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Run idnits with the --verbose option for more detailed information about the items above. -------------------------------------------------------------------------------- 2 IASA2 B. Haberman 3 Internet-Draft Johns Hopkins University 4 Intended status: Informational J. Hall 5 Expires: February 16, 2019 CDT 6 J. Livingood 7 Comcast 8 August 15, 2018 10 Proposed Structure of the IETF Administrative Support Activity (IASA), 11 Version 2.0 12 draft-ietf-iasa2-struct-05 14 Abstract 16 The IETF Administrative Support Activity (IASA) was originally 17 established in 2005. In the 13 years from 2005 to 2018, the needs of 18 the IETF have evolved in ways that require changes to its 19 administrative structure. The purpose of this document is to outline 20 a proposed new "IASA 2.0" structure. The proposal is for the work of 21 the IETF's administrative and fundraising tasks to be conducted by a 22 new administrative organization, the IETF Administration Limited 23 Liability Corporation ("LLC"). Under the proposal, the Internet 24 Administrative Oversight Committee (IAOC) will be eliminated, and its 25 oversight and advising functions transferred to the new LLC Board. 27 Status of This Memo 29 This Internet-Draft is submitted in full conformance with the 30 provisions of BCP 78 and BCP 79. 32 Internet-Drafts are working documents of the Internet Engineering 33 Task Force (IETF). Note that other groups may also distribute 34 working documents as Internet-Drafts. The list of current Internet- 35 Drafts is at https://datatracker.ietf.org/drafts/current/. 37 Internet-Drafts are draft documents valid for a maximum of six months 38 and may be updated, replaced, or obsoleted by other documents at any 39 time. It is inappropriate to use Internet-Drafts as reference 40 material or to cite them other than as "work in progress." 42 This Internet-Draft will expire on February 16, 2019. 44 Copyright Notice 46 Copyright (c) 2018 IETF Trust and the persons identified as the 47 document authors. All rights reserved. 49 This document is subject to BCP 78 and the IETF Trust's Legal 50 Provisions Relating to IETF Documents 51 (https://trustee.ietf.org/license-info) in effect on the date of 52 publication of this document. Please review these documents 53 carefully, as they describe your rights and restrictions with respect 54 to this document. Code Components extracted from this document must 55 include Simplified BSD License text as described in Section 4.e of 56 the Trust Legal Provisions and are provided without warranty as 57 described in the Simplified BSD License. 59 Table of Contents 61 1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . 3 62 2. Scope Limitation . . . . . . . . . . . . . . . . . . . . . . 4 63 2.1. Operating Agreement with the Internet Society . . . . . . 4 64 3. Key Differences from the IASA 1.0 Structure . . . . . . . . . 4 65 4. IETF Administration LLC . . . . . . . . . . . . . . . . . . . 5 66 4.1. General LLC Responsibilities . . . . . . . . . . . . . . 5 67 4.2. LLC Working Principles . . . . . . . . . . . . . . . . . 5 68 4.3. LLC Board Responsibilities . . . . . . . . . . . . . . . 6 69 4.4. IETF Executive Director and Staff Responsibilities . . . 8 70 4.5. Board Design Goals . . . . . . . . . . . . . . . . . . . 9 71 4.6. Board Composition . . . . . . . . . . . . . . . . . . . . 10 72 4.7. LLC-Appointed Directors . . . . . . . . . . . . . . . . . 10 73 4.8. Recruiting LLC Board Directors . . . . . . . . . . . . . 10 74 4.9. LLC Board Director Term Length . . . . . . . . . . . . . 11 75 4.10. LLC Board Director Limit . . . . . . . . . . . . . . . . 11 76 4.11. Staggered Terms . . . . . . . . . . . . . . . . . . . . . 11 77 4.12. LLC Board Director Removal . . . . . . . . . . . . . . . 12 78 4.13. Filling a LLC Board Director Vacancy . . . . . . . . . . 12 79 4.14. Interim Board . . . . . . . . . . . . . . . . . . . . . . 12 80 4.15. First Full Board . . . . . . . . . . . . . . . . . . . . 12 81 4.16. Board Positions . . . . . . . . . . . . . . . . . . . . . 13 82 5. LLC Policies . . . . . . . . . . . . . . . . . . . . . . . . 13 83 5.1. Conflict of Interest Policy . . . . . . . . . . . . . . . 13 84 5.2. Other Policies . . . . . . . . . . . . . . . . . . . . . 14 85 5.3. Compliance . . . . . . . . . . . . . . . . . . . . . . . 14 86 6. Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 87 7. Board Voting . . . . . . . . . . . . . . . . . . . . . . . . 15 88 8. Fundraising Practices . . . . . . . . . . . . . . . . . . . . 15 89 9. Transition Considerations . . . . . . . . . . . . . . . . . . 15 90 9.1. Initial Tasks of the LLC Board . . . . . . . . . . . . . 16 91 10. Three-Year Assessment . . . . . . . . . . . . . . . . . . . . 17 92 11. Acknowledgments . . . . . . . . . . . . . . . . . . . . . . . 17 93 12. Informative References . . . . . . . . . . . . . . . . . . . 18 94 Authors' Addresses . . . . . . . . . . . . . . . . . . . . . . . 18 96 1. Introduction 98 The IETF Administrative Support Activity (IASA) was originally 99 established in 2005. In the 13 years from 2005 to 2018, the needs of 100 the IETF have evolved in ways that require changes to its 101 administrative structure. The purpose of this document is to outline 102 a proposed new "IASA 2.0" structure. The proposal is for the work of 103 the IETF's administrative and fundraising tasks to be conducted by a 104 new administrative organization, the IETF Administration Limited 105 Liability Corporation ("LLC"). Under the proposal, the Internet 106 Administrative Oversight Committee (IAOC) will be eliminated, and its 107 oversight and advising functions transferred to the new LLC Board. 108 This document explores all of the details involved in the proposal. 110 [I-D.haberman-iasa20dt-recs] discusses the challenges facing the 111 current structure as well as several options for reorganizing the 112 IETF's administration under different legal structures. This 113 document outlines how such an organization will be structured and 114 describes how the organization will fit together with existing and 115 new IETF community structures. 117 This document outlines the high level details of the planned "IASA 118 2.0" arrangement, some of which are dependent on the choice of legal 119 structure. The point of this document has been to solicit community 120 input about how to address the challenges identified in 121 [I-D.haberman-iasa20dt-recs], and included much debate on the IASA2 122 mailing list and the IASA2 working group meetings at IETF 101 123 [ietf101-slides] and IETF 102 [ietf102-slides]. Changes will 124 subsequently be required in a replacement of RFC 4071 (BCP 101) and 125 RFC 4371, which are of course based on IETF community input and the 126 work in the IASA2 working group. 128 The proposal in this document is to transfer most of the 129 responsibilities that RFC 4071 currently assigns to the Internet 130 Administrative Director (IAD) and Internet Society (ISOC) to the 131 newly created LLC. The IAOC will be eliminated, and its oversight 132 and advising functions transferred to the LLC Board. It will be the 133 job of LLC to meet the administrative needs of the IETF and ensure 134 that LLC and IASA 2.0 meet the needs of the IETF community. 136 Eliminating the IAOC means that there will need to be another way for 137 trustees to be appointed for the IETF Trust. The details of how this 138 is done is outside the scope of this document. 140 2. Scope Limitation 142 The document does not propose any changes to anything related to the 143 oversight or steering of the standards process as currently conducted 144 by the Internet Engineering Steering Group (IESG) and Internet 145 Architecture Board (IAB), the appeals chain, the process for making 146 and confirming IETF and IAB appointments, the IETF Nominations 147 Committee (NomCom), the Internet Research Task Force (IRTF), or 148 ISOC's memberships in or support of other organizations. 150 If the community decides to make changes to its administrative 151 process along the lines outlined in this document, normative changes 152 to IETF processes will need to be documented in one or more 153 additional RFCs. Additional legal documents (e.g., certificate of 154 formation, operating agreement, transition and shared services 155 agreement) relating to the legal entity would provide the official, 156 legal definitions of processes, roles, etc. Section 9 lists some 157 initial thoughts about transition; publishing a detailed transition 158 plan would likely also be useful. 160 2.1. Operating Agreement with the Internet Society 162 The Operating Agreement (OA) is also out of scope for this document. 163 The OA is being developed between the IETF and ISOC and is expected 164 to include all critical terms, while still enabling maximum 165 unilateral flexibility for the LLC Board. Thus, it is anticipated 166 that the OA will include only basic details about how the Board 167 manages itself or manages LLC staff, so that the LLC Board has 168 flexibility to make changes without amending the OA. The LLC Board 169 can independently develop policy or procedures documents that fill 170 gaps. 172 3. Key Differences from the IASA 1.0 Structure 174 o The IAOC and IAD roles defined in RFC 4071 are eliminated. 176 o The ISOC and IAD responsibilities described in RFC 4071 are 177 assigned to a new organization, IETF Administration LLC. 179 o The Board of Directors of the LLC - formally a multi-member 180 "manager" of the LLC on behalf of ISOC - will assume the oversight 181 responsibilities of the IAOC. 183 o The Board of the LLC shall be more focused on strategy and 184 oversight, with the IETF Executive Director and their team in 185 charge of day-to-day operations. 187 4. IETF Administration LLC 189 4.1. General LLC Responsibilities 191 The LLC will be established to provide administrative support to the 192 IETF. It will have no authority over the standards development 193 activities of the IETF. 195 The proposed responsibilities of the LLC are: 197 o Operations. The LLC is responsible for supporting the ongoing 198 operations of the IETF, including meetings and non-meeting 199 activities. 201 o Finances. The LLC is responsible for managing the IETF's finances 202 and budget. 204 o Fundraising. The LLC is responsible for raising money on behalf 205 of the IETF. 207 o Compliance. The LLC is responsible for establishing and enforcing 208 policies to ensure compliance with applicable laws, regulations, 209 and rules. 211 The manner by which these responsibilities under the LLC are 212 organized is intended to address the problems described in Sections 213 3.1.1., 3.1.2, and 3.1.3 of [I-D.haberman-iasa20dt-recs]. 214 Specifically, this is intended to bring greater clarity around roles, 215 responsibilities, representation, decision-making, and authority. 217 In addition, by having the LLC manage the IETF's finances and conduct 218 the IETF's fundraising, confusion about who is responsible for 219 representing the IETF to sponsors and who directs the uses of 220 sponsorship funds will be eliminated. Finally, having the LLC reside 221 in a defined, distinct legal entity, and taking responsibility for 222 operations, will enable the organization to execute its own contracts 223 without the need for review and approval by ISOC. 225 4.2. LLC Working Principles 227 The LLC will be expected to conduct its work according to the 228 following proposed principles: 230 o Transparency. The LLC will keep the IETF community informed about 231 its work and will engage with the community to obtain consensus- 232 based community input on key issues and otherwise as needed. As 233 discusses in [ietf101-slides], whatever doesn't have a specific 234 justification for being kept confidential, should be made public. 236 There must exist a public list of confidential items, describing 237 the nature of the information and the reason for confidentiality. 239 o Responsiveness to the community. The LLC will act consistently 240 with the documented consensus of the IETF community, to be 241 responsive to the community's needs, and adapt its decisions in 242 response to consensus-based community feedback. 244 o Diligence. The LLC will act responsibly so as to minimize risks 245 to IETF participants and to the future of the IETF as a whole, 246 such as financial risks. 248 The transparency and responsiveness principles are designed to 249 address the concern outlined in Section 3.3 of 250 [I-D.haberman-iasa20dt-recs] about the need for improved timeliness 251 of sharing of information and decisions and seeking community 252 comments. The issue of increased transparency was important 253 throughout the IASA 2.0 process, with little to no dissent. It was 254 recognized that there will naturally be a confidentiality requirement 255 about some aspects of hotel contracting, personnel matters, and other 256 narrow areas. 258 4.3. LLC Board Responsibilities 260 The LLC Board will be responsible for conducting oversight of LLC's 261 execution of its responsibilities, as described in Section 4.1. They 262 have duties of loyalty, care, and good faith. This includes the 263 responsibility to: 265 o provide strategic direction for the LLC to the IETF Executive 266 Director; 268 o hire, supervise, and manage the employment of the role of the IETF 269 Executive Director of the LLC, including tasks such as hiring, 270 termination, performance review, amendment of employment terms, 271 the award of compensation and other requisite employment benefits 272 or decisions; 274 o adopting any employee benefit plans; 276 o approving any changes to the LLC governance structure; 278 o exercising a fiduciary duty to ensure that LLC has the financial 279 and business stability that it needs to be able to meet the needs 280 of the IETF, including adopting an annual budget, and as necessary 281 incurring any debt or making other financial arrangements; 283 o approving or entering into agreements that that meet a significant 284 materiality threshold; 286 o exercising a legal duty to ensure that the LLC complies with any 287 applicable tax and other laws; 289 o ensuring that LLC is run in a manner that is transparent and 290 accountable to the IETF community; 292 o recruit new Directors, for consideration in all of the various 293 appointment processes. 295 The Board will be an oversight body, with responsibilities limited to 296 those listed above. It will not directly conduct any of the IETF's 297 administrative work, which is the day-to-day job of the IETF 298 Executive Director at their team. 300 The role of the LLC Board will be to ensure that the strategy and 301 conduct of LLC is consistent with the IETF's needs - both its 302 concrete needs and its needs for transparency and accountability. 303 The Board is not intended to directly define the IETF's needs; to the 304 extent that is required, the IETF community should document its needs 305 in consensus-based RFCs (e.g., as the community is aiming to do in 306 [I-D.ietf-mtgvenue-iaoc-venue-selection-process]) and provide more 307 detailed input via consultations with the LLC Board (such as takes 308 place on email discussion lists or at IETF meetings). 310 As part of the responsibilities outlined above, some of which is 311 outlined further in (TODO: reference board-policies document) the 312 Board shall work to ensure that LLC will: 314 o Act consistently with ISOC's 501(c)(3) status; 316 o Provide accurate financial statements to ISOC on a timely basis; 318 o Prepare its financial reports in accordance with generally 319 accepted accounting principles; 321 o Provide assistance to help facilitate ISOC's tax compliance, 322 including but not limited to assistance related to preparing the 323 Form 990 and responding to any IRS questions and audits; 325 o Obtain appropriate insurance, including commercial general 326 liability insurance with appropriate limits; 328 o Implement risk management and compliance processes in a manner 329 consistent with industry norms. 331 The description below outlines the composition of the LLC Board, 332 selection of LLC Board Directors, and related details. 334 4.4. IETF Executive Director and Staff Responsibilities 336 The LLC shall be led by an IETF Executive Director chosen by the 337 Board. The IETF Executive Director will be responsible for managing 338 the day-to-day operations of the LLC, including hiring staff to 339 perform various operational functions. The IETF Executive Director 340 and any staff may be employees or independent contractors. 342 Allowing for the division of responsibilities among multiple staff 343 members and contractors should hopefully address some of the concerns 344 raised in Section 3.2 (Lack of Resources) and Section 3.4 (Funding/ 345 Operating Model Mismatch and Rising Costs) of 346 [I-D.haberman-iasa20dt-recs]. 348 Based on the amount of work currently undertaken by the IAD and 349 others involved in the IETF administration who are not currently in 350 contracted roles, it is anticipated that the IETF Executive Director 351 may need to hire multiple additional staff members. For example, 352 there will likely be a need for resources to manage fundraising, to 353 manage the various contractors that are engaged to fulfill the IETF's 354 administrative needs, and to support outreach and communications. 356 The IETF currently benefits from the use of contractors for 357 accounting, finance, meeting planning, administrative assistance, 358 legal counsel, tools, and web site support, as well as other services 359 related to the standards process (RFC Editor and IANA). The IETF 360 budget currently reflects specific support from ISOC for 361 communications and fundraising as well as some general support for 362 accounting, finance, legal, and other services. The division of 363 responsibilities between staff and contractors will be at the 364 discretion of the IETF Executive Director and his or her staff. 366 The IETF has a long history of community involvement in the execution 367 of certain administrative functions, in particular development of 368 IETF tools, the NOC's operation of the meeting network, and some 369 outreach and communications activities conducted by the EDU and 370 Mentoring Directorate. The LLC staff would be expected to respect 371 the IETF community's wishes about community involvement in these and 372 other functions going forward as long as the staff feels that they 373 can meet the otherwise-stated needs of the community. Establishing 374 the framework to allow the LLC to staff each administrative function 375 as appropriate may require the IETF community to document its 376 consensus expectations in areas where no documentation currently 377 exists (see Section 9). 379 In summary, the IETF Executive Director, with support from the team 380 that they alone direct and lead, will be responsible for: 382 o Developing and refining an annual budget and other strategic 383 financial planning documents at the direction of the LLC Board. 385 o Executing on the annual budget, including reporting to the LLC 386 Board regularly with forecasts and actual performance to budget. 388 o Hiring and/or contracting the necessary resources to meet their 389 goals, within the defined limits of their authority and within the 390 approved budget. This includes managing and leading any such 391 resources, including performing regular performance reviews. 393 o Following the pre-approval guidelines set forth by the LLC Board 394 for contracts or other decisions that have financial costs that 395 exceed a certain threshold of significance. Such threshold will 396 be set reasonably high so that the need for such approvals is 397 infrequent and only occurs when something is truly significant or 398 otherwise exceptional. It is important to ensure that the IETF 399 Executive Director is sufficiently empowered to perform their job 400 on a day to day basis, being held accountable for meeting high 401 level goals rather than micromanaged. 403 o Regularly updating the LLC Board on operations and other notable 404 issues as reasonable and appropriate. 406 o Ensuring that all staff and/or other resources comply with any 407 applicable policies established or approved by the LLC Board, such 408 as ethics guidelines and/or a code of conduct. 410 4.5. Board Design Goals 412 A goal of this proposed Board composition is to balance the need for 413 the LLC to be accountable to the IETF community with the need for 414 this Board to have the expertise necessary to oversee a small non- 415 profit corporation. The Board is smaller than the current IAOC and 416 the other leadership bodies of the IETF, in part to keep the Board 417 focused on its rather limited set of strategic responsibilities as 418 noted in Section 4.3. 420 This board structure, with limited strategic responsibilities noted 421 in Section 4.3 and limited size, together with the staff 422 responsibilities noted in Section 4.4, is designed to overcome the 423 challenges described in Section 3.1.4 of [I-D.haberman-iasa20dt-recs] 424 concerning oversight. This establishes a clear line of oversight 425 over staff performance: the Board oversees the IETF Executive 426 Director's performance and has actual legal authority to remove a 427 non-performing IETF Executive Director. The IETF Executive Director 428 is responsible for the day-to-day operation of the LLC. 430 Finally, the Board would be expected to operate transparently, to 431 further address the concern raised in Section 3.3 of 432 [I-D.haberman-iasa20dt-recs]. The default transparency rule arrived 433 at during the IASA 2.0 design process is detailed above in in 434 Section 4.2. The Board will need to establish how it will meet that 435 commitment. 437 4.6. Board Composition 439 There shall be a minimum of 5 directors, expandable to 6 or 7. 441 o 1 IETF Chair or delegate selected by the IESG 443 o 1 Appointed by the ISOC Board of Trustees 445 o 3 Selected by the IETF NomCom, confirmed by the IESG 447 o Up to 2 Appointed by the LLC board itself, on an as needed basis, 448 confirmed by the IESG 450 4.7. LLC-Appointed Directors 452 As noted above, a maximum of two Directors may be appointed by the 453 LLC Board. They can obviously choose to appoint none, one, or two. 454 These appointments need not be on an exceptional basis, but rather be 455 routine, and may occur at any time of the year since it is on an as 456 needed basis. 458 The appointment of a LLC Board-appointed Director requires a 2/3rd- 459 majority vote of the Directors then in office, and the appointee 460 shall take office immediately upon appointment. The term of each 461 appointment shall be designated by the Board, with the maximum term 462 being three years, or until their earlier resignation, removal or 463 death. The Board may decide on a case-by-case basis how long each 464 term shall be, factoring in the restriction for consecutive terms in 465 Section 4.9. 467 4.8. Recruiting LLC Board Directors 469 The LLC Board itself should take an active role in recruiting 470 potential new Directors, regardless of the process that may be used 471 to appoint them. In particular, the NomCom is primarily focused on 472 considering requirements expressed by the Board and others, reviewing 473 community feedback on candidates, conducting candidate interviews, 474 and ultimately appointing Directors. The LLC Board and others can 475 recruit potential Directors and get them into the consideration 476 process of the NomCom or other appointing bodies. 478 4.9. LLC Board Director Term Length 480 The term length for a Director shall be three years in length. The 481 exceptions to this guideline will be for the terms for some Directors 482 during the first full formation of the LLC Board in order to 483 establish staggered terms and for any appointments to fill a vacancy. 484 The final exception is if a Director role is occupied by the IETF 485 Chair ex officio, since that person's term length is governed instead 486 by the term lengths established in [RFC7437] (BCP10), Section 3.4. 488 4.10. LLC Board Director Limit 490 A director may serve no more than two consecutive terms, with at 491 least one full term prior to the start of any additional terms. An 492 exception is if a Director role is occupied by the IETF Chair ex 493 officio, since that person's service is governed instead by the term 494 lengths established in [RFC7437] (BCP10), Section 3.4. 496 An exception to the two consecutive term rule is for an LLC-appointed 497 Director. For such a Director, they may serve only one term via this 498 appointment method, after which any subsequent terms would be occur 499 via other appointment or selection processes (such as via the NomCom 500 process). 502 Lastly, partial terms of less than three years for the initial 503 appointments to the First Full Board Section 4.15, for which some 504 Directors will have terms of one or two years, do not count against 505 the term limit. 507 The limit on consecutive terms supports the healthy regular 508 introduction of new ideas and energy into the Board and mitigates 509 potential long-term risk of ossification or conflict, without 510 adversely impacting the potential pool of director candidates over 511 time. 513 4.11. Staggered Terms 515 ISOC, the IESG, the Nominating Committee, and the Board shall 516 coordinate with each other to ensure that collectively their 517 appointment or selection processes provide for no more than three 518 Directors' terms concluding in the same year. 520 4.12. LLC Board Director Removal 522 Directors may be removed with or without cause. A vote in favor of 523 removal must be no fewer than the number of Directors less two. 524 Directors may also be removed via the IETF recall process defined in 525 [RFC7437] (BCP10), Section 7. So for example, if there are seven 526 directors, then five votes are required. Directors may also be 527 removed via the IETF recall process defined in [RFC7437] (BCP10), 528 Section 7. 530 4.13. Filling a LLC Board Director Vacancy 532 It shall be the responsibility of each respective body that appointed 533 or selected a Director that vacates the Board to appoint a new 534 Director to fill the vacancy. However this obligation will not apply 535 to vacancies in Board-appointed positions. For example, if a 536 Director selected by the NomCom departs the Board prior to the end of 537 their term for whatever reason, then it is the responsibility of the 538 NomCom (using it's mid-term rules, as specified in [RFC8318], 539 Section 3.5) as the original appointing body to designate a 540 replacement that will serve out the remainder of the term of the 541 departed Director. 543 4.14. Interim Board 545 An initial interim Board will be necessary in order to legally form 546 and bootstrap the LLC. As a result, an Interim Board will be formed 547 on a temporary basis until the first full board is constituted. 548 Barring unforseen circumstances, the Interim Board should conclude no 549 later than the end of the 104th meeting of the IETF, in March 2019. 551 The interim Board shall be comprised of: 553 o The IETF chair, ex officio 555 o The IAOC chair, ex officio 557 o The IAB chair, ex officio 559 o One ISOC trustee, selected by the ISOC Board of Trustees 561 4.15. First Full Board 563 A minimum of five Directors must be seated in order for the Board to 564 be constituted, and then the Interim Board will be dissolved. 565 Accordingly, the following steps must take place to ensure that this 566 occurs on a timely basis: 568 o The IESG shall make their appointment no later than January 31, 569 2019. 571 o ISOC shall make their appointment no later than January 31, 2019. 573 o The NomCom shall make their appointments no later than March 22, 574 2019. 576 If these bodies can make their appointments sooner, then by all means 577 they should do so in order to enable the first full board to begin as 578 soon as possible. This is particularly so for the NomCom. If the 579 NomCom can make their appointments sooner, then the first full board 580 could be constituted in time for IETF 104 (March 23-29, 2019). 582 4.16. Board Positions 584 Following the formation of the first full LLC Board, and at each 585 subsequent annual meeting of the LLC Board, the Directors shall elect 586 by a majority vote of the LLC Board a Director to serve as Board 587 Chair. The Board may also form committees of the Board and/or define 588 other roles for LLC Board Directors as necessary. 590 5. LLC Policies 592 The Board shall develop policies as necessary to achieve the goals of 593 the LLC, meet transparency expectations of the community, comply with 594 applicable laws or regulations, or for other reasons as appropriate. 595 All policies should be developed with input from the IETF community. 596 Some policies of ISOC may provide a good starting point from which 597 the Board can begin. 599 5.1. Conflict of Interest Policy 601 The Board shall develop a Conflict of Interest policy for the LLC. 602 While the details shall be determined by the Board, at a minimum such 603 policy will include the following: 605 o The IETF, ISOC Board, IAB, or IRTF chair cannot be chair of this 606 LLC Board, though they may serve as a Director. 608 o A Director cannot be a paid consultant or employee of the IETF 609 Executive Director or their sub-contractors, nor a paid consultant 610 or employee of ISOC. 612 5.2. Other Policies 614 The Board shall develop additional policies for the LLC as necessary, 615 covering Directors, employees, and contractors, concerning issues 616 such as: 618 o Acceptance of gifts and other non-cash compensation; 620 o Travel and expense reimbursement; 622 o Anti-bribery; 624 o Code of conduct; 626 o Anti-harassment; 628 o Non-discrimination; 630 o Whistleblower; 632 o Document retention; 634 o Export controls; 636 o Anti-terrorism sanctions; 638 o Data protection and privacy; 640 o Social media 642 5.3. Compliance 644 The LLC shall develop and implement a compliance program to ensure 645 its compliance with all applicable laws, rules and regulations, 646 including without limitation laws governing bribery, anti-terrorism 647 sanctions, export controls, data protection/privacy, as well as other 648 applicable policies noted in Section 5. In addition, actions and 649 activities of the LLC must be consistent with 501(c)(3) purposes. 651 The LLC shall report to ISOC on the implementation of its compliance 652 plan on an annual basis. 654 6. Quorum 656 At all meetings of the Board, at least 2/3 of the Directors then in 657 office shall constitute a quorum for the transaction of business. If 658 a quorum shall not be present at any meeting of the Board, the 659 Directors present thereat may adjourn the meeting without notice 660 other than announcement at the meeting, until a quorum shall be 661 present. 663 7. Board Voting 665 The Board can hold votes during synchronous live meetings of the 666 Board (including telephonic and video) or via asynchronous written 667 (including electronic) means. Decisions on regular LLC matters shall 668 be made by a 2/3 majority vote in favor, with the exception of 669 removal of a Director as specified in Section 4.12. Absentee voting 670 and voting by proxy shall not be permitted. 672 8. Fundraising Practices 674 When the LLC conducts fundraising, it will substantiate charitable 675 contributions on behalf of ISOC. The LLC will evaluate and 676 facilitate state, federal, and other applicable law and regulatory 677 compliance for ISOC and/or the LLC with respect to such fundraising 678 activities. In addition, the LLC shall ensure that all fundraising 679 activities are conducted in compliance with any policies developed by 680 the LLC, including but not limited to those noted in Section 5. 682 9. Transition Considerations 684 Conducting a transition as envisioned in this document will encompass 685 many different work activities and will require action, involvement, 686 support, and/or feedback from groups and individuals across the IETF 687 community. The transition is likely to proceed in these steps but 688 the community should remain flexible and adapt this plan as changes 689 occur and complications inevitably arise. 691 Phase 1: LLC Formation 693 o The LLC is formed with an Interim Board (see {#interim-board}). 695 o The IAOC continues to operate as usual, such as reviewing and 696 approving the IETF's FY2019 budget. 698 o The NomCom is given instructions by the IETF chair to not recruit 699 for 2019 IAOC positions, and instead recruit for LLC Board 700 Directors. 702 o An update of all relevant RFCs is started, reflecting the change 703 from IAOC to LLC. 705 Phase 2: Transition from IAOC to LLC 706 o The LLC's Interim Board and IAOC shall agree to a transition 707 schedule to transition IAOC responsibilities one-by-one to the 708 LLC. 710 o This phase should optimally conclude prior to the expiration of 711 IAOC member terms in 2019. 713 Phase 3: Transition Complete 715 o The first full board is seated (see {#first-full-board}). 717 o All responsibilities of the IAOC have been assumed by the LLC. 719 o The IAOC can then be shut down. 721 9.1. Initial Tasks of the LLC Board 723 The initial tasks of the LLC Board should be prioritized according to 724 legal necessity and relative importance. Below are suggested 725 priorities to consider as and after the LLC is formed. 727 High priority for the Interim Board: 729 1 - Form the LLC legally 731 2 - Setup a bank account so that funds can be moved over 733 3 - Transfer all necessary contracts from ISOC/IAOC to the LLC 735 4 - Establish & implement a process to pay any employees or 736 contractors, as necessary 738 5 - Agree to a transition schedule with the IAOC 740 6 - Secure any necessary insurance such as Commercial General 741 Liability and other appropriate insurance policies, with appropriate 742 coverage limits 744 Medium Priority for the Interim Board: 746 1 - Create a job description for the IETF Executive Director 748 2 - Initiate the process of beginning to search for an IETF Executive 749 Director and/or outline a process to do so and defer it to the first 750 full board, as appropriate 752 First Tasks of the Full Board: 754 1 - Develop all necessary LLC policies 756 2 - Develop all necesssary Board operating procedures and bylaws 758 3 - Determine the employee benefits/salary framework and/or make 759 associated staffing decisions 761 4 - Interview and hire an IETF Executive Director (targeting 1H2019) 763 5 - Select a chair and other positions as necessary 765 6 - Define and document how the Board will fulfill its transparency 766 obligations to the IETF community 768 7 - Definine the "significant materiality threshold", above which the 769 Board must approve any contracts, expenditures, or other commitments. 771 Once the IETF Executive Director and any additional staff are hired, 772 it would be expected for LLC to: 774 o Do a thorough review of existing contracts, community volunteer 775 arrangements, and administrative assets to determine the need for 776 initial changes. 778 o Assess areas where the IETF community needs to document its 779 consensus, e.g., expectations about community involvement in NOC 780 or tools efforts. 782 10. Three-Year Assessment 784 The LLC, with the involvement of the community, shall conduct and 785 complete an assessment of the structure, processes, and operation of 786 the IASA and LLC. This should be presented to the community after a 787 period of roughly three years of operation. The assessment may 788 potentially include recommendations for improvements or changes in 789 the IASA and/or LLC. 791 11. Acknowledgments 793 Thanks to Jari Arkko, Richard Barnes, Alissa Cooper, Sean Turner and 794 the IASA 2.0 Working Group for discussions of possible structures, 795 and to the attorneys of Morgan Lewis and Brad Biddle for legal 796 advice. 798 12. Informative References 800 [I-D.haberman-iasa20dt-recs] 801 Haberman, B., Arkko, J., Daigle, L., Livingood, J., Hall, 802 J., and E. Rescorla, "IASA 2.0 Design Team 803 Recommendations", draft-haberman-iasa20dt-recs-02 (work in 804 progress), April 2018. 806 [I-D.ietf-mtgvenue-iaoc-venue-selection-process] 807 Lear, E., "IETF Plenary Meeting Venue Selection Process", 808 draft-ietf-mtgvenue-iaoc-venue-selection-process-16 (work 809 in progress), June 2018. 811 [ietf101-slides] 812 Hall, J., "IASA 2.0 IETF-101 Slides", n.d., 813 . 816 [ietf102-slides] 817 Hall, J., "IASA 2.0 IETF-102 Slides", n.d., 818 . 821 [ML-memo] Morgan Lewis, "Options for New Organization to Conduct 822 IETF Administrative Support Activities", February 2018, 823 . 826 [RFC7437] Kucherawy, M., Ed., "IAB, IESG, and IAOC Selection, 827 Confirmation, and Recall Process: Operation of the 828 Nominating and Recall Committees", BCP 10, RFC 7437, 829 DOI 10.17487/RFC7437, January 2015, 830 . 832 [RFC8318] Dawkins, S., "IAB, IESG, and IAOC Selection, Confirmation, 833 and Recall Process: IAOC Advisor for the Nominating 834 Committee", BCP 10, RFC 8318, DOI 10.17487/RFC8318, 835 January 2018, . 837 Authors' Addresses 839 Brian Haberman 840 Johns Hopkins University 842 Email: brian@innovationslab.net 843 Joseph Lorenzo Hall 844 CDT 846 Email: joe@cdt.org 848 Jason Livingood 849 Comcast 851 Email: jason_livingood@comcast.com