idnits 2.17.1 draft-ietf-iasa2-rfc4071bis-11.txt: Checking boilerplate required by RFC 5378 and the IETF Trust (see https://trustee.ietf.org/license-info): ---------------------------------------------------------------------------- No issues found here. Checking nits according to https://www.ietf.org/id-info/1id-guidelines.txt: ---------------------------------------------------------------------------- No issues found here. Checking nits according to https://www.ietf.org/id-info/checklist : ---------------------------------------------------------------------------- -- The draft header indicates that this document obsoletes RFC7691, but the abstract doesn't seem to directly say this. It does mention RFC7691 though, so this could be OK. Miscellaneous warnings: ---------------------------------------------------------------------------- == The copyright year in the IETF Trust and authors Copyright Line does not match the current year -- The document date (April 12, 2019) is 1803 days in the past. Is this intentional? Checking references for intended status: Best Current Practice ---------------------------------------------------------------------------- (See RFCs 3967 and 4897 for information about using normative references to lower-maturity documents in RFCs) == Outdated reference: A later version (-08) exists of draft-ietf-iasa2-rfc2031bis-04 ** Downref: Normative reference to an Informational draft: draft-ietf-iasa2-rfc2031bis (ref. 'I-D.ietf-iasa2-rfc2031bis') == Outdated reference: A later version (-09) exists of draft-ietf-iasa2-rfc7437bis-06 -- Possible downref: Non-RFC (?) normative reference: ref. 'IETF-LLC-A' -- 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) Summary: 1 error (**), 0 flaws (~~), 3 warnings (==), 6 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: 4071, 4333, 7691 (if J. Hall 5 approved) CDT 6 Intended status: Best Current Practice J. Livingood 7 Expires: October 14, 2019 Comcast 8 April 12, 2019 10 Structure of the IETF Administrative Support Activity, Version 2.0 11 draft-ietf-iasa2-rfc4071bis-11 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 IETF Administrative Support Activity, version 2 (IASA 2.0). It 20 defines the roles and responsibilities of the IETF Administration LLC 21 Board, the IETF Executive Director, and the Internet Society in the 22 fiscal and administrative support of the IETF standards process. It 23 also defines the membership and selection rules for the IETF 24 Administration LLC Board. 26 This document obsoletes RFC 4071, RFC 4333, and RFC 7691. 28 Status of This Memo 30 This Internet-Draft is submitted in full conformance with the 31 provisions of BCP 78 and BCP 79. 33 Internet-Drafts are working documents of the Internet Engineering 34 Task Force (IETF). Note that other groups may also distribute 35 working documents as Internet-Drafts. The list of current Internet- 36 Drafts is at https://datatracker.ietf.org/drafts/current/. 38 Internet-Drafts are draft documents valid for a maximum of six months 39 and may be updated, replaced, or obsoleted by other documents at any 40 time. It is inappropriate to use Internet-Drafts as reference 41 material or to cite them other than as "work in progress." 43 This Internet-Draft will expire on October 14, 2019. 45 Copyright Notice 47 Copyright (c) 2019 IETF Trust and the persons identified as the 48 document authors. All rights reserved. 50 This document is subject to BCP 78 and the IETF Trust's Legal 51 Provisions Relating to IETF Documents 52 (https://trustee.ietf.org/license-info) in effect on the date of 53 publication of this document. Please review these documents 54 carefully, as they describe your rights and restrictions with respect 55 to this document. Code Components extracted from this document must 56 include Simplified BSD License text as described in Section 4.e of 57 the Trust Legal Provisions and are provided without warranty as 58 described in the Simplified BSD License. 60 Table of Contents 62 1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . 3 63 2. Scope Limitation . . . . . . . . . . . . . . . . . . . . . . 4 64 3. LLC Agreement with the Internet Society . . . . . . . . . . . 4 65 4. Definitions and Principles . . . . . . . . . . . . . . . . . 5 66 4.1. Terminology . . . . . . . . . . . . . . . . . . . . . . . 5 67 4.2. Key Differences From the Old IASA Structure to IASA 2.0 . 6 68 4.3. General IETF LLC Responsibilities . . . . . . . . . . . . 6 69 4.4. IETF LLC Working Principles . . . . . . . . . . . . . . . 7 70 4.5. Principles of the IETF and ISOC Relationship . . . . . . 8 71 4.6. Relationship of the IETF LLC Board to the IETF Leadership 8 72 4.7. Review of IETF Executive Director and IETF LLC Board 73 Decisions . . . . . . . . . . . . . . . . . . . . . . . . 8 74 4.8. Termination and Change . . . . . . . . . . . . . . . . . 9 75 5. Structure of IASA2 . . . . . . . . . . . . . . . . . . . . . 9 76 5.1. IETF Executive Director and Staff Responsibilities . . . 9 77 5.2. IETF LLC Board Responsibilities . . . . . . . . . . . . . 11 78 5.3. Board Design Goals . . . . . . . . . . . . . . . . . . . 12 79 6. IETF LLC Board Membership, Selection and Accountability . . . 13 80 6.1. Board Composition . . . . . . . . . . . . . . . . . . . . 13 81 6.2. IETF LLC-Appointed Directors . . . . . . . . . . . . . . 14 82 6.3. Recruiting IETF LLC Board Directors . . . . . . . . . . . 14 83 6.4. IETF LLC Board Director Term Length . . . . . . . . . . . 14 84 6.5. IETF LLC Board Director Limit . . . . . . . . . . . . . . 15 85 6.6. Staggered Terms . . . . . . . . . . . . . . . . . . . . . 15 86 6.7. IETF LLC Board Director Removal . . . . . . . . . . . . . 15 87 6.8. Filling an IETF LLC Board Director Vacancy . . . . . . . 16 88 6.9. Quorum . . . . . . . . . . . . . . . . . . . . . . . . . 16 89 6.10. Board Voting . . . . . . . . . . . . . . . . . . . . . . 16 90 6.11. Interim Board . . . . . . . . . . . . . . . . . . . . . . 16 91 6.12. Board Positions . . . . . . . . . . . . . . . . . . . . . 17 92 7. IETF LLC Funding . . . . . . . . . . . . . . . . . . . . . . 17 93 7.1. Financial Statements . . . . . . . . . . . . . . . . . . 17 94 7.2. Bank and Investment Accounts . . . . . . . . . . . . . . 18 95 7.3. Financial Audits . . . . . . . . . . . . . . . . . . . . 18 96 7.4. ISOC Financial Support . . . . . . . . . . . . . . . . . 18 97 7.5. IETF Meeting Revenues . . . . . . . . . . . . . . . . . . 18 98 7.6. Sponsorships and Donations to the IETF LLC . . . . . . . 18 99 7.7. Focus of Funding Support . . . . . . . . . . . . . . . . 19 100 7.8. Charitable Fundraising Practices . . . . . . . . . . . . 19 101 7.9. Operating Reserve . . . . . . . . . . . . . . . . . . . . 19 102 7.10. Annual Budget Process . . . . . . . . . . . . . . . . . . 19 103 8. IETF LLC Policies . . . . . . . . . . . . . . . . . . . . . . 20 104 8.1. Conflict of Interest Policy . . . . . . . . . . . . . . . 20 105 8.2. Other Policies . . . . . . . . . . . . . . . . . . . . . 21 106 8.3. Compliance . . . . . . . . . . . . . . . . . . . . . . . 21 107 9. Three-Year Assessment . . . . . . . . . . . . . . . . . . . . 21 108 10. Security Considerations . . . . . . . . . . . . . . . . . . . 22 109 11. IANA Considerations . . . . . . . . . . . . . . . . . . . . . 22 110 12. Pronouns . . . . . . . . . . . . . . . . . . . . . . . . . . 22 111 13. Acknowledgments . . . . . . . . . . . . . . . . . . . . . . . 22 112 14. References . . . . . . . . . . . . . . . . . . . . . . . . . 22 113 14.1. Normative References . . . . . . . . . . . . . . . . . . 22 114 14.2. Informative References . . . . . . . . . . . . . . . . . 23 115 Authors' Addresses . . . . . . . . . . . . . . . . . . . . . . . 24 117 1. Introduction 119 The IETF Administrative Support Activity (IASA) was originally 120 established in 2005. In the years since then, the needs of the IETF 121 evolved in ways that required changes to its administrative 122 structure. The purpose of this document is to document and describe 123 the IASA 2.0 structure. 125 Under IASA 2.0, the work of the IETF's administrative and fundraising 126 tasks is conducted by an administrative organization, the IETF 127 Administration Limited Liability Company ("IETF LLC"). Under this 128 structure, the IETF Administrative Oversight Committee (IAOC) is 129 eliminated, and its oversight and advising functions transferred to 130 the IETF LLC Board. 132 The IETF LLC provides the corporate legal home for the IETF, the 133 Internet Architecture Board (IAB), and the Internet Research Task 134 Force (IRTF), and financial support for the operation of the RFC 135 Editor. 137 [I-D.haberman-iasa20dt-recs] discusses the challenges facing the 138 original IASA structure as well as several options for reorganizing 139 the IETF's administration under different legal structures. This 140 document outlines how the chosen option is structured and describes 141 how the organization fits together with existing and new IETF 142 community structures. 144 Under IASA 2.0, most of the responsibilities that [RFC4071] assigned 145 to the IETF Administrative Director (IAD) and the Internet Society 146 (ISOC) were transferred to the IETF LLC and IETF Administration LLC 147 Executive Director (IETF Executive Director). It is the job of the 148 IETF LLC to meet the administrative needs of the IETF and to ensure 149 that the IETF LLC meets the needs of the IETF community. 151 Eliminating the IAOC meant that changes were required in how trustees 152 could be appointed to the IETF Trust. The details of how this is 153 done are outside the scope of this document but are covered in 154 [I-D.ietf-iasa2-trust-update]. 156 This document obsoletes [RFC4071], which specified the original IASA, 157 [RFC4333], which specified the selection guidelines and process for 158 IAOC members and [RFC7691], which specified terms for IAOC members. 160 2. Scope Limitation 162 The document does not propose any changes related to the standards 163 process as currently conducted by the Internet Engineering Steering 164 Group (IESG) and Internet Architecture Board (IAB) (see BCP 9 165 [RFC2026], BCP 39 [RFC2850]). In addition, no changes are made to 166 the appeals chain, the process for making and confirming IETF and IAB 167 appointments (see BCP 10 [I-D.ietf-iasa2-rfc7437bis]), the technical 168 work of the Internet Research Task Force (IRTF) (see BCP 8 169 [RFC2014]), or to ISOC's membership in or support of other 170 organizations. 172 3. LLC Agreement with the Internet Society 174 The LLC Agreement between the IETF LLC and ISOC is available at 175 [IETF-LLC-A]. This IASA2 structure, and thus this document, depends 176 on the LLC Agreement and will refer to it to help explain certain 177 aspects of the legal relationship between the IETF LLC and ISOC. 179 The LLC Agreement was developed between legal representatives of the 180 IETF and ISOC and includes all critical terms of the relationship, 181 while still enabling maximum unilateral flexibility for the IETF LLC 182 Board. The LLC Agreement includes only basic details about how the 183 Board manages itself or manages IETF LLC staff, so that the Board has 184 flexibility to make changes without amending the agreement. The 185 Board can independently develop policy or procedures documents that 186 fill gaps. 188 4. Definitions and Principles 190 4.1. Terminology 192 Although most of the terms, abbreviations, and acronyms used in this 193 document are reasonably well known, first-time readers may find some 194 terminology confusing. This section therefore attempts to provide a 195 quick summary. 197 IAB: Internet Architecture Board (see [RFC2026], [RFC2850]). 199 IAD: IETF Administrative Director, a role obsoleted by this document 200 and the ISOC/IETF LLC Agreement ([IETF-LLC-A]) and replaced by the 201 IETF LLC Executive Director. 203 IAOC: IETF Administrative Oversight Committee, a committee that 204 oversaw IETF administrative activity. The IAOC is obsoleted by this 205 document and replaced by the IETF LLC Board. The IETF Trust was 206 formerly populated by IAOC members. Its membership is now distinct 207 from that of the IETF LLC Board (See [I-D.ietf-iasa2-trust-update]).) 209 IASA: The IETF Administrative Support Activity, consists of the IETF 210 LLC board, employees, and contractors. Uses of the term 'IASA' as a 211 proper noun may imply a subset of these roles, or all of them. 213 IASA 2.0: Version 2.0 of the IETF Administrative Support Activity, 214 defined by this document. 216 IESG: Internet Engineering Steering Group (see [RFC2026], [RFC3710]). 218 IETF: Internet Engineering Task Force (see [RFC3233]). 220 IETF Administration LLC: The legal entity - a disregarded Limited 221 Liability Company (LLC) of The Internet Society - established to 222 provide a corporate legal framework for facilitating current and 223 future activities related to the IETF, IAB, and IRTF. It was 224 established by the ISOC/IETF LLC Agreement ([IETF-LLC-A]) and is 225 referred to as "IETF LLC." 227 IETF LLC Executive Director: the Executive Director for the IETF LLC, 228 responsible for day-to-day administrative and operational direction 229 (See Section 5.1). Also referred to as "IETF Executive Director". 231 IETF LLC Board: The Board of Directors of the IETF LLC. The IETF LLC 232 Board is formally a multi-member "manager" of the IETF LLC on behalf 233 of ISOC (See Section 5.2). 235 ISOC: Internet Society (see [I-D.ietf-iasa2-rfc2031bis] and [ISOC]). 237 4.2. Key Differences From the Old IASA Structure to IASA 2.0 239 o The IAOC and IAD roles defined in RFC 4071 are eliminated. 241 o The former ISOC and IAD responsibilities are assigned to a new 242 organization, IETF Administration LLC. 244 o The Board of Directors of the IETF LLC - formally a multi-member 245 "manager" of the IETF LLC on behalf of ISOC - assumes the 246 oversight responsibilities from the IAOC. 248 o The Board of the IETF LLC is more focused on strategy and 249 oversight than the IAOC was, with the IETF Executive Director and 250 their team in charge of day-to-day operations. 252 o The IAD role is replaced with the IETF Executive Director role. 254 o The role that was previously referred to as "IETF Executive 255 Director" in older documents such as [RFC2026] is now "Managing 256 Director, IETF Secretariat". 258 4.3. General IETF LLC Responsibilities 260 The IETF LLC is established to provide administrative support to the 261 IETF. It has no authority over the standards development activities 262 of the IETF. 264 The responsibilities of the IETF LLC are: 266 o Operations. The IETF LLC is responsible for supporting the 267 ongoing operations of the IETF, including meetings and non-meeting 268 activities. 270 o Finances. The IETF LLC is responsible for managing the IETF's 271 finances and budget. 273 o Fundraising. The IETF LLC is responsible for raising money on 274 behalf of the IETF. 276 o Compliance. The IETF LLC is responsible for establishing and 277 enforcing policies to ensure compliance with applicable laws, 278 regulations, and rules. 280 The manner by which these responsibilities under the IETF LLC are 281 organized is intended to address the problems described in Sections 282 3.1.1., 3.1.2, and 3.1.3 of [I-D.haberman-iasa20dt-recs]. 283 Specifically, this is intended to bring greater clarity around roles, 284 responsibilities, representation, decision-making, and authority. 286 In addition, by having the IETF LLC manage the IETF's finances and 287 conduct the IETF's fundraising, confusion about who is responsible 288 for representing the IETF to sponsors and who directs the uses of 289 sponsorship funds should have been eliminated. Finally, having the 290 IETF LLC reside in a defined, distinct legal entity, and taking 291 responsibility for operations, enables the organization to execute 292 its own contracts without the need for review and approval by ISOC. 294 4.4. IETF LLC Working Principles 296 The IETF LLC is expected to conduct its work according to the 297 following principles: 299 o Transparency. The IETF LLC is expected to keep the IETF community 300 informed about its work, subject to reasonable confidentiality 301 concerns, and to engage with the community to obtain consensus- 302 based community input on key issues and otherwise as needed. The 303 IETF community expects complete visibility into the financial and 304 legal structure of the IETF LLC. This includes information about 305 the IETF LLC annual budget and associated regular financial 306 reports, results of financial and any other independent audits, 307 tax filings, significant contracts or other significant long-term 308 financial commitments that bind the IETF LLC. Whatever doesn't 309 have a specific justification for being kept confidential is 310 expected to be made public. The Board is expected to develop and 311 maintain a public list of confidential items, describing the 312 nature of the information and the reason for confidentiality. The 313 Board will also publish its operating procedures. 315 o Responsiveness to the community. The IETF LLC is expected to act 316 consistently with the documented consensus of the IETF community, 317 to be responsive to the community's needs, and to adapt its 318 decisions in response to consensus-based community feedback. 320 o Diligence. The IETF LLC is expected to act responsibly so as to 321 minimize risks to IETF participants and to the future of the IETF 322 as a whole, such as financial risks. 324 o Unification: The IETF LLC provides the corporate legal home for 325 the IETF, the Internet Architecture Board (IAB), and the Internet 326 Research Task Force (IRTF), and financial support for the 327 operation of the RFC Editor. 329 o Transfer or Dissolution: Consistent with [IETF-LLC-A], the IETF 330 LLC subsidiary may be transferred from ISOC to another 331 organization, at the request of either party. Similarly, the IETF 332 LLC may be dissolved if necessary. Should either event occur, the 333 IETF community should be closely involved in any decisions and 334 plans. Any transfer, transition, or dissolution should be 335 conducted carefully and with minimal potential disruption to the 336 IETF. 338 The transparency and responsiveness principles are designed to 339 address the concern outlined in Section 3.3 of 340 [I-D.haberman-iasa20dt-recs] about the need for improved timeliness 341 of sharing of information and decisions and seeking community 342 comments. The issue of increased transparency was important 343 throughout the IASA 2.0 process, with little to no dissent. It was 344 recognized that there will naturally be confidentiality requirements 345 about some aspects of contracting, personnel matters, and other 346 narrow areas. 348 4.5. Principles of the IETF and ISOC Relationship 350 The principles of the relationship between the IETF and ISOC are 351 outlined in [I-D.ietf-iasa2-rfc2031bis]. In short, the IETF is 352 responsible for the development of the Internet Standards and ISOC 353 aids the IETF by providing it a legal entity within which the IETF 354 LLC exists, as well as with financial support. 356 4.6. Relationship of the IETF LLC Board to the IETF Leadership 358 The IETF LLC Board is directly accountable to the IETF community for 359 the performance of the IASA 2.0. However, the nature of the Board's 360 work involves treating the IESG, IRTF, and IAB as major internal 361 customers of the administrative support services. The Board and the 362 IETF Executive Director should not consider their work successful 363 unless the IESG, IRTF, and IAB are also satisfied with the 364 administrative support that the IETF is receiving. 366 4.7. Review of IETF Executive Director and IETF LLC Board Decisions 368 The IETF LLC Board is directly accountable to the IETF community for 369 the performance of the IASA 2.0, including hiring and managing the 370 IETF Executive Director. In extreme cases of dissatisfaction with 371 the IETF LLC, the IETF community can utilize the recall process as 372 noted in Section 6.7. 374 Anyone in the community of IETF participants may ask the Board for a 375 formal review of a decision or action by the IETF Executive Director 376 or Board if they believe this was not undertaken in accordance with 377 IETF BCPs or IETF LLC Board policies and procedures. 379 A formal request for review must be addressed to the IETF LLC Board 380 chair and must include a description of the decision or action to be 381 reviewed, an explanation of how, in the requestor's opinion, the 382 decision or action violates the BCPs or IASA 2.0 operational 383 guidelines, and a suggestion for how the situation could be 384 rectified. 386 The IETF LLC shall respond to such requests within a reasonable 387 period, typically within 90 days, and shall publicly publish 388 information about the request and the corresponding response and/or 389 result. 391 4.8. Termination and Change 393 Any major change to the IASA 2.0 arrangements shall require community 394 consensus and deliberation and shall be reflected by a subsequent 395 Best Current Practice (BCP) document. 397 5. Structure of IASA2 399 5.1. IETF Executive Director and Staff Responsibilities 401 The IETF LLC is led by an IETF Executive Director chosen by the 402 Board. The IETF Executive Director is responsible for managing the 403 day-to-day operations of the IETF LLC, including hiring staff to 404 perform various operational functions. The IETF Executive Director 405 and any staff may be employees or independent contractors. 407 Allowing for the division of responsibilities among multiple staff 408 members and contractors is designed to address some of the concerns 409 raised in Section 3.2 (Lack of Resources) and Section 3.4 (Funding/ 410 Operating Model Mismatch and Rising Costs) of 411 [I-D.haberman-iasa20dt-recs]. 413 Based on the amount of work previously undertaken by the IAD and 414 others involved in the IETF administration, the design of the IETF 415 LLC anticipated that the IETF Executive Director may need to hire 416 multiple additional staff members. For example, resources to manage 417 fundraising, to manage the various contractors that are engaged to 418 fulfill the IETF's administrative needs, and to support outreach and 419 communications were envisioned. 421 The IETF has historically benefited from the use of contractors for 422 accounting, finance, meeting planning, administrative assistance, 423 legal counsel, tools, and web site support, as well as other services 424 related to the standards process (RFC Editor and IANA). Prior to 425 making the transition from IASA to IASA 2.0, the IETF budget 426 reflected specific support from ISOC for communications and 427 fundraising as well as some general support for accounting, finance, 428 legal, and other services. The division of responsibilities between 429 staff and contractors is at the discretion of the IETF Executive 430 Director and their staff. 432 The IETF has a long history of community involvement in the execution 433 of certain administrative functions, in particular development of 434 IETF tools, the NOC's operation of the meeting network, and some 435 outreach and communications activities conducted by the Education and 436 Mentoring Directorate. The IETF LLC staff is expected to respect the 437 IETF community's wishes about community involvement in these and 438 other functions going forward as long as the staff feels that they 439 can meet the otherwise-stated needs of the community. Establishing 440 the framework to allow the IETF LLC to staff each administrative 441 function as appropriate may require the IETF community to document 442 its consensus expectations in areas where no documentation currently 443 exists. 445 In summary, the IETF Executive Director, with support from the team 446 that they alone direct and lead, is responsible for: 448 o Developing and refining an annual budget and other strategic 449 financial planning documents at the direction of the Board. 451 o Executing on the annual budget, including reporting to the Board 452 regularly with forecasts and actual performance to budget. 454 o Hiring and/or contracting the necessary resources to meet their 455 goals, within the defined limits of the IETF Executive Director's 456 authority and within the approved budget. This includes managing 457 and leading any such resources, including performing regular 458 performance reviews. 460 o Following the pre-approval guidelines set forth by the Board for 461 contracts or other decisions that have financial costs that exceed 462 a certain threshold of significance. Such thresholds are expected 463 to be set reasonably high so that the need for such approvals is 464 infrequent and only occurs when something is truly significant or 465 otherwise exceptional. It is expected that the IETF Executive 466 Director is sufficiently empowered to perform the job on a day-to- 467 day basis, being held accountable for meeting high level goals 468 rather than micromanaged. 470 o Regularly updating the Board on operations and other notable 471 issues as reasonable and appropriate. 473 o Ensuring that all staff and/or other resources comply with any 474 applicable policies established or approved by the Board, such as 475 ethics guidelines and/or a code of conduct. 477 5.2. IETF LLC Board Responsibilities 479 This section is intended to provide a summary of key IETF LLC Board 480 responsibilities, but the precise and legally binding 481 responsibilities are defined in the LLC Agreement [IETF-LLC-A] and 482 applicable law. To the extent to which there are unintentional 483 differences or other confusion between this document and these 484 authoritative sources, these sources will control over this document. 486 Board members have fiduciary obligations imposed by the LLC Agreement 487 and applicable law, including duties of loyalty, care and good faith. 488 The Board is responsible to set broad strategic direction for the 489 LLC, and adopt an annual budget, hire or terminate an IETF Executive 490 Director (or amend the terms of their engagement), adopt any employee 491 benefit plans, consult the relevant IETF communities on matters 492 related to the LLC as appropriate, approve any changes to the LLC 493 governance structure, incur any debt, and approve entering into 494 agreements that meet a significant materiality threshold to be 495 determined by the Board. The IETF LLC Board is expected to delegate 496 management of day-to-day activities and related decision-making to 497 staff. 499 Per Section 5(d) of the LLC Agreement and as also described in 500 Section 4.4, the Board shall, as appropriate, act transparently and 501 provide the IETF community with an opportunity to review and discuss 502 any proposed changes to the IETF LLC structure prior to their 503 adoption. 505 The role of the Board is to ensure that the strategy and conduct of 506 the IETF LLC is consistent with the IETF's needs - both its concrete 507 needs and its needs for transparency and accountability. The Board 508 is not intended to directly define the IETF's needs; to the extent 509 that is required, the IETF community should document its needs in 510 consensus-based RFCs (e.g., as the community did in 511 [I-D.ietf-mtgvenue-iaoc-venue-selection-process]) and provide more 512 detailed input via consultations with the Board (such as takes place 513 on email discussion lists or at IETF meetings). 515 Key IETF LLC Board responsibilities include: 517 o Set broad strategic direction for the LLC. 519 o Hire or terminate an IETF Executive Director (or amending the 520 terms of their engagement). 522 o Delegate management of day-to-day activities and related decision- 523 making to staff. 525 o Adopt any employee benefit plans. 527 o Consult the relevant IETF communities on matters related to the 528 LLC, as appropriate. 530 o Approve any changes to the LLC governance structure. 532 o Adopt an annual budget and, as necessary, incur any debt. 534 o Prepare accurate and timely financial statements for ISOC, and in 535 accordance with generally accepted accounting principles. 537 o Provide assistance to help facilitate ISOC's tax compliance, 538 including but not limited to assistance related to preparing the 539 Form 990 and responding to any IRS questions and audits. 541 o Approve entering into agreements that that meet a significant 542 materiality threshold to be determined by the Board. 544 o Limit its activities to the purposes as set forth in Section 4 of 545 the LLC Agreement, in a manner consistent with ISOC's charitable 546 purposes. 548 o Establish an investment policy. 550 o Use best efforts to conduct all of its activities in strict 551 compliance with the LLC Agreement and all applicable laws, rules 552 and regulations. 554 o Ensure that IETF LLC is run in a manner that is transparent and 555 accountable to the IETF community; 557 o Develop policies, including those noted in Section 8), procedures, 558 and a compliance program. 560 o Obtain Commercial General Liability and other appropriate 561 insurance policies, with agreed-upon coverage limits. 563 o Recruit new Directors for consideration in all of the various 564 appointment processes. 566 5.3. Board Design Goals 568 A goal of this Board composition is to balance the need for the IETF 569 LLC to be accountable to the IETF community with the need for this 570 Board to have the expertise necessary to oversee a small non-profit 571 company. The Board is smaller than the previous IAOC and the other 572 leadership bodies of the IETF, in part to keep the Board focused on 573 its rather limited set of strategic responsibilities as noted in 574 Section 5.2. 576 This board structure, with limited strategic responsibilities noted 577 in Section 5.2 and limited size, together with the staff 578 responsibilities noted in Section 5.1, is designed to overcome the 579 challenges described in Section 3.1.4 of [I-D.haberman-iasa20dt-recs] 580 concerning oversight. This establishes a clear line of oversight 581 over staff performance: the IETF LLC Board oversees the IETF 582 Executive Director's performance and has actual legal authority to 583 remove a non-performing IETF Executive Director. The IETF Executive 584 Director is responsible for the day-to-day operation of the IETF LLC. 586 Finally, the Board would be expected to operate transparently, to 587 further address the concern raised in Section 3.3 of 588 [I-D.haberman-iasa20dt-recs]. The default transparency rule arrived 589 at during the IASA 2.0 design process is detailed above in 590 Section 4.4. The Board will need to establish how it will meet that 591 commitment. 593 6. IETF LLC Board Membership, Selection and Accountability 595 The section outlines the composition of the IETF LLC Board, selection 596 of IETF LLC Board Directors, and related details. 598 6.1. Board Composition 600 There is a minimum of 5 directors, expandable to 6 or 7. 602 o 1 IETF Chair or delegate selected by the IESG 604 o 1 Appointed by the ISOC Board of Trustees 606 o 3 Selected by the IETF NomCom, confirmed by the IESG 608 o Up to 2 Appointed by the IETF LLC board itself, on an as-needed 609 basis, confirmed by the IESG 611 For the first slot listed above, the presumption is that the IETF 612 Chair will serve on the board. At the IESG's discretion, another 613 area director may serve instead, or exceptionally the IESG may run a 614 selection process to appoint a director. The goal of having this 615 slot on the board is to maintain coordination and communication 616 between the board and the IESG. 618 6.2. IETF LLC-Appointed Directors 620 As noted above, a maximum of two Directors may be appointed by the 621 IETF LLC Board. They can obviously choose to appoint none, one, or 622 two. These appointments need not be on an exceptional basis, but can 623 be routine, and may occur at any time of the year since it is on an 624 as-needed basis. 626 The appointment of a Board-appointed Director requires a two-thirds 627 majority vote of the Directors then in office, and the appointee 628 shall take office immediately upon appointment and IESG confirmation. 629 The term of each appointment is designated by the Board, with the 630 maximum term being three years, or until their earlier resignation, 631 removal or death. The Board may decide on a case-by-case basis how 632 long each term shall be, factoring in the restriction for consecutive 633 terms in Section 6.5. 635 6.3. Recruiting IETF LLC Board Directors 637 The Board itself is expected to take an active role in recruiting 638 potential new Directors, regardless of the process that may be used 639 to appoint them. In particular, the NomCom is primarily focused on 640 considering requirements expressed by the Board and others, reviewing 641 community feedback on candidates, conducting candidate interviews, 642 and ultimately appointing Directors. The Board and others can 643 recruit potential Directors and get them into the consideration 644 process of the NomCom or into open considerations processes of the 645 other appointing bodies if those bodies choose to use such processes. 647 6.4. IETF LLC Board Director Term Length 649 The term length for a Director is three years. The exceptions to 650 this guideline are: 652 o For the terms for some Directors during the first full formation 653 of the IETF LLC Board in order to establish staggered terms and 654 for any appointments to fill a vacancy. 656 o The Director slot occupied by the IETF Chair ex officio or a 657 delegate selected by the IESG will serve a two-year term. This 658 applies regardless of whether the appointed individual is on the 659 IESG, rotates off the IESG during the two-year term, or is not on 660 the IESG. This makes the term length for this slot the same as 661 the term lengths established in [I-D.ietf-iasa2-rfc7437bis], 662 Section 3.4. 664 6.5. IETF LLC Board Director Limit 666 A director may serve no more than two consecutive terms. A director 667 cannot serve a third term until three years have passed since their 668 second consecutive term. An exception is if a Director role is 669 occupied by the IETF Chair ex officio, since that person's service is 670 governed instead by the term lengths established in 671 [I-D.ietf-iasa2-rfc7437bis], Section 3.4. 673 The term limits specified above apply to an individual, even if that 674 individual is appointed in different ways over time. For example, an 675 individual appointed to two terms by the ISOC Board of Trustees may 676 not immediately be appointed to a third term by the IETF NomCom. A 677 Director appointed by the IETF LLC itself may only serve for one term 678 by that appointment method, and any subsequent terms would have to be 679 via other methods; in any case, the term limits above apply to that 680 individual. 682 Lastly, partial terms of less than three years for the initial 683 appointments to the first full board, for which some Directors will 684 have terms of one or two years, do not count against the term limit. 686 The limit on consecutive terms supports the healthy regular 687 introduction of new ideas and energy into the Board and mitigates 688 potential long-term risk of ossification or conflict, without 689 adversely impacting the potential pool of director candidates over 690 time. 692 6.6. Staggered Terms 694 The Internet Society Board of Trustees, the IESG, the Nominating 695 Committee, and the Board are expected to coordinate with each other 696 to ensure that collectively their appointment or selection processes 697 provide for no more than three Directors' terms concluding in the 698 same year. 700 6.7. IETF LLC Board Director Removal 702 NomCom-appointed and IESG-appointed Directors may be removed with or 703 without cause. A vote in favor of removal must be no fewer than the 704 number of Directors less two. So for example, if there are seven 705 directors, then five votes are required. Directors may also be 706 removed via the IETF recall process defined in 707 [I-D.ietf-iasa2-rfc7437bis], Section 7. 709 6.8. Filling an IETF LLC Board Director Vacancy 711 It shall be the responsibility of each respective body that appointed 712 or selected a Director that vacates the Board to appoint a new 713 Director to fill the vacancy. For example, if a Director selected by 714 the NomCom departs the Board prior to the end of their term for 715 whatever reason, then it is the responsibility of the NomCom (using 716 its mid-term rules, as specified in [I-D.ietf-iasa2-rfc7437bis], 717 Section 3.5) as the original appointing body to designate a 718 replacement that will serve out the remainder of the term of the 719 departed Director. However, this obligation will not apply to 720 vacancies in Board-appointed positions. 722 6.9. Quorum 724 At all meetings of the Board, two-thirds of the Directors then in 725 office shall constitute a quorum for the transaction of business. 726 Unless a greater affirmative vote is expressly required for an action 727 under applicable law, the LLC Agreement, or an applicable Board 728 policy, the affirmative vote of two-thirds of the Directors then in 729 office shall be an act of the Board. 731 6.10. Board Voting 733 Board decisions may be made either by vote communicated in a meeting 734 of the Board (including telephonic and video), or via an asynchronous 735 written (including electronic) process. Absentee voting and voting 736 by proxy shall not be permitted. If a quorum is not present at any 737 meeting of the Board, the Directors present may adjourn the meeting 738 without notice, other than announcement at the meeting, until a 739 quorum is present. Voting thresholds for Director removal are 740 described in Section 6.7. 742 6.11. Interim Board 744 An initial interim Board was necessary in order to legally form and 745 bootstrap the IETF LLC. As a result, an Interim Board was formed on 746 a temporary basis until the first full board was constituted. 748 The interim Board was comprised of: 750 o The IETF chair, ex officio 752 o The IAOC chair, ex officio 754 o The IAB chair, ex officio 756 o One ISOC trustee, selected by the ISOC Board of Trustees 758 6.12. Board Positions 760 Following the formation of the first permanent Board, and annually 761 thereafter, the Directors shall elect a Director to serve as Board 762 Chair by majority vote. The IETF, IAB and IRTF chairs, and the chair 763 of ISOC's Board, will be ineligible for this Board Chair role. The 764 Board may also form committees of the Board and/or define other roles 765 for Board Directors as necessary. 767 7. IETF LLC Funding 769 The IETF LLC must function within a budget of costs balanced against 770 limited revenues. The IETF community expects the IETF LLC to work to 771 attain that goal, in order to maintain a viable support function that 772 provides the environment within which the work of the IETF, IAB, 773 IRTF, and RFC Editor can remain vibrant and productive. 775 The IETF LLC was generating income from a few key sources at the time 776 that this document was written, as enumerated below. Additional 777 sources of income may be developed in the future, within the general 778 bounds noted in Section 7.8, and some of these may decline in 779 relevance or go away. As a result this list is subject to change 780 over time and is merely an example of the primary sources of income 781 for the IETF LLC at the time of this writing: 783 1. ISOC support 785 2. IETF meeting revenues 787 3. Sponsorships (monetary and/or in-kind) 789 4. Donations (monetary and/or in-kind) 791 7.1. Financial Statements 793 As noted in Section 5.2, the IETF LLC must comply with relevant tax 794 laws, such as filing an annual IRS Form 990. Other official 795 financial statements may also be required. 797 In addition to these official financial statements and forms, the 798 IETF LLC is also expected to report on a regular basis to the IETF 799 community on the current and future annual budget, budget forecasts 800 vs. actuals over the course of a fiscal year, and on other 801 significant projects as needed. This regular reporting to the IETF 802 community is expected to be reported in the form of standard 803 financial statements that reflect the income, expenses, assets, and 804 liabilities of the IETF LLC. 806 7.2. Bank and Investment Accounts 808 The IETF LLC maintains its own bank account, separate and distinct 809 from ISOC. The IETF LLC may at its discretion create additional 810 accounts as needed. Similarly, the IETF LLC may as needed create 811 investment accounts in support of its financial goals and objectives. 813 7.3. Financial Audits 815 The IETF LLC is expected to retain and work with an independent 816 auditor. Reports from the auditor are expected to be shared with the 817 IETF community and other groups and organizations as needed or as 818 required by law. 820 7.4. ISOC Financial Support 822 ISOC currently provides significant financial support to the IETF 823 LLC. Exhibit B of the [IETF-LLC-A] summarizes the financial support 824 from ISOC for the foreseeable future. It is expected that this 825 support will be periodically reviewed and revised, via a cooperative 826 assessment process between ISOC and the IETF LLC. 828 7.5. IETF Meeting Revenues 830 Meeting revenues are another important source of funding that 831 supports the IETF, coming mainly from the fees paid by IETF meeting 832 participants. The IETF Executive Director sets those meeting fees, 833 in consultation with other IETF LLC staff and the IETF community, 834 with approval by the IETF LLC Board. Setting these fees and 835 projecting the number of participants at future meetings is a key 836 part of the annual budget process. 838 7.6. Sponsorships and Donations to the IETF LLC 840 Sponsorships and donations are an essential component of the 841 financial support for the IETF. Within the general bounds noted in 842 Section 7.8, the IETF LLC is responsible for fundraising activities 843 in order to establish, maintain, and grow a strong foundation of 844 donation revenues. This can and does include both direct financial 845 contributions as well as in-kind contributions, such as equipment, 846 software licenses, and services. 848 Sponsorships and donations to the IETF LLC do not (and must not) 849 convey to sponsors and donors any special oversight or direct 850 influence over the IETF's technical work or other activities of the 851 IETF or IETF LLC. This helps ensure that no undue influence may be 852 ascribed to those from whom funds are raised, and so helps to 853 maintain an open and consensus-based IETF standards process. 855 To the extent that the IETF LLC needs to undertake any significant 856 special projects for the IETF, the IETF LLC may need to fundraise 857 distinctly for those special projects. As a result, the IETF LLC may 858 conduct fundraising to support the IETF in general as well as one or 859 more special fundraising efforts (which may also be accounted for 860 distinctly and be held in a separate bank account or investment, as 861 needed). 863 7.7. Focus of Funding Support 865 The IETF LLC exists to support the IETF, IAB, and IRTF. Therefore, 866 the IETF LLC's funding and all revenues, in-kind contributions, and 867 other income that comprise that funding shall be used solely to 868 support activities related to the IETF, IAB, IRTF, and RFC Editor, 869 and for no other purposes. 871 7.8. Charitable Fundraising Practices 873 When the IETF LLC conducts fundraising, it substantiates charitable 874 contributions on behalf of ISOC - meaning that according to US tax 875 law, the IETF LLC must send a written acknowledgment of contributions 876 to donors. The IETF LLC evaluates and facilitates state, federal, 877 and other applicable law and regulatory compliance for ISOC and/or 878 the LLC with respect to such fundraising activities. In addition, 879 the IETF LLC ensures that all fundraising activities are conducted in 880 compliance with any policies developed by the IETF LLC, including but 881 not limited to those noted in Section 8. 883 7.9. Operating Reserve 885 An initial target operating reserve has been specified in Exhibit B 886 of the [IETF-LLC-A]. That says that the IETF LLC should maintain an 887 operating reserve equal to the IETF LLC's budgeted Net Loss for 2019 888 multiplied times three. The IETF LLC, in cooperation with ISOC, may 889 regularly review the financial target for this reserve fund, as noted 890 in the [IETF-LLC-A] or as otherwise necessary. 892 Should the IETF LLC generate an annual budget surplus, it may choose 893 to direct all or part of the surplus towards the growth of the 894 operating reserve. 896 7.10. Annual Budget Process 898 As noted in Section 4.3, the IETF LLC is responsible for managing the 899 IETF's finances and budget. A key part of this responsibility is 900 establishing, maintaining, and successfully meeting an annual budget. 901 This is essential to the continued operation and vibrancy of the 902 IETF's technical activities and establishes trust with ISOC, 903 sponsors, and donors that funds are being appropriately spent, and 904 that financial oversight is being conducted properly. This is also 905 essential to the IETF LLC meeting applicable legal and tax 906 requirements and is a core part of the Board's fiduciary 907 responsibilities. 909 As explained in Section 5.1, the IETF Executive Director is expected 910 to develop, execute, and report on the annual budget. Regular 911 reporting is expected to include forecast vs. budget statements, 912 including updated projections of income and expenses for the full 913 fiscal year. 915 The Board, as explained in Section 5.2, is expected to review and 916 approve the budget, as well as to provide ongoing oversight of the 917 budget and of any other significant financial matters. 919 The annual budget is expected to be developed in an open, 920 transparent, and collaborative manner, in accordance with 921 Section 4.4. The specific timeline for the development, review, and 922 approval of the IETF LLC annual budget is established by the Board 923 and may be revised as needed. 925 8. IETF LLC Policies 927 The Board is expected to maintain policies as necessary to achieve 928 the goals of the IETF LLC, meet transparency expectations of the 929 community, comply with applicable laws or regulations, or for other 930 reasons as appropriate. All policies are expected to be developed 931 with input from the IETF community. Some policies provided by ISOC 932 and past policies developed by the previous IAOC may provide a useful 933 starting point for the Board to consider. 935 8.1. Conflict of Interest Policy 937 The Board is expected to maintain a Conflict of Interest policy for 938 the IETF LLC. While the details are determined by the Board, at a 939 minimum such policy is expected to include the following: 941 o The IETF, ISOC Board, IAB, or IRTF chair cannot be chair of the 942 IETF LLC Board, though they may serve as a Director. 944 o A Director cannot be a paid consultant or employee of the IETF 945 Executive Director or their sub-contractors, nor a paid consultant 946 or employee of ISOC. 948 8.2. Other Policies 950 The Board is expected to maintain additional policies for the IETF 951 LLC as necessary, covering Directors, employees, and contractors, 952 concerning issues such as: 954 o Acceptance of gifts and other non-cash compensation; 956 o Travel and expense reimbursement; 958 o Anti-bribery; 960 o Code of conduct; 962 o Anti-harassment; 964 o Non-discrimination; 966 o Whistleblower; 968 o Document retention; 970 o Export controls; 972 o Anti-terrorism sanctions; 974 o Data protection and privacy; 976 o Social media 978 8.3. Compliance 980 The IETF LLC is expected to implement a compliance program to ensure 981 its compliance with all applicable laws, rules and regulations, 982 including without limitation laws governing bribery, anti-terrorism 983 sanctions, export controls, data protection/privacy, as well as other 984 applicable policies noted in Section 8. In addition, actions and 985 activities of the IETF LLC must be consistent with 501(c)(3) 986 purposes. 988 The IETF LLC is expected report to ISOC and the IETF community on the 989 implementation of its compliance plan on an annual basis. 991 9. Three-Year Assessment 993 The IETF LLC, with the involvement of the community, shall conduct 994 and complete an assessment of the structure, processes, and operation 995 of IASA 2.0 and the IETF LLC. This should be presented to the 996 community after a period of roughly three years of operation. The 997 assessment may potentially include recommendations for improvements 998 or changes to the IASA2 and/or IETF LLC. 1000 10. Security Considerations 1002 This document describes the structure of the IETF's Administrative 1003 Support Activity (IASA), version 2 (IASA2). It introduces no 1004 security considerations for the Internet. 1006 11. IANA Considerations 1008 This document has no IANA considerations in the traditional sense. 1009 However, some of the information in this document may affect how the 1010 IETF standards process interfaces with the IANA, so the IANA may be 1011 interested in the contents. 1013 12. Pronouns 1015 This document has used "they" and "their" as a non-gender-specific 1016 pronoun to refer to a single individual. 1018 13. Acknowledgments 1020 Thanks to Jari Arkko, Richard Barnes, Brian E Carpenter, Alissa 1021 Cooper, John C Klensin, Bob Hinden, Jon Peterson, Sean Turner and the 1022 IASA2 Working Group for discussions of possible structures, and to 1023 the attorneys of Morgan Lewis and Brad Biddle for legal advice. 1025 14. References 1027 14.1. Normative References 1029 [I-D.ietf-iasa2-rfc2031bis] 1030 Camarillo, G. and J. Livingood, "The IETF-ISOC 1031 Relationship", draft-ietf-iasa2-rfc2031bis-04 (work in 1032 progress), February 2019. 1034 [I-D.ietf-iasa2-rfc7437bis] 1035 Kucherawy, M., Hinden, R., and J. Livingood, "IAB, IESG, 1036 IETF Trust and IETF LLC Selection, Confirmation, and 1037 Recall Process: Operation of the IETF Nominating and 1038 Recall Committees", draft-ietf-iasa2-rfc7437bis-06 (work 1039 in progress), March 2019. 1041 [IETF-LLC-A] 1042 The Internet Society, "Limited Liability Company Agreement 1043 of IETF Administration LLC", August 2018, 1044 . 1047 14.2. Informative References 1049 [I-D.haberman-iasa20dt-recs] 1050 Haberman, B., Arkko, J., Daigle, L., Livingood, J., Hall, 1051 J., and E. Rescorla, "IASA 2.0 Design Team 1052 Recommendations", draft-haberman-iasa20dt-recs-03 (work in 1053 progress), November 2018. 1055 [I-D.ietf-iasa2-trust-update] 1056 Arkko, J. and T. Hardie, "Update to the Process for 1057 Selection of Trustees for the IETF Trust", draft-ietf- 1058 iasa2-trust-update-03 (work in progress), February 2019. 1060 [I-D.ietf-mtgvenue-iaoc-venue-selection-process] 1061 Lear, E., "IETF Plenary Meeting Venue Selection Process", 1062 draft-ietf-mtgvenue-iaoc-venue-selection-process-16 (work 1063 in progress), June 2018. 1065 [ISOC] The Internet Society, "Amended and restated By-Laws of the 1066 Internet Society", July 2018, 1067 . 1070 [RFC2014] Weinrib, A. and J. Postel, "IRTF Research Group Guidelines 1071 and Procedures", BCP 8, RFC 2014, DOI 10.17487/RFC2014, 1072 October 1996, . 1074 [RFC2026] Bradner, S., "The Internet Standards Process -- Revision 1075 3", BCP 9, RFC 2026, DOI 10.17487/RFC2026, October 1996, 1076 . 1078 [RFC2850] Internet Architecture Board and B. Carpenter, Ed., 1079 "Charter of the Internet Architecture Board (IAB)", 1080 BCP 39, RFC 2850, DOI 10.17487/RFC2850, May 2000, 1081 . 1083 [RFC3233] Hoffman, P. and S. Bradner, "Defining the IETF", BCP 58, 1084 RFC 3233, DOI 10.17487/RFC3233, February 2002, 1085 . 1087 [RFC3710] Alvestrand, H., "An IESG charter", RFC 3710, 1088 DOI 10.17487/RFC3710, February 2004, 1089 . 1091 [RFC4071] Austein, R., Ed. and B. Wijnen, Ed., "Structure of the 1092 IETF Administrative Support Activity (IASA)", BCP 101, 1093 RFC 4071, DOI 10.17487/RFC4071, April 2005, 1094 . 1096 [RFC4333] Huston, G., Ed. and B. Wijnen, Ed., "The IETF 1097 Administrative Oversight Committee (IAOC) Member Selection 1098 Guidelines and Process", BCP 113, RFC 4333, 1099 DOI 10.17487/RFC4333, December 2005, 1100 . 1102 [RFC7691] Bradner, S., Ed., "Updating the Term Dates of IETF 1103 Administrative Oversight Committee (IAOC) Members", 1104 BCP 101, RFC 7691, DOI 10.17487/RFC7691, November 2015, 1105 . 1107 Authors' Addresses 1109 Brian Haberman 1110 Johns Hopkins University 1112 Email: brian@innovationslab.net 1114 Joseph Lorenzo Hall 1115 CDT 1117 Email: joe@cdt.org 1119 Jason Livingood 1120 Comcast 1122 Email: jason_livingood@comcast.com