draft-ietf-iasa2-struct-01.txt   draft-ietf-iasa2-struct-02.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: January 17, 2019 CDT Expires: January 25, 2019 CDT
J. Livingood J. Livingood
Comcast Comcast
July 16, 2018 July 24, 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
draft-ietf-iasa2-struct-01 draft-ietf-iasa2-struct-02
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 January 17, 2019. This Internet-Draft will expire on January 25, 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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2. Scope Limitation . . . . . . . . . . . . . . . . . . . . . . 4 2. Scope Limitation . . . . . . . . . . . . . . . . . . . . . . 4
2.1. Operating Agreement with the Internet Society . . . . . . 4 2.1. Operating Agreement with the Internet Society . . . . . . 4
3. Key Differences from the IASA 1.0 Structure . . . . . . . . . 4 3. Key Differences from the IASA 1.0 Structure . . . . . . . . . 4
4. IETF Administration LLC . . . . . . . . . . . . . . . . . . . 5 4. IETF Administration LLC . . . . . . . . . . . . . . . . . . . 5
4.1. General LLC Responsibilities . . . . . . . . . . . . . . 5 4.1. General LLC Responsibilities . . . . . . . . . . . . . . 5
4.2. LLC Working Principles . . . . . . . . . . . . . . . . . 5 4.2. LLC Working Principles . . . . . . . . . . . . . . . . . 5
4.3. LLC Board Responsibilities . . . . . . . . . . . . . . . 6 4.3. LLC Board Responsibilities . . . . . . . . . . . . . . . 6
4.4. Executive Director and Staff Responsibilities . . . . . . 8 4.4. Executive Director and Staff Responsibilities . . . . . . 8
4.5. Board Design Goals . . . . . . . . . . . . . . . . . . . 9 4.5. Board Design Goals . . . . . . . . . . . . . . . . . . . 9
4.6. Board Composition . . . . . . . . . . . . . . . . . . . . 10 4.6. Board Composition . . . . . . . . . . . . . . . . . . . . 10
4.7. Recruiting LLC Board Directors . . . . . . . . . . . . . 10 4.7. LLC-Appointed Directors . . . . . . . . . . . . . . . . . 10
4.8. LLC Board Director Term Length . . . . . . . . . . . . . 10 4.8. Recruiting LLC Board Directors . . . . . . . . . . . . . 10
4.9. LLC Board Director Limit . . . . . . . . . . . . . . . . 10 4.9. LLC Board Director Term Length . . . . . . . . . . . . . 11
4.10. Staggered Terms . . . . . . . . . . . . . . . . . . . . . 11 4.10. LLC Board Director Limit . . . . . . . . . . . . . . . . 11
4.11. LLC Board Director Removal . . . . . . . . . . . . . . . 11 4.11. Staggered Terms . . . . . . . . . . . . . . . . . . . . . 11
4.12. Filling a LLC Board Director Vacancy . . . . . . . . . . 11 4.12. LLC Board Director Removal . . . . . . . . . . . . . . . 11
4.13. Interim Board . . . . . . . . . . . . . . . . . . . . . . 11 4.13. Filling a LLC Board Director Vacancy . . . . . . . . . . 12
4.14. First Full Board . . . . . . . . . . . . . . . . . . . . 12 4.14. Interim Board . . . . . . . . . . . . . . . . . . . . . . 12
4.15. Board Positions . . . . . . . . . . . . . . . . . . . . . 12 4.15. First Full Board . . . . . . . . . . . . . . . . . . . . 12
5. LLC Policies . . . . . . . . . . . . . . . . . . . . . . . . 12 4.16. Board Positions . . . . . . . . . . . . . . . . . . . . . 13
5.1. Conflict of Interest Policy . . . . . . . . . . . . . . . 12 5. LLC Policies . . . . . . . . . . . . . . . . . . . . . . . . 13
5.1. Conflict of Interest Policy . . . . . . . . . . . . . . . 13
5.2. Other Policies . . . . . . . . . . . . . . . . . . . . . 13 5.2. Other Policies . . . . . . . . . . . . . . . . . . . . . 13
5.3. Compliance . . . . . . . . . . . . . . . . . . . . . . . 13 5.3. Compliance . . . . . . . . . . . . . . . . . . . . . . . 14
6. Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 6. Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
7. Board Voting . . . . . . . . . . . . . . . . . . . . . . . . 14 7. Board Voting . . . . . . . . . . . . . . . . . . . . . . . . 14
8. Fundraising Practices . . . . . . . . . . . . . . . . . . . . 14 8. Fundraising Practices . . . . . . . . . . . . . . . . . . . . 14
9. Transition Considerations . . . . . . . . . . . . . . . . . . 14 9. Transition Considerations . . . . . . . . . . . . . . . . . . 15
9.1. Initial Tasks of the LLC Board . . . . . . . . . . . . . 15 9.1. Initial Tasks of the LLC Board . . . . . . . . . . . . . 15
10. Acknowledgments . . . . . . . . . . . . . . . . . . . . . . . 15 10. 2-Year or 3-Year Assessment . . . . . . . . . . . . . . . . . 16
11. Informative References . . . . . . . . . . . . . . . . . . . 16 11. Acknowledgments . . . . . . . . . . . . . . . . . . . . . . . 16
12. 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
skipping to change at page 3, line 26 skipping to change at page 3, line 26
oversight and advising functions transferred to the new LLC Board. oversight and advising functions transferred to the new LLC Board.
This document explores all of the details involved in the proposal. This document explores all of the details involved in the proposal.
[I-D.haberman-iasa20dt-recs] discusses the challenges facing the [I-D.haberman-iasa20dt-recs] discusses the challenges facing the
current structure as well as several options for reorganizing the current structure as well as several options for reorganizing the
IETF's administration under different legal structures. This IETF's administration under different legal structures. This
document outlines how such an organization will be structured and document outlines how such an organization will be structured and
describes how the organization will fit together with existing and describes how the organization will fit together with existing and
new IETF community structures. new IETF community structures.
This document outlines some details of a potential "IASA 2.0" This document outlines the high level details of the planned "IASA
arrangement. Some of the details of the organizational structure are 2.0" arrangement, some of which are dependent on the choice of legal
dependent on the choice of legal structure, but others are not. The structure. The point of this document has been to solicit community
point of this document is to solicit community input about how to input about how to address the challenges identified in
address the challenges identified in [I-D.haberman-iasa20dt-recs]. [I-D.haberman-iasa20dt-recs], and included much debate on the IASA2
Ultimately, if the IETF community decides to make changes to IASA, mailing list and the IASA2 working group meetings at IETF 101
those changes will subsequently be documented in a replacement of RFC [ietf101-slides] and IETF 102 [ietf102-slides]. Changes will
4071 (BCP 101) and RFC 4371. 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 The proposal in this document is to transfer most of the
responsibilities that RFC 4071 currently assigns to the Internet responsibilities that RFC 4071 currently assigns to the Internet
Administrative Director (IAD) and Internet Society (ISOC) to the Administrative Director (IAD) and Internet Society (ISOC) to the
newly created LLC. The IAOC would be eliminated, and its oversight newly created LLC. The IAOC will be eliminated, and its oversight
and advising functions transferred to the LLC Board. It would be the 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 job of LLC to meet the administrative needs of the IETF and ensure
that LLC and IASA 2.0 is meeting the needs of the IETF community. 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 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 trustees to be appointed for the IETF Trust. The details of how this
is done are outlined in (PLACEHOLDER: FILL IN WITH I-D NAME IN FUTURE is done will be outlined in a subsequent working group Internet
UPDATE). draft.
The proposal in this document is depicted visually in [Diagrams]
showing the IETF Trust and [Diagrams-no-trust] not showing the IETF
Trust. (NOTE: DIAGRAMS WILL BE UPDATED AS CONSENSUS FURTHER
DEVELOPS, IN A FUTURE UPDATE)
2. Scope Limitation 2. Scope Limitation
The document does not propose any changes to anything related to the The document does not propose any changes to anything related to the
oversight or steering of the standards process as currently conducted oversight or steering of the standards process as currently conducted
by the Internet Engineering Steering Group (IESG) and Internet by the Internet Engineering Steering Group (IESG) and Internet
Architecture Board (IAB), the appeals chain, the process for making Architecture Board (IAB), the appeals chain, the process for making
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 outlined in this document, normative changes to IETF processes will
will need to be documented in an RFC. Additional legal documents need to be documented in one or more RFCs. Additional legal
(e.g., certificate of formation, operating agreement, transition and documents (e.g., certificate of formation, operating agreement,
shared services agreement) relating to the legal entity would provide transition and shared services agreement) relating to the legal
the official, legal definitions of processes, roles, etc. Section 9 entity would provide the official, legal definitions of processes,
sketches some initial thoughts about transition; publishing a roles, etc. Section 9 lists some initial thoughts about transition;
detailed transition plan would likely also be useful. publishing a 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 is being developed between the IETF and ISOC and is expected
include all critical terms, while still enabling maximum unilateral to include all critical terms, while still enabling maximum
flexibility for the LLC Board. Thus, it is anticipated that the OA unilateral flexibility for the LLC Board. Thus, it is anticipated
will include only basic details about how the Board manages itself or that the OA will include only basic details about how the Board
manages LLC staff, so that the LLC Board has flexibility to make manages itself or manages LLC staff, so that the LLC Board has
changes without amending the OA. The LLC Board can independently flexibility to make changes without amending the OA. The LLC Board
develop policy or procedures documents that fill gaps. can independently develop policy or procedures documents that fill
gaps.
3. Key Differences from the IASA 1.0 Structure 3. Key Differences from the IASA 1.0 Structure
o The IAOC and IAD roles defined in RFC 4071 are eliminated. (NOTE: o The IAOC and IAD roles defined in RFC 4071 are eliminated.
ONE WG TASK IS TO REPLACE RFC 4071)
o The ISOC and IAD responsibilities described in RFC 4071 are o The ISOC and IAD responsibilities described in RFC 4071 are
assigned to a new organization, IETF Administration LLC. assigned to a new organization, IETF Administration LLC.
o The Board of Directors of the LLC - formerly a multi-member o The Board of Directors of the LLC - formerly a multi-member
"manager" of the LLC on behalf of ISOC - will assume the oversight "manager" of the LLC on behalf of ISOC - will assume the oversight
responsibilities of the IAOC. responsibilities of the IAOC.
o The Board of the LLC shall be more focused on strategy and o The Board of the LLC shall be more focused on strategy and
oversight, with the Executive Director and their team in charge of oversight, with the Executive Director and their team in charge of
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Finally, the Board would be expected to operate transparently, to Finally, the Board would be expected to operate transparently, to
further address the concern raised in Section 3.3 of further address the concern raised in Section 3.3 of
[I-D.haberman-iasa20dt-recs]. The default transparency rule arrived [I-D.haberman-iasa20dt-recs]. The default transparency rule arrived
at during the IASA 2.0 design process is detailed above in in 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 Section 4.2. The Board will need to establish how it will meet that
commitment. commitment.
4.6. Board Composition 4.6. Board Composition
The structure of the Board of Directors of the LLC shall be composed There shall be a minimum of 5 directors, expandable to 6 or 7.
of up to seven people as follows:
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 or delegate 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 IESG o 3 Appointed by the IETF NomCom, confirmed by the IESG
4.7. Recruiting LLC Board Directors o Up to 2 Appointed by the LLC board itself, on an as needed basis,
confirmed by the IESG
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 until the beginning of the second Annual General Meeting (AGM)
after appointment, 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, 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
into the consideration process of the NomCom or other appointing into the consideration process of the NomCom or other appointing
bodies. bodies.
4.8. LLC Board Director Term Length 4.9. LLC Board Director Term Length
The term length for a Director shall be three years in length. The 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 exceptions to this guideline will be for the terms for some Directors
during the first full formation of the LLC Board in order to during the first full formation of the LLC Board in order to
establish staggered terms and for any appointments to fill a vacancy. establish staggered terms and for any appointments to fill a vacancy.
The final exception is if a Director role is occupied by the IETF 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 Chair ex officio, since that person's term length is governed instead
by the term lengths established in RFC 7437, Section 3.4. by the term lengths established in RFC 7437, Section 3.4.
4.9. LLC Board Director Limit 4.10. LLC Board Director Limit
A director may serve no more than two consecutive terms, with at A director may serve no more than two consecutive terms, with at
least one full term prior to the start of any additional terms. The least one full term prior to the start of any additional terms. The
only exception is if a Director role is occupied by the IETF Chair ex only 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 officio, since that person's service is governed instead by the term
lengths established in [RFC7437], Section 3.4. lengths established in [RFC7437], Section 3.4.
The only exception to the two consecutive term rule is for an LLC- The only exception to the two consecutive term rule is for an LLC-
appointed Director. For such a Director, they may serve only one appointed Director. For such a Director, they may serve only one
term via this appointment method, after which any subsequent terms term via this appointment method, after which any subsequent terms
would be occur via other appointment processes (such as via the would be occur via other appointment processes (such as via the
NomCom process). NomCom process).
The limit on consecutive terms supports the healthy regular The limit on consecutive terms supports the healthy regular
introduction of new ideas and energy into the Board and mitigates introduction of new ideas and energy into the Board and mitigates
potential long-term risk of ossification or conflict, without potential long-term risk of ossification or conflict, without
adversely impacting the potential pool of director candidates over adversely impacting the potential pool of director candidates over
time. time.
4.10. Staggered Terms 4.11. Staggered Terms
ISOC, the IESG, the Nominating Committee, and the Board shall ISOC, the IESG, the Nominating Committee, and the Board shall
coordinate with each other to ensure that collectively their coordinate with each other to ensure that collectively their
appointment processes provide for no more than three Directors' terms appointment processes provide for no more than three Directors' terms
concluding in the same year. concluding in the same year.
4.11. LLC Board Director Removal 4.12. LLC Board Director Removal
Directors may be removed with or without cause. A vote in favor of 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. removal must be no fewer than the number of Directors less two.
Directors may also be removed via the IETF recall process defined in Directors may also be removed via the IETF recall process defined in
[RFC7437], Section 7. So for example, if there are seven directors, [RFC7437], Section 7. So for example, if there are seven directors,
then five votes are required. Directors may also be removed via the then five votes are required. Directors may also be removed via the
IETF recall process defined in [RFC7437], Section 7. IETF recall process defined in [RFC7437], Section 7.
4.12. Filling a LLC Board Director Vacancy 4.13. Filling a LLC Board Director Vacancy
It shall be the responsibility of each respective body that appointed It shall be the responsibility of each respective body that appointed
a Director that vacates the Board to appoint a new Director to fill a Director that vacates the Board to appoint a new Director to fill
the vacancy. For example, if a Director appointed by the NomCom the vacancy. For example, if a Director appointed by the NomCom
departs the Board prior to the end of their term for whatever reason, departs the Board prior to the end of their term for whatever reason,
then it is the responsibility of the NomCom as the original then it is the responsibility of the NomCom as the original
appointing body to designate a replacement that will serve out the appointing body to designate a replacement that will serve out the
remainder of the term of the departed Director. remainder of the term of the departed Director.
4.13. Interim Board 4.14. 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.
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: The interim Board shall be comprised of:
o The IETF chair, ex officio o The IETF chair, ex officio
o The IAOC chair, ex officio o The IAOC chair, ex officio
o The IAB chair, ex officio o The IAB chair, ex officio
o 1 ISOC trustee, selected by the BoT o One ISOC trustee, selected by the ISOC Board of Trustees
4.14. First Full Board 4.15. 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. Accordingly, be constituted, and then the Interim Board will be dissolved.
the following steps must take place to ensure that this occurs on a Accordingly, the following steps must take place to ensure that this
timely basis: occurs on a timely basis:
o The IESG shall make their appointment no later than January 31, o The IESG shall make their appointment no later than January 31,
2019. 2019.
o ISOC shall make their appointment no later than January 31, 2019. o ISOC shall make their appointment no later than January 31, 2019.
o The NomCom shall make their appointments no later than January 31, o The NomCom shall make their appointments no later than March 22,
2019. 2019.
o These initial LLC Board members shall make their appointment(s) If these bodies can make their appointments sooner, then by all means
before the end of June 2019. 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).
4.15. Board Positions 4.16. 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
The Board shall develop policies as necessary to achieve the goals of The Board shall develop policies as necessary to achieve the goals of
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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. Board Voting 7. Board Voting
The Board can hold votes during synchronous live meetings of the The Board can hold votes during synchronous live meetings of the
Board (including telephonic and video) or via asynchronous written Board (including telephonic and video) or via asynchronous written
(including electronic) means. Decisions on regular LLC matters shall (including electronic) means. Decisions on regular LLC matters shall
be made by a 2/3 majority vote in favor, with the exception of 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 removal of a Director as specified in Section 4.12. Absentee voting
and voting by proxy shall not be permitted. and voting by proxy shall not be permitted.
8. Fundraising Practices 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
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9. 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
reviewing and approving the IETF's FY2019 budget * The NomCom is reviewing and approving the IETF's FY2019 budget. * The NomCom is
given instructions by the IETF chair to not recruit for 2019 IAOC given instructions by the IETF chair to not recruit for 2019 IAOC
positions, and instead recruit for LLC Board Directors * An update of positions, and instead recruit for LLC Board Directors. * An update
RFC 7437 is started, reflecting this change of all relevant RFCs is started, reflecting the change from IAOC to
LLC.
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 should
prior to the expiration of IAOC member terms in 1Q2019 optimally conclude prior to the expiration of IAOC member terms in
Phase 3: Transition Complete * First full board is seated (see 2019.
{#first-full-board}) * All responsibilities of the IAOC have been
assumed by the LLC * The IAOC can then be shut down Phase 3: Transition Complete * The first full board is seated (see
{#first-full-board}). * All responsibilities of the IAOC have been
assumed by the LLC. * The IAOC can then be shut down.
9.1. 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 &
skipping to change at page 15, line 47 skipping to change at page 16, line 24
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.
10. Acknowledgments 10. 2-Year or 3-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 two or three years of operation, such as at IETF 113 in
March 2022 or IETF 114 in July 2022. 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 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.
11. Informative References 12. Informative References
[Diagrams]
Barnes, R., "IASA 2.0 Strawman Diagram", n.d.,
<https://ipv.sx/iasa2.0/IASA-Strawman.pdf>.
[Diagrams-no-trust]
Barnes, R., "IASA 2.0 Strawman Diagram, IETF Trust Not
Shown", n.d.,
<https://ipv.sx/iasa2.0/IASA-Strawman-NoTrust.pdf>.
[I-D.haberman-iasa20dt-recs] [I-D.haberman-iasa20dt-recs]
Haberman, B., Arkko, J., Daigle, L., Livingood, J., Hall, Haberman, B., Arkko, J., Daigle, L., Livingood, J., Hall,
J., and E. Rescorla, "IASA 2.0 Design Team J., and E. Rescorla, "IASA 2.0 Design Team
Recommendations", draft-haberman-iasa20dt-recs-02 (work in Recommendations", draft-haberman-iasa20dt-recs-02 (work in
progress), April 2018. progress), April 2018.
[I-D.ietf-mtgvenue-iaoc-venue-selection-process] [I-D.ietf-mtgvenue-iaoc-venue-selection-process]
Lear, E., "IETF Plenary Meeting Venue Selection Process", Lear, E., "IETF Plenary Meeting Venue Selection Process",
draft-ietf-mtgvenue-iaoc-venue-selection-process-16 (work draft-ietf-mtgvenue-iaoc-venue-selection-process-16 (work
in progress), June 2018. in progress), June 2018.
[ietf101-slides] [ietf101-slides]
Hall, J., "IASA 2.0 IETF-101 Slides", n.d., Hall, J., "IASA 2.0 IETF-101 Slides", n.d.,
<https://datatracker.ietf.org/meeting/101/materials/ <https://datatracker.ietf.org/meeting/101/materials/
slides-101-iasa20-dt-iasa-slides-00>. 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>.
[ML-memo] Morgan Lewis, "Options for New Organization to Conduct [ML-memo] Morgan Lewis, "Options for New Organization to Conduct
IETF Administrative Support Activities", February 2018, IETF Administrative Support Activities", February 2018,
<https://mailarchive.ietf.org/arch/msg/iasa20/ <https://mailarchive.ietf.org/arch/msg/iasa20/
XT_3vfd3OWVFCW335mRrvWuusaI/>. XT_3vfd3OWVFCW335mRrvWuusaI/>.
[RFC2119] Bradner, S., "Key words for use in RFCs to Indicate
Requirement Levels", BCP 14, RFC 2119,
DOI 10.17487/RFC2119, March 1997,
<https://www.rfc-editor.org/info/rfc2119>.
[RFC7437] Kucherawy, M., Ed., "IAB, IESG, and IAOC Selection, [RFC7437] Kucherawy, M., Ed., "IAB, IESG, and IAOC Selection,
Confirmation, and Recall Process: Operation of the Confirmation, and Recall Process: Operation of the
Nominating and Recall Committees", BCP 10, RFC 7437, Nominating and Recall Committees", BCP 10, RFC 7437,
DOI 10.17487/RFC7437, January 2015, DOI 10.17487/RFC7437, January 2015,
<https://www.rfc-editor.org/info/rfc7437>. <https://www.rfc-editor.org/info/rfc7437>.
Authors' Addresses Authors' Addresses
Brian Haberman Brian Haberman
Johns Hopkins University Johns Hopkins University
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