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Please replace those with straight textual mentions of the documents in question. == The 'Obsoletes: ' line in the draft header should list only the _numbers_ of the RFCs which will be obsoleted by this document (if approved); it should not include the word 'RFC' in the list. -- The abstract seems to indicate that this document obsoletes RFC4333, but the header doesn't have an 'Obsoletes:' line to match this. -- The abstract seems to indicate that this document obsoletes RFC4071, but the header doesn't have an 'Obsoletes:' line to match this. Miscellaneous warnings: ---------------------------------------------------------------------------- == The copyright year in the IETF Trust and authors Copyright Line does not match the current year -- The document date (February 25, 2019) is 1887 days in the past. Is this intentional? 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'IETF-LLC-A' == Outdated reference: A later version (-08) exists of draft-ietf-iasa2-rfc2031bis-04 == Outdated reference: A later version (-09) exists of draft-ietf-iasa2-rfc7437bis-05 -- Obsolete informational reference (is this intentional?): RFC 2031 (Obsoleted by RFC 8712) -- Obsolete informational reference (is this intentional?): RFC 4071 (Obsoleted by RFC 8711) -- Obsolete informational reference (is this intentional?): RFC 4333 (Obsoleted by RFC 8711) -- Obsolete informational reference (is this intentional?): RFC 7691 (Obsoleted by RFC 8711) -- Obsolete informational reference (is this intentional?): RFC 8318 (Obsoleted by RFC 8713) Summary: 1 error (**), 0 flaws (~~), 7 warnings (==), 9 comments (--). 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: RFC4071, RFC4333, RFC7691 (if J. Hall 5 approved) CDT 6 Intended status: Best Current Practice J. Livingood 7 Expires: August 29, 2019 Comcast 8 February 25, 2019 10 Structure of the IETF Administrative Support Activity, Version 2.0 11 draft-ietf-iasa2-rfc4071bis-05 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 IETF Administrative Oversight Committee (IAOC) was 25 eliminated, and its oversight and advising functions transferred to 26 the IETF LLC Board. 28 The IETF LLC provides the corporate legal home for the IETF, the 29 Internet Architecture Board (IAB), and the Internet Research Task 30 Force (IRTF). 32 This document describes the structure of the IETF Administrative 33 Support Activity, version 2 (IASA 2.0). It defines the roles and 34 responsibilities of the IETF LLC Board, the IETF Executive Director, 35 and ISOC in the fiscal and administrative support of the IETF 36 standards process. It also defines the membership and selection 37 rules for the IETF LLC Board. 39 This document obsoletes [RFC4071], [RFC4333], and [RFC7691]. 41 Status of This Memo 43 This Internet-Draft is submitted in full conformance with the 44 provisions of BCP 78 and BCP 79. 46 Internet-Drafts are working documents of the Internet Engineering 47 Task Force (IETF). Note that other groups may also distribute 48 working documents as Internet-Drafts. The list of current Internet- 49 Drafts is at https://datatracker.ietf.org/drafts/current/. 51 Internet-Drafts are draft documents valid for a maximum of six months 52 and may be updated, replaced, or obsoleted by other documents at any 53 time. It is inappropriate to use Internet-Drafts as reference 54 material or to cite them other than as "work in progress." 56 This Internet-Draft will expire on August 29, 2019. 58 Copyright Notice 60 Copyright (c) 2019 IETF Trust and the persons identified as the 61 document authors. All rights reserved. 63 This document is subject to BCP 78 and the IETF Trust's Legal 64 Provisions Relating to IETF Documents 65 (https://trustee.ietf.org/license-info) in effect on the date of 66 publication of this document. Please review these documents 67 carefully, as they describe your rights and restrictions with respect 68 to this document. Code Components extracted from this document must 69 include Simplified BSD License text as described in Section 4.e of 70 the Trust Legal Provisions and are provided without warranty as 71 described in the Simplified BSD License. 73 Table of Contents 75 1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . 3 76 2. Scope Limitation . . . . . . . . . . . . . . . . . . . . . . 4 77 3. LLC Agreement with the Internet Society . . . . . . . . . . . 4 78 4. Definitions and Principles . . . . . . . . . . . . . . . . . 5 79 4.1. Terminology . . . . . . . . . . . . . . . . . . . . . . . 5 80 4.2. Key Differences From the Old IASA Structure to IASA 2.0 . 6 81 4.3. General IETF LLC Responsibilities . . . . . . . . . . . . 6 82 4.4. IETF LLC Working Principles . . . . . . . . . . . . . . . 7 83 4.5. Principles of the IETF and ISOC Relationship . . . . . . 8 84 4.6. Relationship of the IETF LLC Board to the IETF Leadership 8 85 4.7. Review of IETF Executive Director and IETF LLC Board 86 Decisions . . . . . . . . . . . . . . . . . . . . . . . . 9 87 4.8. Termination and Change . . . . . . . . . . . . . . . . . 9 88 5. Structure of IASA2 . . . . . . . . . . . . . . . . . . . . . 9 89 5.1. IETF Executive Director and Staff Responsibilities . . . 9 90 5.2. IETF LLC Board Responsibilities . . . . . . . . . . . . . 11 91 5.3. Board Design Goals . . . . . . . . . . . . . . . . . . . 13 92 6. IETF LLC Board Membership, Selection and Accountability . . . 13 93 6.1. Board Composition . . . . . . . . . . . . . . . . . . . . 14 94 6.2. IETF LLC-Appointed Directors . . . . . . . . . . . . . . 14 95 6.3. Recruiting IETF LLC Board Directors . . . . . . . . . . . 14 96 6.4. IETF LLC Board Director Term Length . . . . . . . . . . . 15 97 6.5. IETF LLC Board Director Limit . . . . . . . . . . . . . . 15 98 6.6. Staggered Terms . . . . . . . . . . . . . . . . . . . . . 15 99 6.7. IETF LLC Board Director Removal . . . . . . . . . . . . . 16 100 6.8. Filling an IETF LLC Board Director Vacancy . . . . . . . 16 101 6.9. Quorum . . . . . . . . . . . . . . . . . . . . . . . . . 16 102 6.10. Board Voting . . . . . . . . . . . . . . . . . . . . . . 16 103 6.11. Interim Board . . . . . . . . . . . . . . . . . . . . . . 16 104 6.12. Board Positions . . . . . . . . . . . . . . . . . . . . . 17 105 7. IETF LLC Funding . . . . . . . . . . . . . . . . . . . . . . 17 106 7.1. Financial Statements . . . . . . . . . . . . . . . . . . 17 107 7.2. Bank and Investment Accounts . . . . . . . . . . . . . . 18 108 7.3. Financial Audits . . . . . . . . . . . . . . . . . . . . 18 109 7.4. ISOC Financial Support . . . . . . . . . . . . . . . . . 18 110 7.5. IETF Meeting Revenues . . . . . . . . . . . . . . . . . . 18 111 7.6. Sponsorships and Donations to the IETF LLC . . . . . . . 18 112 7.7. Focus of Funding Support . . . . . . . . . . . . . . . . 19 113 7.8. Charitable Fundraising Practices . . . . . . . . . . . . 19 114 7.9. Operating Reserve . . . . . . . . . . . . . . . . . . . . 19 115 7.10. Annual Budget Process . . . . . . . . . . . . . . . . . . 20 116 8. IETF LLC Policies . . . . . . . . . . . . . . . . . . . . . . 20 117 8.1. Conflict of Interest Policy . . . . . . . . . . . . . . . 20 118 8.2. Other Policies . . . . . . . . . . . . . . . . . . . . . 21 119 8.3. Compliance . . . . . . . . . . . . . . . . . . . . . . . 21 120 9. Three-Year Assessment . . . . . . . . . . . . . . . . . . . . 22 121 10. Security Considerations . . . . . . . . . . . . . . . . . . . 22 122 11. IANA Considerations . . . . . . . . . . . . . . . . . . . . . 22 123 12. Pronouns . . . . . . . . . . . . . . . . . . . . . . . . . . 22 124 13. Acknowledgments . . . . . . . . . . . . . . . . . . . . . . . 22 125 14. References . . . . . . . . . . . . . . . . . . . . . . . . . 22 126 14.1. Normative References . . . . . . . . . . . . . . . . . . 22 127 14.2. Informative References . . . . . . . . . . . . . . . . . 23 128 Authors' Addresses . . . . . . . . . . . . . . . . . . . . . . . 25 130 1. Introduction 132 The IETF Administrative Support Activity (IASA) was originally 133 established in 2005. In the years since then, the needs of the IETF 134 evolved in ways that required changes to its administrative 135 structure. The purpose of this document is to document and describe 136 the IASA 2.0 structure. 138 Under IASA 2.0, the work of the IETF's administrative and fundraising 139 tasks is conducted by an administrative organization, the IETF 140 Administration Limited Liability Company ("IETF LLC"). Under this 141 structure, the Internet Administrative Oversight Committee (IAOC) is 142 eliminated, and its oversight and advising functions transferred to 143 the IETF LLC Board. 145 The IETF LLC provides the corporate legal home for the IETF, the 146 Internet Architecture Board (IAB), and the Internet Research Task 147 Force (IRTF). 149 [I-D.haberman-iasa20dt-recs] discusses the challenges facing the 150 original IASA structure as well as several options for reorganizing 151 the IETF's administration under different legal structures. This 152 document outlines how the chosen option is structured and describes 153 how the organization fits together with existing and new IETF 154 community structures. 156 Under IASA 2.0, most of the responsibilities that [RFC4071] assigned 157 to the IETF Administrative Director (IAD) and the Internet Society 158 (ISOC) were transferred to the IETF LLC and IETF Administration LLC 159 Executive Director (IETF Executive Director). It is the job of the 160 IETF LLC to meet the administrative needs of the IETF and to ensure 161 that the IETF LLC meets the needs of the IETF community. 163 Eliminating the IAOC meant that changes were required in how trustees 164 could be appointed to the IETF Trust. The details of how this is 165 done are outside the scope of this document but are covered in 166 [I-D.ietf-iasa2-trust-update]. 168 This document obsoletes [RFC4071], which specified the original IASA, 169 [RFC4333], which specified the selection guidelines and process for 170 IAOC members and [RFC7691], which specified terms for IAOC members. 172 2. Scope Limitation 174 The document does not propose any changes related to the standards 175 process as currently conducted by the Internet Engineering Steering 176 Group (IESG) and Internet Architecture Board (IAB). In addition, no 177 changes are made to the appeals chain, the process for making and 178 confirming IETF and IAB appointments, the technical work of the 179 Internet Research Task Force (IRTF), or to ISOC's membership in or 180 support of other organizations. 182 3. LLC Agreement with the Internet Society 184 The LLC Agreement between the IETF LLC and ISOC is available at 185 [IETF-LLC-A]. This IASA2 structure, and thus this document, depends 186 on the LLC Agreement and will refer to it to help explain certain 187 aspects of the legal relationship between the IETF LLC and ISOC. 189 The LLC Agreement was developed between legal representatives of the 190 IETF and ISOC and includes all critical terms of the relationship, 191 while still enabling maximum unilateral flexibility for the IETF LLC 192 Board. The LLC Agreement includes only basic details about how the 193 Board manages itself or manages IETF LLC staff, so that the Board has 194 flexibility to make changes without amending the agreement. The 195 Board can independently develop policy or procedures documents that 196 fill gaps. 198 4. Definitions and Principles 200 4.1. Terminology 202 Although most of the terms, abbreviations, and acronyms used in this 203 document are reasonably well known, first-time readers may find some 204 terminology confusing. This section therefore attempts to provide a 205 quick summary. 207 IAB: Internet Architecture Board (see [RFC2026], [RFC2850]). 209 IAD: IETF Administrative Director, a role obsoleted by this document 210 and the ISOC/IETF LLC Agreement ([IETF-LLC-A]) and replaced by the 211 IETF LLC Executive Director. 213 IAOC: IETF Administrative Oversight Committee, a committee that 214 oversaw IETF administrative activity. The IAOC is obsoleted by this 215 document and replaced by the IETF LLC Board. The IETF Trust was 216 formerly populated by IAOC members. Its membership is now distinct 217 from that of the IETF LLC Board (See [I-D.ietf-iasa2-trust-update]).) 219 IASA: The IETF Administrative Support Activity, defined by [RFC4071] 220 and updated by this document and the ISOC/IETF LLC Agreement 221 ([IETF-LLC-A]). IASA consists of the IETF LLC board, employees, and 222 contractors. Uses of the term 'IASA' as a proper noun may imply a 223 subset of these roles, or all of them. 225 IASA 2.0: Version 2.0 of the IETF Administrative Support Activity, 226 defined by this document. 228 IESG: Internet Engineering Steering Group (see [RFC2026], [RFC3710]). 230 IETF: Internet Engineering Task Force (see [RFC3233]). 232 IETF Administration LLC: The legal entity - a disregarded Limited 233 Liability Company (LLC) of The Internet Society - established to 234 provide a corporate legal framework for facilitating current and 235 future activities related to the IETF, IAB, and IRTF. It was 236 established by the ISOC/IETF LLC Agreement ([IETF-LLC-A]) and is 237 referred to as "IETF LLC." 238 IETF LLC Executive Director: the Executive Director for the IETF LLC, 239 responsible for day-to-day administrative and operational direction 240 (See Section 5.1). Also referred to as "IETF Executive Director". 242 IETF LLC Board: The Board of Directors of the IETF LLC. The IETF LLC 243 Board is formally a multi-member "manager" of the IETF LLC on behalf 244 of ISOC (See Section 5.2). 246 ISOC: Internet Society (see [I-D.ietf-iasa2-rfc2031bis] and [ISOC]). 248 4.2. Key Differences From the Old IASA Structure to IASA 2.0 250 o The IAOC and IAD roles defined in RFC 4071 are eliminated. 252 o The former ISOC and IAD responsibilities are assigned to a new 253 organization, IETF Administration LLC. 255 o The Board of Directors of the IETF LLC - formally a multi-member 256 "manager" of the IETF LLC on behalf of ISOC - assumes the 257 oversight responsibilities of the IAOC. 259 o The Board of the IETF LLC is more focused on strategy and 260 oversight than the IAOC was, with the IETF Executive Director and 261 their team in charge of day-to-day operations. 263 o The IAD role is replaced with the IETF Executive Director role. 265 o The role that was previously referred to as "IETF Executive 266 Director" in older documents such as [RFC2026] is now "Managing 267 Director, IETF Secretariat". 269 4.3. General IETF LLC Responsibilities 271 The IETF LLC is established to provide administrative support to the 272 IETF. It has no authority over the standards development activities 273 of the IETF. 275 The responsibilities of the IETF LLC are: 277 o Operations. The IETF LLC is responsible for supporting the 278 ongoing operations of the IETF, including meetings and non-meeting 279 activities. 281 o Finances. The IETF LLC is responsible for managing the IETF's 282 finances and budget. 284 o Fundraising. The IETF LLC is responsible for raising money on 285 behalf of the IETF. 287 o Compliance. The IETF LLC is responsible for establishing and 288 enforcing policies to ensure compliance with applicable laws, 289 regulations, and rules. 291 The manner by which these responsibilities under the IETF LLC are 292 organized is intended to address the problems described in Sections 293 3.1.1., 3.1.2, and 3.1.3 of [I-D.haberman-iasa20dt-recs]. 294 Specifically, this is intended to bring greater clarity around roles, 295 responsibilities, representation, decision-making, and authority. 297 In addition, by having the IETF LLC manage the IETF's finances and 298 conduct the IETF's fundraising, confusion about who is responsible 299 for representing the IETF to sponsors and who directs the uses of 300 sponsorship funds should have been eliminated. Finally, having the 301 IETF LLC reside in a defined, distinct legal entity, and taking 302 responsibility for operations, enables the organization to execute 303 its own contracts without the need for review and approval by ISOC. 305 4.4. IETF LLC Working Principles 307 The IETF LLC is expected to conduct its work according to the 308 following principles: 310 o Transparency. The IETF LLC is expected to keep the IETF community 311 informed about its work, subject to reasonable confidentiality 312 concerns, and to engage with the community to obtain consensus- 313 based community input on key issues and otherwise as needed. The 314 IETF community expects complete visibility into the financial and 315 legal structure of the IETF LLC. This includes information about 316 the IETF LLC annual budget and associated regular financial 317 reports, results of financial and any other independent audits, 318 tax filings, significant contracts or other significant long-term 319 financial commitments that bind the IETF LLC. As discussed in 320 [ietf101-slides], whatever doesn't have a specific justification 321 for being kept confidential is expected to be made public. The 322 Board is expected to develop and maintain a public list of 323 confidential items, describing the nature of the information and 324 the reason for confidentiality. The Board will also publish its 325 operating procedures. 327 o Responsiveness to the community. The IETF LLC is expected to act 328 consistently with the documented consensus of the IETF community, 329 to be responsive to the community's needs, and to adapt its 330 decisions in response to consensus-based community feedback. 332 o Diligence. The IETF LLC is expected to act responsibly so as to 333 minimize risks to IETF participants and to the future of the IETF 334 as a whole, such as financial risks. 336 o Unification: The IETF LLC is responsible for providing unified 337 legal, financial, and administrative support for operation of the 338 IETF, IAB, and IRTF, and financial support for the operation of 339 the RFC Editor. 341 o Transfer or Dissolution: Consistent with [IETF-LLC-A], the IETF 342 LLC subsidiary may be transferred from ISOC to another 343 organization, at the request of either party. Similarly, the IETF 344 LLC may be dissolved if necessary. Should either event occur, the 345 IETF community should be closely involved in any decisions and 346 plans. Any transfer, transition, or dissolution should be 347 conducted carefully and with minimal potential disruption to the 348 IETF. 350 The transparency and responsiveness principles are designed to 351 address the concern outlined in Section 3.3 of 352 [I-D.haberman-iasa20dt-recs] about the need for improved timeliness 353 of sharing of information and decisions and seeking community 354 comments. The issue of increased transparency was important 355 throughout the IASA 2.0 process, with little to no dissent. It was 356 recognized that there will naturally be confidentiality requirements 357 about some aspects of contracting, personnel matters, and other 358 narrow areas. 360 4.5. Principles of the IETF and ISOC Relationship 362 ISOC and the IETF have historically been philosophically aligned. 363 The principles of the relationship between the IETF and ISOC are 364 outlined in [I-D.ietf-iasa2-rfc2031bis]. ISOC's connection with the 365 IETF community has always played an important role in its policy 366 work. ISOC has always been an advocate for multistakeholder 367 processes, which includes the technical community. Open standards 368 are an explicit part of one of the focus areas in ISOC's mission: 369 Advancing the development and application of Internet infrastructure, 370 technologies, and open standards. 372 On a practical level, the IETF LLC is a distinct entity (a 373 disregarded entity) of ISOC. The IETF remains responsible for the 374 development and quality of the Internet Standards. ISOC aids the 375 IETF by providing it a legal entity within which the IETF LLC exists, 376 as well as with financial support. ISOC has no influence whatsoever 377 on the technical content of Internet Standards. 379 4.6. Relationship of the IETF LLC Board to the IETF Leadership 381 The IETF LLC Board is directly accountable to the IETF community for 382 the performance of the IASA 2.0. However, the nature of the Board's 383 work involves treating the IESG and IAB as major internal customers 384 of the administrative support services. The Board and the IETF 385 Executive Director should not consider their work successful unless 386 the IESG and IAB are also satisfied with the administrative support 387 that the IETF is receiving. 389 4.7. Review of IETF Executive Director and IETF LLC Board Decisions 391 The IETF LLC Board is directly accountable to the IETF community for 392 the performance of the IASA 2.0, including hiring and managing the 393 IETF Executive Director. In extreme cases of dissatisfaction with 394 the IETF LLC, the IETF community can utilize the recall process as 395 noted in Section 6.7. 397 Anyone in the community of IETF participants may ask the Board for a 398 formal review of a decision or action by the IETF Executive Director 399 or Board if they believe this was not undertaken in accordance with 400 IETF BCPs or IETF LLC Board policies and procedures. 402 A formal request for review must be addressed to the IETF LLC Board 403 chair and must include a description of the decision or action to be 404 reviewed, an explanation of how, in the requestor's opinion, the 405 decision or action violates the BCPs or IASA 2.0 operational 406 guidelines, and a suggestion for how the situation could be 407 rectified. 409 The IETF LLC shall respond to such requests within a reasonable 410 period, typically within 90 days, and shall publicly publish 411 information about the request and the corresponding response and/or 412 result. 414 4.8. Termination and Change 416 Any major change to the IASA 2.0 arrangements shall require a similar 417 level of community consensus and deliberation and shall be reflected 418 by a subsequent Best Current Practice (BCP) document. 420 5. Structure of IASA2 422 5.1. IETF Executive Director and Staff Responsibilities 424 The IETF LLC is led by an IETF Executive Director chosen by the 425 Board. The IETF Executive Director is responsible for managing the 426 day-to-day operations of the IETF LLC, including hiring staff to 427 perform various operational functions. The IETF Executive Director 428 and any staff may be employees or independent contractors. 430 Allowing for the division of responsibilities among multiple staff 431 members and contractors is designed to address some of the concerns 432 raised in Section 3.2 (Lack of Resources) and Section 3.4 (Funding/ 433 Operating Model Mismatch and Rising Costs) of 434 [I-D.haberman-iasa20dt-recs]. 436 Based on the amount of work previously undertaken by the IAD and 437 others involved in the IETF administration, the design of the IETF 438 LLC anticipated that the IETF Executive Director may need to hire 439 multiple additional staff members. For example, resources to manage 440 fundraising, to manage the various contractors that are engaged to 441 fulfill the IETF's administrative needs, and to support outreach and 442 communications were envisioned. 444 The IETF has historically benefitted from the use of contractors for 445 accounting, finance, meeting planning, administrative assistance, 446 legal counsel, tools, and web site support, as well as other services 447 related to the standards process (RFC Editor and IANA). Prior to 448 making the transition from IASA to IASA 2.0, the IETF budget 449 reflected specific support from ISOC for communications and 450 fundraising as well as some general support for accounting, finance, 451 legal, and other services. The division of responsibilities between 452 staff and contractors is at the discretion of the IETF Executive 453 Director and their staff. 455 The IETF has a long history of community involvement in the execution 456 of certain administrative functions, in particular development of 457 IETF tools, the NOC's operation of the meeting network, and some 458 outreach and communications activities conducted by the Education and 459 Mentoring Directorate. The IETF LLC staff is expected to respect the 460 IETF community's wishes about community involvement in these and 461 other functions going forward as long as the staff feels that they 462 can meet the otherwise-stated needs of the community. Establishing 463 the framework to allow the IETF LLC to staff each administrative 464 function as appropriate may require the IETF community to document 465 its consensus expectations in areas where no documentation currently 466 exists. 468 In summary, the IETF Executive Director, with support from the team 469 that they alone direct and lead, is responsible for: 471 o Developing and refining an annual budget and other strategic 472 financial planning documents at the direction of the Board. 474 o Executing on the annual budget, including reporting to the Board 475 regularly with forecasts and actual performance to budget. 477 o Hiring and/or contracting the necessary resources to meet their 478 goals, within the defined limits of the IETF Executive Director's 479 authority and within the approved budget. This includes managing 480 and leading any such resources, including performing regular 481 performance reviews. 483 o Following the pre-approval guidelines set forth by the Board for 484 contracts or other decisions that have financial costs that exceed 485 a certain threshold of significance. Such thresholds are expected 486 to be set reasonably high so that the need for such approvals is 487 infrequent and only occurs when something is truly significant or 488 otherwise exceptional. It is expected that the IETF Executive 489 Director is sufficiently empowered to perform the job on a day-to- 490 day basis, being held accountable for meeting high level goals 491 rather than micromanaged. 493 o Regularly updating the Board on operations and other notable 494 issues as reasonable and appropriate. 496 o Ensuring that all staff and/or other resources comply with any 497 applicable policies established or approved by the Board, such as 498 ethics guidelines and/or a code of conduct. 500 5.2. IETF LLC Board Responsibilities 502 This section is intended to provide a summary of key IETF LLC Board 503 responsibilities, but the precise and legally binding 504 responsibilities are defined in the LLC Agreement [IETF-LLC-A]. To 505 the extent to which there are unintentional differences or other 506 confusion between this document and the LLC Agreement, the LLC 507 Agreement is in all cases authoritative. 509 The Board has duties of loyalty, care, and good faith, and a legal 510 and fiduciary responsibility. It will set broad strategic direction 511 for the LLC, and will be responsible for adopting an annual budget, 512 hiring or terminating an IETF Executive Director (or amending the 513 terms of their engagement), adopting any employee benefit plans, 514 consulting the relevant IETF communities on matters related to the 515 LLC as appropriate, approving any changes to the LLC governance 516 structure, incurring any debt, and approving entering into agreements 517 that that meet a significant materiality threshold to be determined 518 by the Board. The IETF LLC Board is expected to delegate management 519 of day-to-day activities and related decision-making to staff. 521 Per Section 5(d) of the LLC Agreement and as also described in 522 Section 4.4, the Board shall, as appropriate, act transparently and 523 provide the IETF community with an opportunity to review and discuss 524 any proposed changes to the IETF LLC structure prior to their 525 adoption. 527 The role of the Board is to ensure that the strategy and conduct of 528 the IETF LLC is consistent with the IETF's needs - both its concrete 529 needs and its needs for transparency and accountability. The Board 530 is not intended to directly define the IETF's needs; to the extent 531 that is required, the IETF community should document its needs in 532 consensus-based RFCs (e.g., as the community did in 533 [I-D.ietf-mtgvenue-iaoc-venue-selection-process]) and provide more 534 detailed input via consultations with the Board (such as takes place 535 on email discussion lists or at IETF meetings). 537 Key IETF LLC Board responsibilities include: 539 o Set broad strategic direction for the LLC. 541 o Hire or terminate an IETF Executive Director (or amending the 542 terms of their engagement). 544 o Delegate management of day-to-day activities and related decision- 545 making to staff. 547 o Adopt any employee benefit plans. 549 o Consult the relevant IETF communities on matters related to the 550 LLC, as appropriate. 552 o Approve any changes to the LLC governance structure. 554 o Adopt an annual budget and, as necessary, incur any debt. 556 o Prepare accurate and timely financial statements for ISOC, and in 557 accordance with generally accepted accounting principles. 559 o Provide assistance to help facilitate ISOC's tax compliance, 560 including but not limited to assistance related to preparing the 561 Form 990 and responding to any IRS questions and audits. 563 o Approve entering into agreements that that meet a significant 564 materiality threshold to be determined by the Board. 566 o Limit its activities to the purposes as set forth in Section 4 of 567 the LLC Agreement, in a manner consistent with ISOC's charitable 568 purposes. 570 o Establish an investment policy. 572 o Use best efforts to conduct all of its activities in strict 573 compliance with the LLC Agreement and all applicable laws, rules 574 and regulations. 576 o Ensure that IETF LLC is run in a manner that is transparent and 577 accountable to the IETF community; 579 o Develop policies, including those noted in Section 8), procedures, 580 and a compliance program. 582 o Obtain Commercial General Liability and other appropriate 583 insurance policies, with agreed-upon coverage limits. 585 o Recruit new Directors for consideration in all of the various 586 appointment processes. 588 5.3. Board Design Goals 590 A goal of this Board composition is to balance the need for the IETF 591 LLC to be accountable to the IETF community with the need for this 592 Board to have the expertise necessary to oversee a small non-profit 593 company. The Board is smaller than the previous IAOC and the other 594 leadership bodies of the IETF, in part to keep the Board focused on 595 its rather limited set of strategic responsibilities as noted in 596 Section 5.2. 598 This board structure, with limited strategic responsibilities noted 599 in Section 5.2 and limited size, together with the staff 600 responsibilities noted in Section 5.1, is designed to overcome the 601 challenges described in Section 3.1.4 of [I-D.haberman-iasa20dt-recs] 602 concerning oversight. This establishes a clear line of oversight 603 over staff performance: the IETF LLC Board oversees the IETF 604 Executive Director's performance and has actual legal authority to 605 remove a non-performing IETF Executive Director. The IETF Executive 606 Director is responsible for the day-to-day operation of the IETF LLC. 608 Finally, the Board would be expected to operate transparently, to 609 further address the concern raised in Section 3.3 of 610 [I-D.haberman-iasa20dt-recs]. The default transparency rule arrived 611 at during the IASA 2.0 design process is detailed above in 612 Section 4.4. The Board will need to establish how it will meet that 613 commitment. 615 6. IETF LLC Board Membership, Selection and Accountability 617 The section outlines the composition of the IETF LLC Board, selection 618 of IETF LLC Board Directors, and related details. 620 6.1. Board Composition 622 There is a minimum of 5 directors, expandable to 6 or 7. 624 o 1 IETF Chair or delegate selected by the IESG 626 o 1 Appointed by the ISOC Board of Trustees 628 o 3 Selected by the IETF NomCom, confirmed by the IESG 630 o Up to 2 Appointed by the IETF LLC board itself, on an as-needed 631 basis, confirmed by the IESG 633 For the first slot listed above, the presumption is that the IETF 634 Chair will serve on the board. At the IESG's discretion, another 635 area director may serve instead, or exceptionally the IESG may run a 636 selection process to appoint a director. The goal of having this 637 slot on the board is to maintain coordination and communication 638 between the board and the IESG. 640 6.2. IETF LLC-Appointed Directors 642 As noted above, a maximum of two Directors may be appointed by the 643 IETF LLC Board. They can obviously choose to appoint none, one, or 644 two. These appointments need not be on an exceptional basis, but 645 rather be routine, and may occur at any time of the year since it is 646 on an as-needed basis. 648 The appointment of a Board-appointed Director requires a two-thirds 649 majority vote of the Directors then in office, and the appointee 650 shall take office immediately upon appointment. The term of each 651 appointment is designated by the Board, with the maximum term being 652 three years, or until their earlier resignation, removal or death. 653 The Board may decide on a case-by-case basis how long each term shall 654 be, factoring in the restriction for consecutive terms in 655 Section 6.4. 657 6.3. Recruiting IETF LLC Board Directors 659 The Board itself is expected to take an active role in recruiting 660 potential new Directors, regardless of the process that may be used 661 to appoint them. In particular, the NomCom is primarily focused on 662 considering requirements expressed by the Board and others, reviewing 663 community feedback on candidates, conducting candidate interviews, 664 and ultimately appointing Directors. The Board and others can 665 recruit potential Directors and get them into the consideration 666 process of the NomCom or into open considerations processes of the 667 other appointing bodies if those bodies choose to use such processes. 669 6.4. IETF LLC Board Director Term Length 671 The term length for a Director is three years. The exceptions to 672 this guideline are: 674 o For the terms for some Directors during the first full formation 675 of the IETF LLC Board in order to establish staggered terms and 676 for any appointments to fill a vacancy. 678 o The Director slot occupied by the IETF Chair ex officio or a 679 delegate selected by the IESG will serve a two-year term. This 680 makes the term length for this slot the same as the term lengths 681 established in [I-D.ietf-iasa2-rfc7437bis], Section 3.4. 683 6.5. IETF LLC Board Director Limit 685 A director may serve no more than two consecutive terms. A director 686 cannot serve a third term until three years have passed since their 687 second consecutive term. An exception is if a Director role is 688 occupied by the IETF Chair ex officio, since that person's service is 689 governed instead by the term lengths established in 690 [I-D.ietf-iasa2-rfc7437bis], Section 3.4. 692 An exception to the two consecutive term rule is for an IETF LLC- 693 appointed Director. For such a Director, they may serve only one 694 term via this appointment method, after which any subsequent terms 695 would be occur via other appointment or selection processes (such as 696 via the NomCom process). 698 Lastly, partial terms of less than three years for the initial 699 appointments to the first full board, for which some Directors will 700 have terms of one or two years, do not count against the term limit. 702 The limit on consecutive terms supports the healthy regular 703 introduction of new ideas and energy into the Board and mitigates 704 potential long-term risk of ossification or conflict, without 705 adversely impacting the potential pool of director candidates over 706 time. 708 6.6. Staggered Terms 710 The Internet Society Board of Trustees, the IESG, the Nominating 711 Committee, and the Board are expected to coordinate with each other 712 to ensure that collectively their appointment or selection processes 713 provide for no more than three Directors' terms concluding in the 714 same year. 716 6.7. IETF LLC Board Director Removal 718 NomCom-appointed Directors may be removed with or without cause. A 719 vote in favor of removal must be no fewer than the number of 720 Directors less two. So for example, if there are seven directors, 721 then five votes are required. Directors may also be removed via the 722 IETF recall process defined in [I-D.ietf-iasa2-rfc7437bis], 723 Section 7. 725 6.8. Filling an IETF LLC Board Director Vacancy 727 It shall be the responsibility of each respective body that appointed 728 or selected a Director that vacates the Board to appoint a new 729 Director to fill the vacancy. For example, if a Director selected by 730 the NomCom departs the Board prior to the end of their term for 731 whatever reason, then it is the responsibility of the NomCom (using 732 its mid-term rules, as specified in [I-D.ietf-iasa2-rfc7437bis], 733 Section 3.5) as the original appointing body to designate a 734 replacement that will serve out the remainder of the term of the 735 departed Director. However, this obligation will not apply to 736 vacancies in Board-appointed positions. 738 6.9. Quorum 740 At all synchronous live meetings of the Board, two-thirds of the 741 Directors then in office shall constitute a quorum for the 742 transaction of business. Unless a greater affirmative vote is 743 expressly required for an action under applicable law, the LLC 744 Agreement, or an applicable Board policy, the affirmative vote of 745 two-thirds of the Directors then in office shall be an act of the 746 Board. 748 6.10. Board Voting 750 Board decisions may be made either by vote communicated in a 751 synchronous live (including telephonic and video) meeting, or via an 752 asynchronous written (including electronic) process. Absentee voting 753 and voting by proxy shall not be permitted. If a quorum is not 754 present at any meeting of the Board, the Directors present may 755 adjourn the meeting from time to time, without notice other than 756 announcement at the meeting, until a quorum is present. Voting 757 thresholds for Director removal are described in Section 6.7. 759 6.11. Interim Board 761 An initial interim Board was necessary in order to legally form and 762 bootstrap the IETF LLC. As a result, an Interim Board was formed on 763 a temporary basis until the first full board was constituted. 765 The interim Board was comprised of: 767 o The IETF chair, ex officio 769 o The IAOC chair, ex officio 771 o The IAB chair, ex officio 773 o One ISOC trustee, selected by the ISOC Board of Trustees 775 6.12. Board Positions 777 Following the formation of the first permanent Board, and annually 778 thereafter, the Directors shall elect a Director to serve as Board 779 Chair by majority vote. The IETF, IAB and IRTF chairs, and the chair 780 of ISOC's Board, will be ineligible for this Board Chair role. The 781 Board may also form committees of the Board and/or define other roles 782 for Board Directors as necessary. 784 7. IETF LLC Funding 786 The IETF LLC must function within a budget of costs balanced against 787 limited revenues. The IETF community expects the IETF LLC to work to 788 attain that goal, in order to maintain a viable support function that 789 provides the environment within which the work of the IETF, IAB, 790 IRTF, and RFC Editor can remain vibrant and productive. 792 The IETF LLC was generating income from a few key sources at the time 793 that this document was written, as enumerated below. Additional 794 sources of income may be developed in the future, within the general 795 bounds noted in Section 7.8, and some of these may decline in 796 relevance or go away. As a result this list is subject to change 797 over time and is merely an example of the primary sources of income 798 for the IETF LLC at the time of this writing: 800 1. ISOC support 802 2. IETF meeting revenues 804 3. Sponsorships (monetary and/or in-kind) 806 4. Donations (monetary and/or in-kind) 808 7.1. Financial Statements 810 As noted in Section 5.2, the IETF LLC must comply with relevant tax 811 laws, such as filing an annual IRS Form 990. Other official 812 financial statements may also be required. 814 In addition to these official financial statements and forms, the 815 IETF LLC is also expected to report on a regular basis to the IETF 816 community on the current and future annual budget, budget forecasts 817 vs. actuals over the course of a fiscal year, and on other 818 significant projects as needed. This regular reporting to the IETF 819 community is expected to be reported in the form of standard 820 financial statements that reflect the income, expenses, assets, and 821 liabilities of the IETF LLC. 823 7.2. Bank and Investment Accounts 825 The IETF LLC maintains its own bank account, separate and distinct 826 from ISOC. The IETF LLC may at its discretion create additional 827 accounts as needed. Similarly, the IETF LLC may as needed create 828 investment accounts in support of its financial goals and objectives. 830 7.3. Financial Audits 832 The IETF LLC is expected to retain and work with an independent 833 auditor. Reports from the auditor are expected to be shared with the 834 IETF community and other groups and organizations as needed or as 835 required by law. 837 7.4. ISOC Financial Support 839 ISOC currently provides significant financial support to the IETF 840 LLC. Exhibit B of the [IETF-LLC-A] summarizes the financial support 841 from ISOC for the forseeable future. It is expected that this 842 support will be periodically reviewed and revised, via a cooperative 843 assessment process between ISOC and the IETF LLC. 845 7.5. IETF Meeting Revenues 847 Meeting revenues are another important source of funding that 848 supports the IETF, coming mainly from the fees paid by IETF meeting 849 participants. The IETF Executive Director sets those meeting fees, 850 in consultation with other IETF staff and the IETF community, and 851 approval by the IETF LLC Board. Setting these fees and projecting 852 the number of participants at future meetings is a key part of the 853 annual budget process. 855 7.6. Sponsorships and Donations to the IETF LLC 857 Sponsorships and donations are an essential component of the 858 financial support for the IETF. Within the general bounds noted in 859 Section 7.8, the IETF LLC is responsible for fundraising activities 860 in order to establish, maintain, and grow a strong foundation of 861 donation revenues. This can and does include both direct financial 862 contributions as well as in-kind contributions, such as equipment, 863 software licenses, and services. 865 Sponsorships and donations to the IETF LLC do not (and must not) 866 convey to donors any special oversight or direct influence over the 867 IETF's technical work or other activities of the IETF or IETF LLC. 868 This helps ensure that no undue influence may be ascribed to those 869 from whom funds are raised, and so helps to maintain an open and 870 consensus-based IETF standards process. 872 To the extent that the IETF LLC needs to undertake any significant 873 special projects for the IETF, the IETF LLC may need to fundraise 874 distinctly for those special projects. As a result, the IETF LLC may 875 conduct fundraising to support the IETF in general as well as one or 876 more special fundraising efforts (which may also be accounted for 877 distinctly and be held in a separate bank account or investment, as 878 needed). 880 7.7. Focus of Funding Support 882 The IETF LLC exists to support the IETF, IAB, and IRTF. Therefore, 883 the IETF LLC's funding and all revenues, in-kind contributions, and 884 other income that comprise that funding shall be used solely to 885 support activities related to the IETF, IAB, and IRTF and for no 886 other purposes. 888 7.8. Charitable Fundraising Practices 890 When the IETF LLC conducts fundraising, it substantiates charitable 891 contributions on behalf of ISOC - meaning that according to US tax 892 law, the IETF LLC must send a written acknowledgment of contributions 893 to donors. The IETF LLC evaluates and facilitates state, federal, 894 and other applicable law and regulatory compliance for ISOC and/or 895 the LLC with respect to such fundraising activities. In addition, 896 the IETF LLC ensures that all fundraising activities are conducted in 897 compliance with any policies developed by the IETF LLC, including but 898 not limited to those noted in Section 8. 900 7.9. Operating Reserve 902 An initial target operating reserve has been specified in Exhibit B 903 of the [IETF-LLC-A]. That says that the IETF LLC should maintain an 904 operating reserve equal to the IETF LLC's budgeted Net Loss for 2019 905 multiplied times three. The IETF LLC, in cooperation with ISOC, may 906 regularly review the financial target for this reserve fund, as noted 907 in the [IETF-LLC-A] or as otherwise necessary. 909 Should the IETF LLC generate an annual budget surplus, it may choose 910 to direct all or part of the surplus towards the growth of the 911 operating reserve. 913 7.10. Annual Budget Process 915 As noted in Section 4.3, the IETF LLC is responsible for managing the 916 IETF's finances and budget. A key part of this responsibility is 917 establishing, maintaining, and successfully meeting an annual budget. 918 This is essential to the continued operation and vibrancy of the 919 IETF's technical activities and establishes trust with ISOC, 920 sponsors, and donors that funds are being appropriately spent, and 921 that financial oversight is being conducted properly. This is also 922 essential to the IETF LLC meeting applicable legal and tax 923 requirements and is a core part of the Board's fiduciary 924 responsibilities. 926 As explained in Section 5.1, the IETF Executive Director is expected 927 to develop, execute, and report on the annual budget. Regular 928 reporting is expected to include forecast vs. budget statements, 929 including updated projections of income and expenses for the full 930 fiscal year. 932 The Board, as explained in Section 5.2, is expected to review and 933 approve the budget, as well as to provide ongoing oversight of the 934 budget and of any other significant financial matters. 936 The annual budget is expected to be developed in an open, 937 transparent, and collaborative manner, in accordance with 938 Section 4.4. The specific timeline for the development, review, and 939 approval of the IETF LLC annual budget is established by the Board 940 and may be revised as needed. 942 8. IETF LLC Policies 944 The Board is expected to maintain policies as necessary to achieve 945 the goals of the IETF LLC, meet transparency expectations of the 946 community, comply with applicable laws or regulations, or for other 947 reasons as appropriate. All policies are expected to be developed 948 with input from the IETF community. Some policies provided by ISOC 949 and past policies developed by the previous IAOC may provide a useful 950 starting point for the Board to consider. 952 8.1. Conflict of Interest Policy 954 The Board is expected to maintain a Conflict of Interest policy for 955 the IETF LLC. While the details are determined by the Board, at a 956 minimum such policy is expected to include the following: 958 o The IETF, ISOC Board, IAB, or IRTF chair cannot be chair of the 959 IETF LLC Board, though they may serve as a Director. 961 o A Director cannot be a paid consultant or employee of the IETF 962 Executive Director or their sub-contractors, nor a paid consultant 963 or employee of ISOC. 965 8.2. Other Policies 967 The Board is expected to maintain additional policies for the IETF 968 LLC as necessary, covering Directors, employees, and contractors, 969 concerning issues such as: 971 o Acceptance of gifts and other non-cash compensation; 973 o Travel and expense reimbursement; 975 o Anti-bribery; 977 o Code of conduct; 979 o Anti-harassment; 981 o Non-discrimination; 983 o Whistleblower; 985 o Document retention; 987 o Export controls; 989 o Anti-terrorism sanctions; 991 o Data protection and privacy; 993 o Social media 995 8.3. Compliance 997 The IETF LLC is expected to implement a compliance program to ensure 998 its compliance with all applicable laws, rules and regulations, 999 including without limitation laws governing bribery, anti-terrorism 1000 sanctions, export controls, data protection/privacy, as well as other 1001 applicable policies noted in Section 8. In addition, actions and 1002 activities of the IETF LLC must be consistent with 501(c)(3) 1003 purposes. 1005 The IETF LLC is expected report to ISOC and the IETF community on the 1006 implementation of its compliance plan on an annual basis. 1008 9. Three-Year Assessment 1010 The IETF LLC, with the involvement of the community, shall conduct 1011 and complete an assessment of the structure, processes, and operation 1012 of IASA 2.0 and the IETF LLC. This should be presented to the 1013 community after a period of roughly three years of operation. The 1014 assessment may potentially include recommendations for improvements 1015 or changes to the IASA2 and/or IETF LLC. 1017 10. Security Considerations 1019 This document describes the structure of the IETF's Administrative 1020 Support Activity (IASA), version 2 (IASA2). It introduces no 1021 security considerations for the Internet. 1023 11. IANA Considerations 1025 This document has no IANA considerations in the traditional sense. 1026 However, some of the information in this document may affect how the 1027 IETF standards process interfaces with the IANA, so the IANA may be 1028 interested in the contents. 1030 12. Pronouns 1032 This document has used "they" and "their" as a non-gender-specific 1033 pronoun to refer to a single individual. 1035 13. Acknowledgments 1037 Thanks to Jari Arkko, Richard Barnes, Brian E Carpenter, Alissa 1038 Cooper, John C Klensin, Bob Hinden, Jon Peterson, Sean Turner and the 1039 IASA2 Working Group for discussions of possible structures, and to 1040 the attorneys of Morgan Lewis and Brad Biddle for legal advice. 1042 14. References 1044 14.1. Normative References 1046 [IETF-LLC-A] 1047 The Internet Society, "Limited Liability Company Agreement 1048 of IETF Administration LLC", August 2018, 1049 . 1052 14.2. Informative References 1054 [I-D.haberman-iasa20dt-recs] 1055 Haberman, B., Arkko, J., Daigle, L., Livingood, J., Hall, 1056 J., and E. Rescorla, "IASA 2.0 Design Team 1057 Recommendations", draft-haberman-iasa20dt-recs-03 (work in 1058 progress), November 2018. 1060 [I-D.ietf-iasa2-rfc2031bis] 1061 Camarillo, G. and J. Livingood, "The IETF-ISOC 1062 Relationship", draft-ietf-iasa2-rfc2031bis-04 (work in 1063 progress), February 2019. 1065 [I-D.ietf-iasa2-rfc7437bis] 1066 Kucherawy, M., Hinden, R., and J. Livingood, "IAB, IESG, 1067 IETF Trust and IETF LLC Selection, Confirmation, and 1068 Recall Process: Operation of the IETF Nominating and 1069 Recall Committees", draft-ietf-iasa2-rfc7437bis-05 (work 1070 in progress), January 2019. 1072 [I-D.ietf-iasa2-trust-update] 1073 Arkko, J. and T. Hardie, "Update to the Process for 1074 Selection of Trustees for the IETF Trust", draft-ietf- 1075 iasa2-trust-update-03 (work in progress), February 2019. 1077 [I-D.ietf-mtgvenue-iaoc-venue-selection-process] 1078 Lear, E., "IETF Plenary Meeting Venue Selection Process", 1079 draft-ietf-mtgvenue-iaoc-venue-selection-process-16 (work 1080 in progress), June 2018. 1082 [ietf101-slides] 1083 Hall, J., "IASA 2.0 IETF-101 Slides", n.d., 1084 . 1087 [ietf102-slides] 1088 Hall, J., "IASA 2.0 IETF-102 Slides", n.d., 1089 . 1092 [ISOC] The Internet Society, "Amended and restated By-Laws of the 1093 Internet Society", July 2018, 1094 . 1097 [ML-memo] Morgan Lewis, "Options for New Organization to Conduct 1098 IETF Administrative Support Activities", February 2018, 1099 . 1102 [RFC2026] Bradner, S., "The Internet Standards Process -- Revision 1103 3", BCP 9, RFC 2026, DOI 10.17487/RFC2026, October 1996, 1104 . 1106 [RFC2031] Huizer, E., "IETF-ISOC relationship", RFC 2031, 1107 DOI 10.17487/RFC2031, October 1996, 1108 . 1110 [RFC2850] Internet Architecture Board and B. Carpenter, Ed., 1111 "Charter of the Internet Architecture Board (IAB)", 1112 BCP 39, RFC 2850, DOI 10.17487/RFC2850, May 2000, 1113 . 1115 [RFC3233] Hoffman, P. and S. Bradner, "Defining the IETF", BCP 58, 1116 RFC 3233, DOI 10.17487/RFC3233, February 2002, 1117 . 1119 [RFC3710] Alvestrand, H., "An IESG charter", RFC 3710, 1120 DOI 10.17487/RFC3710, February 2004, 1121 . 1123 [RFC4071] Austein, R., Ed. and B. Wijnen, Ed., "Structure of the 1124 IETF Administrative Support Activity (IASA)", BCP 101, 1125 RFC 4071, DOI 10.17487/RFC4071, April 2005, 1126 . 1128 [RFC4333] Huston, G., Ed. and B. Wijnen, Ed., "The IETF 1129 Administrative Oversight Committee (IAOC) Member Selection 1130 Guidelines and Process", BCP 113, RFC 4333, 1131 DOI 10.17487/RFC4333, December 2005, 1132 . 1134 [RFC7691] Bradner, S., Ed., "Updating the Term Dates of IETF 1135 Administrative Oversight Committee (IAOC) Members", 1136 BCP 101, RFC 7691, DOI 10.17487/RFC7691, November 2015, 1137 . 1139 [RFC8318] Dawkins, S., "IAB, IESG, and IAOC Selection, Confirmation, 1140 and Recall Process: IAOC Advisor for the Nominating 1141 Committee", BCP 10, RFC 8318, DOI 10.17487/RFC8318, 1142 January 2018, . 1144 Authors' Addresses 1146 Brian Haberman 1147 Johns Hopkins University 1149 Email: brian@innovationslab.net 1151 Joseph Lorenzo Hall 1152 CDT 1154 Email: joe@cdt.org 1156 Jason Livingood 1157 Comcast 1159 Email: jason_livingood@comcast.com