draft-ietf-iasa2-rfc4071bis-11.txt   rfc8711.txt 
IASA2 B. Haberman Internet Engineering Task Force (IETF) B. Haberman
Internet-Draft Johns Hopkins University Request for Comments: 8711 Johns Hopkins University
Obsoletes: 4071, 4333, 7691 (if J. Hall BCP: 101 J. Hall
approved) CDT Obsoletes: 4071, 4333, 7691 Internet Society
Intended status: Best Current Practice J. Livingood Category: Best Current Practice J. Livingood
Expires: October 14, 2019 Comcast ISSN: 2070-1721 Comcast
April 12, 2019 February 2020
Structure of the IETF Administrative Support Activity, Version 2.0 Structure of the IETF Administrative Support Activity, Version 2.0
draft-ietf-iasa2-rfc4071bis-11
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 RFC is to document and describe the
the IETF Administrative Support Activity, version 2 (IASA 2.0). It IETF Administrative Support Activity, version 2.0 (IASA 2.0). It
defines the roles and responsibilities of the IETF Administration LLC defines the roles and responsibilities of the IETF Administration LLC
Board, the IETF Executive Director, and the Internet Society in the Board (IETF LLC Board), the IETF Executive Director, and the Internet
fiscal and administrative support of the IETF standards process. It Society in the fiscal and administrative support of the IETF
also defines the membership and selection rules for the IETF standards process. It also defines the membership and selection
Administration LLC Board. rules for the IETF LLC Board.
This document obsoletes RFC 4071, RFC 4333, and RFC 7691. This document obsoletes RFC 4071, RFC 4333, and RFC 7691.
Status of This Memo Status of This Memo
This Internet-Draft is submitted in full conformance with the This memo documents an Internet Best Current Practice.
provisions of BCP 78 and BCP 79.
Internet-Drafts are working documents of the Internet Engineering
Task Force (IETF). Note that other groups may also distribute
working documents as Internet-Drafts. The list of current Internet-
Drafts is at https://datatracker.ietf.org/drafts/current/.
Internet-Drafts are draft documents valid for a maximum of six months This document is a product of the Internet Engineering Task Force
and may be updated, replaced, or obsoleted by other documents at any (IETF). It represents the consensus of the IETF community. It has
time. It is inappropriate to use Internet-Drafts as reference received public review and has been approved for publication by the
material or to cite them other than as "work in progress." Internet Engineering Steering Group (IESG). Further information on
BCPs is available in Section 2 of RFC 7841.
This Internet-Draft will expire on October 14, 2019. Information about the current status of this document, any errata,
and how to provide feedback on it may be obtained at
https://www.rfc-editor.org/info/rfc8711.
Copyright Notice Copyright Notice
Copyright (c) 2019 IETF Trust and the persons identified as the Copyright (c) 2020 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
carefully, as they describe your rights and restrictions with respect carefully, as they describe your rights and restrictions with respect
to this document. Code Components extracted from this document must to this document. Code Components extracted from this document must
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
2. Scope Limitation . . . . . . . . . . . . . . . . . . . . . . 4 2. Scope Limitation
3. LLC Agreement with the Internet Society . . . . . . . . . . . 4 3. LLC Agreement with the Internet Society
4. Definitions and Principles . . . . . . . . . . . . . . . . . 5 4. Definitions and Principles
4.1. Terminology . . . . . . . . . . . . . . . . . . . . . . . 5 4.1. Terminology
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
4.3. General IETF LLC Responsibilities . . . . . . . . . . . . 6 4.3. General IETF LLC Responsibilities
4.4. IETF LLC Working Principles . . . . . . . . . . . . . . . 7 4.4. IETF LLC Working Principles
4.5. Principles of the IETF and ISOC Relationship . . . . . . 8 4.5. Principles of the IETF and ISOC Relationship
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
4.7. Review of IETF Executive Director and IETF LLC Board 4.7. Review of IETF Executive Director and IETF LLC Board
Decisions . . . . . . . . . . . . . . . . . . . . . . . . 8 Decisions
4.8. Termination and Change . . . . . . . . . . . . . . . . . 9 4.8. Termination and Change
5. Structure of IASA2 . . . . . . . . . . . . . . . . . . . . . 9 5. Structure of IASA 2.0
5.1. IETF Executive Director and Staff Responsibilities . . . 9 5.1. IETF Executive Director and Staff Responsibilities
5.2. IETF LLC Board Responsibilities . . . . . . . . . . . . . 11 5.2. IETF LLC Board Responsibilities
5.3. Board Design Goals . . . . . . . . . . . . . . . . . . . 12 5.3. Board Design Goals
6. IETF LLC Board Membership, Selection and Accountability . . . 13 6. IETF LLC Board Membership, Selection, and Accountability
6.1. Board Composition . . . . . . . . . . . . . . . . . . . . 13 6.1. Board Composition
6.2. IETF LLC-Appointed Directors . . . . . . . . . . . . . . 14 6.2. IETF LLC-Appointed Directors
6.3. Recruiting IETF LLC Board Directors . . . . . . . . . . . 14 6.3. Recruiting IETF LLC Board Directors
6.4. IETF LLC Board Director Term Length . . . . . . . . . . . 14 6.4. IETF LLC Board Director Term Length
6.5. IETF LLC Board Director Limit . . . . . . . . . . . . . . 15 6.5. IETF LLC Board Director Limit
6.6. Staggered Terms . . . . . . . . . . . . . . . . . . . . . 15 6.6. Staggered Terms
6.7. IETF LLC Board Director Removal . . . . . . . . . . . . . 15 6.7. IETF LLC Board Director Removal
6.8. Filling an IETF LLC Board Director Vacancy . . . . . . . 16 6.8. Filling an IETF LLC Board Director Vacancy
6.9. Quorum . . . . . . . . . . . . . . . . . . . . . . . . . 16 6.9. Quorum
6.10. Board Voting . . . . . . . . . . . . . . . . . . . . . . 16 6.10. Board Voting
6.11. Interim Board . . . . . . . . . . . . . . . . . . . . . . 16 6.11. Interim Board
6.12. Board Positions . . . . . . . . . . . . . . . . . . . . . 17 6.12. Board Positions
7. IETF LLC Funding . . . . . . . . . . . . . . . . . . . . . . 17 7. IETF LLC Funding
7.1. Financial Statements . . . . . . . . . . . . . . . . . . 17 7.1. Financial Statements
7.2. Bank and Investment Accounts . . . . . . . . . . . . . . 18 7.2. Bank and Investment Accounts
7.3. Financial Audits . . . . . . . . . . . . . . . . . . . . 18 7.3. Financial Audits
7.4. ISOC Financial Support . . . . . . . . . . . . . . . . . 18 7.4. ISOC Financial Support
7.5. IETF Meeting Revenues . . . . . . . . . . . . . . . . . . 18 7.5. IETF Meeting Revenues
7.6. Sponsorships and Donations to the IETF LLC . . . . . . . 18 7.6. Sponsorships and Donations to the IETF LLC
7.7. Focus of Funding Support . . . . . . . . . . . . . . . . 19 7.7. Focus of Funding Support
7.8. Charitable Fundraising Practices . . . . . . . . . . . . 19 7.8. Charitable Fundraising Practices
7.9. Operating Reserve . . . . . . . . . . . . . . . . . . . . 19 7.9. Operating Reserve
7.10. Annual Budget Process . . . . . . . . . . . . . . . . . . 19 7.10. Annual Budget Process
8. IETF LLC Policies . . . . . . . . . . . . . . . . . . . . . . 20 8. IETF LLC Policies
8.1. Conflict of Interest Policy . . . . . . . . . . . . . . . 20 8.1. Conflict of Interest Policy
8.2. Other Policies . . . . . . . . . . . . . . . . . . . . . 21 8.2. Other Policies
8.3. Compliance . . . . . . . . . . . . . . . . . . . . . . . 21 8.3. Compliance
9. Three-Year Assessment . . . . . . . . . . . . . . . . . . . . 21 9. Three-Year Assessment
10. Security Considerations . . . . . . . . . . . . . . . . . . . 22 10. Security Considerations
11. IANA Considerations . . . . . . . . . . . . . . . . . . . . . 22 11. IANA Considerations
12. Pronouns . . . . . . . . . . . . . . . . . . . . . . . . . . 22 12. References
13. Acknowledgments . . . . . . . . . . . . . . . . . . . . . . . 22 12.1. Normative References
14. References . . . . . . . . . . . . . . . . . . . . . . . . . 22 12.2. Informative References
14.1. Normative References . . . . . . . . . . . . . . . . . . 22 Acknowledgments
14.2. Informative References . . . . . . . . . . . . . . . . . 23 Authors' Addresses
Authors' Addresses . . . . . . . . . . . . . . . . . . . . . . . 24
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 LLC (IETF LLC). Under this structure, the IETF
structure, the IETF Administrative Oversight Committee (IAOC) is Administrative Oversight Committee (IAOC) is eliminated, and its
eliminated, and its oversight and advising functions transferred to oversight and advising functions transferred to the IETF LLC Board.
the IETF LLC Board.
The IETF LLC provides the corporate legal home for the IETF, the The IETF LLC provides the corporate legal home for the IETF, the
Internet Architecture Board (IAB), and the Internet Research Task Internet Architecture Board (IAB), and the Internet Research Task
Force (IRTF), and financial support for the operation of the RFC Force (IRTF), and financial support for the operation of the RFC
Editor. Editor.
[I-D.haberman-iasa20dt-recs] discusses the challenges facing the [IASA2RECS] discusses the challenges facing the original IASA
original IASA structure as well as several options for reorganizing structure as well as several options for reorganizing the IETF's
the IETF's administration under different legal structures. This administration under different legal structures. This document
document outlines how the chosen option is structured and describes outlines how the chosen option is structured and describes how the
how the organization fits together with existing and new IETF organization fits together with existing and new IETF community
community structures. structures.
Under IASA 2.0, most of the responsibilities that [RFC4071] assigned Under IASA 2.0, most of the responsibilities that [RFC4071] assigned
to the IETF Administrative Director (IAD) and the Internet Society to the IETF Administrative Director (IAD) and the Internet Society
(ISOC) were transferred to the IETF LLC and IETF Administration LLC (ISOC) were transferred to the IETF LLC and IETF Administration LLC
Executive Director (IETF Executive Director). It is the job of the Executive Director (IETF Executive Director). It is the job of the
IETF LLC to meet the administrative needs of the IETF and to ensure IETF LLC to meet the administrative needs of the IETF and to ensure
that the IETF LLC meets the needs of the IETF community. that the IETF LLC meets the needs of the IETF community.
Eliminating the IAOC meant that changes were required in how trustees Eliminating the IAOC meant that changes were required in how trustees
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]. [RFC8714].
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 related to the standards The document does not propose any changes related to the standards
process as currently conducted by the Internet Engineering Steering process as currently conducted by the Internet Engineering Steering
Group (IESG) and Internet Architecture Board (IAB) (see BCP 9 Group (IESG) and Internet Architecture Board (IAB) (see BCP 9
[RFC2026], BCP 39 [RFC2850]). In addition, no changes are made to [RFC2026] and BCP 39 [RFC2850]). In addition, no changes are made to
the appeals chain, the process for making and confirming IETF and IAB the appeals chain, the process for making and confirming IETF and IAB
appointments (see BCP 10 [I-D.ietf-iasa2-rfc7437bis]), the technical appointments (see BCP 10 [RFC8713]), the technical work of the
work of the Internet Research Task Force (IRTF) (see BCP 8 Internet Research Task Force (IRTF) (see [RFC2014]), or to ISOC's
[RFC2014]), or to ISOC's membership in or support of other membership in or support of other organizations.
organizations.
3. LLC Agreement with the Internet Society 3. LLC Agreement with the Internet Society
The LLC Agreement between the IETF LLC and ISOC is available at The LLC Agreement between the IETF LLC and ISOC is available at
[IETF-LLC-A]. This IASA2 structure, and thus this document, depends [IETF-LLC-A]. This IASA 2.0 structure, and thus this document,
on the LLC Agreement and will refer to it to help explain certain depends on the LLC Agreement and will refer to it to help explain
aspects of the legal relationship between the IETF LLC and ISOC. certain aspects of the legal relationship between the IETF LLC and
ISOC.
The LLC Agreement was developed between legal representatives of the The LLC Agreement was developed between legal representatives of the
IETF and ISOC and includes all critical terms of the relationship, IETF and ISOC and includes all critical terms of the relationship,
while still enabling maximum unilateral flexibility for the IETF LLC while still enabling maximum unilateral flexibility for the IETF LLC
Board. The LLC Agreement includes only basic details about how the Board. The LLC Agreement includes only basic details about how the
Board manages itself or manages IETF LLC staff, so that the Board has Board manages itself or manages IETF LLC staff, so that the Board has
flexibility to make changes without amending the agreement. The flexibility to make changes without amending the agreement. The
Board can independently develop policy or procedures documents that Board can independently develop policy or procedures documents that
fill gaps. fill gaps.
4. Definitions and Principles 4. Definitions and Principles
4.1. Terminology 4.1. 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 some document are reasonably well known, first-time readers may find some
terminology confusing. This section therefore attempts to provide a terminology confusing. This section therefore attempts to provide a
quick summary. quick summary.
IAB: Internet Architecture Board (see [RFC2026], [RFC2850]). IAB: Internet Architecture Board (see [RFC2026] and [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 (see [IETF-LLC-A]) and replaced
IETF LLC Executive Director. by the IETF LLC Executive Director.
IAOC: IETF Administrative Oversight Committee, a committee that IAOC: IETF Administrative Oversight Committee, a committee that
oversaw IETF administrative activity. The IAOC is obsoleted by this oversaw IETF administrative activity. The IAOC is obsoleted by
document and replaced by the IETF LLC Board. The IETF Trust was this document and replaced by the IETF LLC Board. The IETF Trust
formerly populated by IAOC members. Its membership is now distinct was formerly populated by IAOC members. Its membership is now
from that of the IETF LLC Board (See [I-D.ietf-iasa2-trust-update]).) distinct from that of the IETF LLC Board (see [RFC8714]).
IASA: The IETF Administrative Support Activity, consists of the IETF IASA: The IETF Administrative Support Activity, consists of the IETF
LLC board, employees, and contractors. Uses of the term 'IASA' as a LLC Board, employees, and contractors. Uses of the term 'IASA' as
proper noun may imply a subset of these roles, or all of them. a proper noun may imply a subset of these roles, or all of them.
IASA 2.0: Version 2.0 of the IETF Administrative Support Activity, IASA 2.0: The IETF Administrative Support Activity, version 2.0
defined by this document. (defined by this document).
IESG: Internet Engineering Steering Group (see [RFC2026], [RFC3710]). IESG: Internet Engineering Steering Group (see [RFC2026] and
[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
provide a corporate legal framework for facilitating current and provide a corporate legal framework for facilitating current and
future activities related to the IETF, IAB, and IRTF. It was future activities related to the IETF, IAB, and IRTF. It was
established by the ISOC/IETF LLC Agreement ([IETF-LLC-A]) and is established by the ISOC / IETF LLC Agreement (see [IETF-LLC-A])
referred to as "IETF LLC." and is referred to as "IETF LLC".
IETF LLC Executive Director: the Executive Director for the IETF LLC, IETF LLC Executive Director: the Executive Director for the IETF
responsible for day-to-day administrative and operational direction LLC, responsible for day-to-day administrative and operational
(See Section 5.1). Also referred to as "IETF Executive Director". direction (see Section 5.1). Also referred to as "IETF Executive
Director".
IETF LLC Board: The Board of Directors of the IETF LLC. The IETF LLC IETF LLC Board: The Board of Directors of the IETF LLC. The IETF
Board is formally a multi-member "manager" of the IETF LLC on behalf LLC Board is formally a multi-member "manager" of the IETF LLC on
of ISOC (See Section 5.2). behalf of ISOC (see Section 5.2).
ISOC: Internet Society (see [I-D.ietf-iasa2-rfc2031bis] and [ISOC]). ISOC: Internet Society (see [RFC8712] and [ISOC]).
4.2. Key Differences From the Old IASA Structure to IASA 2.0 4.2. Key Differences from the Old IASA Structure to IASA 2.0
o The IAOC and IAD roles defined in RFC 4071 are eliminated. * The IAOC and IAD roles defined in RFC 4071 are eliminated.
o The former ISOC and IAD responsibilities are assigned to a new * 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 * The Board of Directors of the IETF LLC -- formally a multi-member
"manager" of the IETF LLC on behalf of ISOC - assumes the "manager" of the IETF LLC on behalf of ISOC -- assumes the
oversight responsibilities from the IAOC. oversight responsibilities from the IAOC.
o The Board of the IETF LLC is more focused on strategy and * 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 is replaced with the IETF Executive Director role. * The IAD role is replaced with the IETF Executive Director role.
o The role that was previously referred to as "IETF Executive * The role that was previously referred to as "IETF Executive
Director" in older documents such as [RFC2026] is now "Managing Director" in older documents such as [RFC2026] is now "Managing
Director, IETF Secretariat". Director, IETF Secretariat".
4.3. General IETF LLC Responsibilities 4.3. General IETF LLC Responsibilities
The IETF LLC is 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 * 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 * Finances. The IETF LLC is responsible for managing the IETF's
finances and budget. finances and budget.
o Fundraising. The IETF LLC is responsible for raising money on * Fundraising. The IETF LLC is responsible for raising money on
behalf of the IETF. behalf of the IETF.
o Compliance. The IETF LLC is responsible for establishing and * Compliance. The IETF LLC is responsible for establishing and
enforcing policies to ensure compliance with applicable laws, enforcing policies to ensure compliance with applicable laws,
regulations, and rules. regulations, and rules.
The manner by which these responsibilities under the IETF LLC are The manner by which these responsibilities under the IETF LLC are
organized is intended to address the problems described in Sections organized is intended to address the problems described in Sections
3.1.1., 3.1.2, and 3.1.3 of [I-D.haberman-iasa20dt-recs]. 3.1.1, 3.1.2, and 3.1.3 of [IASA2RECS]. Specifically, this is
Specifically, this is intended to bring greater clarity around roles, intended to bring greater clarity around roles, responsibilities,
responsibilities, representation, decision-making, and authority. representation, decision-making, and authority.
In addition, by having the IETF LLC manage the IETF's finances and In addition, by having the IETF LLC manage the IETF's finances and
conduct the IETF's fundraising, confusion about who is responsible conduct the IETF's fundraising, confusion about who is responsible
for representing the IETF to sponsors and who directs the uses of for representing the IETF to sponsors and who directs the uses of
sponsorship funds should have been eliminated. Finally, having the sponsorship funds should be eliminated. Finally, having the IETF LLC
IETF LLC reside in a defined, distinct legal entity, and taking reside in a defined, distinct legal entity, and taking responsibility
responsibility for operations, enables the organization to execute for operations, enables the organization to execute its own contracts
its own contracts without the need for review and approval by ISOC. without the need for review and approval by ISOC.
4.4. IETF LLC Working Principles 4.4. IETF LLC Working Principles
The IETF LLC is expected to conduct its work according to the The IETF LLC is expected to conduct its work according to the
following principles: following principles:
o Transparency. The IETF LLC is expected to keep the IETF community * Transparency. The IETF LLC is expected to keep the IETF community
informed about its work, subject to reasonable confidentiality informed about its work, subject to reasonable confidentiality
concerns, and to engage with the community to obtain consensus- concerns, and to engage with the community to obtain consensus-
based community input on key issues and otherwise as needed. The based community input on key issues and otherwise as needed. The
IETF community expects complete visibility into the financial and IETF community expects complete visibility into the financial and
legal structure of the IETF LLC. This includes information about legal structure of the IETF LLC. This includes information about
the IETF LLC annual budget and associated regular financial the IETF LLC annual budget and associated regular financial
reports, results of financial and any other independent audits, reports, results of financial and any other independent audits,
tax filings, significant contracts or other significant long-term tax filings, significant contracts, or other significant long-term
financial commitments that bind the IETF LLC. Whatever doesn't financial commitments that bind the IETF LLC. Whatever doesn't
have a specific justification for being kept confidential is have a specific justification for being kept confidential is
expected to be made public. The Board is expected to develop and expected to be made public. The Board is expected to develop and
maintain a public list of confidential items, describing the maintain a public list of confidential items, describing the
nature of the information and the reason for confidentiality. The nature of the information and the reason for confidentiality. The
Board will also publish its operating procedures. Board will also publish its operating procedures.
o Responsiveness to the community. The IETF LLC is expected to act * 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 * 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 provides the corporate legal home for * Unification: The IETF LLC provides the corporate legal home for
the IETF, the Internet Architecture Board (IAB), and the Internet the IETF, the Internet Architecture Board (IAB), and the Internet
Research Task Force (IRTF), and financial support for the Research Task Force (IRTF), and financial support for the
operation of the RFC Editor. operation of the RFC Editor.
o Transfer or Dissolution: Consistent with [IETF-LLC-A], the IETF * 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. Any transfer, transition, or dissolution should be plans. Any transfer, transition, or dissolution should be
conducted carefully and with minimal potential disruption to the conducted carefully and with minimal potential disruption to the
IETF. IETF.
The transparency and responsiveness principles are designed to The transparency and responsiveness principles are designed to
address the concern outlined in Section 3.3 of address the concern outlined in Section 3.3 of [IASA2RECS] about the
[I-D.haberman-iasa20dt-recs] about the need for improved timeliness need for improved timeliness of sharing of information and decisions
of sharing of information and decisions and seeking community and seeking community comments. The issue of increased transparency
comments. The issue of increased transparency was important was important throughout the IASA 2.0 process, with little to no
throughout the IASA 2.0 process, with little to no dissent. It was dissent. It was recognized that there will naturally be
recognized that there will naturally be confidentiality requirements confidentiality requirements about some aspects of contracting,
about some aspects of contracting, personnel matters, and other 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
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]. In short, the IETF is outlined in [RFC8712]. In short, the IETF is responsible for the
responsible for the development of the Internet Standards and ISOC development of the Internet Standards and ISOC aids the IETF by
aids the IETF by providing it a legal entity within which the IETF providing it a legal entity within which the IETF LLC exists, as well
LLC exists, as well as with financial support. as with financial support.
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, IRTF, and IAB as major internal work involves treating the IESG, IRTF, and IAB as major internal
customers of the administrative support services. The Board and the customers of the administrative support services. The Board and the
IETF Executive Director should not consider their work successful IETF Executive Director should not consider their work successful
unless the IESG, IRTF, and IAB are also satisfied with the unless the IESG, IRTF, and IAB are also satisfied with the
administrative support that the IETF is receiving. administrative support that the IETF is receiving.
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period, typically within 90 days, and shall publicly publish period, typically within 90 days, and shall publicly publish
information about the request and the corresponding response and/or information about the request and the corresponding response and/or
result. result.
4.8. Termination and Change 4.8. Termination and Change
Any major change to the IASA 2.0 arrangements shall require community Any major change to the IASA 2.0 arrangements shall require community
consensus and deliberation and shall be reflected by a subsequent consensus and deliberation and shall be reflected by a subsequent
Best Current Practice (BCP) document. Best Current Practice (BCP) document.
5. Structure of IASA2 5. Structure of IASA 2.0
5.1. IETF Executive Director and Staff Responsibilities 5.1. IETF Executive Director and Staff Responsibilities
The IETF LLC is led by an IETF Executive Director chosen by the The IETF LLC is led by an IETF Executive Director chosen by the
Board. The IETF Executive Director is responsible for managing the Board. The IETF Executive Director is responsible for managing the
day-to-day operations of the IETF LLC, including hiring staff to day-to-day operations of the IETF LLC, including hiring staff to
perform various operational functions. The IETF Executive Director perform various operational functions. The IETF Executive Director
and any staff may be employees or independent contractors. and any staff may be employees or independent contractors.
Allowing for the division of responsibilities among multiple staff Allowing for the division of responsibilities among multiple staff
members and contractors is designed to address some of the concerns members and contractors is designed to address some of the concerns
raised in Section 3.2 (Lack of Resources) and Section 3.4 (Funding/ raised in Section 3.2 (Lack of Resources) and Section 3.4 (Funding/
Operating Model Mismatch and Rising Costs) of Operating Model Mismatch and Rising Costs) of [IASA2RECS].
[I-D.haberman-iasa20dt-recs].
Based on the amount of work previously undertaken by the IAD and Based on the amount of work previously undertaken by the IAD and
others involved in the IETF administration, the design of the IETF others involved in the IETF administration, the design of the IETF
LLC anticipated that the IETF Executive Director may need to hire LLC anticipated that the IETF Executive Director may need to hire
multiple additional staff members. For example, resources to manage multiple additional staff members. For example, resources to manage
fundraising, to manage the various contractors that are engaged to fundraising, to manage the various contractors that are engaged to
fulfill the IETF's administrative needs, and to support outreach and fulfill the IETF's administrative needs, and to support outreach and
communications were envisioned. communications were envisioned.
The IETF has historically benefited from the use of contractors for The IETF has historically benefited from the use of contractors for
accounting, finance, meeting planning, administrative assistance, accounting, finance, meeting planning, administrative assistance,
legal counsel, tools, and web site support, as well as other services legal counsel, tools, and web site support, as well as other services
related to the standards process (RFC Editor and IANA). Prior to related to the standards process (e.g., RFC Editor and IANA). Prior
making the transition from IASA to IASA 2.0, the IETF budget to making the transition from IASA to IASA 2.0, the IETF budget
reflected specific support from ISOC for communications and reflected specific support from ISOC for communications and
fundraising as well as some general support for accounting, finance, fundraising as well as some general support for accounting, finance,
legal, and other services. The division of responsibilities between legal, and other services. The division of responsibilities between
staff and contractors is at the discretion of the IETF Executive staff and contractors is at the discretion of the IETF Executive
Director and their staff. Director and their staff.
The IETF has a long history of community involvement in the execution The IETF has a long history of community involvement in the execution
of certain administrative functions, in particular development of of certain administrative functions, in particular development of
IETF tools, the NOC's operation of the meeting network, and some IETF tools, the operation of the meeting network by the Network
outreach and communications activities conducted by the Education and Operations Center (NOC), and some outreach and communications
Mentoring Directorate. The IETF LLC staff is expected to respect the activities conducted by the Education and Mentoring Directorate. The
IETF community's wishes about community involvement in these and IETF LLC staff is expected to respect the IETF community's wishes
other functions going forward as long as the staff feels that they about community involvement in these and other functions going
can meet the otherwise-stated needs of the community. Establishing forward as long as the staff feels that they can meet the otherwise-
the framework to allow the IETF LLC to staff each administrative stated needs of the community. Establishing the framework to allow
function as appropriate may require the IETF community to document the IETF LLC to staff each administrative function as appropriate may
its consensus expectations in areas where no documentation currently require the IETF community to document its consensus expectations in
exists. areas where no documentation currently exists.
In summary, the IETF Executive Director, with support from the team In summary, the IETF Executive Director, with support from the team
that they alone direct and lead, is responsible for: that they alone direct and lead, is responsible for:
o Developing and refining an annual budget and other strategic * Developing and refining an annual budget and other strategic
financial planning documents at the direction of the Board. financial planning documents at the direction of the Board.
o Executing on the annual budget, including reporting to the Board * Executing on the annual budget, including reporting to the Board
regularly with forecasts and actual performance to budget. regularly with forecasts and actual performance to budget.
o Hiring and/or contracting the necessary resources to meet their * Hiring and/or contracting the necessary resources to meet their
goals, within the defined limits of the IETF Executive Director's goals, within the defined limits of the IETF Executive Director's
authority and within the approved budget. This includes managing authority and within the approved budget. This includes managing
and leading any such resources, including performing regular and leading any such resources, including performing regular
performance reviews. performance reviews.
o Following the pre-approval guidelines set forth by the Board for * Following the pre-approval guidelines set forth by the Board for
contracts or other decisions that have financial costs that exceed contracts or other decisions that have financial costs that exceed
a certain threshold of significance. Such thresholds are expected a certain threshold of significance. Such thresholds are expected
to be set reasonably high so that the need for such approvals is to be set reasonably high so that the need for such approvals is
infrequent and only occurs when something is truly significant or infrequent and only occurs when something is truly significant or
otherwise exceptional. It is expected that the IETF Executive otherwise exceptional. It is expected that the IETF Executive
Director is sufficiently empowered to perform the job on a day-to- Director is sufficiently empowered to perform the job on a day-to-
day basis, being held accountable for meeting high level goals day basis, being held accountable for meeting high-level goals
rather than micromanaged. rather than being micromanaged.
o Regularly updating the Board on operations and other notable * Regularly updating the Board on operations and other notable
issues as reasonable and appropriate. issues as reasonable and appropriate.
o Ensuring that all staff and/or other resources comply with any * 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] and responsibilities are defined in the LLC Agreement [IETF-LLC-A] and
applicable law. To the extent to which there are unintentional applicable law. If there are unintentional differences or other
differences or other confusion between this document and these confusion, the LLC Agreement and applicable law are authoritative.
authoritative sources, these sources will control over this document.
Board members have fiduciary obligations imposed by the LLC Agreement Board members have fiduciary obligations imposed by the LLC Agreement
and applicable law, including duties of loyalty, care and good faith. and applicable law, including duties of loyalty, care, and good
The Board is responsible to set broad strategic direction for the faith. The Board is responsible for setting broad strategic
LLC, and adopt an annual budget, hire or terminate an IETF Executive direction for the LLC, adopting an annual budget, hiring or
Director (or amend the terms of their engagement), adopt any employee terminating an IETF Executive Director (or amending the terms of
benefit plans, consult the relevant IETF communities on matters their engagement), adopting any employee benefit plans, consulting
related to the LLC as appropriate, approve any changes to the LLC the relevant IETF communities on matters related to the LLC as
governance structure, incur any debt, and approve entering into appropriate, approving any changes to the LLC governance structure,
agreements that meet a significant materiality threshold to be incurring any debt, and approving entering into agreements that meet
determined by the Board. The IETF LLC Board is expected to delegate a significant materiality threshold to be determined by the Board.
management of day-to-day activities and related decision-making to The IETF LLC Board is expected to delegate management of day-to-day
staff. 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 of this document, the Board shall, as appropriate, act
provide the IETF community with an opportunity to review and discuss transparently and provide the IETF community with an opportunity to
any proposed changes to the IETF LLC structure prior to their review and discuss any proposed changes to the IETF LLC structure
adoption. prior to their 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
is not intended to directly define the IETF's needs; to the extent is not intended to directly define the IETF's needs; to the extent
that is required, the IETF community should document its needs in that is required, the IETF community should document its needs in
consensus-based RFCs (e.g., as the community did in consensus-based RFCs (e.g., as the community did in [RFC8718]) and
[I-D.ietf-mtgvenue-iaoc-venue-selection-process]) and provide more provide more detailed input via consultations with the Board (such as
detailed input via consultations with the Board (such as takes place takes place on email discussion lists or at IETF meetings).
on email discussion lists or at IETF meetings).
Key IETF LLC Board responsibilities include: Key IETF LLC Board responsibilities include:
o Set broad strategic direction for the LLC. * Setting broad strategic direction for the LLC.
o Hire or terminate an IETF Executive Director (or amending the * Hiring or terminating an IETF Executive Director (or amending the
terms of their engagement). terms of their engagement).
o Delegate management of day-to-day activities and related decision- * Delegating management of day-to-day activities and related
making to staff. decision-making to staff.
o Adopt any employee benefit plans. * Adopting any employee benefit plans.
o Consult the relevant IETF communities on matters related to the * Consulting the relevant IETF communities on matters related to the
LLC, as appropriate. LLC, as appropriate.
o Approve any changes to the LLC governance structure. * Approving any changes to the LLC governance structure.
o Adopt an annual budget and, as necessary, incur any debt. * Adopting an annual budget and, as necessary, incur any debt.
o Prepare accurate and timely financial statements for ISOC, and in * Preparing accurate and timely financial statements for ISOC, in
accordance with generally accepted accounting principles. accordance with generally accepted accounting principles.
o Provide assistance to help facilitate ISOC's tax compliance, * Providing assistance to help facilitate ISOC's tax compliance,
including but not limited to assistance related to preparing the including but not limited to assistance related to preparing the
Form 990 and responding to any IRS questions and audits. Form 990 and responding to any United States Internal Revenue
Service (IRS) questions and audits.
o Approve entering into agreements that that meet a significant * Approving entering into agreements that meet a significant
materiality threshold to be determined by the Board. materiality threshold to be determined by the Board.
o Limit its activities to the purposes as set forth in Section 4 of * Limiting its activities to the purposes as set forth in Section 4
the LLC Agreement, in a manner consistent with ISOC's charitable of the LLC Agreement, in a manner consistent with ISOC's
purposes. charitable purposes.
o Establish an investment policy. * Establishing an investment policy.
o Use best efforts to conduct all of its activities in strict * Using best efforts to conduct all of its activities in strict
compliance with the LLC Agreement and all applicable laws, rules compliance with the LLC Agreement and all applicable laws, rules,
and regulations. and regulations.
o Ensure that IETF LLC is run in a manner that is transparent and * Ensuring that IETF LLC is run in a manner that is transparent and
accountable to the IETF community; accountable to the IETF community.
o Develop policies, including those noted in Section 8), procedures, * Developing policies, including those noted in Section 8,
and a compliance program. procedures, and a compliance program.
o Obtain Commercial General Liability and other appropriate * Obtaining Commercial General Liability and other appropriate
insurance policies, with agreed-upon coverage limits. insurance policies, with agreed-upon coverage limits.
o Recruit new Directors for consideration in all of the various * Recruiting new Directors for consideration in all of the various
appointment processes. appointment processes.
5.3. Board Design Goals 5.3. Board Design Goals
A goal of this Board composition is to balance the need for the IETF A goal of this Board composition is to balance the need for the IETF
LLC to be accountable to the IETF community with the need for this LLC to be accountable to the IETF community with the need for this
Board to have the expertise necessary to oversee a small non-profit Board to have the expertise necessary to oversee a small non-profit
company. The Board is smaller than the previous IAOC and the other company. The Board is smaller than the previous IAOC and the other
leadership bodies of the IETF, in part to keep the Board focused on leadership bodies of the IETF, in part to keep the Board focused on
its rather limited set of strategic responsibilities as noted in its rather limited set of strategic responsibilities as noted in
Section 5.2. Section 5.2.
This board structure, with limited strategic responsibilities noted This board structure, with limited strategic responsibilities noted
in Section 5.2 and limited size, together with the staff in Section 5.2 and limited size, together with the staff
responsibilities noted in Section 5.1, is designed to overcome the responsibilities noted in Section 5.1, is designed to overcome the
challenges described in Section 3.1.4 of [I-D.haberman-iasa20dt-recs] challenges described in Section 3.1.4 of [IASA2RECS] concerning
concerning oversight. This establishes a clear line of oversight oversight. This establishes a clear line of oversight over staff
over staff performance: the IETF LLC Board oversees the IETF performance: the IETF LLC Board oversees the IETF Executive
Executive Director's performance and has actual legal authority to Director's performance and has actual legal authority to remove a
remove a non-performing IETF Executive Director. The IETF Executive non-performing IETF Executive Director. The IETF Executive Director
Director is responsible for the day-to-day operation of the IETF LLC. is responsible for the day-to-day operation of the IETF LLC.
Finally, the Board would be expected to operate transparently, to Finally, the Board is expected to operate transparently, to further
further address the concern raised in Section 3.3 of address the concern raised in Section 3.3 of [IASA2RECS]. The
[I-D.haberman-iasa20dt-recs]. The default transparency rule arrived default transparency rule arrived at during the IASA 2.0 design
at during the IASA 2.0 design process is detailed above in process is detailed in Section 4.4. The Board will need to establish
Section 4.4. The Board will need to establish how it will meet that how it will meet that commitment.
commitment.
6. IETF LLC Board Membership, Selection and Accountability 6. IETF LLC Board Membership, Selection, and Accountability
The section outlines the composition of the IETF LLC Board, selection The section outlines the composition of the IETF LLC Board, selection
of IETF LLC Board Directors, and related details. of IETF LLC Board Directors, and related details.
6.1. Board Composition 6.1. Board Composition
There is a minimum of 5 directors, expandable to 6 or 7. There is a minimum of 5 directors, which is expandable to 6 or 7.
The IETF LLC Board is comprised of the following:
o 1 IETF Chair or delegate selected by the IESG * 1 IETF Chair or delegate selected by the IESG
o 1 Appointed by the ISOC Board of Trustees * 1 Appointed by the ISOC Board of Trustees
o 3 Selected by the IETF NomCom, confirmed by the IESG * 3 Selected by the IETF Nominating Committee (NomCom), confirmed by
the IESG
o Up to 2 Appointed by the IETF LLC board itself, on an as-needed * Up to 2 Appointed by the IETF LLC Board itself, on an as-needed
basis, confirmed by the IESG basis, confirmed by the IESG
For the first slot listed above, the presumption is that the IETF For the first slot listed above, the presumption is that the IETF
Chair will serve on the board. At the IESG's discretion, another Chair will serve on the board. At the IESG's discretion, another
area director may serve instead, or exceptionally the IESG may run a area director may serve instead, or exceptionally the IESG may run a
selection process to appoint a director. The goal of having this selection process to appoint a director. The goal of having this
slot on the board is to maintain coordination and communication slot on the board is to maintain coordination and communication
between the board and the IESG. between the board and the IESG.
6.2. IETF LLC-Appointed Directors 6.2. IETF LLC-Appointed Directors
As noted above, a maximum of two Directors may be appointed by the As noted above, a maximum of two Directors may be appointed by the
IETF LLC Board. They can obviously choose to appoint none, one, or IETF LLC Board. They can obviously choose to appoint none, one, or
two. These appointments need not be on an exceptional basis, but can two. These appointments need not be on an exceptional basis; they
be routine, and may occur at any time of the year since it is on an can be routine, and may occur at any time of the year since it is on
as-needed basis. an as-needed basis.
The appointment of a Board-appointed Director requires a two-thirds The appointment of a Board-appointed Director requires a two-thirds
majority vote of the Directors then in office, and the appointee majority vote of the Directors then in office, and the appointee
shall take office immediately upon appointment and IESG confirmation. shall take office immediately upon appointment and IESG confirmation.
The term of each appointment is designated by the Board, with the The term of each appointment is designated by the Board, with the
maximum term being three years, or until their earlier resignation, maximum term being three years, or until their earlier resignation,
removal or death. The Board may decide on a case-by-case basis how removal, or death. The Board may decide on a case-by-case basis how
long each term shall be, factoring in the restriction for consecutive long each term shall be, factoring in the restriction for consecutive
terms in Section 6.5. terms in Section 6.5.
6.3. Recruiting IETF LLC Board Directors 6.3. Recruiting IETF LLC Board Directors
The Board itself is expected to take an active role in recruiting The Board itself is expected to take an active role in recruiting
potential new Directors, regardless of the process that may be used potential new Directors, regardless of the process that may be used
to appoint them. In particular, the NomCom is primarily focused on to appoint them. In particular, the NomCom is primarily focused on
considering requirements expressed by the Board and others, reviewing considering requirements expressed by the Board and others, reviewing
community feedback on candidates, conducting candidate interviews, community feedback on candidates, conducting candidate interviews,
and ultimately appointing Directors. The Board and others can and ultimately appointing Directors. The Board and others can
recruit potential Directors and get them into the consideration recruit potential Directors and get them into the consideration
process of the NomCom or into open considerations processes of the process of the NomCom or into open consideration processes of the
other appointing bodies if those bodies choose to use such processes. other appointing bodies if those bodies choose to use such processes.
6.4. IETF LLC Board Director Term Length 6.4. IETF LLC Board Director Term Length
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 * The terms for some Directors during the first full formation of
of the IETF LLC Board in order to establish staggered terms and the IETF LLC Board in order to establish staggered terms and for
for any appointments to fill a vacancy. any appointments to fill a vacancy.
o The Director slot occupied by the IETF Chair ex officio or a * 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
applies regardless of whether the appointed individual is on the applies regardless of whether the appointed individual is on the
IESG, rotates off the IESG during the two-year term, or is not on IESG, rotates off the IESG during the two-year term, or is not on
the IESG. This makes the term length for this slot the same as the IESG. This makes the term length for this slot the same as
the term lengths established in [I-D.ietf-iasa2-rfc7437bis], the term lengths established in [RFC8713], Section 3.4.
Section 3.4.
6.5. IETF LLC Board Director Limit 6.5. IETF LLC Board Director Limit
A director may serve no more than two consecutive terms. A director A director may serve no more than two consecutive terms. A director
cannot serve a third term until three years have passed since their cannot serve a third term until three years have passed since their
second consecutive term. An exception is if a Director role is second consecutive term. An exception is if a Director role is
occupied by the IETF Chair ex officio, since that person's service is occupied by the IETF Chair ex officio, since that person's service is
governed instead by the term lengths established in governed instead by the term lengths established in [RFC8713],
[I-D.ietf-iasa2-rfc7437bis], Section 3.4. Section 3.4.
The term limits specified above apply to an individual, even if that The term limits specified above apply to an individual, even if that
individual is appointed in different ways over time. For example, an individual is appointed in different ways over time. For example, an
individual appointed to two terms by the ISOC Board of Trustees may individual appointed to two terms by the ISOC Board of Trustees may
not immediately be appointed to a third term by the IETF NomCom. A not immediately be appointed to a third term by the IETF NomCom. A
Director appointed by the IETF LLC itself may only serve for one term Director appointed by the IETF LLC itself may only serve for one term
by that appointment method, and any subsequent terms would have to be by that appointment method, and any subsequent terms would have to be
via other methods; in any case, the term limits above apply to that via other methods; in any case, the term limits above apply to that
individual. individual.
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.
6.6. Staggered Terms 6.6. Staggered Terms
The Internet Society Board of Trustees, the IESG, the Nominating The Internet Society Board of Trustees, the IESG, the Nominating
Committee, and the Board are expected to coordinate with each other Committee, and the IETF LLC Board are expected to coordinate with
to ensure that collectively their appointment or selection processes each other to ensure that collectively their appointment or selection
provide for no more than three Directors' terms concluding in the processes provide for no more than three Directors' terms concluding
same year. in the same year.
6.7. IETF LLC Board Director Removal 6.7. IETF LLC Board Director Removal
NomCom-appointed and IESG-appointed Directors may be removed with or NomCom-appointed and IESG-appointed Directors may be removed with or
without cause. A vote in favor of removal must be no fewer than the without cause. A vote in favor of removal must be no fewer than the
number of Directors less two. So for example, if there are seven number of Directors less two. So for example, if there are seven
directors, then five votes are required. Directors may also be directors, then five votes are required. Directors may also be
removed via the IETF recall process defined in removed via the IETF recall process defined in [RFC8713], Section 7.
[I-D.ietf-iasa2-rfc7437bis], Section 7.
6.8. Filling an IETF LLC Board Director Vacancy 6.8. 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 [I-D.ietf-iasa2-rfc7437bis], its mid-term rules, as specified in [RFC8713], Section 3.5) as the
Section 3.5) as the original appointing body to designate a original appointing body to designate a replacement that will serve
replacement that will serve out the remainder of the term of the out the remainder of the term of the departed Director. However,
departed Director. However, this obligation will not apply to this obligation will not apply to vacancies in Board-appointed
vacancies in Board-appointed positions. positions.
6.9. Quorum 6.9. Quorum
At all meetings of the Board, two-thirds of the Directors then in At all meetings of the Board, two-thirds of the Directors then in
office shall constitute a quorum for the transaction of business. office shall constitute a quorum for the transaction of business.
Unless a greater affirmative vote is expressly required for an action Unless a greater affirmative vote is expressly required for an action
under applicable law, the LLC Agreement, or an applicable Board under applicable law, the LLC Agreement, or an applicable Board
policy, the affirmative vote of two-thirds of the Directors then in policy, the affirmative vote of two-thirds of the Directors then in
office shall be an act of the Board. office shall be an act of the Board.
skipping to change at page 16, line 42 skipping to change at line 738
by proxy shall not be permitted. If a quorum is not present at any by proxy shall not be permitted. If a quorum is not present at any
meeting of the Board, the Directors present may adjourn the meeting meeting of the Board, the Directors present may adjourn the meeting
without notice, other than announcement at the meeting, until a without notice, other than announcement at the meeting, until a
quorum is present. Voting thresholds for Director removal are quorum is present. Voting thresholds for Director removal are
described in Section 6.7. described in Section 6.7.
6.11. Interim Board 6.11. 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. a temporary basis until the first full Board was constituted.
The interim Board was comprised of: The interim Board was comprised of:
o The IETF chair, ex officio * The IETF chair, ex officio
o The IAOC chair, ex officio * The IAOC chair, ex officio
o The IAB chair, ex officio * The IAB chair, ex officio
o One ISOC trustee, selected by the ISOC Board of Trustees * One ISOC trustee, selected by the ISOC Board of Trustees
6.12. Board Positions 6.12. Board Positions
Following the formation of the first permanent Board, and annually Following the formation of the first permanent Board, and annually
thereafter, the Directors shall elect a Director to serve as Board thereafter, the Directors shall elect a Director to serve as Board
Chair by majority vote. The IETF, IAB and IRTF chairs, and the chair Chair by majority vote. The IETF, IAB, and IRTF chairs, and the
of ISOC's Board, will be ineligible for this Board Chair role. The chair of ISOC's Board, will be ineligible for this Board Chair role.
Board may also form committees of the Board and/or define other roles The Board may also form committees of the Board and/or define other
for Board Directors as necessary. roles for Board Directors as necessary.
7. IETF LLC Funding 7. IETF LLC Funding
The IETF LLC must function within a budget of costs balanced against The IETF LLC must function within a budget of costs balanced against
limited revenues. The IETF community expects the IETF LLC to work to limited revenues. The IETF community expects the IETF LLC to work to
attain that goal, in order to maintain a viable support function that attain that goal, in order to maintain a viable support function that
provides the environment within which the work of the IETF, IAB, provides the environment within which the work of the IETF, IAB,
IRTF, and RFC Editor can remain vibrant and productive. IRTF, and RFC Editor can remain vibrant and productive.
The IETF LLC was generating income from a few key sources at the time The IETF LLC was generating income from a few key sources at the time
that this document was written, as enumerated below. Additional that this document was written, as enumerated below. Additional
sources of income may be developed in the future, within the general sources of income may be developed in the future, within the general
bounds noted in Section 7.8, and some of these may decline in bounds noted in Section 7.8, and some of these may decline in
relevance or go away. As a result this list is subject to change relevance or go away. As a result, this list is subject to change
over time and is merely an example of the primary sources of income over time and is merely an example of the primary sources of income
for the IETF LLC at the time of this writing: for the IETF LLC at the time of this writing:
1. ISOC support 1. ISOC support
2. IETF meeting revenues 2. IETF meeting revenues
3. Sponsorships (monetary and/or in-kind) 3. Sponsorships (monetary and/or in-kind)
4. Donations (monetary and/or in-kind) 4. Donations (monetary and/or in-kind)
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The IETF LLC exists to support the IETF, IAB, and IRTF. Therefore, The IETF LLC exists to support the IETF, IAB, and IRTF. Therefore,
the IETF LLC's funding and all revenues, in-kind contributions, and the IETF LLC's funding and all revenues, in-kind contributions, and
other income that comprise that funding shall be used solely to other income that comprise that funding shall be used solely to
support activities related to the IETF, IAB, IRTF, and RFC Editor, support activities related to the IETF, IAB, IRTF, and RFC Editor,
and for no other purposes. and for no other purposes.
7.8. Charitable Fundraising Practices 7.8. 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 - meaning that according to US tax contributions on behalf of ISOC -- meaning that according to United
law, the IETF LLC must send a written acknowledgment of contributions States tax law, the IETF LLC must send a written acknowledgment of
to donors. The IETF LLC evaluates and facilitates state, federal, contributions to donors. The IETF LLC evaluates and facilitates
and other applicable law and regulatory compliance for ISOC and/or state, federal, and other applicable law and regulatory compliance
the LLC with respect to such fundraising activities. In addition, for ISOC and/or the LLC with respect to such fundraising activities.
the IETF LLC ensures that all fundraising activities are conducted in In addition, the IETF LLC ensures that all fundraising activities are
compliance with any policies developed by the IETF LLC, including but conducted in compliance with any policies developed by the IETF LLC,
not limited to those noted in Section 8. including but not limited to those noted in Section 8.
7.9. Operating Reserve 7.9. 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]. It 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.
Should the IETF LLC generate an annual budget surplus, it may choose Should the IETF LLC generate an annual budget surplus, it may choose
to direct all or part of the surplus towards the growth of the to direct all or part of the surplus towards the growth of the
operating reserve. operating reserve.
7.10. Annual Budget Process 7.10. Annual Budget Process
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with input from the IETF community. Some policies provided by ISOC with input from the IETF community. Some policies provided by ISOC
and past policies developed by the previous IAOC may provide a useful and past policies developed by the previous IAOC may provide a useful
starting point for the Board to consider. starting point for the Board to consider.
8.1. Conflict of Interest Policy 8.1. 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 the * The IETF, ISOC Board, IAB, or IRTF chair cannot be chair of the
IETF LLC Board, though they may serve as a Director. IETF LLC Board, though they may serve as a Director.
o A Director cannot be a paid consultant or employee of the IETF * A Director cannot be a paid consultant or employee of the IETF
Executive Director or their sub-contractors, nor a paid consultant Executive Director or their sub-contractors, nor a paid consultant
or employee of ISOC. or employee of ISOC.
8.2. Other Policies 8.2. Other Policies
The Board is expected to maintain additional policies for the IETF The Board is expected to maintain additional policies for the IETF
LLC as necessary, covering Directors, employees, and contractors, LLC as necessary, covering Directors, employees, and contractors,
concerning issues such as: concerning issues such as:
o Acceptance of gifts and other non-cash compensation; * Acceptance of gifts and other non-cash compensation
o Travel and expense reimbursement; * Travel and expense reimbursement
o Anti-bribery; * Anti-bribery
o Code of conduct; * Code of conduct
o Anti-harassment; * Anti-harassment
o Non-discrimination; * Non-discrimination
o Whistleblower; * Whistleblower
o Document retention; * Document retention
o Export controls; * Export controls
o Anti-terrorism sanctions; * Anti-terrorism sanctions
o Data protection and privacy; * Data protection and privacy
o Social media * Social media
8.3. Compliance 8.3. 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 8. In addition, actions and applicable policies noted in Section 8. 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 and the IETF community on the The IETF LLC is expected to report to ISOC and the IETF community on
implementation of its compliance plan on an annual basis. the implementation of its compliance plan on an annual basis.
9. Three-Year Assessment 9. 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 IASA 2.0 and/or IETF LLC.
10. Security Considerations 10. Security Considerations
This document describes the structure of the IETF's Administrative This document describes the structure of IASA 2.0. It introduces no
Support Activity (IASA), version 2 (IASA2). It introduces no
security considerations for the Internet. security considerations for the Internet.
11. IANA Considerations 11. IANA Considerations
This document has no IANA considerations in the traditional sense. This document has no IANA considerations in the traditional sense.
However, some of the information in this document may affect how the However, some of the information in this document may affect how the
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.
12. Pronouns 12. References
This document has used "they" and "their" as a non-gender-specific
pronoun to refer to a single individual.
13. Acknowledgments
Thanks to Jari Arkko, Richard Barnes, Brian E Carpenter, Alissa
Cooper, John C Klensin, Bob Hinden, Jon Peterson, Sean Turner and the
IASA2 Working Group for discussions of possible structures, and to
the attorneys of Morgan Lewis and Brad Biddle for legal advice.
14. References
14.1. Normative References 12.1. Normative References
[I-D.ietf-iasa2-rfc2031bis] [IETF-LLC-A]
Camarillo, G. and J. Livingood, "The IETF-ISOC "Limited Liability Company Agreement of IETF
Relationship", draft-ietf-iasa2-rfc2031bis-04 (work in Administration LLC", August 2018,
progress), February 2019. <https://www.ietf.org/documents/180/IETF-LLC-
Agreement.pdf>.
[I-D.ietf-iasa2-rfc7437bis] [RFC8712] Camarillo, G. and J. Livingood, "The IETF-ISOC
Kucherawy, M., Hinden, R., and J. Livingood, "IAB, IESG, Relationship", RFC 8712, DOI 10.17487/RFC8712, February
IETF Trust and IETF LLC Selection, Confirmation, and 2020, <https://www.rfc-editor.org/info/rfc8712>.
Recall Process: Operation of the IETF Nominating and
Recall Committees", draft-ietf-iasa2-rfc7437bis-06 (work
in progress), March 2019.
[IETF-LLC-A] [RFC8713] Kucherawy, M., Ed., Hinden, R., Ed., and J. Livingood,
The Internet Society, "Limited Liability Company Agreement Ed., "IAB, IESG, IETF Trust, and IETF LLC Selection,
of IETF Administration LLC", August 2018, Confirmation, and Recall Process: Operation of the IETF
<https://www.ietf.org/documents/180/ Nominating and Recall Committees", BCP 10, RFC 8713,
IETF-LLC-Agreement.pdf>. DOI 10.17487/RFC8713, February 2020,
<https://www.rfc-editor.org/info/rfc8713>.
14.2. Informative References 12.2. Informative References
[I-D.haberman-iasa20dt-recs] [IASA2RECS]
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", Work in Progress, Internet-Draft, draft-
progress), November 2018. haberman-iasa20dt-recs-03, 27 November 2018,
<https://tools.ietf.org/html/draft-haberman-iasa20dt-recs-
[I-D.ietf-iasa2-trust-update] 03>.
Arkko, J. and T. Hardie, "Update to the Process for
Selection of Trustees for the IETF Trust", draft-ietf-
iasa2-trust-update-03 (work in progress), February 2019.
[I-D.ietf-mtgvenue-iaoc-venue-selection-process]
Lear, E., "IETF Plenary Meeting Venue Selection Process",
draft-ietf-mtgvenue-iaoc-venue-selection-process-16 (work
in progress), June 2018.
[ISOC] The Internet Society, "Amended and restated By-Laws of the [ISOC] The Internet Society, "Amended and restated By-Laws of the
Internet Society", July 2018, Internet Society", October 2019,
<https://www.internetsociety.org/about-internet-society/ <https://www.internetsociety.org/about-internet-society/
governance-policies/by-laws/>. governance-policies/by-laws/>.
[RFC2014] Weinrib, A. and J. Postel, "IRTF Research Group Guidelines [RFC2014] Weinrib, A. and J. Postel, "IRTF Research Group Guidelines
and Procedures", BCP 8, RFC 2014, DOI 10.17487/RFC2014, and Procedures", BCP 8, RFC 2014, DOI 10.17487/RFC2014,
October 1996, <https://www.rfc-editor.org/info/rfc2014>. October 1996, <https://www.rfc-editor.org/info/rfc2014>.
[RFC2026] Bradner, S., "The Internet Standards Process -- Revision [RFC2026] Bradner, S., "The Internet Standards Process -- Revision
3", BCP 9, RFC 2026, DOI 10.17487/RFC2026, October 1996, 3", BCP 9, RFC 2026, DOI 10.17487/RFC2026, October 1996,
<https://www.rfc-editor.org/info/rfc2026>. <https://www.rfc-editor.org/info/rfc2026>.
skipping to change at page 24, line 25 skipping to change at line 1077
Administrative Oversight Committee (IAOC) Member Selection Administrative Oversight Committee (IAOC) Member Selection
Guidelines and Process", BCP 113, RFC 4333, Guidelines and Process", BCP 113, RFC 4333,
DOI 10.17487/RFC4333, December 2005, DOI 10.17487/RFC4333, December 2005,
<https://www.rfc-editor.org/info/rfc4333>. <https://www.rfc-editor.org/info/rfc4333>.
[RFC7691] Bradner, S., Ed., "Updating the Term Dates of IETF [RFC7691] Bradner, S., Ed., "Updating the Term Dates of IETF
Administrative Oversight Committee (IAOC) Members", Administrative Oversight Committee (IAOC) Members",
BCP 101, RFC 7691, DOI 10.17487/RFC7691, November 2015, BCP 101, RFC 7691, DOI 10.17487/RFC7691, November 2015,
<https://www.rfc-editor.org/info/rfc7691>. <https://www.rfc-editor.org/info/rfc7691>.
[RFC8714] Arkko, J. and T. Hardie, "Update to the Process for
Selection of Trustees for the IETF Trust", BCP 101,
RFC 8714, DOI 10.17487/RFC8714, February 2020,
<https://www.rfc-editor.org/info/rfc8714>.
[RFC8718] Lear, E., Ed., "IETF Plenary Meeting Venue Selection
Process", BCP 226, RFC 8718, DOI 10.17487/RFC8718,
February 2020, <https://www.rfc-editor.org/info/rfc8718>.
Acknowledgments
Thanks to Jari Arkko, Richard Barnes, Brian E. Carpenter, Alissa
Cooper, John C. Klensin, Bob Hinden, Jon Peterson, Sean Turner, and
the IASA2 Working Group for discussions of possible structures, and
to the attorneys of Morgan Lewis and Brad Biddle for legal advice.
Coauthor Hall performed work on this document before employment at
the Internet Society, and his affiliation listed in this document is
for identification purposes only.
Authors' Addresses Authors' Addresses
Brian Haberman Brian Haberman
Johns Hopkins University Johns Hopkins University
Email: brian@innovationslab.net Email: brian@innovationslab.net
Joseph Lorenzo Hall Joseph Lorenzo Hall
CDT Internet Society
Email: joe@cdt.org Email: hall@isoc.org
Jason Livingood Jason Livingood
Comcast Comcast
Email: jason_livingood@comcast.com Email: jason_livingood@comcast.com
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