draft-ietf-iasa2-struct-02.txt   draft-ietf-iasa2-struct-03.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 25, 2019 CDT Expires: January 31, 2019 CDT
J. Livingood J. Livingood
Comcast Comcast
July 24, 2018 July 30, 2018
Proposed Structure of the IETF Administrative Support Activity (IASA), Proposed Structure of the IETF Administrative Support Activity (IASA),
Version 2.0 Version 2.0
draft-ietf-iasa2-struct-02 draft-ietf-iasa2-struct-03
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 25, 2019. This Internet-Draft will expire on January 31, 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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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. LLC-Appointed Directors . . . . . . . . . . . . . . . . . 10 4.7. LLC-Appointed Directors . . . . . . . . . . . . . . . . . 10
4.8. Recruiting LLC Board Directors . . . . . . . . . . . . . 10 4.8. Recruiting LLC Board Directors . . . . . . . . . . . . . 10
4.9. LLC Board Director Term Length . . . . . . . . . . . . . 11 4.9. LLC Board Director Term Length . . . . . . . . . . . . . 10
4.10. LLC Board Director Limit . . . . . . . . . . . . . . . . 11 4.10. LLC Board Director Limit . . . . . . . . . . . . . . . . 11
4.11. Staggered Terms . . . . . . . . . . . . . . . . . . . . . 11 4.11. Staggered Terms . . . . . . . . . . . . . . . . . . . . . 11
4.12. LLC Board Director Removal . . . . . . . . . . . . . . . 11 4.12. LLC Board Director Removal . . . . . . . . . . . . . . . 11
4.13. Filling a LLC Board Director Vacancy . . . . . . . . . . 12 4.13. Filling a LLC Board Director Vacancy . . . . . . . . . . 12
4.14. Interim Board . . . . . . . . . . . . . . . . . . . . . . 12 4.14. Interim Board . . . . . . . . . . . . . . . . . . . . . . 12
4.15. First Full Board . . . . . . . . . . . . . . . . . . . . 12 4.15. First Full Board . . . . . . . . . . . . . . . . . . . . 12
4.16. Board Positions . . . . . . . . . . . . . . . . . . . . . 13 4.16. Board Positions . . . . . . . . . . . . . . . . . . . . . 13
5. LLC Policies . . . . . . . . . . . . . . . . . . . . . . . . 13 5. LLC Policies . . . . . . . . . . . . . . . . . . . . . . . . 13
5.1. Conflict of Interest Policy . . . . . . . . . . . . . . . 13 5.1. Conflict of Interest Policy . . . . . . . . . . . . . . . 13
5.2. Other Policies . . . . . . . . . . . . . . . . . . . . . 13 5.2. Other Policies . . . . . . . . . . . . . . . . . . . . . 13
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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 will 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 will 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 meet 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 will be outlined in a subsequent working group Internet is done is outside the scope of this document.
draft.
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 confirming IETF and IAB appointments, the IETF Nominations
the IETF Nominations Committee (NomCom), the Internet Research Task Committee (NomCom), the Internet Research Task Force (IRTF), or
Force (IRTF), or ISOC's memberships in or support of other 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 its administrative
outlined in this document, normative changes to IETF processes will process along the lines outlined in this document, normative changes
need to be documented in one or more RFCs. Additional legal to IETF processes will need to be documented in one or more
documents (e.g., certificate of formation, operating agreement, additional RFCs. Additional legal documents (e.g., certificate of
transition and shared services agreement) relating to the legal formation, operating agreement, transition and shared services
entity would provide the official, legal definitions of processes, agreement) relating to the legal entity would provide the official,
roles, etc. Section 9 lists some initial thoughts about transition; legal definitions of processes, roles, etc. Section 9 lists some
publishing a detailed transition plan would likely also be useful. initial thoughts about transition; 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 is being developed between the IETF and ISOC and is expected The OA is being developed between the IETF and ISOC and is expected
to include all critical terms, while still enabling maximum to include all critical terms, while still enabling maximum
unilateral flexibility for the LLC Board. Thus, it is anticipated unilateral flexibility for the LLC Board. Thus, it is anticipated
that the OA will include only basic details about how the Board that the OA will include only basic details about how the Board
manages itself or manages LLC staff, so that the LLC Board has manages itself or manages LLC staff, so that the LLC Board has
flexibility to make changes without amending the OA. The LLC Board flexibility to make changes without amending the OA. The LLC Board
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sponsorship funds will be eliminated. Finally, having the LLC reside sponsorship funds will be eliminated. Finally, having the LLC reside
in a defined, distinct legal entity, and taking responsibility for in a defined, distinct legal entity, and taking responsibility for
operations, will enable the organization to execute its own contracts operations, will enable the organization to execute its own contracts
without the need for review and approval by ISOC. without the need for review and approval by ISOC.
4.2. LLC Working Principles 4.2. LLC Working Principles
The LLC will be expected to conduct its work according to the The LLC will be expected to conduct its work according to the
following proposed principles: following proposed principles:
o Transparency. The LLC will keep the IETF community reasonably o Transparency. The LLC will keep the IETF community informed about
informed about its work and will engage with the community to its work and will engage with the community to obtain consensus-
obtain consensus-based community input on key issues and otherwise based community input on key issues and otherwise as needed. As
as needed. As discusses in [ietf101-slides], whatever doesn't discusses in [ietf101-slides], whatever doesn't have a specific
have a specific justification for being kept confidential, should justification for being kept confidential, should be made public.
be made public. There must exist a public list of confidential
items, describing the nature of the information and the reason for There must exist a public list of confidential items, describing
confidentiality. the nature of the information and the reason for confidentiality.
o Responsiveness to the community. The LLC will act consistently o Responsiveness to the community. The LLC will act consistently
with the documented consensus of the IETF community, to be with the documented consensus of the IETF community, to be
responsive to the community's needs, and adapt its decisions in responsive to the community's needs, and adapt its decisions in
response to consensus-based community feedback. response to consensus-based community feedback.
o Diligence. The LLC will act responsibly so as to minimize risks o Diligence. The LLC will act responsibly so as to minimize risks
to IETF participants and to the future of the IETF as a whole, to IETF participants and to the future of the IETF as a whole,
such as financial risks. such as financial risks.
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about some aspects of hotel contracting, personnel matters, and other about some aspects of hotel contracting, personnel matters, and other
narrow areas. narrow areas.
4.3. LLC Board Responsibilities 4.3. LLC Board Responsibilities
The LLC Board will be responsible for conducting oversight of LLC's The LLC Board will be responsible for conducting oversight of LLC's
execution of its responsibilities, as described in Section 4.1. They execution of its responsibilities, as described in Section 4.1. They
have duties of loyalty, care, and good faith. This includes the have duties of loyalty, care, and good faith. This includes the
responsibility to: responsibility to:
o provide strategic direction for the LLC and to the Executive o provide strategic direction for the LLC to the Executive Director;
Director;
o hire, supervise, and manage the employment of the role of the o hire, supervise, and manage the employment of the role of the
Executive Director of LLC, including tasks such as hiring, Executive Director of the LLC, including tasks such as hiring,
termination, performance review, amendment of employment terms, termination, performance review, amendment of employment terms,
the award of compensation and other requisite employment benefits the award of compensation and other requisite employment benefits
or decisions; or decisions;
o adopting any employee benefit plans; o adopting any employee benefit plans;
o approving any changes to the LLC governance structure; o approving any changes to the LLC governance structure;
o exercising a fiduciary duty to ensure that LLC has the financial o exercising a fiduciary duty to ensure that LLC has the financial
and business stability that it needs to be able to meet the needs and business stability that it needs to be able to meet the needs
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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.
4.10. 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. An
only exception is if a Director role is occupied by the IETF Chair ex 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- An exception to the two consecutive term rule is for an LLC-appointed
appointed Director. For such a Director, they may serve only one Director. For such a Director, they may serve only one term via this
term via this appointment method, after which any subsequent terms appointment method, after which any subsequent terms would be occur
would be occur via other appointment processes (such as via the via other appointment processes (such as via the NomCom process).
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 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.
4.11. 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
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