draft-ietf-iasa2-rfc4071bis-05.txt   draft-ietf-iasa2-rfc4071bis-06.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: RFC4071, RFC4333, RFC7691 (if J. Hall
approved) CDT approved) CDT
Intended status: Best Current Practice J. Livingood Intended status: Best Current Practice J. Livingood
Expires: August 29, 2019 Comcast Expires: August 30, 2019 Comcast
February 25, 2019 February 26, 2019
Structure of the IETF Administrative Support Activity, Version 2.0 Structure of the IETF Administrative Support Activity, Version 2.0
draft-ietf-iasa2-rfc4071bis-05 draft-ietf-iasa2-rfc4071bis-06
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
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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 August 29, 2019. This Internet-Draft will expire on August 30, 2019.
Copyright Notice Copyright Notice
Copyright (c) 2019 IETF Trust and the persons identified as the Copyright (c) 2019 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
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2. Scope Limitation . . . . . . . . . . . . . . . . . . . . . . 4 2. Scope Limitation . . . . . . . . . . . . . . . . . . . . . . 4
3. LLC Agreement with the Internet Society . . . . . . . . . . . 4 3. LLC Agreement with the Internet Society . . . . . . . . . . . 4
4. Definitions and Principles . . . . . . . . . . . . . . . . . 5 4. Definitions and Principles . . . . . . . . . . . . . . . . . 5
4.1. Terminology . . . . . . . . . . . . . . . . . . . . . . . 5 4.1. Terminology . . . . . . . . . . . . . . . . . . . . . . . 5
4.2. Key Differences From the Old IASA Structure to IASA 2.0 . 6 4.2. Key Differences From the Old IASA Structure to IASA 2.0 . 6
4.3. General IETF LLC Responsibilities . . . . . . . . . . . . 6 4.3. General IETF LLC Responsibilities . . . . . . . . . . . . 6
4.4. IETF LLC Working Principles . . . . . . . . . . . . . . . 7 4.4. IETF LLC Working Principles . . . . . . . . . . . . . . . 7
4.5. Principles of the IETF and ISOC Relationship . . . . . . 8 4.5. Principles of the IETF and ISOC Relationship . . . . . . 8
4.6. Relationship of the IETF LLC Board to the IETF Leadership 8 4.6. Relationship of the IETF LLC Board to the IETF Leadership 8
4.7. Review of IETF Executive Director and IETF LLC Board 4.7. Review of IETF Executive Director and IETF LLC Board
Decisions . . . . . . . . . . . . . . . . . . . . . . . . 9 Decisions . . . . . . . . . . . . . . . . . . . . . . . . 8
4.8. Termination and Change . . . . . . . . . . . . . . . . . 9 4.8. Termination and Change . . . . . . . . . . . . . . . . . 9
5. Structure of IASA2 . . . . . . . . . . . . . . . . . . . . . 9 5. Structure of IASA2 . . . . . . . . . . . . . . . . . . . . . 9
5.1. IETF Executive Director and Staff Responsibilities . . . 9 5.1. IETF Executive Director and Staff Responsibilities . . . 9
5.2. IETF LLC Board Responsibilities . . . . . . . . . . . . . 11 5.2. IETF LLC Board Responsibilities . . . . . . . . . . . . . 11
5.3. Board Design Goals . . . . . . . . . . . . . . . . . . . 13 5.3. Board Design Goals . . . . . . . . . . . . . . . . . . . 13
6. IETF LLC Board Membership, Selection and Accountability . . . 13 6. IETF LLC Board Membership, Selection and Accountability . . . 13
6.1. Board Composition . . . . . . . . . . . . . . . . . . . . 14 6.1. Board Composition . . . . . . . . . . . . . . . . . . . . 13
6.2. IETF LLC-Appointed Directors . . . . . . . . . . . . . . 14 6.2. IETF LLC-Appointed Directors . . . . . . . . . . . . . . 14
6.3. Recruiting IETF LLC Board Directors . . . . . . . . . . . 14 6.3. Recruiting IETF LLC Board Directors . . . . . . . . . . . 14
6.4. IETF LLC Board Director Term Length . . . . . . . . . . . 15 6.4. IETF LLC Board Director Term Length . . . . . . . . . . . 14
6.5. IETF LLC Board Director Limit . . . . . . . . . . . . . . 15 6.5. IETF LLC Board Director Limit . . . . . . . . . . . . . . 15
6.6. Staggered Terms . . . . . . . . . . . . . . . . . . . . . 15 6.6. Staggered Terms . . . . . . . . . . . . . . . . . . . . . 15
6.7. IETF LLC Board Director Removal . . . . . . . . . . . . . 16 6.7. IETF LLC Board Director Removal . . . . . . . . . . . . . 15
6.8. Filling an IETF LLC Board Director Vacancy . . . . . . . 16 6.8. Filling an IETF LLC Board Director Vacancy . . . . . . . 16
6.9. Quorum . . . . . . . . . . . . . . . . . . . . . . . . . 16 6.9. Quorum . . . . . . . . . . . . . . . . . . . . . . . . . 16
6.10. Board Voting . . . . . . . . . . . . . . . . . . . . . . 16 6.10. Board Voting . . . . . . . . . . . . . . . . . . . . . . 16
6.11. Interim Board . . . . . . . . . . . . . . . . . . . . . . 16 6.11. Interim Board . . . . . . . . . . . . . . . . . . . . . . 16
6.12. Board Positions . . . . . . . . . . . . . . . . . . . . . 17 6.12. Board Positions . . . . . . . . . . . . . . . . . . . . . 17
7. IETF LLC Funding . . . . . . . . . . . . . . . . . . . . . . 17 7. IETF LLC Funding . . . . . . . . . . . . . . . . . . . . . . 17
7.1. Financial Statements . . . . . . . . . . . . . . . . . . 17 7.1. Financial Statements . . . . . . . . . . . . . . . . . . 17
7.2. Bank and Investment Accounts . . . . . . . . . . . . . . 18 7.2. Bank and Investment Accounts . . . . . . . . . . . . . . 18
7.3. Financial Audits . . . . . . . . . . . . . . . . . . . . 18 7.3. Financial Audits . . . . . . . . . . . . . . . . . . . . 18
7.4. ISOC Financial Support . . . . . . . . . . . . . . . . . 18 7.4. ISOC Financial Support . . . . . . . . . . . . . . . . . 18
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[I-D.haberman-iasa20dt-recs] about the need for improved timeliness [I-D.haberman-iasa20dt-recs] about the need for improved timeliness
of sharing of information and decisions and seeking community of sharing of information and decisions and seeking community
comments. The issue of increased transparency was important comments. The issue of increased transparency was important
throughout the IASA 2.0 process, with little to no dissent. It was throughout the IASA 2.0 process, with little to no dissent. It was
recognized that there will naturally be confidentiality requirements recognized that there will naturally be confidentiality requirements
about some aspects of contracting, personnel matters, and other about some aspects of contracting, personnel matters, and other
narrow areas. narrow areas.
4.5. Principles of the IETF and ISOC Relationship 4.5. Principles of the IETF and ISOC Relationship
ISOC and the IETF have historically been philosophically aligned.
The principles of the relationship between the IETF and ISOC are The principles of the relationship between the IETF and ISOC are
outlined in [I-D.ietf-iasa2-rfc2031bis]. ISOC's connection with the outlined in [I-D.ietf-iasa2-rfc2031bis]. In short, the IETF is
IETF community has always played an important role in its policy responsible for the development of the Internet Standards and ISOC
work. ISOC has always been an advocate for multistakeholder aids the IETF by providing it a legal entity within which the IETF
processes, which includes the technical community. Open standards LLC exists, as well as with financial support.
are an explicit part of one of the focus areas in ISOC's mission:
Advancing the development and application of Internet infrastructure,
technologies, and open standards.
On a practical level, the IETF LLC is a distinct entity (a
disregarded entity) of ISOC. The IETF remains responsible for the
development and quality of the Internet Standards. ISOC aids the
IETF by providing it a legal entity within which the IETF LLC exists,
as well as with financial support. ISOC has no influence whatsoever
on the technical content of Internet Standards.
4.6. Relationship of the IETF LLC Board to the IETF Leadership 4.6. Relationship of the IETF LLC Board to the IETF Leadership
The IETF LLC Board is directly accountable to the IETF community for The IETF LLC Board is directly accountable to the IETF community for
the performance of the IASA 2.0. However, the nature of the Board's the performance of the IASA 2.0. However, the nature of the Board's
work involves treating the IESG and IAB as major internal customers work involves treating the IESG and IAB as major internal customers
of the administrative support services. The Board and the IETF of the administrative support services. The Board and the IETF
Executive Director should not consider their work successful unless Executive Director should not consider their work successful unless
the IESG and IAB are also satisfied with the administrative support the IESG and IAB are also satisfied with the administrative support
that the IETF is receiving. that the IETF is receiving.
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issues as reasonable and appropriate. issues as reasonable and appropriate.
o Ensuring that all staff and/or other resources comply with any o Ensuring that all staff and/or other resources comply with any
applicable policies established or approved by the Board, such as applicable policies established or approved by the Board, such as
ethics guidelines and/or a code of conduct. ethics guidelines and/or a code of conduct.
5.2. IETF LLC Board Responsibilities 5.2. IETF LLC Board Responsibilities
This section is intended to provide a summary of key IETF LLC Board This section is intended to provide a summary of key IETF LLC Board
responsibilities, but the precise and legally binding responsibilities, but the precise and legally binding
responsibilities are defined in the LLC Agreement [IETF-LLC-A]. To responsibilities are defined in the LLC Agreement [IETF-LLC-A] and
the extent to which there are unintentional differences or other applicable law. To the extent to which there are unintentional
confusion between this document and the LLC Agreement, the LLC differences or other confusion between this document and these
Agreement is in all cases authoritative. authoritative sources, these sources will control over this document.
The Board has duties of loyalty, care, and good faith, and a legal Board members have fiduciary obligations imposed by the LLC Agreement
and fiduciary responsibility. It will set broad strategic direction and applicable law, including duties of loyalty, care and good faith.
for the LLC, and will be responsible for adopting an annual budget, The Board will set broad strategic direction for the LLC, and will be
hiring or terminating an IETF Executive Director (or amending the responsible for adopting an annual budget, hiring or terminating an
terms of their engagement), adopting any employee benefit plans, IETF Executive Director (or amending the terms of their engagement),
consulting the relevant IETF communities on matters related to the adopting any employee benefit plans, consulting the relevant IETF
LLC as appropriate, approving any changes to the LLC governance communities on matters related to the LLC as appropriate, approving
structure, incurring any debt, and approving entering into agreements any changes to the LLC governance structure, incurring any debt, and
that that meet a significant materiality threshold to be determined approving entering into agreements that that meet a significant
by the Board. The IETF LLC Board is expected to delegate management materiality threshold to be determined by the Board. The IETF LLC
of day-to-day activities and related decision-making to staff. Board is expected to delegate management of day-to-day activities and
related decision-making to staff.
Per Section 5(d) of the LLC Agreement and as also described in Per Section 5(d) of the LLC Agreement and as also described in
Section 4.4, the Board shall, as appropriate, act transparently and Section 4.4, the Board shall, as appropriate, act transparently and
provide the IETF community with an opportunity to review and discuss provide the IETF community with an opportunity to review and discuss
any proposed changes to the IETF LLC structure prior to their any proposed changes to the IETF LLC structure prior to their
adoption. adoption.
The role of the Board is to ensure that the strategy and conduct of The role of the Board is to ensure that the strategy and conduct of
the IETF LLC is consistent with the IETF's needs - both its concrete the IETF LLC is consistent with the IETF's needs - both its concrete
needs and its needs for transparency and accountability. The Board needs and its needs for transparency and accountability. The Board
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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.
7.4. ISOC Financial Support 7.4. 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 financial support LLC. Exhibit B of the [IETF-LLC-A] summarizes the financial support
from ISOC for the forseeable future. It is expected that this from ISOC for the foreseeable future. It is expected that this
support will be periodically reviewed and revised, via a cooperative support will be periodically reviewed and revised, via a cooperative
assessment process between ISOC and the IETF LLC. assessment process between ISOC and the IETF LLC.
7.5. IETF Meeting Revenues 7.5. IETF Meeting Revenues
Meeting revenues are another important source of funding that Meeting revenues are another important source of funding that
supports the IETF, coming mainly from the fees paid by IETF meeting supports the IETF, coming 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 other IETF staff and the IETF community, and in consultation with other IETF staff and the IETF community, and
approval by the IETF LLC Board. Setting these fees and projecting approval by the IETF LLC Board. Setting these fees and projecting
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