IASA2 B. Haberman
Internet-Draft Johns Hopkins University
Intended status: Informational J. Hall
Expires: February 10, 2019 CDT
J. Livingood
August 09, 2018

Proposed Structure of the IETF Administrative Support Activity (IASA), Version 2.0


The IETF Administrative Support Activity (IASA) was originally established in 2005. In the 13 years from 2005 to 2018, the needs of the IETF have evolved in ways that require changes to its administrative structure. The purpose of this document is to outline a proposed new “IASA 2.0” structure. The proposal is for the work of the IETF’s administrative and fundraising tasks to be conducted by a new administrative organization, the IETF Administration Limited Liability Corporation (“LLC”). Under the proposal, the Internet Administrative Oversight Committee (IAOC) will be eliminated, and its oversight and advising functions transferred to the new LLC Board.

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 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 February 10, 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

The IETF Administrative Support Activity (IASA) was originally established in 2005. In the 13 years from 2005 to 2018, the needs of the IETF have evolved in ways that require changes to its administrative structure. The purpose of this document is to outline a proposed new “IASA 2.0” structure. The proposal is for the work of the IETF’s administrative and fundraising tasks to be conducted by a new administrative organization, the IETF Administration Limited Liability Corporation (“LLC”). Under the proposal, the Internet Administrative Oversight Committee (IAOC) will be eliminated, and its oversight and advising functions transferred to the new LLC Board. This document explores all of the details involved in the proposal.

[I-D.haberman-iasa20dt-recs] discusses the challenges facing the current structure as well as several options for reorganizing the IETF’s administration under different legal structures. This document outlines how such an organization will be structured and describes how the organization will fit together with existing and new IETF community structures.

This document outlines the high level details of the planned “IASA 2.0” arrangement, some of which are dependent on the choice of legal structure. The point of this document 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]. Changes will subsequently be required in a replacement of RFC 4071 (BCP 101) and RFC 4371, which are of course based on IETF community input and the work in the IASA2 working group.

The proposal in this document is to transfer most of the responsibilities that RFC 4071 currently assigns to the Internet Administrative Director (IAD) and Internet Society (ISOC) to the newly created LLC. The IAOC will be eliminated, and its oversight and advising functions transferred to the LLC Board. It will be the job of LLC to meet the administrative needs of the IETF and ensure that LLC and IASA 2.0 meet the needs of the IETF community.

Eliminating the IAOC means that there will need to be another way for trustees to be appointed for the IETF Trust. The details of how this is done is outside the scope of this document.

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 Nominations Committee (NomCom), the Internet Research Task Force (IRTF), or ISOC’s memberships in or support of other organizations.

If the community decides to make changes to its administrative process along the lines outlined in this document, normative changes to IETF processes will need to be documented in one or more additional RFCs. Additional legal documents (e.g., certificate of formation, operating agreement, transition and shared services agreement) relating to the legal entity would provide the official, legal definitions of processes, roles, etc. Section 9 lists some initial thoughts about transition; publishing a detailed transition plan would likely also be useful.

2.1. Operating Agreement with the Internet Society

The Operating Agreement (OA) is also out of scope for this document. The OA is being developed between the IETF and ISOC and is expected to include all critical terms, while still enabling maximum unilateral flexibility for the LLC Board. Thus, it is anticipated that the OA will include only basic details about how the Board manages itself or manages LLC staff, so that the LLC Board has flexibility to make changes without amending the OA. The LLC Board can independently develop policy or procedures documents that fill gaps.

3. Key Differences from the IASA 1.0 Structure

4. IETF Administration LLC

4.1. General LLC Responsibilities

The LLC will be established to provide administrative support to the IETF. It will have no authority over the standards development activities of the IETF.

The proposed responsibilities of the LLC are:

The manner by which these responsibilities under the 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 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 will be eliminated. Finally, having the LLC reside in a defined, distinct legal entity, and taking responsibility for operations, will enable the organization to execute its own contracts without the need for review and approval by ISOC.

4.2. LLC Working Principles

The LLC will be expected to conduct its work according to the following proposed principles:

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.

4.3. LLC Board Responsibilities

The LLC Board will be responsible for conducting oversight of LLC’s execution of its responsibilities, as described in Section 4.1. They have duties of loyalty, care, and good faith. This includes the responsibility to:

The Board will be an oversight body, with responsibilities limited to those listed above. It will not directly conduct any of the IETF’s administrative work, which is the day-to-day job of the Executive Director at their team.

The role of the LLC Board will be to ensure that the strategy and conduct of 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 is aiming to do in [I-D.ietf-mtgvenue-iaoc-venue-selection-process]) and provide more detailed input via consultations with the LLC Board (such as takes place on email discussion lists or at IETF meetings).

As part of the responsibilities outlined above, some of which is outlined further in (TODO: reference board-policies document) the Board shall work to ensure that LLC will:

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

4.4. Executive Director and Staff Responsibilities

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

Allowing for the division of responsibilities among multiple staff members and contractors should hopefully 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 currently undertaken by the IAD and others involved in the IETF administration who are not currently in contracted roles, it is anticipated that the Executive Director may need to hire multiple additional staff members. For example, there will likely be a need for 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.

The IETF currently benefits 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). The IETF budget currently reflects 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 will be at the discretion of the 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 EDU and Mentoring Directorate. The LLC staff would be 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 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 (see Section 9).

In summary, the LLC Executive Director, with support from the team that they alone direct and lead, will be responsible for:

4.5. Board Design Goals

A goal of this proposed Board composition is to balance the need for the 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 current 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 4.3.

This board structure, with limited strategic responsibilities noted in Section 4.3 and limited size, together with the staff responsibilities noted in Section 4.4, 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 Board oversees the Executive Director’s performance and has actual legal authority to remove a non-performing Executive Director. The Executive Director is responsible for the day-to-day operation of the LLC.

Finally, the 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 in Section 4.2. The Board will need to establish how it will meet that commitment.

4.6. Board Composition

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

4.7. LLC-Appointed Directors

As noted above, a maximum of two Directors may be appointed by the 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 a 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 shall be 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 4.9.

4.8. Recruiting LLC Board Directors

The LLC Board itself should 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 LLC Board and others can recruit potential Directors and get them into the consideration process of the NomCom or other appointing bodies.

4.9. LLC Board Director Term Length

The term length for a Director shall be three years in length. The exceptions to this guideline will be for the terms for some Directors during the first full formation of the LLC Board in order to establish staggered terms and for any appointments to fill a vacancy. The final exception is if a Director role is occupied by the IETF Chair ex officio, since that person’s term length is governed instead by the term lengths established in [RFC7437] (BCP10), Section 3.4.

4.10. 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 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 Section 4.15, 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.

4.11. Staggered Terms

ISOC, the IESG, the Nominating Committee, and the Board shall 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.

4.12. 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. Directors may also be removed via the IETF recall process defined in [RFC7437] (BCP10), Section 7. 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.

4.13. Filling a 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. However this obligation will not apply to vacancies in Board-appointed positions. 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 it’s 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.

4.14. Interim Board

An initial interim Board will be necessary in order to legally form and bootstrap the LLC. As a result, an Interim Board will be formed on a temporary basis until the first full board is constituted. Barring unforseen circumstances, the Interim Board should conclude no later than the end of the 104th meeting of the IETF, in March 2019.

The interim Board shall be comprised of:

4.15. First Full Board

A minimum of five Directors must be seated in order for the Board to be constituted, and then the Interim Board will be dissolved. Accordingly, the following steps must take place to ensure that this occurs on a timely basis:

If these bodies can make their appointments sooner, then by all means they should do so in order to enable the first full board to begin as soon as possible. This is particularly so for the NomCom. If the NomCom can make their appointments sooner, then the first full board could be constituted in time for IETF 104 (March 23-29, 2019).

4.16. Board Positions

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

5. LLC Policies

The Board shall develop policies as necessary to achieve the goals of the LLC, meet transparency expectations of the community, comply with applicable laws or regulations, or for other reasons as appropriate. All policies should be developed with input from the IETF community. Some policies of ISOC may provide a good starting point from which the Board can begin.

5.1. Conflict of Interest Policy

The Board shall develop a Conflict of Interest policy for the LLC. While the details shall be determined by the Board, at a minimum such policy will include the following:

5.2. Other Policies

The Board shall develop additional policies for the LLC as necessary, covering Directors, employees, and contractors, concerning issues such as:

5.3. Compliance

The LLC shall develop and 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 5. In addition, actions and activities of the LLC must be consistent with 501(c)(3) purposes.

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

6. Quorum

At all meetings of the Board, at least 2/3 of the Directors then in office shall constitute a quorum for the transaction of business. If a quorum shall 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 shall be present.

7. 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. Decisions on regular LLC matters shall be made by a 2/3 majority vote in favor, with the exception of removal of a Director as specified in Section 4.12. Absentee voting and voting by proxy shall not be permitted.

8. Fundraising Practices

When the LLC conducts fundraising, it will substantiate charitable contributions on behalf of ISOC. The LLC will evaluate and facilitate state, federal, and other applicable law and regulatory compliance for ISOC and/or the LLC with respect to such fundraising activities. In addition, the LLC shall ensure that all fundraising activities are conducted in compliance with any policies developed by the LLC, including but not limited to those noted in Section 5.

9. Transition Considerations

Conducting a transition as envisioned in this document will encompass many different work activities and will require action, involvement, support, and/or feedback from groups and individuals across the IETF community. The transition is likely to proceed in these steps but the community should remain flexible and adapt this plan as changes occur and complications inevitably arise.

Phase 1: LLC Formation

Phase 2: Transition from IAOC to LLC

Phase 3: Transition Complete

9.1. Initial Tasks of the LLC Board

The initial tasks of the LLC Board should be prioritized according to legal necessity and relative importance. Below are suggested priorities to consider as and after the LLC is formed.

High priority for the Interim Board:

1 – Form the LLC legally

2 – Setup a bank account so that funds can be moved over

3 – Transfer all necessary contracts from ISOC/IAOC to the LLC

4 – Establish & implement a process to pay any employees or contractors, as necessary

5 - Agree to a transition schedule with the IAOC

6 - Secure any necessary insurance such as Commercial General Liability and other appropriate insurance policies, with appropriate coverage limits

Medium Priority for the Interim Board:

1 – Create a job description for the IETF Executive Director

2 - Initiate the process of beginning to search for an IETF Executive Director and/or outline a process to do so and defer it to the first full board, as appropriate

Low Priority for the Interim Board / First Tasks of the Full Board:

1 – Develop all necessary LLC policies

2 – Develop all necesssary Board operating procedures and bylaws

3 – Determine the employee benefits/salary framework and/or make associated staffing decisions

4 – Interview and hire an IETF Executive Director (targeting 1H2019)

The first full Board will also need to focus on the following tasks:

Once the Executive Director and any additional staff are hired, it would be expected for LLC to:

10. Three-Year Assessment

The LLC, with the involvement of the community, shall conduct and complete an assessment of the structure, processes, and operation of the IASA and 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 in the IASA and/or LLC.

11. Acknowledgments

Thanks to Jari Arkko, Richard Barnes, Alissa Cooper, Sean Turner and the IASA 2.0 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", Internet-Draft draft-haberman-iasa20dt-recs-02, April 2018.
[I-D.ietf-mtgvenue-iaoc-venue-selection-process] Lear, E., "IETF Plenary Meeting Venue Selection Process", Internet-Draft draft-ietf-mtgvenue-iaoc-venue-selection-process-16, June 2018.
[ietf101-slides] Hall, J., "IASA 2.0 IETF-101 Slides", n.d..
[ietf102-slides] Hall, J., "IASA 2.0 IETF-102 Slides", n.d..
[ML-memo] Morgan Lewis, "Options for New Organization to Conduct IETF Administrative Support Activities", February 2018.
[RFC7437] Kucherawy, M., "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.
[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.

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