draft-ietf-iasa2-struct-00.txt   draft-ietf-iasa2-struct-01.txt 
IASA2 B. Haberman IASA2 B. Haberman
Internet-Draft Johns Hopkins University Internet-Draft Johns Hopkins University
Intended status: Informational J. Hall Intended status: Informational J. Hall
Expires: December 23, 2018 CDT Expires: January 17, 2019 CDT
J. Livingood J. Livingood
Comcast Comcast
June 21, 2018 July 16, 2018
Proposed Structure of the IETF Administrative Support Activity (IASA), Proposed Structure of the IETF Administrative Support Activity (IASA),
Version 2.0 (for Discussion) Version 2.0 (for Discussion)
draft-ietf-iasa2-struct-00 draft-ietf-iasa2-struct-01
Abstract Abstract
The IETF Administrative Support Activity (IASA) was originally The IETF Administrative Support Activity (IASA) was originally
established in 2005. In the 13 years from 2005 to 2018, the needs of 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 the IETF have evolved in ways that require changes to its
administrative structure. The purpose of this document is to outline administrative structure. The purpose of this document is to outline
a proposed new "IASA 2.0" structure. The proposal is for the work of 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 the IETF's administrative and fundraising tasks to be conducted by a
new administrative organization, the IETF Administration Limited new administrative organization, the IETF Administration Limited
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Internet-Drafts are working documents of the Internet Engineering Internet-Drafts are working documents of the Internet Engineering
Task Force (IETF). Note that other groups may also distribute Task Force (IETF). Note that other groups may also distribute
working documents as Internet-Drafts. The list of current Internet- working documents as Internet-Drafts. The list of current Internet-
Drafts is at https://datatracker.ietf.org/drafts/current/. Drafts is at https://datatracker.ietf.org/drafts/current/.
Internet-Drafts are draft documents valid for a maximum of six months Internet-Drafts are draft documents valid for a maximum of six months
and may be updated, replaced, or obsoleted by other documents at any and may be updated, replaced, or obsoleted by other documents at any
time. It is inappropriate to use Internet-Drafts as reference time. It is inappropriate to use Internet-Drafts as reference
material or to cite them other than as "work in progress." material or to cite them other than as "work in progress."
This Internet-Draft will expire on December 23, 2018. This Internet-Draft will expire on January 17, 2019.
Copyright Notice Copyright Notice
Copyright (c) 2018 IETF Trust and the persons identified as the Copyright (c) 2018 IETF Trust and the persons identified as the
document authors. All rights reserved. document authors. All rights reserved.
This document is subject to BCP 78 and the IETF Trust's Legal This document is subject to BCP 78 and the IETF Trust's Legal
Provisions Relating to IETF Documents Provisions Relating to IETF Documents
(https://trustee.ietf.org/license-info) in effect on the date of (https://trustee.ietf.org/license-info) in effect on the date of
publication of this document. Please review these documents publication of this document. Please review these documents
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4.10. Staggered Terms . . . . . . . . . . . . . . . . . . . . . 11 4.10. Staggered Terms . . . . . . . . . . . . . . . . . . . . . 11
4.11. LLC Board Director Removal . . . . . . . . . . . . . . . 11 4.11. LLC Board Director Removal . . . . . . . . . . . . . . . 11
4.12. Filling a LLC Board Director Vacancy . . . . . . . . . . 11 4.12. Filling a LLC Board Director Vacancy . . . . . . . . . . 11
4.13. Interim Board . . . . . . . . . . . . . . . . . . . . . . 11 4.13. Interim Board . . . . . . . . . . . . . . . . . . . . . . 11
4.14. First Full Board . . . . . . . . . . . . . . . . . . . . 12 4.14. First Full Board . . . . . . . . . . . . . . . . . . . . 12
4.15. Board Positions . . . . . . . . . . . . . . . . . . . . . 12 4.15. Board Positions . . . . . . . . . . . . . . . . . . . . . 12
5. LLC Policies . . . . . . . . . . . . . . . . . . . . . . . . 12 5. LLC Policies . . . . . . . . . . . . . . . . . . . . . . . . 12
5.1. Conflict of Interest Policy . . . . . . . . . . . . . . . 12 5.1. Conflict of Interest Policy . . . . . . . . . . . . . . . 12
5.2. Other Policies . . . . . . . . . . . . . . . . . . . . . 13 5.2. Other Policies . . . . . . . . . . . . . . . . . . . . . 13
5.3. Compliance . . . . . . . . . . . . . . . . . . . . . . . 13 5.3. Compliance . . . . . . . . . . . . . . . . . . . . . . . 13
6. Board Voting . . . . . . . . . . . . . . . . . . . . . . . . 14 6. Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
6.1. Quorum . . . . . . . . . . . . . . . . . . . . . . . . . 14 7. Board Voting . . . . . . . . . . . . . . . . . . . . . . . . 14
7. Fundraising Practices . . . . . . . . . . . . . . . . . . . . 14 8. Fundraising Practices . . . . . . . . . . . . . . . . . . . . 14
8. Transition Considerations . . . . . . . . . . . . . . . . . . 14 9. Transition Considerations . . . . . . . . . . . . . . . . . . 14
8.1. Initial Tasks of the LLC Board . . . . . . . . . . . . . 15 9.1. Initial Tasks of the LLC Board . . . . . . . . . . . . . 15
9. Acknowledgments . . . . . . . . . . . . . . . . . . . . . . . 15 10. Acknowledgments . . . . . . . . . . . . . . . . . . . . . . . 15
10. Informative References . . . . . . . . . . . . . . . . . . . 16 11. Informative References . . . . . . . . . . . . . . . . . . . 16
Authors' Addresses . . . . . . . . . . . . . . . . . . . . . . . 17 Authors' Addresses . . . . . . . . . . . . . . . . . . . . . . . 17
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 13 years from 2005 to 2018, the needs of 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 the IETF have evolved in ways that require changes to its
administrative structure. The purpose of this document is to outline administrative structure. The purpose of this document is to outline
a proposed new "IASA 2.0" structure. The proposal is for the work of 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 the IETF's administrative and fundraising tasks to be conducted by a
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and organizations involved in confirming IETF and IAB appointments, and organizations involved in confirming IETF and IAB appointments,
the IETF Nominations Committee (NomCom), the Internet Research Task the IETF Nominations Committee (NomCom), the Internet Research Task
Force (IRTF), or ISOC's memberships in or support of other Force (IRTF), or ISOC's memberships in or support of other
organizations. organizations.
If the community decides to make changes to IASA along the lines If the community decides to make changes to IASA along the lines
sketched out in this document, normative changes to IETF processes sketched out in this document, normative changes to IETF processes
will need to be documented in an RFC. Additional legal documents will need to be documented in an RFC. Additional legal documents
(e.g., certificate of formation, operating agreement, transition and (e.g., certificate of formation, operating agreement, transition and
shared services agreement) relating to the legal entity would provide shared services agreement) relating to the legal entity would provide
the official, legal definitions of processes, roles, etc. Section 8 the official, legal definitions of processes, roles, etc. Section 9
sketches some initial thoughts about transition; publishing a sketches some initial thoughts about transition; publishing a
detailed transition plan would likely also be useful. detailed transition plan would likely also be useful.
2.1. Operating Agreement with the Internet Society 2.1. Operating Agreement with the Internet Society
The Operating Agreement (OA) is also out of scope for this document. The Operating Agreement (OA) is also out of scope for this document.
The OA will be developed between the IETF and ISOC and is expected to The OA will be developed between the IETF and ISOC and is expected to
include all critical terms, while still enabling maximum unilateral include all critical terms, while still enabling maximum unilateral
flexibility for the LLC Board. Thus, it is anticipated that the OA flexibility for the LLC Board. Thus, it is anticipated that the OA
will include only basic details about how the Board manages itself or will include only basic details about how the Board manages itself or
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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 NOC's operation of the meeting network, and some
outreach and communications activities conducted by the EDU and outreach and communications activities conducted by the EDU and
Mentoring Directorate. The LLC staff would be expected to respect Mentoring Directorate. The LLC staff would be expected to respect
the IETF community's wishes about community involvement in these and the IETF community's wishes about community involvement in these and
other functions going forward as long as the staff feels that they other functions going forward as long as the staff feels that they
can meet the otherwise-stated needs of the community. Establishing can meet the otherwise-stated needs of the community. Establishing
the framework to allow the LLC to staff each administrative function the framework to allow the LLC to staff each administrative function
as appropriate may require the IETF community to document its as appropriate may require the IETF community to document its
consensus expectations in areas where no documentation currently consensus expectations in areas where no documentation currently
exists (see Section 8). exists (see Section 9).
In summary, the LLC Executive Director, with support from the team In summary, the LLC Executive Director, with support from the team
that they alone direct and lead, will be responsible for: * that they alone direct and lead, will be responsible for: *
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 LLC Board. * financial planning documents at the direction of the LLC Board. *
Executing on the annual budget, including reporting to the LLC Board Executing on the annual budget, including reporting to the LLC Board
regularly with forecasts and actual performance to budget. * Hiring regularly with forecasts and actual performance to budget. * Hiring
and/or contracting the necessary resources to meet their goals, and/or contracting the necessary resources to meet their goals,
within the defined limits of their authority and within the approved within the defined limits of their authority and within the approved
budget. This includes managing and leading any such resources, budget. This includes managing and leading any such resources,
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The structure of the Board of Directors of the LLC shall be composed The structure of the Board of Directors of the LLC shall be composed
of up to seven people as follows: of up to seven people as follows:
o 4 Appointed by the IETF NomCom, confirmed by the IESG o 4 Appointed by the IETF NomCom, confirmed by the IESG
o 1 IETF Chair ex officio or other person selected by the IESG o 1 IETF Chair ex officio or other person selected by the IESG
o 1 Appointed by the ISOC Board of Trustees o 1 Appointed by the ISOC Board of Trustees
o 1 Appointed by the LLC Board itself, confirmed by IAB o 1 Appointed by the LLC Board itself, confirmed by IESG
4.7. Recruiting LLC Board Directors 4.7. Recruiting LLC Board Directors
The LLC Board itself, as well as the community as a whole, should The LLC Board itself, as well as the community as a whole, should
take an active role in recruiting potential new Directors, regardless take an active role in recruiting potential new Directors, regardless
of the process that may be used to appoint them. In particular, the of the process that may be used to appoint them. In particular, the
NomCom is primarily focused on considering requirements expressed by NomCom is primarily focused on considering requirements expressed by
the Board and others, reviewing community feedback on candidates, the Board and others, reviewing community feedback on candidates,
conducting candidate interviews, and ultimately appointing Directors. conducting candidate interviews, and ultimately appointing Directors.
The LLC Board and others can recruit potential Directors and get them The LLC Board and others can recruit potential Directors and get them
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remainder of the term of the departed Director. remainder of the term of the departed Director.
4.13. Interim Board 4.13. Interim Board
An initial interim Board will be necessary in order to legally form 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 and bootstrap the LLC. As a result, an interim Board will be formed
on a temporary basis until the first full board is constituted. on a temporary basis until the first full board is constituted.
The interim Board shall be comprised of: The interim Board shall be comprised of:
o The current IETF chair, ex officio o The IETF chair, ex officio
o The current ISOC chair, ex officio o The IAOC chair, ex officio
o The current IAOC chair, ex officio o The IAB chair, ex officio
o The current IAB chair, ex officio o 1 ISOC trustee, selected by the BoT
4.14. First Full Board 4.14. First Full Board
A minimum of five Directors must be seated in order for the Board to A minimum of five Directors must be seated in order for the Board to
be constituted, and the Interim Board to be dissolved. The first be constituted, and the Interim Board to be dissolved. Accordingly,
full board MUST be formed no later than the end of the first quarter the following steps must take place to ensure that this occurs on a
of 2019. Accordingly, the following steps must take place to ensure timely basis:
that this occurs as soon as possible:
o The IESG shall make their appointment no later than December 31, o The IESG shall make their appointment no later than January 31,
2018. 2019.
o ISOC shall make their appointment no later than December 31, 2018. o ISOC shall make their appointment no later than January 31, 2019.
o The NomCom shall make their appointments no later than December o The NomCom shall make their appointments no later than January 31,
31, 2018. 2019.
o These initial LLC Board members shall make their appointment(s) o These initial LLC Board members shall make their appointment(s)
before the end of March 2019. before the end of June 2019.
4.15. Board Positions 4.15. Board Positions
Following the formation of the first full LLC Board, and at each Following the formation of the first full LLC Board, and at each
subsequent annual meeting of the LLC Board, the Directors shall elect 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 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 Chair. The Board may also form committees of the Board and/or define
other roles for LLC Board Directors as necessary. other roles for LLC Board Directors as necessary.
5. LLC Policies 5. LLC Policies
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The LLC shall develop and implement a compliance program to ensure The LLC shall develop and 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 5. In addition, actions and applicable policies noted in Section 5. In addition, actions and
activities of the LLC must be consistent with 501(c)(3) purposes. activities of the LLC must be consistent with 501(c)(3) purposes.
The LLC shall report to ISOC on the implementation of its compliance The LLC shall report to ISOC on the implementation of its compliance
plan on an annual basis. plan on an annual basis.
6. Board Voting 6. Quorum
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 4.11. Absentee voting
and voting by proxy shall not be permitted.
6.1. Quorum
At all meetings of the Board, at least 2/3 of the Directors then in At all meetings of the Board, at least 2/3 of the Directors then in
office shall constitute a quorum for the transaction of business. If office shall constitute a quorum for the transaction of business. If
a quorum shall not be present at any meeting of the Board, the a quorum shall not be present at any meeting of the Board, the
Directors present thereat may adjourn the meeting without notice Directors present thereat may adjourn the meeting without notice
other than announcement at the meeting, until a quorum shall be other than announcement at the meeting, until a quorum shall be
present. present.
7. Fundraising Practices 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 4.11. Absentee voting
and voting by proxy shall not be permitted.
8. Fundraising Practices
When the LLC conducts fundraising, it will substantiate charitable When the LLC conducts fundraising, it will substantiate charitable
contributions on behalf of ISOC. The LLC will evaluate and contributions on behalf of ISOC. The LLC will evaluate and
facilitate state, federal, and other applicable law and regulatory facilitate state, federal, and other applicable law and regulatory
compliance for ISOC and/or the LLC with respect to such fundraising compliance for ISOC and/or the LLC with respect to such fundraising
activities. In addition, the LLC shall ensure that all fundraising activities. In addition, the LLC shall ensure that all fundraising
activities are conducted in compliance with any policies developed by activities are conducted in compliance with any policies developed by
the LLC, including but not limited to those noted in Section 5. the LLC, including but not limited to those noted in Section 5.
8. Transition Considerations 9. Transition Considerations
Conducting a transition as envisioned in this document will encompass Conducting a transition as envisioned in this document will encompass
many different work activities and will require action, involvement, many different work activities and will require action, involvement,
support, and/or feedback from groups and individuals across the IETF support, and/or feedback from groups and individuals across the IETF
community. The transition is likely to proceed in these steps but community. The transition is likely to proceed in these steps but
the community should remain flexible and adapt this plan as changes the community should remain flexible and adapt this plan as changes
occur and complications inevitably arise. occur and complications inevitably arise.
Phase 1: LLC Formation * The LLC is formed with an Interim Board (see Phase 1: LLC Formation * The LLC is formed with an Interim Board (see
{#interim-board}) * The IAOC continues to operate as usual, such as {#interim-board}) * The IAOC continues to operate as usual, such as
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RFC 7437 is started, reflecting this change RFC 7437 is started, reflecting this change
Phase 2: Transition from IAOC to LLC * The LLC's Interim Board and Phase 2: Transition from IAOC to LLC * The LLC's Interim Board and
IAOC shall agree to a transition schedule to transition IAOC IAOC shall agree to a transition schedule to transition IAOC
responsibilities one-by-one to the LLC * This phase MUST conclude responsibilities one-by-one to the LLC * This phase MUST conclude
prior to the expiration of IAOC member terms in 1Q2019 prior to the expiration of IAOC member terms in 1Q2019
Phase 3: Transition Complete * First full board is seated (see Phase 3: Transition Complete * First full board is seated (see
{#first-full-board}) * All responsibilities of the IAOC have been {#first-full-board}) * All responsibilities of the IAOC have been
assumed by the LLC * The IAOC can then be shut down assumed by the LLC * The IAOC can then be shut down
8.1. Initial Tasks of the LLC Board 9.1. Initial Tasks of the LLC Board
The initial tasks of the LLC Board should be prioritized according to The initial tasks of the LLC Board should be prioritized according to
legal necessity and relative importance. Below are suggested legal necessity and relative importance. Below are suggested
priorities to consider as and after the LLC is formed. priorities to consider as and after the LLC is formed.
High priority for the Interim Board: 1 - Form the LLC legally 2 - 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 Setup a bank account so that funds can be moved over 3 - Transfer all
necessary contracts from ISOC/IAOC to the LLC 4 - Establish & necessary contracts from ISOC/IAOC to the LLC 4 - Establish &
implement a process to pay any employees or contractors, as necessary implement a process to pay any employees or contractors, as necessary
5 - Agree to a transition schedule with the IAOC 6 - Secure any 5 - Agree to a transition schedule with the IAOC 6 - Secure any
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threshold", above which the Board must approve any contracts, threshold", above which the Board must approve any contracts,
expenditures, or other commitments. expenditures, or other commitments.
Once the Executive Director and any additional staff are hired, it Once the Executive Director and any additional staff are hired, it
would be expected for LLC to: * Do a thorough review of existing would be expected for LLC to: * Do a thorough review of existing
contracts, community volunteer arrangements, and administrative contracts, community volunteer arrangements, and administrative
assets to determine the need for initial changes. * Assess areas assets to determine the need for initial changes. * Assess areas
where the IETF community needs to document its consensus, e.g., where the IETF community needs to document its consensus, e.g.,
expectations about community involvement in NOC or tools efforts. expectations about community involvement in NOC or tools efforts.
9. Acknowledgments 10. Acknowledgments
Thanks to Jari Arkko, Richard Barnes, Alissa Cooper, Sean Turner and Thanks to Jari Arkko, Richard Barnes, Alissa Cooper, Sean Turner and
the IASA 2.0 Working Group for discussions of possible structures, the IASA 2.0 Working Group for discussions of possible structures,
and to the attorneys of Morgan Lewis and Brad Biddle for legal and to the attorneys of Morgan Lewis and Brad Biddle for legal
advice. advice.
10. Informative References 11. Informative References
[Diagrams] [Diagrams]
Barnes, R., "IASA 2.0 Strawman Diagram", n.d., Barnes, R., "IASA 2.0 Strawman Diagram", n.d.,
<https://ipv.sx/iasa2.0/IASA-Strawman.pdf>. <https://ipv.sx/iasa2.0/IASA-Strawman.pdf>.
[Diagrams-no-trust] [Diagrams-no-trust]
Barnes, R., "IASA 2.0 Strawman Diagram, IETF Trust Not Barnes, R., "IASA 2.0 Strawman Diagram, IETF Trust Not
Shown", n.d., Shown", n.d.,
<https://ipv.sx/iasa2.0/IASA-Strawman-NoTrust.pdf>. <https://ipv.sx/iasa2.0/IASA-Strawman-NoTrust.pdf>.
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