[Iasa20] AD review of draft-ietf-iasa2-rfc4071bis-04

[Alissa Cooper <[e-mail]>]

I have reviewed draft-ietf-iasa2-rfc4071bis-04 in preparation for IETF LC. I have some substantive comments and questions as well as some nits that should be resolved before IETF LC.


Substantive comments:

== Section 1 ==

The LLC agreement explicitly and purposefully states that the IETF LLC provides a corporate legal framework for activities related not only to the IETF, but also the IAB and IRTF. I think it would make sense for that to be explicit in Section 1 of this document as well. Below I point out some other places where it needs to be made explicit.

== Section 2.1 ==

"The LLC Agreement between the IETF LLC and ISOC [IETF-LLC-A] is also
   out of scope for this document"

I don't really understand what this is trying to say. Is the point that the substance of the legal agreement between the two entities is specified elsewhere, and not in this document?

== Section 3.1 ==

As I noted in another thread, if the term "IASA" is going to be used, it needs to be defined. There are other documents that use IASA as a proper noun (e.g., draft-ietf-mtgvenue-meeting-policy). Personally I think this is a mistake, but others disagreed. Since it is being used that way, though, I feel strongly that the specific roles and entities to which "IASA" refers need to be enumerated in the definition of the term "IASA" in order to meet the goals of this working group. Perhaps a simple definition could be something like: "IASA 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." 

== Section 3.4 ==

"Unification: The IETF LLC is responsible for providing unified
      legal, financial, and administrative support for operation of the
      IETF, IAB, IESG, IRTF, and RFC Editor."
    
I think this is not quite correct, or at least labeling it "unification" is not quite correct. The LLC does not provide administrative support to the RSE, which is one component of the RFC Editor. The nature of the legal support is also limited, to my knowledge: we provide legal support to the RPC in the context of litigation where RFCs are invoked. But we do not provide general legal support on other matters to the RPC or the RSE.

I suspect the main point here is for there to be unified legal, financial, and administrative support for operation of the IETF, IAB, and IRTF, and financial support for the operation of the RFC Editor. 

"It was recognized that there will naturally be a confidentiality requirement
   about some aspects of hotel contracting, personnel matters, and other
   narrow areas."

I'm not clear why hotel contracting is specifically called out here as opposed to just "contracting." I believe the financial terms of nearly every contract we have now are kept confidential, for example, to protect our ability to contract and contractors' own business interests.

== Section 3.5 ==

Since we have an entire document about the IETF-ISOC relationship (draft-ietf-iasa2-rfc2031bis), why is this section needed?

== Section 3.7 ==

"Anyone in the community of IETF participants may ask the IETF LLC
   Board for a formal review of a decision or action by the IETF
   Executive Director or IETF LLC Board if they believe this was not
   undertaken in accordance with IETF BCPs or IASA 2.0 operational
   guidelines."

What is meant by "IASA 2.0 operational guidelines?" Does this mean IETF LLC Board policies and procedures, or something else?

== Section 3.8 ==

This section seems superfluous. This document is intended to be published as a consensus IETF BCP, so the text here is trivially true, just as with all consensus-based RFCs.

== Section 4.2 ==

I'm wondering about how the first section of this text squares with what is in the LLC Agreement, in a couple of ways:

(1) The LLC Agreement does not state that the board has duties of loyalty, care, and good faith. I don't know if these are implied, but I think we should hesitate to try to establish these kinds of duties in the RFC if they aren't established in the legal agreements. Would be interested in Brad's opinion on this.

(2) The first bulleted list of responsibilities is overlapping but not the same as the board responsibilities described in 5(d) of the LLC Agreement. That list is:

"The Board will set broad strategic direction for the Company, and will be responsible for adopting an annual budget, hiring or terminating an Executive Director (or amending the terms of their engagement), adopting any employee benefit plans, consulting the relevant IETF communities on matters related to the Company as appropriate, approving any changes to the LLC governance structure, incurring any debt, and approving entering into agreements that that meet a significant materiality threshold to be determined by the Board."

I can understand that there may be additional responsibilities that the community expects of the board that aren't listed in the LLC Agreement (i.e., recruiting new directors). But for the ones that are listed in the LLC Agreement, I think it would be clearer to use the exact same phrasing in both places rather than talking about the same ideas using different words. There is additional wording about transparency in Exhibit A, Section 13.

Similarly, the second bulleted list of responsibilities is a subset of the obligations in Section 11(a) of the LLC Agreement, using slightly different words. I don't understand the motivation for including this list this way. It seems like a reference to 11(a) would be more appropriate.

== Section 5.3 ==

"The IETF
   LLC Board and others can recruit potential Directors and get them
   into the consideration process of the NomCom or other appointing
   bodies."

I would suggest:

"The IETF
   LLC Board and others can recruit potential Directors and get them
   into the consideration process of the NomCom or into open considerations processes of the other appointing bodies if those bodies choose to use such processes."

Otherwise this makes it sound like the board is fielding candidates for the IESG and/or ISOC BoT, which doesn't seem like a role for a board as a whole.

== Section 5.5 ==

This is borderline editorial, but I'd like to suggest a clarification and see if I understand this correctly:

OLD
A director may serve no more than two consecutive terms, with at
   least one full term prior to the start of any additional terms
   (meaning a director cannot serve a third term until three years has
   passed). 

NEW
A director may serve no more than two consecutive terms. A director cannot serve a third term until three years have passed since his or her second consecutive term. 

== Section 5.10 ==

Again here the rules as described don't quite match the voting rules in the LLC Agreement, Exhibit A, Section 10. I think they need to.

== Section 5.11 ==

I would recommend deleting this: 

"The
   Interim Board was expected to conclude no later than the end of the
   104th meeting of the IETF, in March 2019."

It's going to be overcome by events before this document is published.

== Section 5.12 ==

The description of how the Board chair is selected is slightly different from how it is described in the LLC Agreement, Exhibit A, Section 11, which says:

"Following the formation of the first permanent Board, and annually thereafter, the Directors shall elect a Director to serve as Board Chair. The IETF, IAB and IRTF chairs, and the chair of the Member’s Board, will be ineligible for this Board Chair role."

I think it would make sense to just use the above verbatim.

== Section 6 ==

To cover all the things the budget is supposed to support, I would suggest:

OLD
The IETF community expects the IETF LLC to work to
   attain that goal, in order to maintain a viable IETF support function
   that provides the environment within which the IETF's technical work
   can remain vibrant and productive.

NEW
The IETF community expects the IETF LLC to work to
   attain that goal, in order to maintain a viable support function
   that provides the environment within which the work of the IETF, IAB, IRTF, and RFC Editor can remain vibrant and productive.
   
In this section and Section 6.6 I find the use of the term "donations" and the absence of the term "sponsorships" confusing because "donation" connotes a gift for which the donor doesn't necessarily receive anything in return. IETF sponsors do receive benefits, from brand recognition on up. Read this way, the three main funding sources at present are ISOC contributions, meeting registration fees, and sponsorships (not donations). Donations are a distinct category that it would be nice to grow as well, but it's much smaller than those three right now (and not even included as its own line item in the 2019 budget, for example).

== Section 6.4 ==

"Exhibit B of the [IETF-LLC-A] summarizes the one-time and on-
   going financial support from ISOC for the forseeable future."

Actually this is only specified for the first two years of the LLC's existence, so it would be better to say that than "forseeable future."

== Section 6.5 ==

"The IETF Executive Director sets those meeting fees,
   in consultation with the IETF LLC and the IETF community, with formal
   approval by the IETF LLC."

This sounds circular. Perhaps:

"The IETF Executive Director sets those meeting fees,
   in consultation with other IETF LLC staff and the IETF community."

== Section 6.6 ==

See comments regarding sponsors vs. donors above in Section 6. I think this text needs to clarify whether it's talking about sponsorships or donations or both.

== Section 6.7 ==

I would suggest replacing this section with the following, to align with the LLC Agreement:

6.7.  Focus of Funding Support

   The IETF LLC exists to support the IETF, IAB, and IRTF.  Therefore, the IETF LLC's
   funding and all revenues, in-kind contributions, and other income
   that comprise that funding shall be used solely to support activities related to the IETF, IAB, and IRTF and for no other purposes.
   
== Section 6.10 ==

"Regular
   reporting is expected to include monthly and quarterly forecast vs.
   budget statements, including updated projections of income and
   expenses for the full fiscal year."

I'm wondering about the quarterly reports here. Because the IETF's finances are so dependent on meetings and those occur three times per year, it would make more sense to me to have forecasts produced after each meeting rather than quarterly. (This is essentially what we do already, since we produce meeting financial statements.)

== Section 12 ==

I think I-D.ietf-iasa2-rfc7437bis needs to be a normative reference.


Nits:

Please fix the I-D nits.

== Section 1 ==

s/Internet Administrative Oversight Committee (IAOC)/IETF Administrative Oversight Committee (IAOC)/

I would recommend deleting this paragraph:

   The point of the IASA2 WG and process has been to solicit community
   input about how to address the challenges identified in
   [I-D.haberman-iasa20dt-recs], and included much debate on the IASA2
   mailing list and the IASA2 working group meetings at IETF 101
   [ietf101-slides] and IETF 102 [ietf102-slides].

== Section 3.1 ==

OLD
IAOC: IETF Administrative Oversight Committee, a committee that
   oversaw IETF administrative activity, obsoleted by this document and
   replaced by the IETF LLC Board.  (The IETF Trust function of the
   former IAOC was not included in the new responsibilities of the IETF
   LLC Board (See [I-D.ietf-iasa2-trust-update]).)

NEW
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 was formerly populated by IAOC members. Its membership is now distinct from that of the IETF
   LLC Board (See [I-D.ietf-iasa2-trust-update]).

OLD
IETF Administration LLC: The legal entity - a disregarded Limited
   Liability Company (LLC) of The Internet Society - established to
   house IASA2, specified by the ISOC/IETF LLC Agreement ([IETF-LLC-A])
   and referred to as "IETF LLC".

NEW
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 ([IETF-LLC-A]) and is referred to as "IETF LLC."

Delete this since the same text appears in the very next section: (Note that the title of
   "IETF Executive Director" in older documents such as [RFC2026] is now
   "Managing Director, IETF Secretariat".)

OLD
(The IETF
   LLC Board is formally a multi-member "manager" of the IETF LLC on
   behalf of ISOC (See Section 4.2).)

NEW
The IETF
   LLC Board is formally a multi-member "manager" of the IETF LLC on
   behalf of ISOC (See Section 4.2).

s/(see [RFC2031] and [ISOC])/(see [draft-ietf-iasa2-rfc2031bis] and [ISOC])/

== Section 3.2 ==

s/assume/assumes/

== Section 3.4 ==

"The IETF LLC is expected to conduct its work according to the
   following principles, subject to any reasonable confidentiality
   obligations:" 
   
It seems like confidentiality obligations are only in tension with the transparency principle, not all the principles. Perhaps this caveat about confidentiality should be moved down into the transparency principle instead of in the preamble about all of the principles.

OLD
Should either event occur, the
      IETF community should be closely involved in any decisions and
      plans, and any tranfer, transition, or dissolution conducted
      carefully and with minimal potential disruption to the IETF.
    
NEW
Should either event occur, the
      IETF community should be closely involved in any decisions and
      plans. Any tranfer, transition, or dissolution should be conducted
      carefully and with minimal potential disruption to the IETF.

s/confidentiality requirement/confidentiality requirements/

== Section 4 ==

s/4.  Structure of the IASA2/4.  Structure of IASA 2.0/

== Section 4.1 ==

s/that they alone direct and lead/that he or she alone directs and leads/

s/to meet their goals, within the defined limits of their authority/to meet his or her goals, within the defined limits of the IETF Executive Director's authority/

s/to perform their job/to perform the job/

== Section 4.3 ==

s/corporation/company/

== Section 5.7 ==

s/Directors may also be removed via the IETF recall process/Nomcom-appointed directors may also be removed via the IETF recall process/

== Section 5.8 ==

s/as specified in [RFC8318], Section 3.5/as specified in [I-D.ietf-iasa2-rfc7437bis], Section 3.5/

== Section 5.9 ==

s/is not be present/is not present/

== Section 6 ==

s/The IETF LLC generates/The IETF LLC was generating/

== Section 6.10 ==

s/trust with ISOC and donors/trust with ISOC, sponsors, and donors/

== Section 7.1 ==

s/this IETF LLC Board/the IETF LLC Board/