RFC 8711

Structure of the IETF Administrative Support Activity, Version 2.0

📅 published February 2020, from ietf

RFC 8711: Structure of the IETF Administrative Support Activity, Version 2.0 💖

Stream: Internet Engineering Task Force (IETF) 🌸 Request for Comments: 8711 BCP: 101 Authors: B. Haberman (Johns Hopkins University), J. Hall (Internet Society), J. Livingood (Comcast) Category: Best Current Practice ISSN: 2070-1721 Date: February 2020 Obsoletes: 4071, 4333, 7691 (so these older docs are officially retired, bestie 🙈)

Abstract ✨

Okay so the IETF Administrative Support Activity (IASA) was first set up back in 2005 🦋. Since then, the IETF's needs changed a lot, so its admin setup had to change too. This RFC is here to document and describe IASA version 2.0 (IASA 2.0) 💅. It spells out the roles and responsibilities of the IETF Administration LLC Board (IETF LLC Board), the IETF Executive Director, and the Internet Society when it comes to the money and admin side of the IETF standards process 💰. It also explains who can be on the IETF LLC Board and how they get picked 👑.

This document obsoletes RFC 4071, RFC 4333, and RFC 7691. Bye bye, old drama 🫶.

Status of This Memo

This memo documents an Internet Best Current Practice 🎀.

This document is a product of the Internet Engineering Task Force (IETF). It represents the consensus of the IETF community, so the whole community is behind it 🌈. It went through public review and got approved for publication by the Internet Engineering Steering Group (IESG) ✨. If you want more BCP details, check out Section 2 of RFC 7841 📖.

For the current status of this document, any errata, and how to send feedback, go to https://www.rfc-editor.org/info/rfc8711 🔗.

Copyright (c) 2020 IETF Trust and the persons identified as the document authors. All rights reserved ©️.

This document is subject to BCP 78 and the IETF Trust's Legal Provisions Relating to IETF Documents (https://trustee.ietf.org/license-info) as they stand on the date this document was published. Please read these carefully, because they describe your rights and restrictions for this document 📜. Code Components extracted from this document must include Simplified BSD License text as described in Section 4.e of the Trust Legal Provisions, and they come without warranty as described in the Simplified BSD License ⚖️.

Table of Contents 🗺️

1.  Introduction
2.  Scope Limitation
3.  LLC Agreement with the Internet Society
4.  Definitions and Principles
  4.1.  Terminology
  4.2.  Key Differences from the Old IASA Structure to IASA 2.0
  4.3.  General IETF LLC Responsibilities
  4.4.  IETF LLC Working Principles
  4.5.  Principles of the IETF and ISOC Relationship
  4.6.  Relationship of the IETF LLC Board to the IETF Leadership
  4.7.  Review of IETF Executive Director and IETF LLC Board
        Decisions
  4.8.  Termination and Change
5.  Structure of IASA 2.0
  5.1.  IETF Executive Director and Staff Responsibilities
  5.2.  IETF LLC Board Responsibilities
  5.3.  Board Design Goals
6.  IETF LLC Board Membership, Selection, and Accountability
  6.1.  Board Composition
  6.2.  IETF LLC-Appointed Directors
  6.3.  Recruiting IETF LLC Board Directors
  6.4.  IETF LLC Board Director Term Length
  6.5.  IETF LLC Board Director Limit
  6.6.  Staggered Terms
  6.7.  IETF LLC Board Director Removal
  6.8.  Filling an IETF LLC Board Director Vacancy
  6.9.  Quorum
  6.10. Board Voting
  6.11. Interim Board
  6.12. Board Positions
7.  IETF LLC Funding
  7.1.  Financial Statements
  7.2.  Bank and Investment Accounts
  7.3.  Financial Audits
  7.4.  ISOC Financial Support
  7.5.  IETF Meeting Revenues
  7.6.  Sponsorships and Donations to the IETF LLC
  7.7.  Focus of Funding Support
  7.8.  Charitable Fundraising Practices
  7.9.  Operating Reserve
  7.10. Annual Budget Process
8.  IETF LLC Policies
  8.1.  Conflict of Interest Policy
  8.2.  Other Policies
  8.3.  Compliance
9.  Three-Year Assessment
10. Security Considerations
11. IANA Considerations
12. References
  12.1.  Normative References
  12.2.  Informative References
Acknowledgments
Authors' Addresses

1. Introduction ✨

IASA was first set up in 2005 🎂. Over the years the IETF's needs kept growing, so its admin structure needed some glow-ups. This document's whole job is to document and describe the IASA 2.0 structure 💫.

Under IASA 2.0, the admin and fundraising work of the IETF is handled by an admin org called the IETF Administration LLC (IETF LLC) 💼. The IETF Administrative Oversight Committee (IAOC) is gone under this setup 👋, and its oversight and advising jobs moved over to the IETF LLC Board.

The IETF LLC is the corporate legal home for the IETF, the Internet Architecture Board (IAB), and the Internet Research Task Force (IRTF) 🏠. It also gives financial support so the RFC Editor can keep running 📚.

[IASA2RECS] talks about the problems with the original IASA setup and lays out several options for reorganizing the IETF's admin under different legal structures 🧐. This document shows how the chosen option is built and how it fits with the IETF community structures that already exist and the new ones 🧩.

Under IASA 2.0, most of the stuff [RFC4071] gave to the IETF Administrative Director (IAD) and the Internet Society (ISOC) got moved to the IETF LLC and the IETF Administration LLC Executive Director (IETF Executive Director) 🔄. The IETF LLC's whole job is to meet the admin needs of the IETF and to make sure it's actually serving the IETF community 🫶.

Getting rid of the IAOC meant the way trustees get appointed to the IETF Trust had to change too 🔁. The details of how that works are out of scope for this document, but they're covered in [RFC8714] 📝.

This document obsoletes [RFC4071], which specified the original IASA; [RFC4333], which specified the selection guidelines and process for IAOC members; and [RFC7691], which specified terms for IAOC members. Thanks for the memories, but we're moving on 🌙.

2. Scope Limitation 🚧

This document doesn't propose any changes to the standards process as it's currently run by the Internet Engineering Steering Group (IESG) and the Internet Architecture Board (IAB) (see BCP 9 [RFC2026] and BCP 39 [RFC2850]) 🙅‍♀️. Also, nothing changes about the appeals chain, the process for making and confirming IETF and IAB appointments (see BCP 10 [RFC8713]), the technical work of the Internet Research Task Force (IRTF) (see [RFC2014]), or ISOC's membership in or support of other organizations 💅.

3. LLC Agreement with the Internet Society 🤝

The LLC Agreement between the IETF LLC and ISOC is available at [IETF-LLC-A] 📄. This IASA 2.0 structure, and therefore this document, depends on the LLC Agreement, and it'll point to it to explain certain parts of the legal relationship between the IETF LLC and ISOC 🧾.

The LLC Agreement was made by legal reps of the IETF and ISOC, and it includes all the critical terms of the relationship 💕. It still leaves the IETF LLC Board maximum unilateral flexibility 🦋. The agreement only has basic details about how the Board manages itself or manages IETF LLC staff, so the Board can make changes without amending the agreement 🔓. The Board can also independently develop policy or procedure documents to fill in the gaps ✨.

4. Definitions and Principles 📚

4.1. Terminology 🔤

Most of the terms, abbreviations, and acronyms in this document are pretty well known, but first-time readers might find some of the terminology confusing 😵‍💫. So this section gives you a quick summary 💖.

  • IAB: Internet Architecture Board (see [RFC2026] and [RFC2850]).
  • IAD: IETF Administrative Director, a role made obsolete by this document and the ISOC / IETF LLC Agreement (see [IETF-LLC-A]) and replaced by the IETF LLC Executive Director.
  • IAOC: IETF Administrative Oversight Committee, a committee that oversaw IETF administrative activity. The IAOC is obsoleted by this document and replaced by the IETF LLC Board. The IETF Trust used to be populated by IAOC members. Its membership is now distinct from that of the IETF LLC Board (see [RFC8714]).
  • IASA: The IETF Administrative Support Activity, which consists of the IETF LLC Board, employees, and contractors. Uses of the term 'IASA' as a proper noun may imply a subset of these roles, or all of them.
  • IASA 2.0: The IETF Administrative Support Activity, version 2.0 (defined by this document).
  • IESG: Internet Engineering Steering Group (see [RFC2026] and [RFC3710]).
  • IETF: Internet Engineering Task Force (see [RFC3233]).
  • IETF Administration LLC: The legal entity, a disregarded Limited Liability Company (LLC) of The Internet Society, established to provide a corporate legal framework for facilitating current and future activities related to the IETF, IAB, and IRTF. It was established by the ISOC / IETF LLC Agreement (see [IETF-LLC-A]) and is referred to as "IETF LLC".
  • IETF LLC Executive Director: The Executive Director for the IETF LLC, responsible for day-to-day administrative and operational direction (see Section 5.1). Also referred to as "IETF Executive Director".
  • IETF LLC Board: The Board of Directors of the IETF LLC. The IETF LLC Board is formally a multi-member "manager" of the IETF LLC on behalf of ISOC (see Section 5.2).
  • ISOC: Internet Society (see [RFC8712] and [ISOC]).

4.2. Key Differences from the Old IASA Structure to IASA 2.0 🔀

  • The IAOC and IAD roles defined in RFC 4071 are eliminated. 🗑️
  • The former ISOC and IAD responsibilities are assigned to a new organization, IETF Administration LLC. 🏢
  • The Board of Directors of the IETF LLC -- formally a multi-member "manager" of the IETF LLC on behalf of ISOC -- assumes the oversight responsibilities from the IAOC. 👑
  • The Board of the IETF LLC is more focused on strategy and oversight than the IAOC was, with the IETF Executive Director and their team in charge of day-to-day operations. 🧭
  • The IAD role is replaced with the IETF Executive Director role. 🔁
  • The role that was previously referred to as "IETF Executive Director" in older documents such as [RFC2026] is now "Managing Director, IETF Secretariat". 💅

4.3. General IETF LLC Responsibilities ✨

okay so the IETF LLC is basically the admin support squad 💖 It's there to help run the IETF, and it has zero authority over the standards development stuff. The people making the standards keep that job, bestie 🫶

The IETF LLC's responsibilities are:

  • Operations. The IETF LLC handles the day-to-day running of the IETF 🎀, including meetings and non-meeting activities.
  • Finances. The IETF LLC manages the IETF's money and budget 💅
  • Fundraising. The IETF LLC raises money for the IETF 🌸
  • Compliance. The IETF LLC sets up and enforces policies so everything follows the applicable laws, regulations, and rules ⭐

The way these responsibilities are organized under the IETF LLC is meant to fix the problems described in Sections 3.1.1, 3.1.2, and 3.1.3 of [IASA2RECS] 🦋 The goal is clarity around roles, responsibilities, representation, decision-making, and authority. Main character energy 👑

Also, when the IETF LLC handles finances and fundraising, nobody should be confused anymore about who represents the IETF to sponsors or who decides how sponsorship funds get used 🙈 Plus, the IETF LLC lives in its own defined, distinct legal entity and runs the operations, so it can sign its own contracts without needing review and approval from ISOC. Iconic independence 💜

4.4. IETF LLC Working Principles

The IETF LLC is expected to work by these principles 🌈

  • Transparency. The IETF LLC keeps the community in the loop about its work 💬, unless there's a reasonable confidentiality concern. It also engages with the community to get consensus-based input on key issues, and otherwise whenever needed. The IETF community expects complete visibility into the financial and legal structure of the IETF LLC 👀 That includes the annual budget and the regular financial reports, the results of financial and other independent audits, tax filings, significant contracts, and any other significant long-term financial commitments that bind the IETF LLC. Anything without a specific reason to stay confidential is expected to go public 🌸 The Board is expected to build and maintain a public list of confidential items, describing what kind of information each one is and why it's confidential. The Board will also publish its operating procedures 📖
  • Responsiveness to the community. The IETF LLC is expected to act in line with the documented consensus of the IETF community 💖 It should be responsive to what the community needs and adapt its decisions based on consensus-based community feedback 🫶
  • Diligence. The IETF LLC is expected to act responsibly so it minimizes risks to IETF participants and to the future of the IETF as a whole, including financial risks 💅
  • Unification: The IETF LLC gives the IETF, the Internet Architecture Board (IAB), and the Internet Research Task Force (IRTF) their corporate legal home 🏠 It also provides financial support for the operation of the RFC Editor 🎀
  • Transfer or Dissolution: Consistent with [IETF-LLC-A], the IETF LLC subsidiary MAY be transferred from ISOC to another organization, at the request of either party 🦋 Similarly, the IETF LLC MAY be dissolved if necessary. If either of these happens, the IETF community SHOULD be closely involved in the decisions and plans 🫶 Any transfer, transition, or dissolution SHOULD be carried out carefully, with as little disruption to the IETF as possible 😭

The transparency and responsiveness principles are there to tackle the concern in Section 3.3 of [IASA2RECS] about getting information and decisions shared faster and asking the community for comments sooner ⏰ Transparency was a huge deal all through the IASA 2.0 process, with little to no dissent 🔥 Everyone also agreed there will naturally be confidentiality needs around some contracting, personnel matters, and other narrow areas 🙈

4.5. Principles of the IETF and ISOC Relationship

The principles of the IETF and ISOC relationship are laid out in [RFC8712] 📜 The quick version: the IETF is responsible for developing the Internet Standards, and ISOC helps out by giving the IETF a legal entity to host the IETF LLC in, plus financial support 🧚

4.6. Relationship of the IETF LLC Board to the IETF Leadership

The IETF LLC Board is directly accountable to the IETF community for how the IASA 2.0 performs 👑 But the Board's job also treats the IESG, IRTF, and IAB as major internal customers of the administrative support services 💅 So the Board and the IETF Executive Director SHOULD NOT consider their work successful unless the IESG, IRTF, and IAB are also happy with the administrative support the IETF is getting 🥹

4.7. Review of IETF Executive Director and IETF LLC Board Decisions

The IETF LLC Board is directly accountable to the IETF community for how the IASA 2.0 performs, including hiring and managing the IETF Executive Director 💼 In extreme cases where people are really unhappy with the IETF LLC, the community can use the recall process mentioned in Section 6.7 💀

Anyone in the IETF participant community MAY ask the Board for a formal review of a decision or action by the IETF Executive Director or the Board 🔍 They just have to believe it wasn't done in line with IETF BCPs or IETF LLC Board policies and procedures.

A formal request for review MUST be addressed to the IETF LLC Board chair, and it MUST include a description of the decision or action being reviewed. It also MUST include an explanation of how, in the requestor's opinion, the decision or action violates the BCPs or IASA 2.0 operational guidelines, plus a suggestion for how the situation could be fixed 📝

The IETF LLC SHALL respond to these requests within a reasonable period, typically within 90 days 🗓️ It SHALL also publicly publish information about the request and the corresponding response and/or result 📢

4.8. Termination and Change

Any major change to the IASA 2.0 arrangements SHALL require community consensus and deliberation, and SHALL be reflected by a subsequent Best Current Practice (BCP) document 📚 No sneaky changes allowed, periodt 🙅‍♀️

5. Structure of IASA 2.0 🧩

5.1. IETF Executive Director and Staff Responsibilities

The IETF LLC is led by an IETF Executive Director who is chosen by the Board 👑 The IETF Executive Director is responsible for managing the day-to-day operations of the IETF LLC, including hiring staff for the different operational functions 💼 The IETF Executive Director and any staff MAY be employees or independent contractors 🫶

Letting the work get split between multiple staff members and contractors is designed to address some of the concerns raised in Section 3.2 (Lack of Resources) and Section 3.4 (Funding/Operating Model Mismatch and Rising Costs) of [IASA2RECS] 🌈

Based on how much work the IAD and others involved in IETF administration were already doing, the IETF LLC design expected that the IETF Executive Director might need to hire multiple additional staff members 📈 For example, the plan envisioned resources for managing fundraising, for managing the various contractors that get engaged to handle the IETF's administrative needs, and for supporting outreach and communications 📣

The IETF has historically benefited from using contractors for accounting, finance, meeting planning, administrative assistance, legal counsel, tools, and web site support, plus other services tied to the standards process (e.g., RFC Editor and IANA) 🛠️ Before the move from IASA to IASA 2.0, the IETF budget had specific support from ISOC for communications and fundraising, plus some general support for accounting, finance, legal, and other services 💸 How responsibilities get split between staff and contractors is up to the IETF Executive Director and their staff 🎀

The IETF has a long history of community involvement in running certain administrative functions 🤝 That includes developing IETF tools, operating the meeting network through the Network Operations Center (NOC), and some outreach and communications work done by the Education and Mentoring Directorate 🌸 The IETF LLC staff is expected to respect the IETF community's wishes about community involvement in these and other functions going forward, as long as the staff feels they can still meet the community's other stated needs 🫶 Setting up the framework so the IETF LLC can staff each administrative function as appropriate MAY require the IETF community to write down its consensus expectations in areas where nothing is documented yet 📝

So in summary, the IETF Executive Director, with support from the team they alone direct and lead, is responsible for:

  • Developing and refining an annual budget and other strategic financial planning documents at the direction of the Board 📊
  • Executing on the annual budget, including reporting to the Board regularly with forecasts and actual performance to budget 📈
  • Hiring and/or contracting the necessary resources to meet their goals, within the defined limits of the IETF Executive Director's authority and within the approved budget. This includes managing and leading any such resources, including performing regular performance reviews 🧑‍💼
  • Following the pre-approval guidelines set forth by the Board for contracts or other decisions that have financial costs exceeding a certain threshold of significance. Such thresholds are expected to be set reasonably high, so that the need for such approvals is infrequent and only occurs when something is truly significant or otherwise exceptional 🔒 The IETF Executive Director is expected to be sufficiently empowered to do the job on a day-to-day basis, being held accountable for meeting high-level goals rather than being micromanaged 🦋
  • Regularly updating the Board on operations and other notable issues as reasonable and appropriate 🗣️
  • Ensuring that all staff and/or other resources comply with any applicable policies established or approved by the Board, such as ethics guidelines and/or a code of conduct 💜

5.2. IETF LLC Board Responsibilities 📋✨

okay so this section is basically a highlight reel of what the IETF LLC Board does 💅 but the real, legally binding stuff lives in the LLC Agreement [IETF-LLC-A] and applicable law. if anything here doesn't match up or feels confusing, those two are the source of truth, bestie 🫶

board members have fiduciary obligations from the LLC Agreement and applicable law, including duties of loyalty, care, and good faith 🔥 the Board sets the broad strategic direction for the LLC, adopts an annual budget, hires or fires an IETF Executive Director (or changes the terms of their gig), adopts employee benefit plans, consults the relevant IETF communities on LLC stuff as appropriate, approves changes to the LLC governance structure, takes on any debt, and signs off on agreements that hit a big materiality threshold the Board gets to decide 💼 the IETF LLC Board is also expected to hand off day-to-day management and decision-making to staff, which is very much a "trust the team" moment 🌸

per Section 5(d) of the LLC Agreement, and as Section 4.4 of this document also describes, the Board shall, as appropriate, act transparently and give the IETF community a chance to review and discuss any proposed changes to the IETF LLC structure before they're adopted 🦋

the Board's whole job is making sure the LLC's strategy and conduct actually match what the IETF needs, both the concrete stuff and the transparency and accountability stuff 💜 the Board is not supposed to be the one defining the IETF's needs 🙅‍♀️ if those need to be written down, the community does that in consensus-based RFCs (like what they did in [RFC8718]), and folks give more detailed input through consultations with the Board, like on email lists or at IETF meetings 📝

key IETF LLC Board responsibilities include:

  • Setting broad strategic direction for the LLC. 🧭
  • Hiring or terminating an IETF Executive Director (or amending the terms of their engagement). 👩‍💼
  • Delegating management of day-to-day activities and related decision-making to staff. 🫶
  • Adopting any employee benefit plans. 🎀
  • Consulting the relevant IETF communities on matters related to the LLC, as appropriate. 🗣️
  • Approving any changes to the LLC governance structure. 🏛️
  • Adopting an annual budget and, as necessary, incurring any debt. 💰
  • Preparing accurate and timely financial statements for ISOC, in accordance with generally accepted accounting principles. 📊
  • Providing assistance to help facilitate ISOC's tax compliance, including but not limited to assistance related to preparing the Form 990 and responding to any United States Internal Revenue Service (IRS) questions and audits. 🧾
  • Approving entering into agreements that meet a significant materiality threshold to be determined by the Board. ✍️
  • Limiting its activities to the purposes set forth in Section 4 of the LLC Agreement, in a manner consistent with ISOC's charitable purposes. 🎗️
  • Establishing an investment policy. 📈
  • Using best efforts to conduct all of its activities in strict compliance with the LLC Agreement and all applicable laws, rules, and regulations. ⚖️
  • Ensuring that the IETF LLC is run in a manner that is transparent and accountable to the IETF community. 🔍
  • Developing policies, including those noted in Section 8, procedures, and a compliance program. 📚
  • Obtaining Commercial General Liability and other appropriate insurance policies, with agreed-upon coverage limits. 🛡️
  • Recruiting new Directors for consideration in all of the various appointment processes. 🌟

5.3. Board Design Goals 🎯

the goal of this Board composition is to balance two things: the IETF LLC needs to be accountable to the IETF community, and the Board needs enough expertise to oversee a small non-profit company 🧠 the Board is smaller than the previous IAOC and the other IETF leadership bodies, partly so it can stay focused on its fairly limited set of strategic responsibilities from Section 5.2 🎀

this board structure is built to fix the oversight problems described in Section 3.1.4 of [IASA2RECS] 👀 it pairs limited strategic responsibilities (Section 5.2) and a small size with the staff responsibilities from Section 5.1. the result is a clear line of oversight over staff performance: the IETF LLC Board oversees the IETF Executive Director's performance and has actual legal authority to remove an Executive Director who isn't performing 💅 meanwhile, the IETF Executive Director runs the day-to-day operations of the IETF LLC 🌈

lastly, the Board is expected to operate transparently, which helps address the concern raised in Section 3.3 of [IASA2RECS] 🦋 the default transparency rule that came out of the IASA 2.0 design process is detailed in Section 4.4. the Board will need to figure out how it's going to meet that commitment 📝

6. IETF LLC Board Membership, Selection, and Accountability 👑

this section lays out the composition of the IETF LLC Board, how Directors get selected, and other related details 🧚

6.1. Board Composition 🧩

there's a minimum of 5 directors, and that can expand to 6 or 7 💖 the IETF LLC Board is made up of the following:

  • 1 IETF Chair or delegate selected by the IESG
  • 1 appointed by the ISOC Board of Trustees
  • 3 selected by the IETF Nominating Committee (NomCom), confirmed by the IESG
  • Up to 2 appointed by the IETF LLC Board itself, on an as-needed basis, confirmed by the IESG

for the first slot listed above, the presumption is that the IETF Chair will serve on the Board 🌸 at the IESG's discretion, another area director may serve instead, or in exceptional cases the IESG may run a selection process to appoint a Director. this slot exists to keep the Board and the IESG coordinated and talking to each other 💬

6.2. IETF LLC-Appointed Directors 🎀

as noted above, a maximum of two Directors may be appointed by the IETF LLC Board 🙌 they can choose to appoint none, one, or two. these appointments don't have to be exceptional; they can be routine, and they can happen any time of year since they're on an as-needed basis 📅

appointing a Board-appointed Director takes a two-thirds majority vote of the Directors then in office 🗳️ the appointee takes office immediately upon appointment and IESG confirmation. each appointment's term is designated by the Board, with a maximum term of three years, or until the Director resigns, is removed, or dies 🕊️ the Board can decide on a case-by-case basis how long each term is, keeping in mind the consecutive-terms restriction in Section 6.5 ✨

6.3. Recruiting IETF LLC Board Directors 📣

the Board itself is expected to take an active role in recruiting potential new Directors, no matter which process is used to appoint them 🫶 the NomCom mainly focuses on the requirements the Board and others express, reviewing community feedback on candidates, conducting candidate interviews, and ultimately appointing Directors 💼 the Board and others can also recruit potential Directors and get them into the NomCom's consideration process, or into open consideration processes of the other appointing bodies if those bodies choose to use them 🌈

6.4. IETF LLC Board Director Term Length ⏳

the term length for a Director is three years 💜 there are a few exceptions to this guideline:

  • The terms for some Directors during the first full formation of the IETF LLC Board, which are set up to create staggered terms, and the terms for any appointments to fill a vacancy.
  • The Director slot occupied by the IETF Chair ex officio, or a delegate selected by the IESG, serves a two-year term. this applies whether or not the person is on the IESG, whether or not they rotate off the IESG during the two-year term, and whether or not they're on the IESG at all. this makes the term length for this slot match the term lengths in [RFC8713], Section 3.4 🧁

6.5. IETF LLC Board Director Limit 🚫

a Director can serve no more than two consecutive terms. a Director cannot serve a third term until three years have passed since their second consecutive term 🕰️ the exception is when a Director role is held by the IETF Chair ex officio, since that person's service is governed instead by the term lengths in [RFC8713], Section 3.4.

the term limits above apply to an individual, even if that person gets appointed in different ways over time 🔁 for example, someone appointed to two terms by the ISOC Board of Trustees can't immediately be appointed to a third term by the IETF NomCom. a Director appointed by the IETF LLC itself may only serve one term through that appointment method, and any later terms would have to come through other methods. either way, the term limits above still apply to that individual 💅

lastly, partial terms of less than three years for the initial appointments to the first full Board (some Directors will have terms of one or two years) don't count against the term limit 🌟

the limit on consecutive terms keeps fresh ideas and energy flowing into the Board, and it helps reduce the long-term risk of ossification or conflict, all without hurting the pool of potential Director candidates over time 🌱

6.6. Staggered Terms 🎢

the Internet Society Board of Trustees, the IESG, the Nominating Committee, and the IETF LLC Board are expected to coordinate with each other so that, collectively, their appointment or selection processes make sure no more than three Directors' terms conclude in the same year 📆

6.7. IETF LLC Board Director Removal 🚪

NomCom-appointed and IESG-appointed 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. so for example, if there are seven directors, then five votes are required 🧮 Directors can also be removed through the IETF recall process defined in [RFC8713], Section 7.

6.8. Filling an IETF LLC Board Director Vacancy 🧩

it shall be the responsibility of each body that appointed or selected a Director who leaves the Board to appoint a new Director to fill the vacancy 🔄 for example, if a Director selected by the NomCom leaves the Board before their term ends for whatever reason, then it's the NomCom's job (using its mid-term rules, as specified in [RFC8713], Section 3.5) as the original appointing body to name a replacement who will serve out the rest of the departed Director's term 💜 however, this obligation does not apply to vacancies in Board-appointed positions.

6.9. Quorum 🙋‍♀️

at all meetings of the Board, two-thirds of the Directors then in office shall constitute a quorum for doing business 📋 unless applicable law, the LLC Agreement, or an applicable Board policy expressly requires a greater affirmative vote for an action, the affirmative vote of two-thirds of the Directors then in office shall be an act of the Board 🎉

6.10. Board Voting 🗳️

Okay so, Board decisions can happen two ways: a vote during a Board meeting (phone and video count too 📞), or an asynchronous written process, electronic included 💌. Absentee voting and voting by proxy shall not be permitted. No sending your vibe to vote for you 🙅‍♀️. If there isn't a quorum at a meeting, the Directors who are there can adjourn without notice, other than an announcement at the meeting, until a quorum shows up ⏰. The voting thresholds for removing a Director are in Section 6.7 🎀.

6.11. Interim Board 🌱

An initial interim Board was needed to legally form and bootstrap the IETF LLC, so it was just a little squad formed temporarily until the first full Board got set up 🧚. The interim Board was made up of:

  • The IETF chair, ex officio
  • The IAOC chair, ex officio
  • The IAB chair, ex officio
  • One ISOC trustee, selected by the ISOC Board of Trustees

6.12. Board Positions 👑

After the first permanent Board got formed, and every year after that, the Directors shall elect a Director to be Board Chair by majority vote 🗳️. The IETF, IAB, and IRTF chairs, and the chair of ISOC's Board, are ineligible for this role 🙅‍♀️. The Board may also form committees of the Board and/or define other roles for Board Directors as needed 💼.

7. IETF LLC Funding 💸

The IETF LLC has to run on a budget where costs get balanced against limited revenues 🧮. The IETF community expects the IETF LLC to work toward that goal, so it can keep up a viable support function that lets the work of the IETF, IAB, IRTF, and RFC Editor stay vibrant and productive 🌸.

When this document was written, the IETF LLC was pulling in income from a few key sources, listed below 💰. More income sources might show up later within the general bounds in Section 7.8, and some of these might become less relevant or disappear entirely 🌊. So this list can change over time, and it's just an example of the main income sources at the time of writing:

  1. ISOC support
  2. IETF meeting revenues
  3. Sponsorships (monetary and/or in-kind)
  4. Donations (monetary and/or in-kind)

7.1. Financial Statements 📊

As noted in Section 5.2, the IETF LLC must comply with relevant tax laws, like filing an annual IRS Form 990 📝. Other official financial statements may be required too.

On top of those official statements and forms, the IETF LLC is also expected to keep the IETF community updated on a regular basis about the current and future annual budget, budget forecasts vs. actuals across a fiscal year, and other big projects as needed 📣. That regular reporting is expected to come in the form of standard financial statements showing income, expenses, assets, and liabilities of the IETF LLC 🧾.

7.2. Bank and Investment Accounts 🏦

The IETF LLC has its own bank account, separate and distinct from ISOC 💅. The IETF LLC may create additional accounts at its discretion when needed. In the same way, the IETF LLC may create investment accounts as needed to support its financial goals and objectives 📈.

7.3. Financial Audits 🔍

The IETF LLC is expected to keep and work with an independent auditor 🕵️‍♀️. The auditor's reports are expected to be shared with the IETF community and other groups and organizations as needed or as required by law 📬.

7.4. ISOC Financial Support 🤝

ISOC currently gives the IETF LLC a whole lot of financial support 🫶. Exhibit B of the [IETF-LLC-A] sums up that support from ISOC for the foreseeable future 🔮. This support is expected to be reviewed and revised from time to time, through a cooperative assessment process between ISOC and the IETF LLC 🤓.

7.5. IETF Meeting Revenues 🎟️

Meeting revenues are another big source of funding for the IETF 💖, mainly coming from the fees paid by IETF meeting participants. The IETF Executive Director sets those meeting fees, in consultation with other IETF LLC staff and the IETF community, and the IETF LLC Board has to approve them ✅. Setting these fees and projecting how many people will show up at future meetings is a key part of the annual budget process 🧠.

7.6. Sponsorships and Donations to the IETF LLC 🎁

Sponsorships and donations are an essential part of the financial support for the IETF 💜. Within the general bounds in Section 7.8, the IETF LLC is responsible for fundraising in order to establish, maintain, and grow a strong foundation of donation revenue 🌈. That can and does include direct financial contributions as well as in-kind contributions, like equipment, software licenses, and services 💻.

Sponsorships and donations to the IETF LLC do not (and must not) give sponsors and donors any special oversight or direct influence over the IETF's technical work or any other activities of the IETF or IETF LLC 🚫. This keeps undue influence from being attached to the people funds come from, and it helps keep the IETF standards process open and consensus-based 🫧.

If the IETF LLC needs to take on any big special projects for the IETF, it may need to fundraise separately for those projects 🎯. So the IETF LLC may fundraise to support the IETF in general, plus one or more special fundraising efforts, which may also be tracked separately and held in a separate bank account or investment when needed 🗂️.

7.7. Focus of Funding Support 🎯

The IETF LLC exists to support the IETF, IAB, and IRTF 🫡. So the IETF LLC's funding, along with all revenues, in-kind contributions, and other income that make up that funding, shall be used solely to support activities related to the IETF, IAB, IRTF, and RFC Editor, and for no other purposes 🚫💸.

7.8. Charitable Fundraising Practices 🎀

When the IETF LLC does fundraising, it substantiates charitable contributions on behalf of ISOC. That means that under United States tax law, the IETF LLC must send donors a written acknowledgment of their contributions 💌. The IETF LLC evaluates and helps with state, federal, and other applicable law and regulatory compliance for ISOC and/or the LLC for those fundraising activities ⚖️. The IETF LLC also makes sure all fundraising activities follow any policies the IETF LLC develops, including, but not limited to, those noted in Section 8 📋.

7.9. Operating Reserve 🐷

An initial target operating reserve is specified in Exhibit B of the [IETF-LLC-A] 🏝️. It says the IETF LLC should keep an operating reserve equal to the IETF LLC's budgeted Net Loss for 2019 multiplied times three 🔢. The IETF LLC, working with ISOC, may regularly review the financial target for this reserve fund, as noted in the [IETF-LLC-A] or as otherwise necessary 🔁.

If the IETF LLC ends up with an annual budget surplus, it may choose to direct all or part of that surplus toward growing the operating reserve 🌱.

7.10. Annual Budget Process 📅

As noted in Section 4.3, the IETF LLC is responsible for managing the IETF's finances and budget 💼. A big part of that job is establishing, maintaining, and successfully meeting an annual budget 🏆. This is essential to the continued operation and vibrancy of the IETF's technical activities, and it builds trust with ISOC, sponsors, and donors that funds are being spent appropriately and that financial oversight is happening properly 🫶. It's also essential for the IETF LLC to meet applicable legal and tax requirements, and it's a core part of the Board's fiduciary responsibilities 👑.

As explained in Section 5.1, the IETF Executive Director is expected to develop, execute, and report on the annual budget 📣. Regular reporting is expected to include forecast vs. budget statements, including updated projections of income and expenses for the full fiscal year 📈.

As explained in Section 5.2, the Board is expected to review and approve the budget, and to provide ongoing oversight of the budget and of any other significant financial matters 👀.

The annual budget is expected to be developed in an open, transparent, and collaborative way, in accordance with Section 4.4 🌷. The specific timeline for developing, reviewing, and approving the IETF LLC annual budget is established by the Board and may be revised as needed ⏳.

8. IETF LLC Policies 📜

The Board is expected to maintain policies as necessary to achieve the goals of the IETF LLC, meet transparency expectations of the community, comply with applicable laws or regulations, or for other reasons as appropriate 🧸. All policies are expected to be developed with input from the IETF community 🗣️. Some policies from ISOC, and past policies developed by the previous IAOC, may give the Board a useful starting point 🌟.

8.1. Conflict of Interest Policy ⚠️

The Board is expected to maintain a Conflict of Interest policy for the IETF LLC 🙈. The details are up to the Board, but at a minimum that policy is expected to include the following:

  • The IETF, ISOC Board, IAB, or IRTF chair cannot be chair of the IETF LLC Board, though they may serve as a Director.
  • A Director cannot be a paid consultant or employee of the IETF Executive Director or their sub-contractors, nor a paid consultant or employee of ISOC.

8.2. Other Policies 🧾

The Board is expected to maintain additional policies for the IETF LLC as necessary, covering Directors, employees, and contractors, on issues like:

  • Acceptance of gifts and other non-cash compensation
  • Travel and expense reimbursement
  • Anti-bribery
  • Code of conduct
  • Anti-harassment
  • Non-discrimination
  • Whistleblower
  • Document retention
  • Export controls
  • Anti-terrorism sanctions
  • Data protection and privacy
  • Social media

8.3. Compliance 🛡️

The IETF LLC is expected to implement a compliance program to make sure it follows all applicable laws, rules, and regulations 💅. That includes, without limitation, laws on bribery, anti-terrorism sanctions, export controls, and data protection/privacy, plus the other applicable policies in Section 8 📚. On top of that, the IETF LLC's actions and activities must be consistent with 501(c)(3) purposes 🌈.

The IETF LLC is expected to report to ISOC and the IETF community on how its compliance plan is going, every year 📆.

9. Three-Year Assessment 🔭

The IETF LLC, with community involvement, shall conduct and complete an assessment of the structure, processes, and operation of IASA 2.0 and the IETF LLC 🔍. This should be presented to the community after roughly three years of operation 🎂. The assessment may include recommendations for improvements or changes to IASA 2.0 and/or the IETF LLC 💡.

10. Security Considerations 🔐

This document describes the structure of IASA 2.0. It introduces no security considerations for the Internet 🫧.

11. IANA Considerations 🦋

This document has no IANA considerations in the traditional sense 🙃. However, some of the information in this document may affect how the IETF standards process interfaces with the IANA, so the IANA may be interested in the contents 👀.

12. References ✨

12.1. Normative References 📚✨

okay bestie, these are the must-read sources, the ones the spec literally can't function without 💅

[IETF-LLC-A] "Limited Liability Company Agreement of IETF Administration LLC", August 2018, <https://www.ietf.org/documents/180/IETF-LLC-Agreement.pdf>.

[RFC8712] Camarillo, G. and J. Livingood, "The IETF-ISOC Relationship", RFC 8712, DOI 10.17487/RFC8712, February 2020, <https://www.rfc-editor.org/info/rfc8712>.

[RFC8713] Kucherawy, M., Ed., Hinden, R., Ed., and J. Livingood, Ed., "IAB, IESG, IETF Trust, and IETF LLC Selection, Confirmation, and Recall Process: Operation of the IETF Nominating and Recall Committees", BCP 10, RFC 8713, DOI 10.17487/RFC8713, February 2020, <https://www.rfc-editor.org/info/rfc8713>. 🎀

12.2. Informative References 🦋

these are the background reads 🧚 totally worth a skim if you want the full backstory, no cap

[IASA2RECS] Haberman, B., Arkko, J., Daigle, L., Livingood, J., Hall, J., and E. Rescorla, "IASA 2.0 Design Team Recommendations", Work in Progress, Internet-Draft, draft-haberman-iasa20dt-recs-03, 27 November 2018, <https://tools.ietf.org/html/draft-haberman-iasa20dt-recs-03>.

[ISOC] The Internet Society, "Amended and restated By-Laws of the Internet Society", October 2019, <https://www.internetsociety.org/about-internet-society/governance-policies/by-laws/>. 💜

[RFC2014] Weinrib, A. and J. Postel, "IRTF Research Group Guidelines and Procedures", BCP 8, RFC 2014, DOI 10.17487/RFC2014, October 1996, <https://www.rfc-editor.org/info/rfc2014>.

[RFC2026] Bradner, S., "The Internet Standards Process -- Revision 3", BCP 9, RFC 2026, DOI 10.17487/RFC2026, October 1996, <https://www.rfc-editor.org/info/rfc2026>. 🌸

[RFC2850] Internet Architecture Board and B. Carpenter, Ed., "Charter of the Internet Architecture Board (IAB)", BCP 39, RFC 2850, DOI 10.17487/RFC2850, May 2000, <https://www.rfc-editor.org/info/rfc2850>.

[RFC3233] Hoffman, P. and S. Bradner, "Defining the IETF", BCP 58, RFC 3233, DOI 10.17487/RFC3233, February 2002, <https://www.rfc-editor.org/info/rfc3233>. ✨

[RFC3710] Alvestrand, H., "An IESG charter", RFC 3710, DOI 10.17487/RFC3710, February 2004, <https://www.rfc-editor.org/info/rfc3710>.

[RFC4071] Austein, R., Ed. and B. Wijnen, Ed., "Structure of the IETF Administrative Support Activity (IASA)", BCP 101, RFC 4071, DOI 10.17487/RFC4071, April 2005, <https://www.rfc-editor.org/info/rfc4071>. 🍓

[RFC4333] Huston, G., Ed. and B. Wijnen, Ed., "The IETF Administrative Oversight Committee (IAOC) Member Selection Guidelines and Process", BCP 113, RFC 4333, DOI 10.17487/RFC4333, December 2005, <https://www.rfc-editor.org/info/rfc4333>.

[RFC7691] Bradner, S., Ed., "Updating the Term Dates of IETF Administrative Oversight Committee (IAOC) Members", BCP 101, RFC 7691, DOI 10.17487/RFC7691, November 2015, <https://www.rfc-editor.org/info/rfc7691>. 🫶

[RFC8714] Arkko, J. and T. Hardie, "Update to the Process for Selection of Trustees for the IETF Trust", BCP 101, RFC 8714, DOI 10.17487/RFC8714, February 2020, <https://www.rfc-editor.org/info/rfc8714>.

[RFC8718] Lear, E., Ed., "IETF Plenary Meeting Venue Selection Process", BCP 226, RFC 8718, DOI 10.17487/RFC8718, February 2020, <https://www.rfc-editor.org/info/rfc8718>. 👑

Acknowledgments 🫶

big thank-you energy to everyone who helped bring this together 💖

Thanks to Jari Arkko, Richard Barnes, Brian E. Carpenter, Alissa Cooper, John C. Klensin, Bob Hinden, Jon Peterson, Sean Turner, and the IASA2 Working Group for discussions of possible structures, and to the attorneys of Morgan Lewis and Brad Biddle for legal advice. the legal team really said "we got you" 💅

Coauthor Hall performed work on this document before employment at the Internet Society, and his affiliation listed in this document is for identification purposes only. 🌈

Authors' Addresses 🎀

Brian Haberman Johns Hopkins University

Email: brian@innovationslab.net

Joseph Lorenzo Hall Internet Society

Email: hall@isoc.org

Jason Livingood Comcast

Email: jason_livingood@comcast.com

and that's the whole RFC, bestie 🌈✨👑

📦 where this page comes from