draft-ietf-iasa2-struct-04.txt   draft-ietf-iasa2-struct-05.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: February 10, 2019 CDT Expires: February 16, 2019 CDT
J. Livingood J. Livingood
Comcast Comcast
August 09, 2018 August 15, 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-04 draft-ietf-iasa2-struct-05
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 February 10, 2019. This Internet-Draft will expire on February 16, 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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Table of Contents Table of Contents
1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . 3 1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . 3
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. IETF 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 . . . . . . . . . . . . . 11
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 . . . . . . . . . . . . . . . 12
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 . . . . . . . . . . . . . . . . . . . . . 14
5.3. Compliance . . . . . . . . . . . . . . . . . . . . . . . 14 5.3. Compliance . . . . . . . . . . . . . . . . . . . . . . . 14
6. Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 6. Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
7. Board Voting . . . . . . . . . . . . . . . . . . . . . . . . 14 7. Board Voting . . . . . . . . . . . . . . . . . . . . . . . . 15
8. Fundraising Practices . . . . . . . . . . . . . . . . . . . . 15 8. Fundraising Practices . . . . . . . . . . . . . . . . . . . . 15
9. Transition Considerations . . . . . . . . . . . . . . . . . . 15 9. Transition Considerations . . . . . . . . . . . . . . . . . . 15
9.1. Initial Tasks of the LLC Board . . . . . . . . . . . . . 16 9.1. Initial Tasks of the LLC Board . . . . . . . . . . . . . 16
10. Three-Year Assessment . . . . . . . . . . . . . . . . . . . . 17 10. Three-Year Assessment . . . . . . . . . . . . . . . . . . . . 17
11. Acknowledgments . . . . . . . . . . . . . . . . . . . . . . . 17 11. Acknowledgments . . . . . . . . . . . . . . . . . . . . . . . 17
12. Informative References . . . . . . . . . . . . . . . . . . . 17 12. Informative References . . . . . . . . . . . . . . . . . . . 18
Authors' Addresses . . . . . . . . . . . . . . . . . . . . . . . 18 Authors' Addresses . . . . . . . . . . . . . . . . . . . . . . . 18
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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o The IAOC and IAD roles defined in RFC 4071 are eliminated. o The IAOC and IAD roles defined in RFC 4071 are eliminated.
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 - formally a multi-member o The Board of Directors of the LLC - formally 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 IETF Executive Director and their team in
day-to-day operations. charge of day-to-day operations.
4. IETF Administration LLC 4. IETF Administration LLC
4.1. General LLC Responsibilities 4.1. General LLC Responsibilities
The LLC will be established to provide administrative support to the The LLC will be established to provide administrative support to the
IETF. It will have no authority over the standards development IETF. It will have no authority over the standards development
activities of the IETF. activities of the IETF.
The proposed responsibilities of the LLC are: The proposed responsibilities of the LLC are:
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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 to the Executive Director; o provide strategic direction for the LLC to the IETF Executive
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 IETF
Executive Director of the 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
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applicable tax and other laws; applicable tax and other laws;
o ensuring that LLC is run in a manner that is transparent and o ensuring that LLC is run in a manner that is transparent and
accountable to the IETF community; accountable to the IETF community;
o recruit new Directors, for consideration in all of the various o recruit new Directors, for consideration in all of the various
appointment processes. appointment processes.
The Board will be an oversight body, with responsibilities limited 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 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 administrative work, which is the day-to-day job of the IETF
Director at their team. Executive Director at their team.
The role of the LLC Board will be to ensure that the strategy and 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 conduct of LLC is consistent with the IETF's needs - both its
concrete needs and its needs for transparency and accountability. concrete needs and its needs for transparency and accountability.
The Board is not intended to directly define the IETF's needs; to the 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 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 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 [I-D.ietf-mtgvenue-iaoc-venue-selection-process]) and provide more
detailed input via consultations with the LLC Board (such as takes detailed input via consultations with the LLC Board (such as takes
place on email discussion lists or at IETF meetings). place on email discussion lists or at IETF meetings).
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o Obtain appropriate insurance, including commercial general o Obtain appropriate insurance, including commercial general
liability insurance with appropriate limits; liability insurance with appropriate limits;
o Implement risk management and compliance processes in a manner o Implement risk management and compliance processes in a manner
consistent with industry norms. consistent with industry norms.
The description below outlines the composition of the LLC Board, The description below outlines the composition of the LLC Board,
selection of LLC Board Directors, and related details. selection of LLC Board Directors, and related details.
4.4. Executive Director and Staff Responsibilities 4.4. IETF Executive Director and Staff Responsibilities
The LLC shall be led by an Executive Director chosen by the Board. The LLC shall be led by an IETF Executive Director chosen by the
The Executive Director will be responsible for managing the day-to- Board. The IETF Executive Director will be responsible for managing
day operations of the LLC, including hiring staff to perform various the day-to-day operations of the LLC, including hiring staff to
operational functions. The Executive Director and any staff may be perform various operational functions. The IETF Executive Director
employees or independent contractors. and any staff may be employees or independent contractors.
Allowing for the division of responsibilities among multiple staff Allowing for the division of responsibilities among multiple staff
members and contractors should hopefully address some of the concerns members and contractors should hopefully address some of the concerns
raised in Section 3.2 (Lack of Resources) and Section 3.4 (Funding/ raised in Section 3.2 (Lack of Resources) and Section 3.4 (Funding/
Operating Model Mismatch and Rising Costs) of Operating Model Mismatch and Rising Costs) of
[I-D.haberman-iasa20dt-recs]. [I-D.haberman-iasa20dt-recs].
Based on the amount of work currently undertaken by the IAD and Based on the amount of work currently undertaken by the IAD and
others involved in the IETF administration who are not currently in others involved in the IETF administration who are not currently in
contracted roles, it is anticipated that the Executive Director may contracted roles, it is anticipated that the IETF Executive Director
need to hire multiple additional staff members. For example, there may need to hire multiple additional staff members. For example,
will likely be a need for resources to manage fundraising, to manage there will likely be a need for resources to manage fundraising, to
the various contractors that are engaged to fulfill the IETF's manage the various contractors that are engaged to fulfill the IETF's
administrative needs, and to support outreach and communications. administrative needs, and to support outreach and communications.
The IETF currently benefits from the use of contractors for The IETF currently benefits from the use of contractors for
accounting, finance, meeting planning, administrative assistance, accounting, finance, meeting planning, administrative assistance,
legal counsel, tools, and web site support, as well as other services legal counsel, tools, and web site support, as well as other services
related to the standards process (RFC Editor and IANA). The IETF related to the standards process (RFC Editor and IANA). The IETF
budget currently reflects specific support from ISOC for budget currently reflects specific support from ISOC for
communications and fundraising as well as some general support for communications and fundraising as well as some general support for
accounting, finance, legal, and other services. The division of accounting, finance, legal, and other services. The division of
responsibilities between staff and contractors will be at the responsibilities between staff and contractors will be at the
discretion of the Executive Director and his or her staff. discretion of the IETF Executive Director and his or her staff.
The IETF has a long history of community involvement in the execution The IETF has a long history of community involvement in the execution
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 9). exists (see Section 9).
In summary, the LLC Executive Director, with support from the team In summary, the IETF 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:
o Developing and refining an annual budget and other strategic o 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.
o Executing on the annual budget, including reporting to the LLC o Executing on the annual budget, including reporting to the LLC
Board regularly with forecasts and actual performance to budget. Board regularly with forecasts and actual performance to budget.
o Hiring and/or contracting the necessary resources to meet their o Hiring and/or contracting the necessary resources to meet their
goals, within the defined limits of their authority and within the goals, within the defined limits of their authority and within the
approved budget. This includes managing and leading any such approved budget. This includes managing and leading any such
resources, including performing regular performance reviews. resources, including performing regular performance reviews.
o Following the pre-approval guidelines set forth by the LLC Board o Following the pre-approval guidelines set forth by the LLC Board
for contracts or other decisions that have financial costs that for contracts or other decisions that have financial costs that
exceed a certain threshold of significance. Such threshold will exceed a certain threshold of significance. Such threshold will
be set reasonably high so that the need for such approvals is be set reasonably high so that the need for such approvals is
infrequent and only occurs when something is truly significant or infrequent and only occurs when something is truly significant or
otherwise exceptional. It is important to ensure that the otherwise exceptional. It is important to ensure that the IETF
Executive Director is sufficiently empowered to perform their job Executive Director is sufficiently empowered to perform their job
on a day to day basis, being held accountable for meeting high on a day to day basis, being held accountable for meeting high
level goals rather than micromanaged. level goals rather than micromanaged.
o Regularly updating the LLC Board on operations and other notable o Regularly updating the LLC Board on operations and other notable
issues as reasonable and appropriate. issues as reasonable and appropriate.
o Ensuring that all staff and/or other resources comply with any o Ensuring that all staff and/or other resources comply with any
applicable policies established or approved by the LLC Board, such applicable policies established or approved by the LLC Board, such
as ethics guidelines and/or a code of conduct. as ethics guidelines and/or a code of conduct.
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profit corporation. The Board is smaller than the current IAOC and profit corporation. The Board is smaller than the current IAOC and
the other leadership bodies of the IETF, in part to keep the Board the other leadership bodies of the IETF, in part to keep the Board
focused on its rather limited set of strategic responsibilities as focused on its rather limited set of strategic responsibilities as
noted in Section 4.3. noted in Section 4.3.
This board structure, with limited strategic responsibilities noted This board structure, with limited strategic responsibilities noted
in Section 4.3 and limited size, together with the staff in Section 4.3 and limited size, together with the staff
responsibilities noted in Section 4.4, is designed to overcome the responsibilities noted in Section 4.4, is designed to overcome the
challenges described in Section 3.1.4 of [I-D.haberman-iasa20dt-recs] challenges described in Section 3.1.4 of [I-D.haberman-iasa20dt-recs]
concerning oversight. This establishes a clear line of oversight concerning oversight. This establishes a clear line of oversight
over staff performance: the Board oversees the Executive Director's over staff performance: the Board oversees the IETF Executive
performance and has actual legal authority to remove a non-performing Director's performance and has actual legal authority to remove a
Executive Director. The Executive Director is responsible for the non-performing IETF Executive Director. The IETF Executive Director
day-to-day operation of the LLC. is responsible for the day-to-day operation of the LLC.
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
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5.1. Conflict of Interest Policy 5.1. Conflict of Interest Policy
The Board shall develop a Conflict of Interest policy for the LLC. 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 While the details shall be determined by the Board, at a minimum such
policy will include the following: policy will include the following:
o The IETF, ISOC Board, IAB, or IRTF chair cannot be chair of this o The IETF, ISOC Board, IAB, or IRTF chair cannot be chair of this
LLC Board, though they may serve as a Director. LLC Board, though they may serve as a Director.
o A Director cannot be a paid consultant or employee of the o A Director cannot be a paid consultant or employee of the IETF
Executive Director or their sub-contractors, nor a paid consultant Executive Director or their sub-contractors, nor a paid consultant
or employee of ISOC. or employee of ISOC.
5.2. Other Policies 5.2. Other Policies
The Board shall develop additional policies for the LLC as necessary, The Board shall develop additional policies for the LLC as necessary,
covering Directors, employees, and contractors, concerning issues covering Directors, employees, and contractors, concerning issues
such as: such as:
o Acceptance of gifts and other non-cash compensation; o Acceptance of gifts and other non-cash compensation;
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coverage limits coverage limits
Medium Priority for the Interim Board: Medium Priority for the Interim Board:
1 - Create a job description for the IETF Executive Director 1 - Create a job description for the IETF Executive Director
2 - Initiate the process of beginning to search for an IETF Executive 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 Director and/or outline a process to do so and defer it to the first
full board, as appropriate full board, as appropriate
Low Priority for the Interim Board / First Tasks of the Full Board: First Tasks of the Full Board:
1 - Develop all necessary LLC policies 1 - Develop all necessary LLC policies
2 - Develop all necesssary Board operating procedures and bylaws 2 - Develop all necesssary Board operating procedures and bylaws
3 - Determine the employee benefits/salary framework and/or make 3 - Determine the employee benefits/salary framework and/or make
associated staffing decisions associated staffing decisions
4 - Interview and hire an IETF Executive Director (targeting 1H2019) 4 - Interview and hire an IETF Executive Director (targeting 1H2019)
The first full Board will also need to focus on the following tasks: 5 - Select a chair and other positions as necessary
o Selecting a chair and other positions as necessary
o Define and document how the Board will fulfill its transparency 6 - Define and document how the Board will fulfill its transparency
obligations to the IETF community obligations to the IETF community
o Defining the "significant materiality threshold", above which the 7 - Definine the "significant materiality threshold", above which the
Board must approve any contracts, expenditures, or other Board must approve any contracts, expenditures, or other commitments.
commitments.
Once the Executive Director and any additional staff are hired, it Once the IETF Executive Director and any additional staff are hired,
would be expected for LLC to: it would be expected for LLC to:
o Do a thorough review of existing contracts, community volunteer o Do a thorough review of existing contracts, community volunteer
arrangements, and administrative assets to determine the need for arrangements, and administrative assets to determine the need for
initial changes. initial changes.
o Assess areas where the IETF community needs to document its o Assess areas where the IETF community needs to document its
consensus, e.g., expectations about community involvement in NOC consensus, e.g., expectations about community involvement in NOC
or tools efforts. or tools efforts.
10. Three-Year Assessment 10. Three-Year Assessment
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