draft-ietf-iasa2-rfc4071bis-01.txt   draft-ietf-iasa2-rfc4071bis-02.txt 
IASA2 B. Haberman IASA2 B. Haberman
Internet-Draft Johns Hopkins University Internet-Draft Johns Hopkins University
Obsoletes: RFC4071, RFC4333, RFC7691 (if J. Hall Obsoletes: BCP101, RFC4071, RFC4333, J. Hall
approved) CDT RFC7691 (if approved) CDT
Intended status: Best Current Practice J. Livingood Intended status: Best Current Practice J. Livingood
Expires: June 15, 2019 Comcast Expires: June 21, 2019 Comcast
December 12, 2018 December 18, 2018
Structure of the IETF Administrative Support Activity, Version 2.0 Structure of the IETF Administrative Support Activity, Version 2.0
draft-ietf-iasa2-rfc4071bis-01 draft-ietf-iasa2-rfc4071bis-02
Abstract Abstract
The IETF Administrative Support Activity (IASA) was originally The IETF Administrative Support Activity (IASA) was originally
established in 2005. In the years since then, the needs of the IETF established in 2005. In the years since then, the needs of the IETF
evolved in ways that required changes to its administrative evolved in ways that required changes to its administrative
structure. The purpose of this document is to document and describe structure. The purpose of this document is to document and describe
the IASA 2.0 structure. the IASA 2.0 structure.
Under IASA 2.0, the work of the IETF's administrative and fundraising Under IASA 2.0, the work of the IETF's administrative and fundraising
skipping to change at page 1, line 36 skipping to change at page 1, line 36
eliminated, and its oversight and advising functions transferred to eliminated, and its oversight and advising functions transferred to
the IETF LLC Board. the IETF LLC Board.
This document describes the structure of the IETF Administrative This document describes the structure of the IETF Administrative
Support Activity, version 2 (IASA 2.0). It defines the roles and Support Activity, version 2 (IASA 2.0). It defines the roles and
responsibilities of the IETF LLC Board, the IETF Executive Director, responsibilities of the IETF LLC Board, the IETF Executive Director,
and ISOC in the fiscal and administrative support of the IETF and ISOC in the fiscal and administrative support of the IETF
standards process. It also defines the membership and selection standards process. It also defines the membership and selection
rules for the IETF LLC Board. rules for the IETF LLC Board.
This document obsoletes [RFC4071], [RFC4333], and [RFC7691]. This document obsoletes [RFC4071] (BCP101), [RFC4333], and [RFC7691].
Status of This Memo Status of This Memo
This Internet-Draft is submitted in full conformance with the This Internet-Draft is submitted in full conformance with the
provisions of BCP 78 and BCP 79. provisions of BCP 78 and BCP 79.
Internet-Drafts are working documents of the Internet Engineering Internet-Drafts are working documents of the Internet Engineering
Task Force (IETF). Note that other groups may also distribute Task Force (IETF). Note that other groups may also distribute
working documents as Internet-Drafts. The list of current Internet- working documents as Internet-Drafts. The list of current Internet-
Drafts is at https://datatracker.ietf.org/drafts/current/. Drafts is at https://datatracker.ietf.org/drafts/current/.
Internet-Drafts are draft documents valid for a maximum of six months Internet-Drafts are draft documents valid for a maximum of six months
and may be updated, replaced, or obsoleted by other documents at any and may be updated, replaced, or obsoleted by other documents at any
time. It is inappropriate to use Internet-Drafts as reference time. It is inappropriate to use Internet-Drafts as reference
material or to cite them other than as "work in progress." material or to cite them other than as "work in progress."
This Internet-Draft will expire on June 15, 2019. This Internet-Draft will expire on June 21, 2019.
Copyright Notice Copyright Notice
Copyright (c) 2018 IETF Trust and the persons identified as the Copyright (c) 2018 IETF Trust and the persons identified as the
document authors. All rights reserved. document authors. All rights reserved.
This document is subject to BCP 78 and the IETF Trust's Legal This document is subject to BCP 78 and the IETF Trust's Legal
Provisions Relating to IETF Documents Provisions Relating to IETF Documents
(https://trustee.ietf.org/license-info) in effect on the date of (https://trustee.ietf.org/license-info) in effect on the date of
publication of this document. Please review these documents publication of this document. Please review these documents
skipping to change at page 2, line 30 skipping to change at page 2, line 30
include Simplified BSD License text as described in Section 4.e of include Simplified BSD License text as described in Section 4.e of
the Trust Legal Provisions and are provided without warranty as the Trust Legal Provisions and are provided without warranty as
described in the Simplified BSD License. described in the Simplified BSD License.
Table of Contents Table of Contents
1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . 3 1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . 3
2. Scope Limitation . . . . . . . . . . . . . . . . . . . . . . 4 2. Scope Limitation . . . . . . . . . . . . . . . . . . . . . . 4
2.1. LLC Agreement with the Internet Society . . . . . . . . . 4 2.1. LLC Agreement with the Internet Society . . . . . . . . . 4
3. Definitions and Principles . . . . . . . . . . . . . . . . . 5 3. Definitions and Principles . . . . . . . . . . . . . . . . . 5
3.1. Alphabet Soup . . . . . . . . . . . . . . . . . . . . . . 5 3.1. Terminology . . . . . . . . . . . . . . . . . . . . . . . 5
3.2. Key Differences From the Old IASA Structure to IASA 2.0 . 6 3.2. Key Differences From the Old IASA Structure to IASA 2.0 . 6
3.3. General IETF LLC Responsibilities . . . . . . . . . . . . 6 3.3. General IETF LLC Responsibilities . . . . . . . . . . . . 6
3.4. IETF LLC Working Principles . . . . . . . . . . . . . . . 7 3.4. IETF LLC Working Principles . . . . . . . . . . . . . . . 7
3.5. Principles of the IETF and ISOC Relationship . . . . . . 8 3.5. Principles of the IETF and ISOC Relationship . . . . . . 8
3.6. Relationship of the IETF LLC Board to the IETF Leadership 8 3.6. Relationship of the IETF LLC Board to the IETF Leadership 8
3.7. IETF LLC Board Decision Making . . . . . . . . . . . . . 9 3.7. IETF LLC Board Decision Making . . . . . . . . . . . . . 9
3.8. Review of IETF Executive Director and IETF LLC Board 3.8. Review of IETF Executive Director and IETF LLC Board
Decisions . . . . . . . . . . . . . . . . . . . . . . . . 9 Decisions . . . . . . . . . . . . . . . . . . . . . . . . 9
3.9. Community Consensus and Grant of Authority . . . . . . . 9 3.9. Community Consensus and Grant of Authority . . . . . . . 9
3.10. Termination and Change . . . . . . . . . . . . . . . . . 10 3.10. Termination and Change . . . . . . . . . . . . . . . . . 10
skipping to change at page 3, line 19 skipping to change at page 3, line 19
5.12. Board Positions . . . . . . . . . . . . . . . . . . . . . 17 5.12. Board Positions . . . . . . . . . . . . . . . . . . . . . 17
6. IETF LLC Funding . . . . . . . . . . . . . . . . . . . . . . 17 6. IETF LLC Funding . . . . . . . . . . . . . . . . . . . . . . 17
6.1. Financial Statements . . . . . . . . . . . . . . . . . . 18 6.1. Financial Statements . . . . . . . . . . . . . . . . . . 18
6.2. Bank and Investment Accounts . . . . . . . . . . . . . . 18 6.2. Bank and Investment Accounts . . . . . . . . . . . . . . 18
6.3. Financial Audits . . . . . . . . . . . . . . . . . . . . 18 6.3. Financial Audits . . . . . . . . . . . . . . . . . . . . 18
6.4. ISOC Financial Support . . . . . . . . . . . . . . . . . 18 6.4. ISOC Financial Support . . . . . . . . . . . . . . . . . 18
6.5. IETF Meeting Revenues . . . . . . . . . . . . . . . . . . 18 6.5. IETF Meeting Revenues . . . . . . . . . . . . . . . . . . 18
6.6. Donations to the IETF LLC . . . . . . . . . . . . . . . . 19 6.6. Donations to the IETF LLC . . . . . . . . . . . . . . . . 19
6.7. Funding Supports the IETF . . . . . . . . . . . . . . . . 19 6.7. Funding Supports the IETF . . . . . . . . . . . . . . . . 19
6.8. Charitable Fundraising Practices . . . . . . . . . . . . 19 6.8. Charitable Fundraising Practices . . . . . . . . . . . . 19
6.9. Operating Reserve . . . . . . . . . . . . . . . . . . . . 19 6.9. Operating Reserve . . . . . . . . . . . . . . . . . . . . 20
6.10. Annual Budget Process . . . . . . . . . . . . . . . . . . 20 6.10. Annual Budget Process . . . . . . . . . . . . . . . . . . 20
7. IETF LLC Policies . . . . . . . . . . . . . . . . . . . . . . 20 7. IETF LLC Policies . . . . . . . . . . . . . . . . . . . . . . 20
7.1. Conflict of Interest Policy . . . . . . . . . . . . . . . 21 7.1. Conflict of Interest Policy . . . . . . . . . . . . . . . 21
7.2. Other Policies . . . . . . . . . . . . . . . . . . . . . 21 7.2. Other Policies . . . . . . . . . . . . . . . . . . . . . 21
7.3. Compliance . . . . . . . . . . . . . . . . . . . . . . . 21 7.3. Compliance . . . . . . . . . . . . . . . . . . . . . . . 22
8. Three-Year Assessment . . . . . . . . . . . . . . . . . . . . 22 8. Three-Year Assessment . . . . . . . . . . . . . . . . . . . . 22
9. Security Considerations . . . . . . . . . . . . . . . . . . . 22 9. Security Considerations . . . . . . . . . . . . . . . . . . . 22
10. IANA Considerations . . . . . . . . . . . . . . . . . . . . . 22 10. IANA Considerations . . . . . . . . . . . . . . . . . . . . . 22
11. Acknowledgments . . . . . . . . . . . . . . . . . . . . . . . 22 11. Acknowledgments . . . . . . . . . . . . . . . . . . . . . . . 22
12. Informative References . . . . . . . . . . . . . . . . . . . 22 12. References . . . . . . . . . . . . . . . . . . . . . . . . . 22
Authors' Addresses . . . . . . . . . . . . . . . . . . . . . . . 24 12.1. Normative References . . . . . . . . . . . . . . . . . . 23
12.2. Informative References . . . . . . . . . . . . . . . . . 23
Authors' Addresses . . . . . . . . . . . . . . . . . . . . . . . 25
1. Introduction 1. Introduction
The IETF Administrative Support Activity (IASA) was originally The IETF Administrative Support Activity (IASA) was originally
established in 2005. In the years since then, the needs of the IETF established in 2005. In the years since then, the needs of the IETF
evolved in ways that required changes to its administrative evolved in ways that required changes to its administrative
structure. The purpose of this document is to document and describe structure. The purpose of this document is to document and describe
the IASA 2.0 structure. the IASA 2.0 structure.
Under IASA 2.0, the work of the IETF's administrative and fundraising Under IASA 2.0, the work of the IETF's administrative and fundraising
tasks is conducted by an administrative organization, the IETF tasks is conducted by an administrative organization, the IETF
Administration Limited Liability Company ("IETF LLC"). Under this Administration Limited Liability Company ("IETF LLC"). Under this
structure, the Internet Administrative Oversight Committee (IAOC) was structure, the Internet Administrative Oversight Committee (IAOC) is
eliminated, and its oversight and advising functions transferred to eliminated, and its oversight and advising functions transferred to
the IETF LLC Board. the IETF LLC Board.
[I-D.haberman-iasa20dt-recs] discusses the challenges facing the [I-D.haberman-iasa20dt-recs] discusses the challenges facing the
original IASA structure as well as several options for reorganizing original IASA structure as well as several options for reorganizing
the IETF's administration under different legal structures. This the IETF's administration under different legal structures. This
document outlines how the chosen option is structured and describes document outlines how the chosen option is structured and describes
how the organization fits together with existing and new IETF how the organization fits together with existing and new IETF
community structures. community structures.
skipping to change at page 4, line 31 skipping to change at page 4, line 32
could be appointed to the IETF Trust. The details of how this is could be appointed to the IETF Trust. The details of how this is
done are outside the scope of this document but are covered in done are outside the scope of this document but are covered in
[I-D.ietf-iasa2-trust-update]. [I-D.ietf-iasa2-trust-update].
This document obsoletes [RFC4071], which specified the original IASA, This document obsoletes [RFC4071], which specified the original IASA,
[RFC4333], which specified the selection guidelines and process for [RFC4333], which specified the selection guidelines and process for
IAOC members and [RFC7691], which specified terms for IAOC members. IAOC members and [RFC7691], which specified terms for IAOC members.
2. Scope Limitation 2. Scope Limitation
The document does not propose any changes to anything related to the The document does not propose any changes related to the standards
oversight or steering of the standards process as currently conducted process as currently conducted by the Internet Engineering Steering
by the Internet Engineering Steering Group (IESG) and Internet Group (IESG) and Internet Architecture Board (IAB). In addition, no
Architecture Board (IAB), the appeals chain, the process for making changes are made to the appeals chain, the process for making and
and confirming IETF and IAB appointments, the IETF Nominating confirming IETF and IAB appointments, the technical work of the
Committee (NomCom), the Internet Research Task Force (IRTF), or Internet Research Task Force (IRTF), or to ISOC's membership in or
ISOC's memberships in or support of other organizations. support of other organizations.
2.1. LLC Agreement with the Internet Society 2.1. LLC Agreement with the Internet Society
The LLC Agreement between the IETF LLC and ISOC [IETF-LLC-A] is also The LLC Agreement between the IETF LLC and ISOC [IETF-LLC-A] is also
out of scope for this document, however this document depends on the out of scope for this document, however this document depends on the
LLC Agreement and will refer to it for certain aspects of the legal LLC Agreement and will refer to it for certain aspects of the legal
relationship between the IETF LLC and ISOC. The LLC Agreement was relationship between the IETF LLC and ISOC. The LLC Agreement was
developed between legal representatives of the IETF and ISOC and developed between legal representatives of the IETF and ISOC and
includes all critical terms of the relationship, while still enabling includes all critical terms of the relationship, while still enabling
maximum unilateral flexibility for the IETF LLC Board. The LLC maximum unilateral flexibility for the IETF LLC Board. The LLC
Agreement includes only basic details about how the IETF LLC Board Agreement includes only basic details about how the IETF LLC Board
manages itself or manages IETF LLC staff, so that the IETF LLC Board manages itself or manages IETF LLC staff, so that the IETF LLC Board
has flexibility to make changes without amending the agreement. The has flexibility to make changes without amending the agreement. The
IETF LLC Board can independently develop policy or procedures IETF LLC Board can independently develop policy or procedures
documents that fill gaps. documents that fill gaps.
3. Definitions and Principles 3. Definitions and Principles
3.1. Alphabet Soup 3.1. Terminology
Although most of the terms, abbreviations, and acronyms used in this Although most of the terms, abbreviations, and acronyms used in this
document are reasonably well known, first-time readers may find this document are reasonably well known, first-time readers may find some
alphabet soup confusing. This section therefore attempts to provide terminology confusing. This section therefore attempts to provide a
a quick summary. quick summary.
IAB: Internet Architecture Board (see [RFC2026], [RFC2850]). IAB: Internet Architecture Board (see [RFC2026], [RFC2850]).
IAD: IETF Administrative Director, a role obsoleted by this document IAD: IETF Administrative Director, a role obsoleted by this document
and the ISOC/IETF LLC Agreement ([IETF-LLC-A]) and replaced by the and the ISOC/IETF LLC Agreement ([IETF-LLC-A]) and replaced by the
IETF LLC Executive Director. IETF LLC Executive Director.
IAOC: IETF Administrative Oversight Committee, a committee that IAOC: IETF Administrative Oversight Committee, a committee that
oversaw IETF administrative activity, obsoleted by this document and oversaw IETF administrative activity, obsoleted by this document and
replaced by the IETF LLC Board. (The IETF Trust function of the replaced by the IETF LLC Board. (The IETF Trust function of the
former IAOC was not included in the new responsibilities of the IETF former IAOC was not included in the new responsibilities of the IETF
LLC Board (See [I-D.ietf-iasa2-trust-update]).) LLC Board (See [I-D.ietf-iasa2-trust-update]).)
IASA: The original IETF Administrative Support Activity, defined by IASA: The IETF Administrative Support Activity, defined by [RFC4071]
[RFC4071] and obsoleted by this document and the ISOC/IETF LLC and updated by this document and the ISOC/IETF LLC Agreement
Agreement ([IETF-LLC-A]). ([IETF-LLC-A]).
IASA 2.0: Version 2.0 of the IETF Administrative Support Activity, IASA 2.0: Version 2.0 of the IETF Administrative Support Activity,
defined by this document. defined by this document.
IESG: Internet Engineering Steering Group (see [RFC2026], [RFC3710]). IESG: Internet Engineering Steering Group (see [RFC2026], [RFC3710]).
IETF: Internet Engineering Task Force (see [RFC3233]). IETF: Internet Engineering Task Force (see [RFC3233]).
IETF Administration LLC: The legal entity - a disregarded Limited IETF Administration LLC: The legal entity - a disregarded Limited
Liability Company (LLC) of The Internet Society - established to Liability Company (LLC) of The Internet Society - established to
house IASA2, specified by the ISOC/IETF LLC Agreement ([IETF-LLC-A]). house IASA2, specified by the ISOC/IETF LLC Agreement ([IETF-LLC-A])
Also referred to as "IETF LLC" or just the "LLC". and referred to as "IETF LLC".
IETF LLC Executive Director: the executive director for the IETF IETF LLC Executive Director: the executive director for the IETF
Administration Limited Liability Company, responsible for day-to-day Administration Limited Liability Company, responsible for day-to-day
administrative and operational direction (See Section 4.1). Also administrative and operational direction (See Section 4.1). Also
referred to as "IETF Executive Director". (Note that the title of referred to as "IETF Executive Director". (Note that the title of
"IETF Executive Director" in older documents such as [RFC2026] is now "IETF Executive Director" in older documents such as [RFC2026] is now
"Managing Director, IETF Secretariat".) "Managing Director, IETF Secretariat".)
IETF LLC Board: The Board of Directors of the IETF LLC - formally a IETF LLC Board: The Board of Directors of the IETF LLC. (The IETF
multi-member "manager" of the IETF LLC on behalf of ISOC (See LLC Board is formally a multi-member "manager" of the IETF LLC on
Section 4.2). behalf of ISOC (See Section 4.2).)
ISOC: Internet Society (see [RFC2031] and [ISOC]). ISOC: Internet Society (see [RFC2031] and [ISOC]).
3.2. Key Differences From the Old IASA Structure to IASA 2.0 3.2. Key Differences From the Old IASA Structure to IASA 2.0
o The IAOC and IAD roles defined in RFC 4071 were eliminated. o The IAOC and IAD roles defined in RFC 4071 are eliminated.
o The former ISOC and IAD responsibilities were assigned to a new o The former ISOC and IAD responsibilities are assigned to a new
organization, IETF Administration LLC. organization, IETF Administration LLC.
o The Board of Directors of the IETF LLC - formally a multi-member o The Board of Directors of the IETF LLC - formally a multi-member
"manager" of the IETF LLC on behalf of ISOC - assumed the "manager" of the IETF LLC on behalf of ISOC - assume the oversight
oversight responsibilities of the IAOC. responsibilities of the IAOC.
o The Board of the IETF LLC is more focused on strategy and o The Board of the IETF LLC is more focused on strategy and
oversight than the IAOC was, with the IETF Executive Director and oversight than the IAOC was, with the IETF Executive Director and
their team in charge of day-to-day operations. their team in charge of day-to-day operations.
o The IAD role was replaced with the IETF Executive Director role. o The IAD role is replaced with the IETF Executive Director role.
o The role that was previously referred to as "IETF Executive o The role that was previously referred to as "IETF Executive
Director" in older documents such as [RFC2026] was replaced with Director" in older documents such as [RFC2026] is replaced with
"Managing Director, IETF Secretariat". "Managing Director, IETF Secretariat".
3.3. General IETF LLC Responsibilities 3.3. General IETF LLC Responsibilities
The IETF LLC was established to provide administrative support to the The IETF LLC is established to provide administrative support to the
IETF. It has no authority over the standards development activities IETF. It has no authority over the standards development activities
of the IETF. of the IETF.
The responsibilities of the IETF LLC are: The responsibilities of the IETF LLC are:
o Operations. The IETF LLC is responsible for supporting the o Operations. The IETF LLC is responsible for supporting the
ongoing operations of the IETF, including meetings and non-meeting ongoing operations of the IETF, including meetings and non-meeting
activities. activities.
o Finances. The IETF LLC is responsible for managing the IETF's o Finances. The IETF LLC is responsible for managing the IETF's
skipping to change at page 7, line 49 skipping to change at page 7, line 49
o Responsiveness to the community. The IETF LLC is expected to act o Responsiveness to the community. The IETF LLC is expected to act
consistently with the documented consensus of the IETF community, consistently with the documented consensus of the IETF community,
to be responsive to the community's needs, and to adapt its to be responsive to the community's needs, and to adapt its
decisions in response to consensus-based community feedback. decisions in response to consensus-based community feedback.
o Diligence. The IETF LLC is expected to act responsibly so as to o Diligence. The IETF LLC is expected to act responsibly so as to
minimize risks to IETF participants and to the future of the IETF minimize risks to IETF participants and to the future of the IETF
as a whole, such as financial risks. as a whole, such as financial risks.
o Unification: The IETF LLC is reponsible for providing unified o Unification: The IETF LLC is responsible for providing unified
legal, financial, and administrative support for operation of the legal, financial, and administrative support for operation of the
IETF, IAB, IESG, IRTF, and RFC Editor. IETF, IAB, IESG, IRTF, and RFC Editor.
o Transfer or Dissolution: Consistent with [IETF-LLC-A], the IETF o Transfer or Dissolution: Consistent with [IETF-LLC-A], the IETF
LLC subsidiary may be transferred from ISOC to another LLC subsidiary may be transferred from ISOC to another
organization, at the request of either party. Similarly, the IETF organization, at the request of either party. Similarly, the IETF
LLC may be dissolved if necessary. Should either event occur, the LLC may be dissolved if necessary. Should either event occur, the
IETF community should be closely involved in any decisions and IETF community should be closely involved in any decisions and
plans, and any tranfer, transition, or dissolution conducted plans, and any tranfer, transition, or dissolution conducted
carefully and with minimal potential disruption to the IETF. carefully and with minimal potential disruption to the IETF.
skipping to change at page 15, line 22 skipping to change at page 15, line 22
The term length for a Director is three years. The exceptions to The term length for a Director is three years. The exceptions to
this guideline are: this guideline are:
o For the terms for some Directors during the first full formation o For the terms for some Directors during the first full formation
of the IETF LLC Board in order to establish staggered terms and of the IETF LLC Board in order to establish staggered terms and
for any appointments to fill a vacancy. for any appointments to fill a vacancy.
o The Director slot occupied by the IETF Chair ex officio or a o The Director slot occupied by the IETF Chair ex officio or a
delegate selected by the IESG will serve a two-year term. This delegate selected by the IESG will serve a two-year term. This
makes the term length for this slot the same as the term lengths makes the term length for this slot the same as the term lengths
established in [RFC7437] (BCP10), Section 3.4. established in [I-D.ietf-iasa2-rfc7437bis], Section 3.4.
5.5. IETF LLC Board Director Limit 5.5. IETF LLC Board Director Limit
A director may serve no more than two consecutive terms, with at A director may serve no more than two consecutive terms, with at
least one full term prior to the start of any additional terms. An least one full term prior to the start of any additional terms
exception is if a Director role is occupied by the IETF Chair ex (meaning a director cannot serve a third term until three years has
officio, since that person's service is governed instead by the term passed). An exception is if a Director role is occupied by the IETF
lengths established in [RFC7437] (BCP10), Section 3.4. Chair ex officio, since that person's service is governed instead by
the term lengths established in [I-D.ietf-iasa2-rfc7437bis],
Section 3.4.
An exception to the two consecutive term rule is for an IETF LLC- An exception to the two consecutive term rule is for an IETF LLC-
appointed Director. For such a Director, they may serve only one appointed Director. For such a Director, they may serve only one
term via this appointment method, after which any subsequent terms term via this appointment method, after which any subsequent terms
would be occur via other appointment or selection processes (such as would be occur via other appointment or selection processes (such as
via the NomCom process). via the NomCom process).
Lastly, partial terms of less than three years for the initial Lastly, partial terms of less than three years for the initial
appointments to the first full board, for which some Directors will appointments to the first full board, for which some Directors will
have terms of one or two years, do not count against the term limit. have terms of one or two years, do not count against the term limit.
The limit on consecutive terms supports the healthy regular The limit on consecutive terms supports the healthy regular
introduction of new ideas and energy into the Board and mitigates introduction of new ideas and energy into the Board and mitigates
potential long-term risk of ossification or conflict, without potential long-term risk of ossification or conflict, without
adversely impacting the potential pool of director candidates over adversely impacting the potential pool of director candidates over
time. time.
5.6. Staggered Terms 5.6. Staggered Terms
ISOC, the IESG, the Nominating Committee, and the Board are expected The Internet Society Board of Trustees, the IESG, the Nominating
to coordinate with each other to ensure that collectively their Committee, and the Board are expected to coordinate with each other
appointment or selection processes provide for no more than three to ensure that collectively their appointment or selection processes
Directors' terms concluding in the same year. provide for no more than three Directors' terms concluding in the
same year.
5.7. IETF LLC Board Director Removal 5.7. IETF LLC Board Director Removal
Directors may be removed with or without cause. A vote in favor of Directors may be removed with or without cause. A vote in favor of
removal must be no fewer than the number of Directors less two. So removal must be no fewer than the number of Directors less two. So
for example, if there are seven directors, then five votes are for example, if there are seven directors, then five votes are
required. Directors may also be removed via the IETF recall process required. Directors may also be removed via the IETF recall process
defined in [RFC7437] (BCP10), Section 7. defined in [I-D.ietf-iasa2-rfc7437bis], Section 7.
5.8. Filling an IETF LLC Board Director Vacancy 5.8. Filling an IETF LLC Board Director Vacancy
It shall be the responsibility of each respective body that appointed It shall be the responsibility of each respective body that appointed
or selected a Director that vacates the Board to appoint a new or selected a Director that vacates the Board to appoint a new
Director to fill the vacancy. For example, if a Director selected by Director to fill the vacancy. For example, if a Director selected by
the NomCom departs the Board prior to the end of their term for the NomCom departs the Board prior to the end of their term for
whatever reason, then it is the responsibility of the NomCom (using whatever reason, then it is the responsibility of the NomCom (using
its mid-term rules, as specified in [RFC8318], Section 3.5) as the its mid-term rules, as specified in [RFC8318], Section 3.5) as the
original appointing body to designate a replacement that will serve original appointing body to designate a replacement that will serve
out the remainder of the term of the departed Director. However, out the remainder of the term of the departed Director. However,
this obligation will not apply to vacancies in Board-appointed this obligation will not apply to vacancies in Board-appointed
positions. positions.
5.9. Quorum 5.9. Quorum
At all meetings of the Board, at least 2/3 of the Directors then in At all meetings of the Board, at least 2/3 of the Directors then in
office constitute a quorum for the transaction of business. If a office constitute a quorum for the transaction of business. If a
quorum is not be present at any meeting of the Board, the Directors quorum is not be present at any meeting of the Board, the Directors
present thereat may adjourn the meeting without notice other than present may adjourn the meeting without notice other than
announcement at the meeting, until a quorum is present. announcement at the meeting, until a quorum is present.
5.10. Board Voting 5.10. Board Voting
The Board can hold votes during synchronous live meetings of the The Board can hold votes during live meetings of the Board (including
Board (including telephonic and video) or via asynchronous written telephonic and video) or via asynchronous written (including
(including electronic) means. A given vote shall be either conducted electronic) means. A given vote shall be either conducted entirely
entirely during a synchronous live meeting or entirely via during a live meeting or entirely via asynchronous written means, not
asynchronous written means, not a mix of the two. Decisions on a mix of the two. Decisions on regular IETF LLC matters require a
regular IETF LLC matters require a 2/3 majority vote in favor, with 2/3 majority vote in favor, with the exception of removal of a
the exception of removal of a Director as specified in Section 5.7. Director as specified in Section 5.7. Absentee voting and voting by
Absentee voting and voting by proxy are not permitted. proxy are not permitted.
5.11. Interim Board 5.11. Interim Board
An initial interim Board was necessary in order to legally form and An initial interim Board was necessary in order to legally form and
bootstrap the IETF LLC. As a result, an Interim Board was formed on bootstrap the IETF LLC. As a result, an Interim Board was formed on
a temporary basis until the first full board was constituted. The a temporary basis until the first full board was constituted. The
Interim Board was expected to conclude no later than the end of the Interim Board was expected to conclude no later than the end of the
104th meeting of the IETF, in March 2019. 104th meeting of the IETF, in March 2019.
The interim Board was comprised of: The interim Board was comprised of:
skipping to change at page 18, line 39 skipping to change at page 18, line 39
The IETF LLC is expected to retain and work with an independent The IETF LLC is expected to retain and work with an independent
auditor. Reports from the auditor are expected to be shared with the auditor. Reports from the auditor are expected to be shared with the
IETF community and other groups and organizations as needed or as IETF community and other groups and organizations as needed or as
required by law. required by law.
6.4. ISOC Financial Support 6.4. ISOC Financial Support
ISOC currently provides significant financial support to the IETF ISOC currently provides significant financial support to the IETF
LLC. Exhibit B of the [IETF-LLC-A] summarizes the one-time and on- LLC. Exhibit B of the [IETF-LLC-A] summarizes the one-time and on-
going financial support from ISOC for the forseeable future. It is going financial support from ISOC for the forseeable future. It is
envisioned that this support will be periodically reviewed and expected that this support will be periodically reviewed and revised,
revised, via a cooperative assessment process between ISOC and the via a cooperative assessment process between ISOC and the IETF LLC.
IETF LLC.
6.5. IETF Meeting Revenues 6.5. IETF Meeting Revenues
Meeting revenues are another important source of funding that Meeting revenues are another important source of funding that
supports the IETF, comining mainly from the fees paid by IETF meeting supports the IETF, comining mainly from the fees paid by IETF meeting
participants. The IETF Executive Director sets those meeting fees, participants. The IETF Executive Director sets those meeting fees,
in consultation with the IETF LLC and the IETF community, with formal in consultation with the IETF LLC and the IETF community, with formal
approval by the IETF LLC. Setting these fees and projecting the approval by the IETF LLC. Setting these fees and projecting the
number of participants at future meetings is a key part of the annual number of participants at future meetings is a key part of the annual
budget process. budget process.
skipping to change at page 19, line 15 skipping to change at page 19, line 15
6.6. Donations to the IETF LLC 6.6. Donations to the IETF LLC
Donations are an essential component of the financial support for the Donations are an essential component of the financial support for the
IETF. Within the general bounds noted in Section 6.8, the IETF LLC IETF. Within the general bounds noted in Section 6.8, the IETF LLC
is responsible for fundraising activities in order to establish, is responsible for fundraising activities in order to establish,
maintain, and grow a strong foundation of donation revenues. This maintain, and grow a strong foundation of donation revenues. This
can and does include both direct financial contributions as well as can and does include both direct financial contributions as well as
in-kind contributions, such as equipment, software licenses, and in-kind contributions, such as equipment, software licenses, and
services. services.
Donations to the IETF LLC shall not convey to donors any special Donations to the IETF LLC do not (and must not) convey to donors any
oversight or direct influence over the IETF's technical work or other special oversight or direct influence over the IETF's technical work
activities of the IETF or IETF LLC. This helps ensure that no undue or other activities of the IETF or IETF LLC. This helps ensure that
influence may be ascribed to those from whom funds are raised, and so no undue influence may be ascribed to those from whom funds are
helps to maintain an open and consensus-based IETF standards process. raised, and so helps to maintain an open and consensus-based IETF
standards process.
To the extent that the IETF LLC needs to undertake any significant To the extent that the IETF LLC needs to undertake any significant
special projects for the IETF, the IETF LLC may need to fundraise special projects for the IETF, the IETF LLC may need to fundraise
distinctly for those special projects. As a result, the IETF LLC may distinctly for those special projects. As a result, the IETF LLC may
conduct fundraising to support the IETF in general as well as one or conduct fundraising to support the IETF in general as well as one or
more special fundraising efforts (which may also be accounted for more special fundraising efforts (which may also be accounted for
distinctly and be held in a separate bank account or investment, as distinctly and be held in a separate bank account or investment, as
needed). needed).
6.7. Funding Supports the IETF 6.7. Funding Supports the IETF
The IETF LLC exists to support the IETF. Therefore, the IETF LLC's The IETF LLC exists to support the IETF. Therefore, the IETF LLC's
funding and all revenues, in-kind contributions, and other income funding and all revenues, in-kind contributions, and other income
that comprise that funding shall be used solely to support IETF- that comprise that funding shall be used solely to support IETF-
related activities and for no other purposes. related activities and for no other purposes.
6.8. Charitable Fundraising Practices 6.8. Charitable Fundraising Practices
When the IETF LLC conducts fundraising, it substantiates charitable When the IETF LLC conducts fundraising, it substantiates charitable
contributions on behalf of ISOC. The IETF LLC evaluates and contributions on behalf of ISOC - meaning that according to US tax
facilitates state, federal, and other applicable law and regulatory law, the IETF LLC must send a written acknowledgment of contributions
compliance for ISOC and/or the LLC with respect to such fundraising to donors. The IETF LLC evaluates and facilitates state, federal,
activities. In addition, the IETF LLC ensures that all fundraising and other applicable law and regulatory compliance for ISOC and/or
activities are conducted in compliance with any policies developed by the LLC with respect to such fundraising activities. In addition,
the IETF LLC, including but not limited to those noted in Section 7. the IETF LLC ensures that all fundraising activities are conducted in
compliance with any policies developed by the IETF LLC, including but
not limited to those noted in Section 7.
6.9. Operating Reserve 6.9. Operating Reserve
An initial target operating reserve has been specified in Exhibit B An initial target operating reserve has been specified in Exhibit B
of the [IETF-LLC-A]. That says that the IETF LLC should maintain an of the [IETF-LLC-A]. That says that the IETF LLC should maintain an
operating reserve equal to the IETF LLC's budgeted Net Loss for 2019 operating reserve equal to the IETF LLC's budgeted Net Loss for 2019
multiplied times three. The IETF LLC, in cooperation with ISOC, may multiplied times three. The IETF LLC, in cooperation with ISOC, may
regularly review the financial target for this reserve fund, as noted regularly review the financial target for this reserve fund, as noted
in the [IETF-LLC-A] or as otherwise necessary. in the [IETF-LLC-A] or as otherwise necessary.
skipping to change at page 20, line 47 skipping to change at page 21, line 5
approval of the IETF LLC annual budget is established by the IETF LLC approval of the IETF LLC annual budget is established by the IETF LLC
Board and may be revised as needed. Board and may be revised as needed.
7. IETF LLC Policies 7. IETF LLC Policies
The Board is expected to maintain policies as necessary to achieve The Board is expected to maintain policies as necessary to achieve
the goals of the IETF LLC, meet transparency expectations of the the goals of the IETF LLC, meet transparency expectations of the
community, comply with applicable laws or regulations, or for other community, comply with applicable laws or regulations, or for other
reasons as appropriate. All policies are expected to be developed reasons as appropriate. All policies are expected to be developed
with input from the IETF community. Some policies provided by ISOC with input from the IETF community. Some policies provided by ISOC
may provide a useful starting point for the Board to consider. and past policies developed by the previous IAOC may provide a useful
starting point for the Board to consider.
7.1. Conflict of Interest Policy 7.1. Conflict of Interest Policy
The Board is expected to maintain a Conflict of Interest policy for The Board is expected to maintain a Conflict of Interest policy for
the IETF LLC. While the details are determined by the Board, at a the IETF LLC. While the details are determined by the Board, at a
minimum such policy is expected to include the following: minimum such policy is expected to include the following:
o The IETF, ISOC Board, IAB, or IRTF chair cannot be chair of this o The IETF, ISOC Board, IAB, or IRTF chair cannot be chair of this
IETF LLC Board, though they may serve as a Director. IETF LLC Board, though they may serve as a Director.
skipping to change at page 22, line 9 skipping to change at page 22, line 15
7.3. Compliance 7.3. Compliance
The IETF LLC is expected to implement a compliance program to ensure The IETF LLC is expected to implement a compliance program to ensure
its compliance with all applicable laws, rules and regulations, its compliance with all applicable laws, rules and regulations,
including without limitation laws governing bribery, anti-terrorism including without limitation laws governing bribery, anti-terrorism
sanctions, export controls, data protection/privacy, as well as other sanctions, export controls, data protection/privacy, as well as other
applicable policies noted in Section 7. In addition, actions and applicable policies noted in Section 7. In addition, actions and
activities of the IETF LLC must be consistent with 501(c)(3) activities of the IETF LLC must be consistent with 501(c)(3)
purposes. purposes.
The IETF LLC is expected report to ISOC on the implementation of its The IETF LLC is expected report to ISOC and the IETF community on the
compliance plan on an annual basis. implementation of its compliance plan on an annual basis.
8. Three-Year Assessment 8. Three-Year Assessment
The IETF LLC, with the involvement of the community, shall conduct The IETF LLC, with the involvement of the community, shall conduct
and complete an assessment of the structure, processes, and operation and complete an assessment of the structure, processes, and operation
of IASA 2.0 and the IETF LLC. This should be presented to the of IASA 2.0 and the IETF LLC. This should be presented to the
community after a period of roughly three years of operation. The community after a period of roughly three years of operation. The
assessment may potentially include recommendations for improvements assessment may potentially include recommendations for improvements
or changes to the IASA2 and/or IETF LLC. or changes to the IASA2 and/or IETF LLC.
skipping to change at page 22, line 41 skipping to change at page 22, line 47
IETF standards process interfaces with the IANA, so the IANA may be IETF standards process interfaces with the IANA, so the IANA may be
interested in the contents. interested in the contents.
11. Acknowledgments 11. Acknowledgments
Thanks to Jari Arkko, Richard Barnes, Brian E Carpenter, Alissa Thanks to Jari Arkko, Richard Barnes, Brian E Carpenter, Alissa
Cooper, John C Klensin, Bob Hinden, Jon Peterson, Sean Turner and the Cooper, John C Klensin, Bob Hinden, Jon Peterson, Sean Turner and the
IASA2 Working Group for discussions of possible structures, and to IASA2 Working Group for discussions of possible structures, and to
the attorneys of Morgan Lewis and Brad Biddle for legal advice. the attorneys of Morgan Lewis and Brad Biddle for legal advice.
12. Informative References 12. References
12.1. Normative References
[IETF-LLC-A]
The Internet Society, "Limited Liability Company Agreement
of IETF Administration LLC", August 2018,
<https://www.ietf.org/documents/180/
IETF-LLC-Agreement.pdf>.
12.2. Informative References
[I-D.haberman-iasa20dt-recs] [I-D.haberman-iasa20dt-recs]
Haberman, B., Arkko, J., Daigle, L., Livingood, J., Hall, Haberman, B., Arkko, J., Daigle, L., Livingood, J., Hall,
J., and E. Rescorla, "IASA 2.0 Design Team J., and E. Rescorla, "IASA 2.0 Design Team
Recommendations", draft-haberman-iasa20dt-recs-03 (work in Recommendations", draft-haberman-iasa20dt-recs-03 (work in
progress), November 2018. progress), November 2018.
[I-D.ietf-iasa2-rfc2031bis] [I-D.ietf-iasa2-rfc2031bis]
Camarillo, G. and J. Livingood, "The Updated IETF-ISOC Camarillo, G. and J. Livingood, "The IETF-ISOC
Relationship", draft-ietf-iasa2-rfc2031bis-00 (work in Relationship", draft-ietf-iasa2-rfc2031bis-01 (work in
progress), November 2018. progress), December 2018.
[I-D.ietf-iasa2-rfc7437bis]
Kucherawy, M., Hinden, R., and J. Livingood, "IAB, IESG,
and IETF LLC Selection, Confirmation, and Recall Process:
Operation of the IETF Nominating and Recall Committees",
draft-ietf-iasa2-rfc7437bis-03 (work in progress), October
2018.
[I-D.ietf-iasa2-trust-update] [I-D.ietf-iasa2-trust-update]
Arkko, J. and T. Hardie, "Update to the Process for Arkko, J. and T. Hardie, "Update to the Process for
Selection of Trustees for the IETF Trust", draft-ietf- Selection of Trustees for the IETF Trust", draft-ietf-
iasa2-trust-update-02 (work in progress), October 2018. iasa2-trust-update-02 (work in progress), October 2018.
[I-D.ietf-mtgvenue-iaoc-venue-selection-process] [I-D.ietf-mtgvenue-iaoc-venue-selection-process]
Lear, E., "IETF Plenary Meeting Venue Selection Process", Lear, E., "IETF Plenary Meeting Venue Selection Process",
draft-ietf-mtgvenue-iaoc-venue-selection-process-16 (work draft-ietf-mtgvenue-iaoc-venue-selection-process-16 (work
in progress), June 2018. in progress), June 2018.
[IETF-LLC-A]
The Internet Society, "Limited Liability Company Agreement
of IETF Administration LLC", August 2018,
<https://www.ietf.org/documents/180/
IETF-LLC-Agreement.pdf>.
[ietf101-slides] [ietf101-slides]
Hall, J., "IASA 2.0 IETF-101 Slides", n.d., Hall, J., "IASA 2.0 IETF-101 Slides", n.d.,
<https://datatracker.ietf.org/meeting/101/materials/ <https://datatracker.ietf.org/meeting/101/materials/
slides-101-iasa20-dt-iasa-slides-00>. slides-101-iasa20-dt-iasa-slides-00>.
[ietf102-slides] [ietf102-slides]
Hall, J., "IASA 2.0 IETF-102 Slides", n.d., Hall, J., "IASA 2.0 IETF-102 Slides", n.d.,
<https://datatracker.ietf.org/meeting/102/materials/ <https://datatracker.ietf.org/meeting/102/materials/
slides-102-iasa2-iasa2-structure-draft-00>. slides-102-iasa2-iasa2-structure-draft-00>.
 End of changes. 37 change blocks. 
86 lines changed or deleted 104 lines changed or added

This html diff was produced by rfcdiff 1.47. The latest version is available from http://tools.ietf.org/tools/rfcdiff/