LLC, including hiring staff to 431 perform various operational functions. The IETF Executive Director 432 and any staff may be employees or independent contractors. 434 Allowing for the division of responsibilities among multiple staff 435 members and contractors is designed to address some of the concerns 436 raised in Section 3.2 (Lack of Resources) and Section 3.4 (Funding/ 437 Operating Model Mismatch and Rising Costs) of 438 [I-D.haberman-iasa20dt-recs]. 440 Based on the amount of work previously undertaken by the IAD and 441 others involved in the IETF administration, the design of the IETF 442 LLC anticipated that the IETF Executive Director may need to hire 443 multiple additional staff members. For example, resources to manage 444 fundraising, to manage the various contractors that are engaged to 445 fulfill the IETF's administrative needs, and to support outreach and 446 communications were envisioned. 448 The IETF has historically benefitted from the use of contractors for 449 accounting, finance, meeting planning, administrative assistance, 450 legal counsel, tools, and web site support, as well as other services 451 related to the standards process (RFC Editor and IANA). Prior to 452 making the transition from IASA to IASA 2.0, the IETF budget 453 reflected specific support from ISOC for communications and 454 fundraising as well as some general support for accounting, finance, 455 legal, and other services. The division of responsibilities between 456 staff and contractors is at the discretion of the IETF Executive 457 Director and their staff. 459 The IETF has a long history of community involvement in the execution 460 of certain administrative functions, in particular development of 461 IETF tools, the NOC's operation of the meeting network, and some 462 outreach and communications activities conducted by the Education and 463 Mentoring Directorate. The IETF LLC staff is expected to respect the 464 IETF community's wishes about community involvement in these and 465 other functions going forward as long as the staff feels that they 466 can meet the otherwise-stated needs of the community. Establishing 467 the framework to allow the IETF LLC to staff each administrative 468 function as appropriate may require the IETF community to document 469 its consensus expectations in areas where no documentation currently 470 exists. 472 In summary, the IETF Executive Director, with support from the team 473 that they alone direct and lead, is responsible for: 475 o Developing and refining an annual budget and other strategic 476 financial planning documents at the direction of the IETF LLC 477 Board. 479 o Executing on the annual budget, including reporting to the IETF 480 LLC Board regularly with forecasts and actual performance to 481 budget. 483 o Hiring and/or contracting the necessary resources to meet their 484 goals, within the defined limits of their authority and within the 485 approved budget. This includes managing and leading any such 486 resources, including performing regular performance reviews. 488 o Following the pre-approval guidelines set forth by the IETF LLC 489 Board for contracts or other decisions that have financial costs 490 that exceed a certain threshold of significance. Such thresholds 491 are expected to be set reasonably high so that the need for such 492 approvals is infrequent and only occurs when something is truly 493 significant or otherwise exceptional. It is expected that the 494 IETF Executive Director is sufficiently empowered to perform their 495 job on a day-to-day basis, being held accountable for meeting high 496 level goals rather than micromanaged. 498 o Regularly updating the IETF LLC Board on operations and other 499 notable issues as reasonable and appropriate. 501 o Ensuring that all staff and/or other resources comply with any 502 applicable policies established or approved by the IETF LLC Board, 503 such as ethics guidelines and/or a code of conduct. 505 4.2. IETF LLC Board Responsibilities 507 The IETF LLC Board is responsible for conducting oversight of the 508 IETF LLC's execution of its responsibilities, as described in 509 Section 3.3. They have duties of loyalty, care, and good faith. 510 This includes the responsibility to: 512 o provide strategic direction for the IETF LLC to the IETF Executive 513 Director; 515 o hire, supervise, and manage the employment of the role of the IETF 516 Executive Director of the IETF LLC, including tasks such as 517 hiring, termination, performance review, amendment of employment 518 terms, the award of compensation and other requisite employment 519 benefits or decisions; 521 o adopting any employee benefit plans; 522 o exercising a fiduciary duty to ensure that IETF LLC has the 523 financial and business stability that it needs to be able to meet 524 the needs of the IETF, including adopting an annual budget, and as 525 necessary incurring any debt or making other financial 526 arrangements; 528 o approving or entering into agreements that meet a significant 529 materiality threshold; 531 o exercising a legal duty to ensure that the IETF LLC complies with 532 any applicable tax and other laws; 534 o ensuring that IETF LLC is run in a manner that is transparent and 535 accountable to the IETF community; 537 o recruiting new Directors, for consideration in all of the various 538 appointment processes. 540 The IETF LLC Board is an oversight body, with responsibilities 541 limited to those listed above. It does not directly conduct any of 542 the IETF's administrative work, which is the day-to-day job of the 543 IETF Executive Director and their team. Per Section 5(d) of the LLC 544 Agreement [IETF-LLC-A], the Board must provide the IETF community 545 with an opportunity to review and discuss any proposed changes to the 546 IETF LLC structure prior to their adoption. 548 The role of the IETF LLC Board is to ensure that the strategy and 549 conduct of the IETF LLC is consistent with the IETF's needs - both 550 its concrete needs and its needs for transparency and accountability. 551 The Board is not intended to directly define the IETF's needs; to the 552 extent that is required, the IETF community should document its needs 553 in consensus-based RFCs (e.g., as the community did in 554 [I-D.ietf-mtgvenue-iaoc-venue-selection-process]) and provide more 555 detailed input via consultations with the IETF LLC Board (such as 556 takes place on email discussion lists or at IETF meetings). 558 As part of the responsibilities outlined above the Board is expected 559 to work to ensure that IETF LLC: 561 o Acts consistently with ISOC's 501(c)(3) status; 563 o Provides accurate financial statements to ISOC on a timely basis; 565 o Prepares its financial reports in accordance with generally 566 accepted accounting principles; 568 o Provides assistance to help facilitate ISOC's tax compliance, 569 including but not limited to assistance related to preparing the 570 Form 990 and responding to any IRS questions and audits; 572 o Obtains appropriate insurance, including commercial general 573 liability insurance with appropriate limits; 575 o Implements risk management and compliance processes in a manner 576 consistent with industry norms. 578 The description below outlines the composition of the IETF LLC Board, 579 selection of IETF LLC Board Directors, and related details. 581 4.3. Board Design Goals 583 A goal of this Board composition is to balance the need for the IETF 584 LLC to be accountable to the IETF community with the need for this 585 Board to have the expertise necessary to oversee a small non-profit 586 corporation. The Board is smaller than the previous IAOC and the 587 other leadership bodies of the IETF, in part to keep the Board 588 focused on its rather limited set of strategic responsibilities as 589 noted in Section 4.2. 591 This board structure, with limited strategic responsibilities noted 592 in Section 4.2 and limited size, together with the staff 593 responsibilities noted in Section 4.1, is designed to overcome the 594 challenges described in Section 3.1.4 of [I-D.haberman-iasa20dt-recs] 595 concerning oversight. This establishes a clear line of oversight 596 over staff performance: the IETF LLC Board oversees the IETF 597 Executive Director's performance and has actual legal authority to 598 remove a non-performing IETF Executive Director. The IETF Executive 599 Director is responsible for the day-to-day operation of the IETF LLC. 601 Finally, the IETF LLC Board would be expected to operate 602 transparently, to further address the concern raised in Section 3.3 603 of [I-D.haberman-iasa20dt-recs]. The default transparency rule 604 arrived at during the IASA 2.0 design process is detailed above in 605 Section 3.4. The Board will need to establish how it will meet that 606 commitment. 608 5. IETF LLC Board Membership, Selection and Accountability 610 5.1. Board Composition 612 There is a minimum of 5 directors, expandable to 6 or 7. 614 o 1 IETF Chair or delegate selected by the IESG 615 o 1 Appointed by the ISOC Board of Trustees 617 o 3 Selected by the IETF NomCom, confirmed by the IESG 619 o Up to 2 Appointed by the IETF LLC board itself, on an as-needed 620 basis, confirmed by the IESG 622 For the first slot listed above, the presumption is that the IETF 623 Chair will serve on the board. At the IESG's discretion, another 624 area director may serve instead, or exceptionally the IESG may run a 625 selection process to appoint a director. The goal of having this 626 slot on the board is to maintain coordination and communication 627 between the board and the IESG. 629 5.2. IETF LLC-Appointed Directors 631 As noted above, a maximum of two Directors may be appointed by the 632 IETF LLC Board. They can obviously choose to appoint none, one, or 633 two. These appointments need not be on an exceptional basis, but 634 rather be routine, and may occur at any time of the year since it is 635 on an as-needed basis. 637 The appointment of an IETF LLC Board-appointed Director requires a 638 2/3rd-majority vote of the Directors then in office, and the 639 appointee shall take office immediately upon appointment. The term 640 of each appointment is designated by the Board, with the maximum term 641 being three years, or until their earlier resignation, removal or 642 death. The Board may decide on a case-by-case basis how long each 643 term shall be, factoring in the restriction for consecutive terms in 644 Section 5.4. 646 5.3. Recruiting IETF LLC Board Directors 648 The IETF LLC Board itself is expected to take an active role in 649 recruiting potential new Directors, regardless of the process that 650 may be used to appoint them. In particular, the NomCom is primarily 651 focused on considering requirements expressed by the Board and 652 others, reviewing community feedback on candidates, conducting 653 candidate interviews, and ultimately appointing Directors. The IETF 654 LLC Board and others can recruit potential Directors and get them 655 into the consideration process of the NomCom or other appointing 656 bodies. 658 5.4. IETF LLC Board Director Term Length 660 The term length for a Director is three years. The exceptions to 661 this guideline are: 663 o For the terms for some Directors during the first full formation 664 of the IETF LLC Board in order to establish staggered terms and 665 for any appointments to fill a vacancy. 667 o The Director slot occupied by the IETF Chair ex officio or a 668 delegate selected by the IESG will serve a two-year term. This 669 makes the term length for this slot the same as the term lengths 670 established in [I-D.ietf-iasa2-rfc7437bis], Section 3.4. 672 5.5. IETF LLC Board Director Limit 674 A director may serve no more than two consecutive terms, with at 675 least one full term prior to the start of any additional terms 676 (meaning a director cannot serve a third term until three years has 677 passed). An exception is if a Director role is occupied by the IETF 678 Chair ex officio, since that person's service is governed instead by 679 the term lengths established in [I-D.ietf-iasa2-rfc7437bis], 680 Section 3.4. 682 An exception to the two consecutive term rule is for an IETF LLC- 683 appointed Director. For such a Director, they may serve only one 684 term via this appointment method, after which any subsequent terms 685 would be occur via other appointment or selection processes (such as 686 via the NomCom process). 688 Lastly, partial terms of less than three years for the initial 689 appointments to the first full board, for which some Directors will 690 have terms of one or two years, do not count against the term limit. 692 The limit on consecutive terms supports the healthy regular 693 introduction of new ideas and energy into the Board and mitigates 694 potential long-term risk of ossification or conflict, without 695 adversely impacting the potential pool of director candidates over 696 time. 698 5.6. Staggered Terms 700 The Internet Society Board of Trustees, the IESG, the Nominating 701 Committee, and the Board are expected to coordinate with each other 702 to ensure that collectively their appointment or selection processes 703 provide for no more than three Directors' terms concluding in the 704 same year. 706 5.7. IETF LLC Board Director Removal 708 Directors may be removed with or without cause. A vote in favor of 709 removal must be no fewer than the number of Directors less two. So 710 for example, if there are seven directors, then five votes are 711 required. Directors may also be removed via the IETF recall process 712 defined in [I-D.ietf-iasa2-rfc7437bis], Section 7. 714 5.8. Filling an IETF LLC Board Director Vacancy 716 It shall be the responsibility of each respective body that appointed 717 or selected a Director that vacates the Board to appoint a new 718 Director to fill the vacancy. For example, if a Director selected by 719 the NomCom departs the Board prior to the end of their term for 720 whatever reason, then it is the responsibility of the NomCom (using 721 its mid-term rules, as specified in [RFC8318], Section 3.5) as the 722 original appointing body to designate a replacement that will serve 723 out the remainder of the term of the departed Director. However, 724 this obligation will not apply to vacancies in Board-appointed 725 positions. 727 5.9. Quorum 729 At all meetings of the Board, at least 2/3 of the Directors then in 730 office constitute a quorum for the transaction of business. If a 731 quorum is not be present at any meeting of the Board, the Directors 732 present may adjourn the meeting without notice other than 733 announcement at the meeting, until a quorum is present. 735 5.10. Board Voting 737 The Board can hold votes during live meetings of the Board (including 738 telephonic and video) or via asynchronous written (including 739 electronic) means. A given vote shall be either conducted entirely 740 during a live meeting or entirely via asynchronous written means, not 741 a mix of the two. Decisions on regular IETF LLC matters require a 742 2/3 majority vote in favor, with the exception of removal of a 743 Director as specified in Section 5.7. Absentee voting and voting by 744 proxy are not permitted. 746 5.11. Interim Board 748 An initial interim Board was necessary in order to legally form and 749 bootstrap the IETF LLC. As a result, an Interim Board was formed on 750 a temporary basis until the first full board was constituted. The 751 Interim Board was expected to conclude no later than the end of the 752 104th meeting of the IETF, in March 2019. 754 The interim Board was comprised of: 756 o The IETF chair, ex officio 758 o The IAOC chair, ex officio 759 o The IAB chair, ex officio 761 o One ISOC trustee, selected by the ISOC Board of Trustees 763 5.12. Board Positions 765 Following the formation of the first full IETF LLC Board, and at each 766 subsequent annual meeting of the IETF LLC Board, the Directors are 767 expected to elect by a majority vote of the IETF LLC Board a Director 768 to serve as Board Chair. The Board may also form committees of the 769 Board and/or define other roles for IETF LLC Board Directors as 770 necessary. 772 6. IETF LLC Funding 774 The IETF LLC must function within a budget of costs balanced against 775 limited revenues. The IETF community expects the IETF LLC to work to 776 attain that goal, in order to maintain a viable IETF support function 777 that provides the environment within which the IETF's technical work 778 can remain vibrant and productive. 780 The IETF LLC generates income from a few key sources at the time that 781 this document was written, as enumerated below. Additional sources 782 of income may be developed in the future, within the general bounds 783 noted in Section 6.8, and some of these may decline in relevance or 784 go away. As a result this list is subject to change over time and is 785 merely an example of the primary sources of income for the IETF LLC 786 at the time of this writing: 788 1. ISOC support 790 2. IETF meeting revenues 792 3. Donations to the IETF LLC (monetary and/or in-kind) 794 6.1. Financial Statements 796 As noted in Section 4.2, the IETF LLC must comply with relevant tax 797 laws, such as filing an annual IRS Form 990. Other official 798 financial statements may also be required. 800 In addition to these official financial statements and forms, the 801 IETF LLC is also expected to report on a regular basis to the IETF 802 community on the current and future annual budget, budget forecasts 803 vs. actuals over the course of a fiscal year, and on other 804 significant projects as needed. This regular reporting to the IETF 805 community is expected to be reported in the form of standard 806 financial statements that reflect the income, expenses, assets, and 807 liabilities of the IETF LLC. 809 6.2. Bank and Investment Accounts 811 The IETF LLC maintains its own bank account, separate and distinct 812 from ISOC. The IETF LLC may at its discretion create additional 813 accounts as needed. Similarly, the IETF LLC may as needed create 814 investment accounts in support of its financial goals and objectives. 816 6.3. Financial Audits 818 The IETF LLC is expected to retain and work with an independent 819 auditor. Reports from the auditor are expected to be shared with the 820 IETF community and other groups and organizations as needed or as 821 required by law. 823 6.4. ISOC Financial Support 825 ISOC currently provides significant financial support to the IETF 826 LLC. Exhibit B of the [IETF-LLC-A] summarizes the one-time and on- 827 going financial support from ISOC for the forseeable future. It is 828 expected that this support will be periodically reviewed and revised, 829 via a cooperative assessment process between ISOC and the IETF LLC. 831 6.5. IETF Meeting Revenues 833 Meeting revenues are another important source of funding that 834 supports the IETF, comining mainly from the fees paid by IETF meeting 835 participants. The IETF Executive Director sets those meeting fees, 836 in consultation with the IETF LLC and the IETF community, with formal 837 approval by the IETF LLC. Setting these fees and projecting the 838 number of participants at future meetings is a key part of the annual 839 budget process. 841 6.6. Donations to the IETF LLC 843 Donations are an essential component of the financial support for the 844 IETF. Within the general bounds noted in Section 6.8, the IETF LLC 845 is responsible for fundraising activities in order to establish, 846 maintain, and grow a strong foundation of donation revenues. This 847 can and does include both direct financial contributions as well as 848 in-kind contributions, such as equipment, software licenses, and 849 services. 851 Donations to the IETF LLC do not (and must not) convey to donors any 852 special oversight or direct influence over the IETF's technical work 853 or other activities of the IETF or IETF LLC. This helps ensure that 854 no undue influence may be ascribed to those from whom funds are 855 raised, and so helps to maintain an open and consensus-based IETF 856 standards process. 858 To the extent that the IETF LLC needs to undertake any significant 859 special projects for the IETF, the IETF LLC may need to fundraise 860 distinctly for those special projects. As a result, the IETF LLC may 861 conduct fundraising to support the IETF in general as well as one or 862 more special fundraising efforts (which may also be accounted for 863 distinctly and be held in a separate bank account or investment, as 864 needed). 866 6.7. Funding Supports the IETF 868 The IETF LLC exists to support the IETF. Therefore, the IETF LLC's 869 funding and all revenues, in-kind contributions, and other income 870 that comprise that funding shall be used solely to support IETF- 871 related activities and for no other purposes. 873 6.8. Charitable Fundraising Practices 875 When the IETF LLC conducts fundraising, it substantiates charitable 876 contributions on behalf of ISOC - meaning that according to US tax 877 law, the IETF LLC must send a written acknowledgment of contributions 878 to donors. The IETF LLC evaluates and facilitates state, federal, 879 and other applicable law and regulatory compliance for ISOC and/or 880 the LLC with respect to such fundraising activities. In addition, 881 the IETF LLC ensures that all fundraising activities are conducted in 882 compliance with any policies developed by the IETF LLC, including but 883 not limited to those noted in Section 7. 885 6.9. Operating Reserve 887 An initial target operating reserve has been specified in Exhibit B 888 of the [IETF-LLC-A]. That says that the IETF LLC should maintain an 889 operating reserve equal to the IETF LLC's budgeted Net Loss for 2019 890 multiplied times three. The IETF LLC, in cooperation with ISOC, may 891 regularly review the financial target for this reserve fund, as noted 892 in the [IETF-LLC-A] or as otherwise necessary. 894 Should the IETF LLC generate an annual budget surplus, it may choose 895 to direct all or part of the surplus towards the growth of the 896 operating reserve. 898 6.10. Annual Budget Process 900 As noted in Section 3.3, the IETF LLC is responsible for managing the 901 IETF's finances and budget. A key part of this responsibility is 902 establishing, maintaining, and successfully meeting an annual budget. 903 This is essential to the continued operation and vibrancy of the 904 IETF's technical activities and establishes trust with ISOC and 905 donors that funds are being appropriately spent, and that financial 906 oversight is being conducted properly. This is also essential to the 907 IETF LLC meeting applicable legal and tax requirements and is a core 908 part of the IETF LLC Board's fiduciary responsibilities. 910 As explained in Section 4.1, the IETF Executive Director is expected 911 to develop, execute, and report on the annual budget. Regular 912 reporting is expected to include monthly and quarterly forecast vs. 913 budget statements, including updated projections of income and 914 expenses for the full fiscal year. 916 The IETF LLC Board, as explained in Section 4.2, is expected to 917 review and approve the budget, as well as to provide ongoing 918 oversight of the budget and of any other significant financial 919 matters. 921 The annual budget is expected to be developed in an open, 922 transparent, and collaborative manner, in accordance with 923 Section 3.4. The specific timeline for the development, review, and 924 approval of the IETF LLC annual budget is established by the IETF LLC 925 Board and may be revised as needed. 927 7. IETF LLC Policies 929 The Board is expected to maintain policies as necessary to achieve 930 the goals of the IETF LLC, meet transparency expectations of the 931 community, comply with applicable laws or regulations, or for other 932 reasons as appropriate. All policies are expected to be developed 933 with input from the IETF community. Some policies provided by ISOC 934 and past policies developed by the previous IAOC may provide a useful 935 starting point for the Board to consider. 937 7.1. Conflict of Interest Policy 939 The Board is expected to maintain a Conflict of Interest policy for 940 the IETF LLC. While the details are determined by the Board, at a 941 minimum such policy is expected to include the following: 943 o The IETF, ISOC Board, IAB, or IRTF chair cannot be chair of this 944 IETF LLC Board, though they may serve as a Director. 946 o A Director cannot be a paid consultant or employee of the IETF 947 Executive Director or their sub-contractors, nor a paid consultant 948 or employee of ISOC. 950 7.2. Other Policies 952 The Board is expected to maintain additional policies for the IETF 953 LLC as necessary, covering Directors, employees, and contractors, 954 concerning issues such as: 956 o Acceptance of gifts and other non-cash compensation; 958 o Travel and expense reimbursement; 960 o Anti-bribery; 962 o Code of conduct; 964 o Anti-harassment; 966 o Non-discrimination; 968 o Whistleblower; 970 o Document retention; 972 o Export controls; 974 o Anti-terrorism sanctions; 976 o Data protection and privacy; 978 o Social media 980 7.3. Compliance 982 The IETF LLC is expected to implement a compliance program to ensure 983 its compliance with all applicable laws, rules and regulations, 984 including without limitation laws governing bribery, anti-terrorism 985 sanctions, export controls, data protection/privacy, as well as other 986 applicable policies noted in Section 7. In addition, actions and 987 activities of the IETF LLC must be consistent with 501(c)(3) 988 purposes. 990 The IETF LLC is expected report to ISOC and the IETF community on the 991 implementation of its compliance plan on an annual basis. 993 8. Three-Year Assessment 995 The IETF LLC, with the involvement of the community, shall conduct 996 and complete an assessment of the structure, processes, and operation 997 of IASA 2.0 and the IETF LLC. This should be presented to the 998 community after a period of roughly three years of operation. The 999 assessment may potentially include recommendations for improvements 1000 or changes to the IASA2 and/or IETF LLC. 1002 9. Security Considerations 1004 This document describes the structure of the IETF's Administrative 1005 Aupport Activity (IASA), version 2 (IASA2). It introduces no 1006 security considerations for the Internet. 1008 10. IANA Considerations 1010 This document has no IANA considerations in the traditional sense. 1011 However, some of the information in this document may affect how the 1012 IETF standards process interfaces with the IANA, so the IANA may be 1013 interested in the contents. 1015 11. Acknowledgments 1017 Thanks to Jari Arkko, Richard Barnes, Brian E Carpenter, Alissa 1018 Cooper, John C Klensin, Bob Hinden, Jon Peterson, Sean Turner and the 1019 IASA2 Working Group for discussions of possible structures, and to 1020 the attorneys of Morgan Lewis and Brad Biddle for legal advice. 1022 12. References 1024 12.1. Normative References 1026 [IETF-LLC-A] 1027 The Internet Society, "Limited Liability Company Agreement 1028 of IETF Administration LLC", August 2018, 1029 . 1032 12.2. Informative References 1034 [I-D.haberman-iasa20dt-recs] 1035 Haberman, B., Arkko, J., Daigle, L., Livingood, J., Hall, 1036 J., and E. Rescorla, "IASA 2.0 Design Team 1037 Recommendations", draft-haberman-iasa20dt-recs-03 (work in 1038 progress), November 2018. 1040 [I-D.ietf-iasa2-rfc2031bis] 1041 Camarillo, G. and J. Livingood, "The IETF-ISOC 1042 Relationship", draft-ietf-iasa2-rfc2031bis-01 (work in 1043 progress), December 2018. 1045 [I-D.ietf-iasa2-rfc7437bis] 1046 Kucherawy, M., Hinden, R., and J. Livingood, "IAB, IESG, 1047 and IETF LLC Selection, Confirmation, and Recall Process: 1048 Operation of the IETF Nominating and Recall Committees", 1049 draft-ietf-iasa2-rfc7437bis-03 (work in progress), October 1050 2018. 1052 [I-D.ietf-iasa2-trust-update] 1053 Arkko, J. and T. Hardie, "Update to the Process for 1054 Selection of Trustees for the IETF Trust", draft-ietf- 1055 iasa2-trust-update-02 (work in progress), October 2018. 1057 [I-D.ietf-mtgvenue-iaoc-venue-selection-process] 1058 Lear, E., "IETF Plenary Meeting Venue Selection Process", 1059 draft-ietf-mtgvenue-iaoc-venue-selection-process-16 (work 1060 in progress), June 2018. 1062 [ietf101-slides] 1063 Hall, J., "IASA 2.0 IETF-101 Slides", n.d., 1064 . 1067 [ietf102-slides] 1068 Hall, J., "IASA 2.0 IETF-102 Slides", n.d., 1069 . 1072 [ISOC] The Internet Society, "Amended and restated By-Laws of the 1073 Internet Society", July 2018, 1074 . 1077 [ML-memo] Morgan Lewis, "Options for New Organization to Conduct 1078 IETF Administrative Support Activities", February 2018, 1079 . 1082 [RFC2026] Bradner, S., "The Internet Standards Process -- Revision 1083 3", BCP 9, RFC 2026, DOI 10.17487/RFC2026, October 1996, 1084 . 1086 [RFC2031] Huizer, E., "IETF-ISOC relationship", RFC 2031, 1087 DOI 10.17487/RFC2031, October 1996, 1088 . 1090 [RFC2850] Internet Architecture Board and B. Carpenter, Ed., 1091 "Charter of the Internet Architecture Board (IAB)", 1092 BCP 39, RFC 2850, DOI 10.17487/RFC2850, May 2000, 1093 . 1095 [RFC3233] Hoffman, P. and S. Bradner, "Defining the IETF", BCP 58, 1096 RFC 3233, DOI 10.17487/RFC3233, February 2002, 1097 . 1099 [RFC3710] Alvestrand, H., "An IESG charter", RFC 3710, 1100 DOI 10.17487/RFC3710, February 2004, 1101 . 1103 [RFC4071] Austein, R., Ed. and B. Wijnen, Ed., "Structure of the 1104 IETF Administrative Support Activity (IASA)", BCP 101, 1105 RFC 4071, DOI 10.17487/RFC4071, April 2005, 1106 . 1108 [RFC4333] Huston, G., Ed. and B. Wijnen, Ed., "The IETF 1109 Administrative Oversight Committee (IAOC) Member Selection 1110 Guidelines and Process", BCP 113, RFC 4333, 1111 DOI 10.17487/RFC4333, December 2005, 1112 . 1114 [RFC7437] Kucherawy, M., Ed., "IAB, IESG, and IAOC Selection, 1115 Confirmation, and Recall Process: Operation of the 1116 Nominating and Recall Committees", BCP 10, RFC 7437, 1117 DOI 10.17487/RFC7437, January 2015, 1118 . 1120 [RFC7691] Bradner, S., Ed., "Updating the Term Dates of IETF 1121 Administrative Oversight Committee (IAOC) Members", 1122 BCP 101, RFC 7691, DOI 10.17487/RFC7691, November 2015, 1123 . 1125 [RFC8318] Dawkins, S., "IAB, IESG, and IAOC Selection, Confirmation, 1126 and Recall Process: IAOC Advisor for the Nominating 1127 Committee", BCP 10, RFC 8318, DOI 10.17487/RFC8318, 1128 January 2018, . 1130 Authors' Addresses 1132 Brian Haberman 1133 Johns Hopkins University 1135 Email: brian@innovationslab.net 1137 Joseph Lorenzo Hall 1138 CDT 1140 Email: joe@cdt.org 1142 Jason Livingood 1143 Comcast 1145 Email: jason_livingood@comcast.com