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Versions: (draft-ietf-iasa2-struct) 00

IASA2                                                        B. Haberman
Internet-Draft                                  Johns Hopkins University
Obsoletes: RFC4071, RFC4333, RFC7691 (if                         J. Hall
           approved)                                                 CDT
Intended status: Best Current Practice                      J. Livingood
Expires: June 8, 2019                                            Comcast
                                                       December 05, 2018


   Structure of the IETF Administrative Support Activity, Version 2.0
                     draft-ietf-iasa2-rfc4071bis-00

Abstract

   The IETF Administrative Support Activity (IASA) was originally
   established in 2005.  In the years since then, the needs of the IETF
   evolved in ways that required changes to its administrative
   structure.  The purpose of this document is to document and describe
   the IASA 2.0 structure.

   Under IASA 2.0, the work of the IETF's administrative and fundraising
   tasks is conducted by an administrative organization, the IETF
   Administration Limited Liability Company ("IETF LLC").  Under this
   structure, the Internet Administrative Oversight Committee (IAOC) was
   eliminated, and its oversight and advising functions transferred to
   the IETF LLC Board.

   This document describes the structure of the IETF Administrative
   Support Activity, version 2 (IASA 2.0).  It defines the roles and
   responsibilities of the IETF LLC Board, the IETF Executive Director,
   and ISOC in the fiscal and administrative support of the IETF
   standards process.  It also defines the membership and selection
   rules for the IETF LLC Board.

   This document obsoletes [RFC4071], [RFC4333], and [RFC7691].

Status of This Memo

   This Internet-Draft is submitted in full conformance with the
   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
   and may be updated, replaced, or obsoleted by other documents at any



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   time.  It is inappropriate to use Internet-Drafts as reference
   material or to cite them other than as "work in progress."

   This Internet-Draft will expire on June 8, 2019.

Copyright Notice

   Copyright (c) 2018 IETF Trust and the persons identified as the
   document authors.  All rights reserved.

   This document is subject to BCP 78 and the IETF Trust's Legal
   Provisions Relating to IETF Documents
   (https://trustee.ietf.org/license-info) in effect on the date of
   publication of this document.  Please review these documents
   carefully, as they describe your rights and restrictions with respect
   to this document.  Code Components extracted from this document must
   include Simplified BSD License text as described in Section 4.e of
   the Trust Legal Provisions and are provided without warranty as
   described in the Simplified BSD License.

Table of Contents

   1.  Introduction  . . . . . . . . . . . . . . . . . . . . . . . .   3
   2.  Scope Limitation  . . . . . . . . . . . . . . . . . . . . . .   4
     2.1.  LLC Agreement with the Internet Society . . . . . . . . .   4
   3.  Definitions and Principles  . . . . . . . . . . . . . . . . .   5
     3.1.  Alphabet Soup . . . . . . . . . . . . . . . . . . . . . .   5
     3.2.  Key Differences From the Old IASA Structure to IASA 2.0 .   6
     3.3.  General IETF LLC Responsibilities . . . . . . . . . . . .   6
     3.4.  IETF LLC Working Principles . . . . . . . . . . . . . . .   7
     3.5.  Principles of the IETF and ISOC Relationship  . . . . . .   8
     3.6.  Relationship of the IETF LLC Board to the IETF Leadership   8
     3.7.  IETF LLC Board Decision Making  . . . . . . . . . . . . .   9
     3.8.  Review and Appeal of IETF Executive Director and IETF LLC
           Board Decisions . . . . . . . . . . . . . . . . . . . . .   9
     3.9.  Community Consensus and Grant of Authority  . . . . . . .  10
     3.10. Termination and Change  . . . . . . . . . . . . . . . . .  10
   4.  Structure of the IASA2  . . . . . . . . . . . . . . . . . . .  11
     4.1.  IETF Executive Director and Staff Responsibilities  . . .  11
     4.2.  IETF LLC Board Responsibilities . . . . . . . . . . . . .  12
     4.3.  Board Design Goals  . . . . . . . . . . . . . . . . . . .  14
   5.  IETF LLC Board Membership, Selection and Accountability . . .  14
     5.1.  Board Composition . . . . . . . . . . . . . . . . . . . .  14
     5.2.  IETF LLC-Appointed Directors  . . . . . . . . . . . . . .  15
     5.3.  Recruiting IETF LLC Board Directors . . . . . . . . . . .  15
     5.4.  IETF LLC Board Director Term Length . . . . . . . . . . .  15
     5.5.  IETF LLC Board Director Limit . . . . . . . . . . . . . .  16
     5.6.  Staggered Terms . . . . . . . . . . . . . . . . . . . . .  16



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     5.7.  IETF LLC Board Director Removal . . . . . . . . . . . . .  16
     5.8.  Filling an IETF LLC Board Director Vacancy  . . . . . . .  17
     5.9.  Quorum  . . . . . . . . . . . . . . . . . . . . . . . . .  17
     5.10. Board Voting  . . . . . . . . . . . . . . . . . . . . . .  17
     5.11. Interim Board . . . . . . . . . . . . . . . . . . . . . .  17
     5.12. Board Positions . . . . . . . . . . . . . . . . . . . . .  18
   6.  IETF LLC Funding  . . . . . . . . . . . . . . . . . . . . . .  18
     6.1.  Financial Statements  . . . . . . . . . . . . . . . . . .  18
     6.2.  Bank and Investment Accounts  . . . . . . . . . . . . . .  19
     6.3.  Financial Audits  . . . . . . . . . . . . . . . . . . . .  19
     6.4.  ISOC Financial Support  . . . . . . . . . . . . . . . . .  19
     6.5.  IETF Meeting Revenues . . . . . . . . . . . . . . . . . .  19
     6.6.  Donations to the IETF LLC . . . . . . . . . . . . . . . .  19
     6.7.  Funding Supports the IETF . . . . . . . . . . . . . . . .  20
     6.8.  Charitable Fundraising Practices  . . . . . . . . . . . .  20
     6.9.  Operating Reserve . . . . . . . . . . . . . . . . . . . .  20
     6.10. Annual Budget Process . . . . . . . . . . . . . . . . . .  20
   7.  IETF LLC Policies . . . . . . . . . . . . . . . . . . . . . .  21
     7.1.  Conflict of Interest Policy . . . . . . . . . . . . . . .  21
     7.2.  Other Policies  . . . . . . . . . . . . . . . . . . . . .  21
     7.3.  Compliance  . . . . . . . . . . . . . . . . . . . . . . .  22
   8.  Three-Year Assessment . . . . . . . . . . . . . . . . . . . .  22
   9.  Security Considerations . . . . . . . . . . . . . . . . . . .  23
   10. IANA Considerations . . . . . . . . . . . . . . . . . . . . .  23
   11. Acknowledgments . . . . . . . . . . . . . . . . . . . . . . .  23
   12. Informative References  . . . . . . . . . . . . . . . . . . .  23
   Authors' Addresses  . . . . . . . . . . . . . . . . . . . . . . .  25

1.  Introduction

   The IETF Administrative Support Activity (IASA) was originally
   established in 2005.  In the years since then, the needs of the IETF
   evolved in ways that required changes to its administrative
   structure.  The purpose of this document is to document and describe
   the IASA 2.0 structure.

   Under IASA 2.0, the work of the IETF's administrative and fundraising
   tasks is conducted by an administrative organization, the IETF
   Administration Limited Liability Company ("IETF LLC").  Under this
   structure, the Internet Administrative Oversight Committee (IAOC) was
   eliminated, and its oversight and advising functions transferred to
   the IETF LLC Board.

   [I-D.haberman-iasa20dt-recs] discusses the challenges facing the
   original IASA structure as well as several options for reorganizing
   the IETF's administration under different legal structures.  This
   document outlines how the chosen option is structured and describes




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   how the organization fits together with existing and new IETF
   community structures.

   The point of the IASA2 WG and process has been to solicit community
   input about how to address the challenges identified in
   [I-D.haberman-iasa20dt-recs], and included much debate on the IASA2
   mailing list and the IASA2 working group meetings at IETF 101
   [ietf101-slides] and IETF 102 [ietf102-slides].

   Under IASA 2.0, most of the responsibilities that [RFC4071] assigned
   to the IETF Administrative Director (IAD) and the Internet Society
   (ISOC) were transferred to the IETF LLC and IETF Administration LLC
   Executive Director (IETF Executive Director).  It is the job of the
   IETF LLC to meet the administrative needs of the IETF and to ensure
   that the IETF LLC meets the needs of the IETF community.

   Eliminating the IAOC meant that changes were required in how trustees
   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
   [I-D.ietf-iasa2-trust-update].

   This document obsoletes [RFC4071], which specified the original IASA,
   [RFC4333], which specified the selection guidelines and process for
   IAOC members and [RFC7691], which specified terms for IAOC members.

2.  Scope Limitation

   The document does not propose any changes to anything related to the
   oversight or steering of the standards process as currently conducted
   by the Internet Engineering Steering Group (IESG) and Internet
   Architecture Board (IAB), the appeals chain, the process for making
   and confirming IETF and IAB appointments, the IETF Nominating
   Committee (NomCom), the Internet Research Task Force (IRTF), or
   ISOC's memberships in or support of other organizations.

2.1.  LLC Agreement with the Internet Society

   The LLC Agreement between the IETF LLC and ISOC [IETF-LLC-A] is also
   out of scope for this document, however this document depends on the
   LLC Agreement and will refer to it for certain aspects of the legal
   relationship between the IETF LLC and ISOC.  The LLC Agreement was
   developed between legal representatives of the IETF and ISOC and
   includes all critical terms of the relationship, while still enabling
   maximum unilateral flexibility for the IETF LLC Board.  The LLC
   Agreement includes only basic details about how the IETF LLC Board
   manages itself or manages IETF LLC staff, so that the IETF LLC Board
   has flexibility to make changes without amending the agreement.  The




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   IETF LLC Board can independently develop policy or procedures
   documents that fill gaps.

3.  Definitions and Principles

3.1.  Alphabet Soup

   Although most of the terms, abbreviations, and acronyms used in this
   document are reasonably well known, first-time readers may find this
   alphabet soup confusing.  This section therefore attempts to provide
   a quick summary.

   IAB: Internet Architecture Board (see [RFC2026], [RFC2850]).

   IAD: IETF Administrative Director, a role obsoleted by this document
   and the ISOC/IETF LLC Agreement ([IETF-LLC-A]) and replaced by the
   IETF LLC Executive Director.

   IAOC: IETF Administrative Oversight Committee, a committee that
   oversaw IETF administrative activity, obsoleted by this document and
   replaced by the IETF LLC Board.  (The IETF Trust function of the
   former IAOC was not included in the new responsibilities of the IETF
   LLC Board (See [I-D.ietf-iasa2-trust-update]).)

   IASA: The original IETF Administrative Support Activity, defined by
   [RFC4071] and obsoleted by this document and the ISOC/IETF LLC
   Agreement ([IETF-LLC-A]).

   IASA 2.0: Version 2.0 of the IETF Administrative Support Activity,
   defined by this document.

   IESG: Internet Engineering Steering Group (see [RFC2026], [RFC3710]).

   IETF: Internet Engineering Task Force (see [RFC3233]).

   IETF Administration LLC: The legal entity - a disregarded Limited
   Liability Company (LLC) of The Internet Society - established to
   house IASA2, specified by the ISOC/IETF LLC Agreement ([IETF-LLC-A]).
   Also referred to as "IETF LLC" or just the "LLC".

   IETF LLC Executive Director: the executive director for the IETF
   Administration Limited Liability Company, responsible for day-to-day
   administrative and operational direction (See Section 4.1).  Also
   referred to as "IETF Executive Director".  (Note that the title of
   "IETF Executive Director" in older documents such as [RFC2026] is now
   "Managing Director, IETF Secretariat".)





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   IETF LLC Board: The Board of Directors of the IETF LLC - formally a
   multi-member "manager" of the IETF LLC on behalf of ISOC (See
   Section 4.2).

   ISOC: Internet Society (see [RFC2031] and [ISOC]).

3.2.  Key Differences From the Old IASA Structure to IASA 2.0

   o  The IAOC and IAD roles defined in RFC 4071 were eliminated.

   o  The former ISOC and IAD responsibilities were assigned to a new
      organization, IETF Administration LLC.

   o  The Board of Directors of the IETF LLC - formally a multi-member
      "manager" of the IETF LLC on behalf of ISOC - assumed the
      oversight responsibilities of the IAOC.

   o  The Board of the IETF LLC is more focused on strategy and
      oversight than the IAOC was, with the IETF Executive Director and
      their team in charge of day-to-day operations.

   o  The IAD role was replaced with the IETF Executive Director role.

   o  The role that was previously referred to as "IETF Executive
      Director" in older documents such as [RFC2026] was replaced with
      "Managing Director, IETF Secretariat".

3.3.  General IETF LLC Responsibilities

   The IETF LLC was established to provide administrative support to the
   IETF.  It has no authority over the standards development activities
   of the IETF.

   The responsibilities of the IETF LLC are:

   o  Operations.  The IETF LLC is responsible for supporting the
      ongoing operations of the IETF, including meetings and non-meeting
      activities.

   o  Finances.  The IETF LLC is responsible for managing the IETF's
      finances and budget.

   o  Fundraising.  The IETF LLC is responsible for raising money on
      behalf of the IETF.

   o  Compliance.  The IETF LLC is responsible for establishing and
      enforcing policies to ensure compliance with applicable laws,
      regulations, and rules.



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   The manner by which these responsibilities under the IETF LLC are
   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].
   Specifically, this is intended to bring greater clarity around roles,
   responsibilities, representation, decision-making, and authority.

   In addition, by having the IETF LLC manage the IETF's finances and
   conduct the IETF's fundraising, confusion about who is responsible
   for representing the IETF to sponsors and who directs the uses of
   sponsorship funds should have been eliminated.  Finally, having the
   IETF LLC reside in a defined, distinct legal entity, and taking
   responsibility for operations, enables the organization to execute
   its own contracts without the need for review and approval by ISOC.

3.4.  IETF LLC Working Principles

   The IETF LLC is expected to conduct its work according to the
   following principles, subject to any reasonable confidentiality
   obligations:

   o  Transparency.  The IETF LLC is expected to keep the IETF community
      informed about its work and to engage with the community to obtain
      consensus-based community input on key issues and otherwise as
      needed.  The IETF community expects complete visibility into the
      financial and legal structure of the IETF LLC.  This includes
      information about the IETF LLC annual budget and associated
      regular financial reports, results of financial and any other
      independent audits, tax filings, significant contracts or other
      significant long-term financial commitments that bind the IETF
      LLC.  As discussed in [ietf101-slides], whatever doesn't have a
      specific justification for being kept confidential is expected to
      be made public.  The IETF LLC Board is expected to develop and
      maintain a public list of confidential items, describing the
      nature of the information and the reason for confidentiality.

   o  Responsiveness to the community.  The IETF LLC is expected to act
      consistently with the documented consensus of the IETF community,
      to be responsive to the community's needs, and to adapt its
      decisions in response to consensus-based community feedback.

   o  Diligence.  The IETF LLC is expected to act responsibly so as to
      minimize risks to IETF participants and to the future of the IETF
      as a whole, such as financial risks.

   o  Unification: The IETF LLC is reponsible for providing unified
      legal, financial, and administrative support for operation of the
      IETF, IAB, IESG, IRTF, and RFC Editor.




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   o  Transfer or Dissolution: Consistent with [IETF-LLC-A], the IETF
      LLC subsidiary may be transferred from ISOC to another
      organization, at the request of either party.  Similarly, the IETF
      LLC may be dissolved if necessary.  Should either event occur, the
      IETF community should be closely involved in any decisions and
      plans, and any tranfer, transition, or dissolution conducted
      carefully and with minimal potential disruption to the IETF.

   The transparency and responsiveness principles are designed to
   address the concern outlined in Section 3.3 of
   [I-D.haberman-iasa20dt-recs] about the need for improved timeliness
   of sharing of information and decisions and seeking community
   comments.  The issue of increased transparency was important
   throughout the IASA 2.0 process, with little to no dissent.  It was
   recognized that there will naturally be a confidentiality requirement
   about some aspects of hotel contracting, personnel matters, and other
   narrow areas.

3.5.  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
   outlined in [I-D.ietf-iasa2-rfc2031bis].  ISOC's connection with the
   IETF community has always played an important role in its policy
   work.  ISOC has always been an advocate for multistakeholder
   processes, which includes the technical community.  Open standards
   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.

3.6.  Relationship of the IETF LLC Board to the IETF Leadership

   The IETF LLC Board is directly accountable to the IETF community for
   the performance of the IASA 2.0.  However, the nature of the IETF LLC
   Board's work involves treating the IESG and IAB as major internal
   customers of the administrative support services.  The IETF LLC Board
   and the IETF Executive Director should not consider their work
   successful unless the IESG and IAB are also satisfied with the
   administrative support that the IETF is receiving.





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3.7.  IETF LLC Board Decision Making

   The IETF LLC Board attempts to reach consensus on all decisions.  If
   the IETF LLC Board cannot achieve a consensus decision, then the IETF
   LLC Board may decide by voting.

   The IETF LLC Board decides the details about its decision-making
   rules, including its rules for quorum (see Section 5.9), conflict of
   interest (see Section 7.1), and breaking of ties.  These rules are
   expected to be public.

   All IETF LLC Board decisions are expected to be recorded in IETF LLC
   Board minutes, and IETF LLC Board minutes are expected to be
   published in a timely fashion.

3.8.  Review and Appeal of IETF Executive Director and IETF LLC Board
      Decisions

   The IETF LLC Board is directly accountable to the IETF community for
   the performance of the IASA 2.0.  In order to achieve this, the IETF
   LLC Board and IETF Executive Director are expected to ensure that
   guidelines are developed for regular operational decision making.
   Where appropriate, these guidelines should be developed with public
   input.  In all cases, they must be made public.

   If a member of the IETF community questions whether a decision or
   action of the IETF Executive Director or the IETF LLC Board has been
   undertaken in accordance with IETF BCPs or IASA 2.0 operational
   guidelines, or questions whether the IETF LLC has created and
   maintained appropriate guidelines, he or she may ask the IETF LLC
   Board for a formal review of the decision or action.

   The request for review should be addressed to the IETF LLC Board
   chair and should include a description of the decision or action to
   be reviewed, an explanation of how, in the requestor's opinion, the
   decision or action violates the BCPs or operational guidelines, and a
   suggestion for how the situation could be rectified.  All requests
   for review shall be posted publicly, and the IETF LLC Board is
   expected to respond publicly to these requests within a reasonable
   period, typically within 90 days.  It is up to the IETF LLC Board to
   determine what type of review and response is required, based on the
   nature of the review request.  Based on the results of the review,
   the IETF LLC Board may choose to overturn their own decision, to
   change their operational guidelines to prevent further
   misunderstandings, to take other action as appropriate, or just to
   publish the review result and take no other action.





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   If a member of the community is not satisfied with the IETF LLC
   Board's response to his or her review request, he or she may escalate
   the issue by appealing the decision or action to the IAB, using the
   appeals procedures outlined in [RFC2026].  If he or she is not
   satisfied with the IAB response, he or she can escalate the issue to
   the ISOC Board of Trustees, as described in [RFC2026].

   The reviewing body (the IAB or ISOC Board of Trustees) shall review
   the decision of the IETF Executive Director or IETF LLC Board to
   determine whether it was made in accordance with existing BCPs and
   operational guidelines.  As a result of this review, the reviewing
   body may recommend to the community that the BCPs governing IETF LLC
   Board actions should be changed.  The reviewing body may also advise
   the IETF LLC Board to modify existing operational guidelines to avoid
   similar issues in the future and/or it may advise the IETF LLC Board
   to re-consider their decision or action.  It may also recommend that
   no action be taken, based on the review.

   In exceptional cases, when no other recourse seems reasonable, the
   reviewing body may overturn or reverse a non-binding decision or
   action of the IETF LLC Board.  This should be done only after careful
   consideration and consultation with the IETF LLC Board regarding the
   ramifications of this action.  In no circumstances may the IAB or
   ISOC Board of Trustees overturn a decision of the IETF LLC Board that
   involves a binding contract or overturn a personnel-related action
   (such as hiring, firing, promotion, demotion, performance reviews,
   salary adjustments, etc.).

3.9.  Community Consensus and Grant of Authority

   The IETF is a consensus-based group, and authority to act on behalf
   of the community requires a high degree of consensus and the
   continued consent of the community.  After a careful process of
   deliberation, a broad-based community consensus emerged to house the
   administration of the IETF within the IETF LLC as a disregarded
   entity of the Internet Society.  This document reflects that
   consensus.

3.10.  Termination and Change

   Any major change to the IASA 2.0 arrangements shall require a similar
   level of community consensus and deliberation and shall be reflected
   by a subsequent Best Current Practice (BCP) document.








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4.  Structure of the IASA2

4.1.  IETF Executive Director and Staff Responsibilities

   The IETF LLC is led by an IETF Executive Director chosen by the
   Board.  The IETF Executive Director is responsible for managing the
   day-to-day operations of the IETF LLC, including hiring staff to
   perform various operational functions.  The IETF Executive Director
   and any staff may be employees or independent contractors.

   Allowing for the division of responsibilities among multiple staff
   members and contractors is designed to address some of the concerns
   raised in Section 3.2 (Lack of Resources) and Section 3.4 (Funding/
   Operating Model Mismatch and Rising Costs) of
   [I-D.haberman-iasa20dt-recs].

   Based on the amount of work previously undertaken by the IAD and
   others involved in the IETF administration, the design of the IETF
   LLC anticipated that the IETF Executive Director may need to hire
   multiple additional staff members.  For example, resources to manage
   fundraising, to manage the various contractors that are engaged to
   fulfill the IETF's administrative needs, and to support outreach and
   communications were envisioned.

   The IETF has historically benefitted from the use of contractors for
   accounting, finance, meeting planning, administrative assistance,
   legal counsel, tools, and web site support, as well as other services
   related to the standards process (RFC Editor and IANA).  Prior to
   making the transition from IASA to IASA 2.0, the IETF budget
   reflected specific support from ISOC for communications and
   fundraising as well as some general support for accounting, finance,
   legal, and other services.  The division of responsibilities between
   staff and contractors is at the discretion of the IETF Executive
   Director and his or her staff.

   The IETF has a long history of community involvement in the execution
   of certain administrative functions, in particular development of
   IETF tools, the NOC's operation of the meeting network, and some
   outreach and communications activities conducted by the Education and
   Mentoring Directorate.  The IETF LLC staff is expected to respect the
   IETF community's wishes about community involvement in these and
   other functions going forward as long as the staff feels that they
   can meet the otherwise-stated needs of the community.  Establishing
   the framework to allow the IETF LLC to staff each administrative
   function as appropriate may require the IETF community to document
   its consensus expectations in areas where no documentation currently
   exists.




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   In summary, the IETF Executive Director, with support from the team
   that they alone direct and lead, is responsible for:

   o  Developing and refining an annual budget and other strategic
      financial planning documents at the direction of the IETF LLC
      Board.

   o  Executing on the annual budget, including reporting to the IETF
      LLC Board regularly with forecasts and actual performance to
      budget.

   o  Hiring and/or contracting the necessary resources to meet their
      goals, within the defined limits of their authority and within the
      approved budget.  This includes managing and leading any such
      resources, including performing regular performance reviews.

   o  Following the pre-approval guidelines set forth by the IETF LLC
      Board for contracts or other decisions that have financial costs
      that exceed a certain threshold of significance.  Such thresholds
      are expected to be set reasonably high so that the need for such
      approvals is infrequent and only occurs when something is truly
      significant or otherwise exceptional.  It is expected that the
      IETF Executive Director is sufficiently empowered to perform their
      job on a day-to-day basis, being held accountable for meeting high
      level goals rather than micromanaged.

   o  Regularly updating the IETF LLC Board on operations and other
      notable issues as reasonable and appropriate.

   o  Ensuring that all staff and/or other resources comply with any
      applicable policies established or approved by the IETF LLC Board,
      such as ethics guidelines and/or a code of conduct.

4.2.  IETF LLC Board Responsibilities

   The IETF LLC Board is responsible for conducting oversight of the
   IETF LLC's execution of its responsibilities, as described in
   Section 3.3.  They have duties of loyalty, care, and good faith.
   This includes the responsibility to:

   o  provide strategic direction for the IETF LLC to the IETF Executive
      Director;

   o  hire, supervise, and manage the employment of the role of the IETF
      Executive Director of the IETF LLC, including tasks such as
      hiring, termination, performance review, amendment of employment
      terms, the award of compensation and other requisite employment
      benefits or decisions;



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   o  adopting any employee benefit plans;

   o  exercising a fiduciary duty to ensure that IETF LLC has the
      financial and business stability that it needs to be able to meet
      the needs of the IETF, including adopting an annual budget, and as
      necessary incurring any debt or making other financial
      arrangements;

   o  approving or entering into agreements that meet a significant
      materiality threshold;

   o  exercising a legal duty to ensure that the IETF LLC complies with
      any applicable tax and other laws;

   o  ensuring that IETF LLC is run in a manner that is transparent and
      accountable to the IETF community;

   o  recruiting new Directors, for consideration in all of the various
      appointment processes.

   The IETF LLC Board is an oversight body, with responsibilities
   limited to those listed above.  It does not directly conduct any of
   the IETF's administrative work, which is the day-to-day job of the
   IETF Executive Director and their team.  Per Section 5(d) of the LLC
   Agreement [IETF-LLC-A], the Board must provide the IETF community
   with an opportunity to review and discuss any proposed changes to the
   IETF LLC structure prior to their adoption.

   The role of the IETF LLC Board is to ensure that the strategy and
   conduct of the IETF LLC is consistent with the IETF's needs - both
   its concrete needs and its needs for transparency and accountability.
   The Board is not intended to directly define the IETF's needs; to the
   extent that is required, the IETF community should document its needs
   in consensus-based RFCs (e.g., as the community did in
   [I-D.ietf-mtgvenue-iaoc-venue-selection-process]) and provide more
   detailed input via consultations with the IETF LLC Board (such as
   takes place on email discussion lists or at IETF meetings).

   As part of the responsibilities outlined above the Board is expected
   to work to ensure that IETF LLC:

   o  Acts consistently with ISOC's 501(c)(3) status;

   o  Provides accurate financial statements to ISOC on a timely basis;

   o  Prepares its financial reports in accordance with generally
      accepted accounting principles;




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   o  Provides assistance to help facilitate ISOC's tax compliance,
      including but not limited to assistance related to preparing the
      Form 990 and responding to any IRS questions and audits;

   o  Obtains appropriate insurance, including commercial general
      liability insurance with appropriate limits;

   o  Implements risk management and compliance processes in a manner
      consistent with industry norms.

   The description below outlines the composition of the IETF LLC Board,
   selection of IETF LLC Board Directors, and related details.

4.3.  Board Design Goals

   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
   Board to have the expertise necessary to oversee a small non-profit
   corporation.  The Board is smaller than the previous IAOC and the
   other leadership bodies of the IETF, in part to keep the Board
   focused on its rather limited set of strategic responsibilities as
   noted in Section 4.2.

   This board structure, with limited strategic responsibilities noted
   in Section 4.2 and limited size, together with the staff
   responsibilities noted in Section 4.1, is designed to overcome the
   challenges described in Section 3.1.4 of [I-D.haberman-iasa20dt-recs]
   concerning oversight.  This establishes a clear line of oversight
   over staff performance: the IETF LLC Board oversees the IETF
   Executive Director's performance and has actual legal authority to
   remove a non-performing IETF Executive Director.  The IETF Executive
   Director is responsible for the day-to-day operation of the IETF LLC.

   Finally, the IETF LLC Board would be expected to operate
   transparently, to further address the concern raised in Section 3.3
   of [I-D.haberman-iasa20dt-recs].  The default transparency rule
   arrived at during the IASA 2.0 design process is detailed above in
   Section 3.4.  The Board will need to establish how it will meet that
   commitment.

5.  IETF LLC Board Membership, Selection and Accountability

5.1.  Board Composition

   There is a minimum of 5 directors, expandable to 6 or 7.

   o  1 IETF Chair or delegate selected by the IESG




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   o  1 Appointed by the ISOC Board of Trustees

   o  3 Selected by the IETF NomCom, confirmed by the IESG

   o  Up to 2 Appointed by the IETF LLC board itself, on an as-needed
      basis, confirmed by the IESG

   For the first slot listed above, the presumption is that the IETF
   Chair will serve on the board.  At the IESG's discretion, another
   area director may serve instead, or exceptionally the IESG may run a
   selection process to appoint a director.  The goal of having this
   slot on the board is to maintain coordination and communication
   between the board and the IESG.

5.2.  IETF LLC-Appointed Directors

   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
   two.  These appointments need not be on an exceptional basis, but
   rather be routine, and may occur at any time of the year since it is
   on an as-needed basis.

   The appointment of an IETF LLC Board-appointed Director requires a
   2/3rd-majority vote of the Directors then in office, and the
   appointee shall take office immediately upon appointment.  The term
   of each appointment is designated by the Board, with the maximum term
   being three years, or until their earlier resignation, 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 terms in
   Section 5.4.

5.3.  Recruiting IETF LLC Board Directors

   The IETF LLC Board itself is expected to take an active role in
   recruiting potential new Directors, regardless of the process that
   may be used to appoint them.  In particular, the NomCom is primarily
   focused on considering requirements expressed by the Board and
   others, reviewing community feedback on candidates, conducting
   candidate interviews, and ultimately appointing Directors.  The IETF
   LLC Board and others can recruit potential Directors and get them
   into the consideration process of the NomCom or other appointing
   bodies.

5.4.  IETF LLC Board Director Term Length

   The term length for a Director is three years.  The exceptions to
   this guideline are:




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   o  For the terms for some Directors during the first full formation
      of the IETF LLC Board in order to establish staggered terms and
      for any appointments to fill a vacancy.

   o  The Director slot occupied by the IETF Chair ex officio or a
      delegate selected by the IESG will serve a two-year term.  This
      makes the term length for this slot the same as the term lengths
      established in [RFC7437] (BCP10), Section 3.4.

5.5.  IETF LLC Board Director Limit

   A director may serve no more than two consecutive terms, with at
   least one full term prior to the start of any additional terms.  An
   exception is if a Director role is occupied by the IETF Chair ex
   officio, since that person's service is governed instead by the term
   lengths established in [RFC7437] (BCP10), Section 3.4.

   An exception to the two consecutive term rule is for an IETF LLC-
   appointed Director.  For such a Director, they may serve only one
   term via this appointment method, after which any subsequent terms
   would be occur via other appointment or selection processes (such as
   via the NomCom process).

   Lastly, partial terms of less than three years for the initial
   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.

   The limit on consecutive terms supports the healthy regular
   introduction of new ideas and energy into the Board and mitigates
   potential long-term risk of ossification or conflict, without
   adversely impacting the potential pool of director candidates over
   time.

5.6.  Staggered Terms

   ISOC, the IESG, the Nominating Committee, and the Board are expected
   to coordinate with each other to ensure that collectively their
   appointment or selection processes provide for no more than three
   Directors' terms concluding in the same year.

5.7.  IETF LLC Board Director Removal

   Directors may be removed with or without cause.  A vote in favor of
   removal must be no fewer than the number of Directors less two.  So
   for example, if there are seven directors, then five votes are
   required.  Directors may also be removed via the IETF recall process
   defined in [RFC7437] (BCP10), Section 7.




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5.8.  Filling an IETF LLC Board Director Vacancy

   It shall be the responsibility of each respective body that appointed
   or selected a Director that vacates the Board to appoint a new
   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
   whatever reason, then it is the responsibility of the NomCom (using
   its mid-term rules, as specified in [RFC8318], Section 3.5) as the
   original appointing body to designate a replacement that will serve
   out the remainder of the term of the departed Director.  However,
   this obligation will not apply to vacancies in Board-appointed
   positions.

5.9.  Quorum

   At all meetings of the Board, at least 2/3 of the Directors then in
   office constitute a quorum for the transaction of business.  If a
   quorum is not be present at any meeting of the Board, the Directors
   present thereat may adjourn the meeting without notice other than
   announcement at the meeting, until a quorum is present.

5.10.  Board Voting

   The Board can hold votes during synchronous live meetings of the
   Board (including telephonic and video) or via asynchronous written
   (including electronic) means.  A given vote shall be either conducted
   entirely during a synchronous live meeting or entirely via
   asynchronous written means, not a mix of the two.  Decisions on
   regular IETF LLC matters require a 2/3 majority vote in favor, with
   the exception of removal of a Director as specified in Section 5.7.
   Absentee voting and voting by proxy are not permitted.

5.11.  Interim Board

   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
   a temporary basis until the first full board was constituted.  The
   Interim Board was expected to conclude no later than the end of the
   104th meeting of the IETF, in March 2019.

   The interim Board was comprised of:

   o  The IETF chair, ex officio

   o  The IAOC chair, ex officio

   o  The IAB chair, ex officio




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   o  One ISOC trustee, selected by the ISOC Board of Trustees

5.12.  Board Positions

   Following the formation of the first full IETF LLC Board, and at each
   subsequent annual meeting of the IETF LLC Board, the Directors are
   expected to elect by a majority vote of the IETF LLC Board a Director
   to serve as Board Chair.  The Board may also form committees of the
   Board and/or define other roles for IETF LLC Board Directors as
   necessary.

6.  IETF LLC Funding

   The IETF LLC must function within a budget of costs balanced against
   limited revenues.  The IETF community expects the IETF LLC to work to
   attain that goal, in order to maintain a viable IETF support function
   that provides the environment within which the IETF's technical work
   can remain vibrant and productive.

   The IETF LLC generates income from a few key sources at the time that
   this document was written, as enumerated below.  Additional sources
   of income may be developed in the future, within the general bounds
   noted in Section 6.8, and some of these may decline in 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 for the IETF LLC
   at the time of this writing:

   1.  ISOC support

   2.  IETF meeting revenues

   3.  Donations to the IETF LLC (monetary and/or in-kind)

6.1.  Financial Statements

   As noted in Section 4.2, the IETF LLC must comply with relevant tax
   laws, such as filing an annual IRS Form 990.  Other official
   financial statements may also be required.

   In addition to these official financial statements and forms, the
   IETF LLC is also expected to report on a regular basis to the IETF
   community on the current and future annual budget, budget forecasts
   vs. actuals over the course of a fiscal year, and on other
   significant projects as needed.  This regular reporting to the IETF
   community is expected to be reported in the form of standard
   financial statements that reflect the income, expenses, assets, and
   liabilities of the IETF LLC.




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6.2.  Bank and Investment Accounts

   The IETF LLC maintains its own bank account, separate and distinct
   from ISOC.  The IETF LLC may at its discretion create additional
   accounts as needed.  Similarly, the IETF LLC may as needed create
   investment accounts in support of its financial goals and objectives.

6.3.  Financial Audits

   The IETF LLC is expected to retain and work with an independent
   auditor.  Reports from the auditor are expected to be shared with the
   IETF community and other groups and organizations as needed or as
   required by law.

6.4.  ISOC Financial Support

   ISOC currently provides significant financial support to the IETF
   LLC.  Exhibit B of the [IETF-LLC-A] summarizes the one-time and on-
   going financial support from ISOC for the forseeable future.  It is
   envisioned that this support will be periodically reviewed and
   revised, via a cooperative assessment process between ISOC and the
   IETF LLC.

6.5.  IETF Meeting Revenues

   Meeting revenues are another important source of funding that
   supports the IETF, comining mainly from the fees paid by IETF meeting
   participants.  The IETF Executive Director sets those meeting fees,
   in consultation with the IETF LLC and the IETF community, with formal
   approval by the IETF LLC.  Setting these fees and projecting the
   number of participants at future meetings is a key part of the annual
   budget process.

6.6.  Donations to the IETF LLC

   Donations are an essential component of the financial support for the
   IETF.  Within the general bounds noted in Section 6.8, the IETF LLC
   is responsible for fundraising activities in order to establish,
   maintain, and grow a strong foundation of donation revenues.  This
   can and does include both direct financial contributions as well as
   in-kind contributions, such as equipment, software licenses, and
   services.

   Donations to the IETF LLC shall not convey to donors any special
   oversight or direct influence over the IETF's technical work or other
   activities of the IETF or IETF LLC.  This helps ensure that no undue
   influence may be ascribed to those from whom funds are raised, and so
   helps to maintain an open and consensus-based IETF standards process.



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   To the extent that the IETF LLC needs to undertake any significant
   special projects for the IETF, the IETF LLC may need to fundraise
   distinctly for those special projects.  As a result, the IETF LLC may
   conduct fundraising to support the IETF in general as well as one or
   more special fundraising efforts (which may also be accounted for
   distinctly and be held in a separate bank account or investment, as
   needed).

6.7.  Funding Supports the IETF

   The IETF LLC exists to support the IETF.  Therefore, the IETF LLC's
   funding and all revenues, in-kind contributions, and other income
   that comprise that funding shall be used solely to support IETF-
   related activities and for no other purposes.

6.8.  Charitable Fundraising Practices

   When the IETF LLC conducts fundraising, it substantiates charitable
   contributions on behalf of ISOC.  The IETF LLC evaluates and
   facilitates state, federal, and other applicable law and regulatory
   compliance for ISOC and/or the LLC with respect to such fundraising
   activities.  In addition, the IETF LLC ensures that all fundraising
   activities are conducted in compliance with any policies developed by
   the IETF LLC, including but not limited to those noted in Section 7.

6.9.  Operating Reserve

   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
   operating reserve equal to the IETF LLC's budgeted Net Loss for 2019
   multiplied times three.  The IETF LLC, in cooperation with ISOC, may
   regularly review the financial target for this reserve fund, as noted
   in the [IETF-LLC-A] or as otherwise necessary.

   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
   operating reserve.

6.10.  Annual Budget Process

   As noted in Section 3.3, the IETF LLC is responsible for managing the
   IETF's finances and budget.  A key part of this responsibility is
   establishing, maintaining, and successfully meeting an annual budget.
   This is essential to the continued operation and vibrancy of the
   IETF's technical activities and establishes trust with ISOC and
   donors that funds are being appropriately spent, and that financial
   oversight is being conducted properly.  This is also essential to the




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   IETF LLC meeting applicable legal and tax requirements and is a core
   part of the IETF LLC Board's fiduciary responsibilities.

   As explained in Section 4.1, the IETF Executive Director is expected
   to develop, execute, and report on the annual budget.  Regular
   reporting is expected to include monthly and quarterly forecast vs.
   budget statements, including updated projections of income and
   expenses for the full fiscal year.

   The IETF LLC Board, as explained in Section 4.2, is expected to
   review and approve the budget, as well as to provide ongoing
   oversight of the budget and of any other significant financial
   matters.

   The annual budget is expected to be developed in an open,
   transparent, and collaborative manner, in accordance with
   Section 3.4.  The specific timeline for the development, review, and
   approval of the IETF LLC annual budget is established by the IETF LLC
   Board and may be revised as needed.

7.  IETF LLC Policies

   The Board is expected to maintain policies as necessary to achieve
   the goals of the IETF LLC, meet transparency expectations of the
   community, comply with applicable laws or regulations, or for other
   reasons as appropriate.  All policies are expected to be developed
   with input from the IETF community.  Some policies provided by ISOC
   may provide a useful starting point for the Board to consider.

7.1.  Conflict of Interest Policy

   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
   minimum such policy is expected to include the following:

   o  The IETF, ISOC Board, IAB, or IRTF chair cannot be chair of this
      IETF LLC Board, though they may serve as a Director.

   o  A Director cannot be a paid consultant or employee of the IETF
      Executive Director or their sub-contractors, nor a paid consultant
      or employee of ISOC.

7.2.  Other Policies

   The Board is expected to maintain additional policies for the IETF
   LLC as necessary, covering Directors, employees, and contractors,
   concerning issues such as:




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   o  Acceptance of gifts and other non-cash compensation;

   o  Travel and expense reimbursement;

   o  Anti-bribery;

   o  Code of conduct;

   o  Anti-harassment;

   o  Non-discrimination;

   o  Whistleblower;

   o  Document retention;

   o  Export controls;

   o  Anti-terrorism sanctions;

   o  Data protection and privacy;

   o  Social media

7.3.  Compliance

   The IETF LLC is expected to implement a compliance program to ensure
   its compliance with all applicable laws, rules and regulations,
   including without limitation laws governing bribery, anti-terrorism
   sanctions, export controls, data protection/privacy, as well as other
   applicable policies noted in Section 7.  In addition, actions and
   activities of the IETF LLC must be consistent with 501(c)(3)
   purposes.

   The IETF LLC is expected report to ISOC on the implementation of its
   compliance plan on an annual basis.

8.  Three-Year Assessment

   The IETF LLC, with the involvement of the community, shall conduct
   and complete an assessment of the structure, processes, and operation
   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
   assessment may potentially include recommendations for improvements
   or changes to the IASA2 and/or IETF LLC.






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9.  Security Considerations

   This document describes the structure of the IETF's Administrative
   Aupport Activity (IASA), version 2 (IASA2).  It introduces no
   security considerations for the Internet.

10.  IANA Considerations

   This document has no IANA considerations in the traditional sense.
   However, some of the information in this document may affect how the
   IETF standards process interfaces with the IANA, so the IANA may be
   interested in the contents.

11.  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.

12.  Informative References

   [I-D.haberman-iasa20dt-recs]
              Haberman, B., Arkko, J., Daigle, L., Livingood, J., Hall,
              J., and E. Rescorla, "IASA 2.0 Design Team
              Recommendations", draft-haberman-iasa20dt-recs-03 (work in
              progress), November 2018.

   [I-D.ietf-iasa2-rfc2031bis]
              Camarillo, G. and J. Livingood, "The Updated IETF-ISOC
              Relationship", draft-ietf-iasa2-rfc2031bis-00 (work in
              progress), November 2018.

   [I-D.ietf-iasa2-trust-update]
              Arkko, J. and T. Hardie, "Update to the Process for
              Selection of Trustees for the IETF Trust", draft-ietf-
              iasa2-trust-update-02 (work in progress), October 2018.

   [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.

   [IETF-LLC-A]
              The Internet Society, "Limited Liability Company Agreement
              of IETF Administration LLC", August 2018,
              <https://www.ietf.org/documents/180/
              IETF-LLC-Agreement.pdf>.



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   [ietf101-slides]
              Hall, J., "IASA 2.0 IETF-101 Slides", n.d.,
              <https://datatracker.ietf.org/meeting/101/materials/
              slides-101-iasa20-dt-iasa-slides-00>.

   [ietf102-slides]
              Hall, J., "IASA 2.0 IETF-102 Slides", n.d.,
              <https://datatracker.ietf.org/meeting/102/materials/
              slides-102-iasa2-iasa2-structure-draft-00>.

   [ISOC]     The Internet Society, "Amended and restated By-Laws of the
              Internet Society", July 2018,
              <https://www.internetsociety.org/about-internet-society/
              governance-policies/by-laws/>.

   [ML-memo]  Morgan Lewis, "Options for New Organization to Conduct
              IETF Administrative Support Activities", February 2018,
              <https://mailarchive.ietf.org/arch/msg/iasa20/
              XT_3vfd3OWVFCW335mRrvWuusaI/>.

   [RFC2026]  Bradner, S., "The Internet Standards Process -- Revision
              3", BCP 9, RFC 2026, DOI 10.17487/RFC2026, October 1996,
              <https://www.rfc-editor.org/info/rfc2026>.

   [RFC2031]  Huizer, E., "IETF-ISOC relationship", RFC 2031,
              DOI 10.17487/RFC2031, October 1996,
              <https://www.rfc-editor.org/info/rfc2031>.

   [RFC2850]  Internet Architecture Board and B. Carpenter, Ed.,
              "Charter of the Internet Architecture Board (IAB)",
              BCP 39, RFC 2850, DOI 10.17487/RFC2850, May 2000,
              <https://www.rfc-editor.org/info/rfc2850>.

   [RFC3233]  Hoffman, P. and S. Bradner, "Defining the IETF", BCP 58,
              RFC 3233, DOI 10.17487/RFC3233, February 2002,
              <https://www.rfc-editor.org/info/rfc3233>.

   [RFC3710]  Alvestrand, H., "An IESG charter", RFC 3710,
              DOI 10.17487/RFC3710, February 2004,
              <https://www.rfc-editor.org/info/rfc3710>.

   [RFC4071]  Austein, R., Ed. and B. Wijnen, Ed., "Structure of the
              IETF Administrative Support Activity (IASA)", BCP 101,
              RFC 4071, DOI 10.17487/RFC4071, April 2005,
              <https://www.rfc-editor.org/info/rfc4071>.






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   [RFC4333]  Huston, G., Ed. and B. Wijnen, Ed., "The IETF
              Administrative Oversight Committee (IAOC) Member Selection
              Guidelines and Process", BCP 113, RFC 4333,
              DOI 10.17487/RFC4333, December 2005,
              <https://www.rfc-editor.org/info/rfc4333>.

   [RFC7437]  Kucherawy, M., Ed., "IAB, IESG, and IAOC Selection,
              Confirmation, and Recall Process: Operation of the
              Nominating and Recall Committees", BCP 10, RFC 7437,
              DOI 10.17487/RFC7437, January 2015,
              <https://www.rfc-editor.org/info/rfc7437>.

   [RFC7691]  Bradner, S., Ed., "Updating the Term Dates of IETF
              Administrative Oversight Committee (IAOC) Members",
              BCP 101, RFC 7691, DOI 10.17487/RFC7691, November 2015,
              <https://www.rfc-editor.org/info/rfc7691>.

   [RFC8318]  Dawkins, S., "IAB, IESG, and IAOC Selection, Confirmation,
              and Recall Process: IAOC Advisor for the Nominating
              Committee", BCP 10, RFC 8318, DOI 10.17487/RFC8318,
              January 2018, <https://www.rfc-editor.org/info/rfc8318>.

Authors' Addresses

   Brian Haberman
   Johns Hopkins University

   Email: brian@innovationslab.net


   Joseph Lorenzo Hall
   CDT

   Email: joe@cdt.org


   Jason Livingood
   Comcast

   Email: jason_livingood@comcast.com











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