Network Working GroupS. Hollenbeck
Internet-DraftEditor, IAB and IESG
Expires: April 18, 2005October 18, 2004

IAB and IESG Recommendation for IETF Administrative Restructuring


Status of this Memo

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Copyright Notice

Copyright (C) The Internet Society (2004).


This document describes a joint recommendation of the Internet Architecture Board and the Internet Engineering Steering Group for administrative restructuring of the Internet Engineering Task Force. This recommendation will be discussed on the IETF list (, and the IETF leadership will attempt to determine if there is IETF consensus in going forward with this plan through a Last Call process.

Table of Contents

1.  Introduction
2.  The Process That Produced This Recommendation
3.  Recommendation
4.  Arguments That Had Particular Weight in the Discussions
    4.1  Focusing on Scenarios C and O
    4.2  Why We Chose Scenario O
5.  IANA Considerations
6.  Security Considerations
7.  Acknowledgements
8.  Informative References
§  Author's Address
A.  Scenario C
B.  Scenario O
§  Intellectual Property and Copyright Statements


1. Introduction

The Internet Engineering Task Force (IETF) has a need for administrative support functions. The debate and dialogue of 2003 and 2004 has led to the belief that the way these functions are provided needs to be changed.

This document gives the recommendation of the Internet Engineering Steering Group (IESG) and Internet Architecture Board (IAB) on what the next step in that change process should be, and some of the background and reasoning behind this recommendation.


2. The Process That Produced This Recommendation

During several months of the year 2004, the Internet Architecture Board (IAB) and the Internet Engineering Steering Group (IESG) worked together to consider several different options for restructuring of the Internet Engineering Task Force (IETF) administrative functions. The goal of this effort was to produce a recommendation for consideration by and approval of the IETF community. The rationale for this effort is described in RFC 3716 [1]Advisory, IAB., The IETF in the Large: Administration and Execution, March 2004.. Much background work and several detailed proposals for community consideration are provided in a report prepared by a consultant titled "IETF Administrative Support Functions" [2]Malamud, C., IETF Administrative Support Functions, September 2004..

The consultant's report included several possible scenarios for administrative restructuring (named scenario A, B, C, and D). As discussion took place within the IETF community, it became clear that some of the scenarios had features that appeared more promising than others, but that we did not have enough of a concrete proposal to crystallize opinions into a consensus for action. Members of the IESG and IAB took on the task of working out more complete descriptions of two of the scenarios. They were:

These descriptions were not intended to close off discussion of other scenarios, but to focus discussion around what appeared to be two independent loci of support.

Both scenarios were presented to the IETF community as mail notes (Scenario C, Scenario O) sent to the IETF discussion list. IETF participants' opinions, while quite divided on the subject, seemed to indicate a preference for scenario O as a "lower risk operation", but some participants indicated that they felt unable to give an informed opinion, disagreed with the process, or declared the subject out of their field of competence. This discussion garnered perhaps 40 participants who contributed on the list.

The IETF Chair then requested an informal poll of IETF opinion. People interested in participating in the poll were directed to a web site where their opinions could be noted, including whether they wanted to state an opinion or not. The raw poll results) were also shared with the community via a mail note to the IETF discussion list.

The poll sparked additional discussion on the list. Not all of that discussion agreed with the methodology of the poll. Taken with the discussion, though, the IESG and IAB members believe that there is a stronger indication of community support for change based on Scenario 0 than on other scenarios. The IESG and IAB members believe that Scenario O can be a workable basis of further progress, even if it is not the first preference for all members. Taken together, this has led to the IESG/IAB recommendation given below.


3. Recommendation

The collective recommendation of the IAB and IESG was presented to the IETF community of Friday 8 October 2004 via a mail note sent to the IETF mailing list:

"IETF folks,

The IESG and IAB have been considering the input from the IETF
community on the next steps going forward in IETF administrative

It appears clear to us that the community mostly sees scenario O
as the lower-risk scenario, and the one that gives us the greatest
probability of successfully doing what we have to do.

Based on this, the IESG and the IAB make the following

       We recommend that the IETF pursue scenario O, with the
       understanding that further work is needed to define the
       roles and responsibilities of the IETF, the IAOC and the
       ISOC BoT under this scenario

The "BCP section" of the scenario O note will be pulled out and
published as an internet-draft. We'd like to put this description
to the IETF community for a formal Last Call before the November
IETF meeting, if possible.

Also, as noted in the recommendation above, there are a number of
points where we need to work out in more detail how the system is
going to work - who takes decisions, who accepts those decisions,
and what conflict resolution mechanisms may be necessary, and so
on. The IAB and IESG are drafting a document that will describe
the finer level of detail as to the respective roles and
responsibilities of each of the players. We will publish this as
an internet-draft shortly.

We will continue to work intensely on this!"


4. Arguments That Had Particular Weight in the Discussions

4.1 Focusing on Scenarios C and O

The IETF list was presented with four scenarios in the consultant report [2]Malamud, C., IETF Administrative Support Functions, September 2004., which should be read for the full context. In slogan form, they might be rendered as

On the list, there seemed to be very few who were comfortable with the idea that "we" (for some version of "we") could "do it ourselves" as envisioned in scenario D. There was also considerable worry about the risk associated with scenario C, especially with regard to financial stability - and that the perceived danger of problems would cause sponsors to withhold funding, thus precipitating problems even if there was no other reason for them. Scenario C spoke strongly to those who worried about a possible conflict of interest between ISOC and the IETF community at some future date - "we don't know what ISOC will turn into" was the capsule summary.

Scenario A worried people because it did not seem to acknowledge the IETF community's need to be able to determine if its needs were being met and to do something about it if they were not - the phrase "replace existing problematic structures by ISOC" was perhaps a capsule summary. However, scenario B's list of possible mechanisms for involving IETF community directly in ISOC's operations was not viewed as acceptable or in balance with the full scope of ISOC's activities. Members of the IAB & IESG developed a solution scenario that put the administrative activity within ISOC, but aimed to provide a means for the IETF to provide oversight and control of that specific activity within ISOC -- "scenario O" (the name is derived from the classification of blood types -- "neither A nor B").

Thus the decision to focus on C and O as "alternatives to be worked out in detail" was made.

4.2 Why We Chose Scenario O

Capsule summary: It might be possible to make either scenario work. But Scenario O could be made to work faster, and less painfully.

The ISOC Board of Trustees was significantly worried that scenario C would make fundraising more difficult, which would necessarily affect its ability to support the IETF.

The question of tax status for the new corporation was debated at some length on the list - legal counsel indicated that a corporation that did the IETF work (Scenario D) would probably be easy to get classified as 501(c)(3) (a type of non-profit corporation defined by U.S. Internal Revenue Service (IRS) regulations), while a corporation that did only administrative support functions, as scenario C envisioned, would have more problems - and in all cases, the process of determining this would take months, and could be dragged out longer if we were unlucky.

The community feedback, in addition to contributing many well-formed and well-argued points to the discussion, gave a powerful indication on where it was possible to get IETF consensus:

The IETF is based around the idea that the consensus process, when it works, comes up with reasonable decisions. We concluded that the apparent drift of community consensus was a reasonable basis for the IESG/IAB recommendations.


5. IANA Considerations

This document does not require any IANA actions. However, the IETF administrative restructuring process is likely to affect how the relationship between the IETF and the IANA is managed.


6. Security Considerations

This document does not introduce any security considerations for the operation of the Internet. However, administrative restructuring introduces several areas of risk to the future of the IETF. The risks and their mitigation strategies are described in the scenarios as appended to this document.


7. Acknowledgements

This document is a collective work of the members of the IAB and the IESG. Members of the IAB at the time of this writing include Bernard Aboba, Harald Alvestrand, Rob Austein, Leslie Daigle, Patrik Faltstrom, Sally Floyd, Mark Handley, Bob Hinden, Geoff Huston, Jun-ichiro Itojun Hagano, Eric Rescorla, Pete Resnick, and Jonathan Rosenberg. Members of the IESG at the time of this writing include Harald Alvestrand, Steve Bellovin, Bill Fenner, Ted Hardie, Scott Hollenbeck, Russ Housley, David Kessens, Allison Mankin, Thomas Narten, Jon Peterson, Margaret Wasserman, Bert Wijnen, and Alex Zinin.

The administrative restructuring effort can not succeed without community support and participation. The IAB and IESG thus wish to acknowledge the collective contributions of members of the IETF community that have participated in the discussion of this topic.


8 Informative References

[1] Advisory, IAB., "The IETF in the Large: Administration and Execution", RFC 3716, March 2004.
[2] Malamud, C., "IETF Administrative Support Functions", draft-malamud-consultant-report-01 (work in progress), September 2004.


Author's Address

  Scott Hollenbeck
  Editor, IAB and IESG
EMail:  sah at


Appendix A. Scenario C

This is Scenario C as it was posted on 20 September 2004. A table of contents has been removed from this copy and the text has been reformatted to fit within IETF publication guidelines.

Not an Internet-Draft                                     B. Wijnen
                                                      H. Alvestrand
                                                      Cisco Systems
                                                         P. Resnick
                                              QUALCOMM Incorporated
                                                 September 20, 2004

 AdminRest Scenario C: An IETF Administrative Support Foundation as
		   an Independent Nonprofit Corporation


   This document defines a proposal for an IETF Administrative
   Support Foundation (IASF) as an independent not-for-profit
   corporation as a means for providing focused support for IETF
   community activities. It proposes the creation of an IASF Board
   of Trustees (BoT) that is mainly selected by and accountable to
   the IETF community and would provide oversight for the IETF
   Administrative Support Foundation. The IASF will also establish
   and maintain a strong relationship with the Internet Society
   (ISOC) and the current relationships between IETF and ISOC will
   basically be left unchanged.

   In order to allow the community to properly evaluate this
   scenario, some draft Articles of Incorporation and draft Bylaws
   for the IASF are included.  Some draft BCP wording for the IASF,
   IETF and ISOC relationships is also included.
   1.  Overview of Scenario C

   This document follows from two previous documents.  [RFC3716]
   defined the overall parameters and criteria for an administrative
   restructuring.  [I-D.malamud-consultant-report] provided an
   analysis of the implications of several of the suggested
   strategies.  This document picks one strategy and develops it

   In order to provide the most focused and effective administrative
   support to the IETF community, this updated scenario C proposes a
   new and well-defined legal entity to support the IETF
   administrative functions.  The name of that new entity is "The
   IETF Administrative Support Foundation" (IASF).

   First, it is important to understand that the IETF has been
   organized as an Activity of the Internet Society (ISOC) and as
   such represents the "Standards and Protocols" pillar of ISOC.
   Under this proposal, the IETF would continue to be an integral
   part of the Standards and Protocols pillar of ISOC.  ISOC
   currently provides these important functions to the IETF:

   1.  Standards Process Functions. ISOC plays a fundamental role in
       the IETF Standards Process, including appointment of the
       Nominating Committee (Nomcom) chair, confirmation of IAB
       members, confirmation of documents that describe the
       standards processes, and acting as the last resort in the
       appeals process.  These Standards Process Functions are
       defined in [RFC2026], [RFC2028], [RFC2031], and [RFC3677].

   2.  IETF Fund Raising Functions. ISOC provides the fund raising
       function as one source for financial support the IETF.

   3.  Administration Functions. ISOC provides administrative and
       financial functions, managing the contract with the RFC
       Editor, providing insurance for selected IETF participants,
       and administering a discretionary fund for use by the IAB and
       the IETF Chairs.

   The administrative restructuring of the IETF proposed in this
   document keeps that basic relationship between IETF and ISOC.
   Specifically, the recommendation does not propose any changes to
   the "Standards Process Functions" or to the "IETF Fund Raising

   Under the "Administration Functions", ISOC both funds and
   administers some (as stated above) parts of the IETF
   Administrative Support Functions.  Some of the funds (like for
   the RFC-Editor) go directly to the contractor who executes the
   administrative function.  The streamlining of the administrative
   support for the IETF ultimately intends to put the complete
   Administrative Support Functions under the newly recommended
   IASF.  This means that we recommend that ultimately, ISOC funds
   for the IETF will be transferred to the IASF, which will then
   administer all the contracts and payments according to an
   approved yearly budget.  The details of that process will be
   documented in a Memorandum of Understanding (MoU) between ISOC,
   IETF and IASF.

   This updated AdminRest Scenario C aims to provide the following:

   o  A continued close relationship between IETF and ISOC.

   o  A well defined legal entity within which the IETF can define
      the administrative activity in terms of IETF community needs.

   o  A Board of Trustees with operational oversight that is
      accountable to the IETF community.

   o  Continued separation between the IETF standards activity and
      any fund-raising for standards work.

   o  A close and well defined relationship between IASF and ISOC,
      documented in a BCP (or MoU).

   o  Appropriate ISOC oversight of its standards activities funds
      via a yearly budget approval and open reporting of funds

   In scenario C, it is intended that the IETF Administrative
   Support Foundation will be a tax-exempt not-for-profit
   corporation as defined by Articles of Incorporation and a set of
   Bylaws.  These will describe the scope and purpose of the IASF
   and they also define the structure and responsibility of the
   Board of Trustees (BoT), a body that is mainly selected by the
   IETF and which is responsible for overseeing the IASF.  A draft
   of the Articles of Incorporation and Bylaws is included in the
   next sections of this document.

   Scenario C allows us (IETF) to establish IETF control over our
   administrative support functions in terms of determining that
   they meet the community's needs, and adjusting them from time to
   time using IETF processes.  This is to address the pressing
   administrative issues outlined in [RFC3716].

   Scenario C also encourages us (the IETF) to regularly evaluate
   that we do want to continue the relationships with ISOC and the
   contracts with our services providers (contractors).  It is based
   on the premise that we prefer to actively maintain relationships
   with other organizations and service providers instead of being
   bound to such relationships based on poorly defined and poorly
   documented historical facts.  A draft BCP for the relationship
   between ISOC, IETF and IASF is included as a separate section in
   this document.

   Scenario C does however bring the burden of creating a new legal
   entity (IASF) and such an undertaking is also not without risks.
   It will need careful planning and execution.  Migration from the
   current structure to this new structure is probably also somewhat
   more costly and time and labour consuming.  The sections below
   try to show how that would be achieved and outlines what further
   steps are needed to provide more detail if this scenario is

2.  Work Plan for the IETF Administrative Support Foundation

   This section gives the work plan for the IETF Administrative
   Support Foundation (IASF) for the remainder of 2004 and the year

2.1  Workplan goals

   The work plan below is intended to satisfy three goals:

   o  Satisfy the IETF's need for support functions in 2005

   o  Operate with a positive account balance throughout 2005

   o  Start building up a fund inside the IASF to serve as a buffer
      against budgetary emergencies in later years (such as meetings
      with a severe cost overrun, or force-majeure cancellations).

   The fund target is 6 months of operating revenue, and the target
   for building up the fund is 3 years.  The budgeted set-aside for
   the fund should thus be approximately 17% of operating revenue.

2.2  Incorporation process

   There are 3 things that need to be in place before that
   corporation can be considered viable at all:

   o  IETF consensus on the plan

   o  ISOC agreement on a reasonable support contract

   o  Assurance that the corporation will have tax-exempt status

   Once this document has been discussed in the IETF, and the IESG
   and IAB gauges that rough consensus seems reached, the IETF
   leadership will take the following actions:

   o  Publish a Last Call on this document (to determine plan

   o  Choose a negotiating team to negotiate the ISOC contract.

   o  Choose an executive search team to find the IASF
      Administrative Director (IAD).

   o  Consult with legal counsel to determine how best to achieve
      tax-exempt status; this will affect the bylaws and articles of

   When the Last Call is over, the IESG will consider whether there
   is still consensus, and if there is, approve this document for
   publication.  Once that happens, it will take the following

   o  As soon as negotiations conclude, publish a Last Call on the
      ISOC contract.

   o  As soon as drafting of legal documents is completed, publish a
      Last Call on the Bylaws and Articles of Incorporation, and ask
      the Nomcom to start the process of selecting Nomcom-selected
      board representatives.

   These Last Calls are "speak now" Last Calls - if someone wishes
   to challenge the IETF consensus to go ahead with these actions,
   knowing what the formal documents will look like, this is their
   last chance.

   When these Last Calls are over, the IETF chair, the IAB chair and
   the ISOC President will jointly file the articles of
   incorporation, and the IESG, IAB and ISOC will fill their board

   Note: This document does not say when a Request for Information
   (RFI) for IETF support services such as meeting planning is sent
   out. Advice is sought on the earliest point where this can be

2.3  Contract establishment

   The most important activity for late 2004/early 2005 is to
   finalize contracts for the support of the IETF.  This includes:

   o  Funding

   o  Technical infrastructure

   o  Meeting management

   o  Clerk's office

   o  RFC Editor

   o  IANA

   There appears to be consensus in the IETF community that these
   functions, whether they are offered for free, remunerated or
   arranged for other consideration, should be under contract.

   The contract for funding is expected to be with ISOC, and should
   be finalized before IASF is established.

   The contract for technical infrastructure is expected to be an
   RFP, published in November of 2004, with responses being
   evaluated in December 2004, and services rendered from a mutually
   agreed date early in 2005.

   The contract for meeting management will be influenced by the
   need to have stable agreements for the 2005 meetings at an early
   date.  This indicates that IASF will honor a pre-IASF agreement
   to have these meeting contracts signed by Foretec (if that can be

   It is not clear how the contract for the clerk's office is to be
   managed at the time of this writing.

   The contract for the RFC Editor is expected to be with ISI, and
   is expected to be a continuation of the current contract with
   ISOC, which runs until the end of 2005.

   The contract with IANA will replace or augment the current MoU
   between the IETF and ICANN.  In its simplest form, it would
   simply be a reconfirmation of the duties of ICANN under the MoU.

2.4  Performance evaluation

   The second task of the IASF is to make sure the IETF gets the
   support it needs.  The IASF will work together with the IETF
   community to make an effort to identify whether or not the IETF's
   needs are being met, and to coordinate improvements with the
   contractors.  This is an ongoing activity.

2.5  Budgeting for 2006

   In June 2005, the IASF will start the yearly budgeting process
   with ISOC, as specified in the ISOC contract, leading to a work
   plan and budget for 2006.

2.6  Reporting

   The IASF will present monthly updates on its economic status.
   These will be delivered to ISOC as part of the ISOC contract, and
   also be made publicly available so that the IETF community can
   inspect them.

3.  Details of the IETF Administrative Support Foundation

   This section contains details about the proposal to change how
   the day-to-day IETF administrative support functions are
   provided.  This recommendation is based on the  initial
   description of "Scenario C" in the "Administrative Support
   Analysis" [I-D.malamud-consultant-report] provided by Carl
   Malamud.  It is further based on discussion in the IESG and IAB
   and on feedback on Carl's document as received on the IETF
   mailing list.  Further justifications, reasoning and motivations
   are given in Appendix A. Risk Analysis is done in Appendix C.

   This document recommends to create a well defined and legal
   entity called "The IETF Administrative Support Foundation"
   (IASF).  The name intends to clearly express that this new legal
   entity has only one single function, namely to provide the
   administrative support of the IETF Standardization and Protocol
   Development activities.  This entity will ultimately manage and
   administer all the administrative functions that are needed to
   support the IETF - the Standardization and Protocol Development
   activity of ISOC.

3.1  Organizational Form and Legal Domicile

   The consultant report [I-D.malamud-consultant-report] contains a
   writeup on various choices in terms of how and where to
   incorporate. This recommendation has made the choice to
   incorporate in the US in the state of Virginia.  Some detail can
   be found in Appendix B.

   In this scenario, administrative support functions for the IETF
   are legally housed in a focused, incorporated institution
   (although the Administrative Director might be physically housed
   within the Internet Society).

   This scenario defines a number of concrete linkages with the
   Internet Society, which supplement the current close
   interconnection of the IETF community with ISOC.  The
   relationship is to be documented in a MoU (initial text is in
   Section 4).

3.2  Draft Core Principles

3.2.1  Principles of Establishment and Governance

   The following principles are to be respected for the
   establishment and governance of the IETF Administrative Support
   Foundation (IASF) and are the basis for the Draft Articles of
   Incorporation as in Section 6.1 and the Draft Bylaws as in
   Section 6.2:

   1.  The IASF shall be governed by a Board of Trustees (BoT), who
       shall be responsible for the fiscal, legal, and
       administrative infrastructure that supports the activities of
       the IETF.

   2.  The governance of the IETF, the standards process, and all
       other aspects of how we make our standards are defined in the
       procedural Best Current Practice (BCP) RFC series, which will
       be explicitly referenced in the organization documents of the

   3.  The IASF shall be transparent and responsible to the IETF.

   4.  The BoT shall appoint a Secretary and a Treasurer, who need
       not be members of the BoT.  The IETF Administrative Director
       (IAD) of the IASF shall provide staff support to the BoT.

   5.  The BoT shall be composed to strike a balance between
       "outside" and "inside" directors.  The IESG and IAB will each
       select a representative to serve as a voting member of the
       BoT. Mechanisms such as the Nominating Committee (Nomcom) and
       the appointment of certain seats by the ISOC fulfill the
       outside director obligations.

   6.  IAB, IESG and ISOC will have liaisons to the BoT in order to
       have a good basis for interaction.

   The BoT will have strong governance over a limited scope of
   activities (e.g., the fiscal, legal, and administrative
   infrastructure that are the charter of the IASF) but will have no
   authority over the IETF standards process.  In this board
   composition, the ISOC and Nomcom appointments ensure that outside
   directors with no perceived conflicts of interest are on the

   All nominating bodies should make strong fiscal, legal, and
   administrative acumen essential selection criteria for this

   IAB and IESG representatives will serve for one year.  For other
   appointments, a term proposed for the nominated positions is
   three years with staggered appointments.  However, the nominating
   body might have the power to change their appointee during their

   All members of the BoT selected by the IETF are subject to the
   same recall procedures in effect for the IETF leadership such as
   members of the IAB and IESG.

3.2.2  Principles of Operation of the IETF Administrative Support

   The following are general principles for the operation of the

   1.  The IASF shall employ an IETF Administrative Director (IAD)
       of the IASF, who shall be hired by the BoT with the advice
       and consent of the IESG and IAB.

   2.  All support services shall be contracted in an open and
       transparent manner.

   3.  The IAD shall submit a proposed annual budget to the BoT at
       least 90 days before the beginning of the fiscal year.  Such
       budget shall be developed with the advice and consent of the
       IAB and IESG.

   4.  The IAD shall serve on the BoT as a non-voting, ex-officio

   5.  The BoT shall select a professional audit firm and shall
       commission an audit immediately upon the close of each fiscal

   6.  The IASF will conduct financial reporting in a fully
       transparent fashion.  Audits shall be conducted promptly and
       published.  Tax returns shall be published.  Detailed
       financial statements will be published on a regular basis,
       including timely reports on the financial results of IETF

4.  Draft MoU between ISOC, IETF and IETF Administrative Support

4.1  Form and Scope of the Agreement

   This section presents some principles to be incorporated in a
   draft MoU/Contract between the Internet Society (ISOC) and the
   IETF Administrative Support Foundation (IASF), detailing the work
   each is expected to perform, the responsibilities each has, and
   the means by which these functions are accomplished.  This
   MoU/Contract shall be published as an RFC.

   The MoU/Contract will specify the responsibilities of the
   Internet Society, including:

   o  Reaffirmation of the Standards Process Function that ISOC
      performs for the IETF.

   o  Continuation of the Fund Raising Function that ISOC conducts,
      in which a single, unified campaign is used to solicit
      corporate, individual,  and other organizational donations for
      funding of the 3 Pillars.

   o  Disbursement of funds to the IASF according to the agreed-upon
      budgets and processes as specified in this agreement.

   o  Verification that IASF spends these funds to support the work
      of the IETF, within the scope described in the IASF bylaws.

   Responsibilities of IASF:

   o  Determine, in cooperation with the IETF, the support functions
      that are needed for the IETF, and can be achieved within
      available funds.

   o  Enter into contracts for these support functions.

   o  Supervise these contracts and ensure that they are being
      performed in the best interest of the IETF, within a
      reasonable budget and with agreed-upon performance.

4.2  Cooperation mechanism

   IASF and ISOC agree that they will perform a budgeting procedure
   each year, comprising the following steps:

   o  IASF puts together a budget proposal to ISOC, and presents it
      in June.  This will specify the functions that need to be
      performed, the cost of each, the expected revenue from IETF
      meeting participation, and how much is being requested for
      ISOC to contribute.

   o  By the end of August, ISOC will give a budget number to IASF
      that says how much ISOC is willing to contribute to support
      the functions described in the IASF budget.

   o  Before November 1, ISOC and IASF will agree on a budget, an
      ISOC contribution, and a disbursement schedule.

   o  If either party sees that there is reason to change the
      budget, they can start a negotiation to do so at any time.  On
      mutual agreement to a change, payments are modified

   o  ISOC may withhold funds if IASF fails to account for its
      expenditures, if it determines that IASF has departed
      significantly from its budgeted expenditures without agreement
      with ISOC to do so, or if ISOC determines that IASF is
      spending funds in violation of its bylaws.

4.3  Promises Not to Do Things

   This section lays out things that would constitute interference
   in each others' business, or things that are Just Plain Wrong.
   In legal terms, these are called "covenants."

   ISOC will not place requirements on how IASF does business,
   except on reporting.  It will, for instance, not attempt to
   influence IASF choice of contractors or choice of meeting
   sponsors.  This restriction is meant to enforce the separation
   between fund raising and the actual operation of the standards

   IASF will not ask companies for money.  IASF may ask for sponsors
   for IETF events, per tradition, and may accept zero-cost provider
   contracts or in-kind donations, but ISOC is the organization
   charged with fundraising.

   Neither ISOC nor IASF will attempt to influence technical
   decisions of the IETF standards process.

4.4  Initial contribution

   The Internet Society has already allocated $700,000 in transition
   funds.  As part of the formation process, this section sets out a
   way that a 2005 allocation of funds and an initial contribution
   for startup can be decided upon.  NOTE: This section is a GUESS!
   Its purpose is to give some sense of where we're at.

   If this plan is pursued, one of the first activities is to put
   together a detailed 2005 budget, including an analysis of cash
   flow and balance sheets to make sure that the organization is
   properly funded and will be solvent throughout the year.  This
   planning process should project out 3 years and show how the
   organization will be able to accumulate the appropriate cash
   reserve to make sure operations can continue in a stable manner.

   An initial estimate is for an on-going annual contribution of USD
   900.000 to IASF in 2005.  In addition, ISOC will contribute an
   additional USD 600.000 as an initial fund to start up IASF,
   payable after the Board of Trustees is seated and this contract
   is signed and approved by the IETF.

   ISOC commits to this ongoing level of contribution (USD 75.000
   per month) for the lifetime of this contract, unless modified by
   mutual agreement.

4.5  Termination, law and so on

   This agreement may be terminated by either party for any reason
   on 12 months' notice.

   The parties may reach mutual agreement on a shorter termination

   All conflicts under this agreement are to be adjudicated under
   the laws of the United States and the State of Virginia, however
   the parties may also agree to arbitration, mediation or any other
   conflict resolution mechanisms.

5.  Notes and Explanations

   This is where we put down why things are the way they are.

5.1  Type of legal instrument

   This document is styled as a contract - an agreement between two
   parties, enforceable under law.  An alternate formulation would
   be a Memorandum of Understanding - but we want it to be clear to
   everyone that the parties stand behind their responsibilities
   under this document.  At the moment, the authors see no
   compelling arguments for not making it a contract.  In either
   case, the document is published as an RFC.

5.2  Power Balance

   As written, it is designed to make it easy to do the right thing
   as long as the parties agree what that is, to make it clear that
   ISOC will continue to pay money as long as IASF does the Right
   Thing (and reports what it's doing), and that ISOC can stop the
   show quickly if it's clear that IASF is not doing the Right

5.3  Budget figures

   The main purpose of the numbers is to make it clear that there
   WILL be numbers in this contract, and that it WILL represent a
   solid commitment by ISOC.  The numbers are "subject to change
   without notice" while this contract is negotiated.

6.  Draft Incorporating Documents for the IETF Administrative
   Support Foundation

6.1  Draft Articles of Incorporation

   This section contains standard, pro-forma Articles of
   Incorporation. Note well that tax lawyers often make significant
   alterations to standard Articles as they consider a 501(c)(3)
   application.  They are included here merely as a sample for
   illustrative purposes only.

   'Commonwealth of Virginia -- State Corporation Commission'|
   'Articles of Incorporation -- Virginia Nonstock Corporation'|
   Form SCC819, 07/ 03 [1] ------

   The undersigned, pursuant to Chapter 10 of Title 13.1 of the Code
   of Virginia, [Virginia] state(s) as follows:

   1.  The name of the corporation is The IETF Administrative
       Support Foundation.

   2.  The corporation shall have no members.

   3.  The purpose of the corporation is to manage and administer
       all the administrative functions for the IETF - the
       Standardization and Protocol Development activity of the
       Internet Society.

   4.  The Trustees of the corporation shall be elected or appointed
       as specified in Article IV (Section 6.2.5) of the Bylaws.

   5.  Name and agent:

       A.  The name of the corporation's initial registered agent
	   is: XXX

       B.  The initial registered agent is a domestic or foreign
	   stock or nonstock corporation, limited liability company,
	   or registered limited liability partnership authorized to
	   transact business in Virginia.

   6.  The initial Trustees are: XXX

   7.  The incorporators are: XXX

6.2  Draft Bylaws of the IETF Administrative Support Foundation

   As with the Draft Articles, the Draft Bylaws included here are a
   pro-forma, standard version.  Substantial alteration may be
   required as legal counsel reviews the specific nature of an

6.2.1  Article I: Organization

   The name of the Corporation shall be The IETF Administrative
   Support Foundation (which is hereinafter also referred to as the

6.2.2  Article II: Purpose

   *Section 1: Purpose.* The IASF shall be operated exclusively for
   nonprofit educational, charitable, and scientific purposes,
   including, without limitation, the purposes stated in the IASF's
   Articles of Incorporation.

   *Section 2: Restrictions.* No part of the net earnings of the
   IASF shall inure to the benefit of, or be distributable to,
   private persons, except that the IASF shall be authorized and
   empowered to pay reasonable compensation for services rendered,
   and to make payments and distributions in furtherance of the
   purposes set forth in Article II, Section 1 hereof.  Any other
   provision of these Bylaws to the contrary notwithstanding, the
   IASF shall not carry on any activities not permitted to be
   carried on by a corporation exempt from Federal Income Tax under
   Section 501(a) and Section 501(c)(3) of the Code.  These Bylaws
   shall not be altered or amended in derogation of the provisions
   of this Section.

6.2.3  Article III: Members

   The IASF shall have no members and no stockholders.

6.2.4  Article IV: Offices

   The office of the IASF shall be as determined from time to time
   by the Board of Trustees (BoT) within or outside of the State of

6.2.5  Article V: Board of Trustees

   *Section 1: Authority and Responsibilities.* The power,
   authority, property, and affairs of the IASF shall at all times
   be exclusively exercised, controlled, and conducted by or under
   the authority of the Board of Trustees (BoT) subject to any
   limitations set forth in the Articles of Incorporation and in
   accordance with the Virginia Nonstock Corporation Act as it now
   exists or hereafter may be amended.

   *Section 2: Board of Trustees Composition.* The Board of Trustees
   shall consist of seven (7) Trustees.

      One (1) Trustee will be selected by the IAB.

      One (1) Trustee will be selected by the IESG.

      Two (2) Trustees will be selected by the Internet Society.

      Three (3) Trustees will be selected by the IETF community.

   The IAB chair and IETF chair will functions as liaisons from the
   IAB and IESG respectively to the Board of Trustees.  The chair
   and president of the Internet Society will function as liaisons
   from the ISOC to the Board of Trustees.

   *Section 3: Terms.* The term of office of IESG and IAB Selected
   Trustees shall be one (1) year or until their successors have
   been selected and assume office.  The term of office of otherwise
   Selected Trustees shall be three (3) years or until their
   successors have been selected and assume office.  Selected
   Trustees may be selected to serve multiple terms.

   *Section 4: Selection of the Board of Trustee*

   1.  *Selection of IESG and IAB Selected Trustees.* The IESG and
       IAB shall each select one representative Trustee, who is not
       at the same time an IESG or IAB member.

   2.  *Selection of otherwise Selected Trustees.* Three (3) IETF
       Selected Trustees shall be selected by the IETF nominations
       process (as defined in [RFC3777] or its successor) and
       confirmed by the IESG.  Two ISOC Selected Trustees shall be
       selected by the Internet Society using means of their own

   3.  *Resignation.* A Selected Trustee may resign by delivering
       his resignation in writing to the IASF at its principal
       office or to the Secretary of the IASF.  Such resignation
       shall be effective upon its receipt or upon such date (if
       any) as is stated in such resignation, unless otherwise
       determined by the Board.

   4.  *Removal.* A Selected Trustee selected by the IETF
       nominations process may be removed from office at any time
       using the procedures specified in [RFC3777] or its successor.
       A Selected Trustee selected by the Internet Society may be
       removed by the Internet Society using means of their own

   5.  *Vacancies.* Any vacancy in the Board of Trustees shall be
       filled using the procedures set forth above on the
       composition of the Board of Trustees.  The Trustees shall
       have and may exercise all of their powers notwithstanding the
       existence of one or more vacancies in their number.

   *Section 5: Quorum.* A majority (i.e.  fifty (50) percent plus
   one (1)) of the Trustees shall constitute a quorum for the
   transaction of business.  Unless otherwise stated in these
   Bylaws, decisions of the Board of Trustees shall be made by the
   concurrence of a majority of members of the Board of Trustees
   present and voting.  If at any meeting there is no quorum
   present, the Board must not transact business.

   *Section 6: Compensation and Reimbursement.* No member of the
   Board of Trustees may receive compensation for his or her
   services as a Trustee.  A Trustee shall, at their request, be
   reimbursed for actual, necessary and reasonable travel and
   subsistence expenses incurred by them in performance of their

   *Section 7: Meetings.* The Board of Trustees shall meet at least
   twice annually.

   1.  *Written notice, waiver, action.* Wherever the text below
       speaks of "written" it is also permitted to use e-mail.

   2.  *Annual Meeting.* The Board of Trustees shall hold a public
       Annual Meeting at a time and place associated with the first
       IETF meeting each year.  This Annual meeting shall be open to
       all IETF attendees except that the parts of the meeting
       dealing with personnel issues may be held in executive

   3.  *Meeting Types, Methods, and Notice.* Meetings of the Board
       may be held from time to time at such intervals and at such
       places as may be fixed by the Board.  Meetings of the Board
       may be held only in person or via teleconference.  Notice of
       all regular meetings of the Board shall be delivered to each
       Trustee by e-mail or by postal mail and announced on the
       IETF-Announce list at least ten (10) calendar days before the
       meeting.  Special meetings of the Board may be called for any
       purpose at any time by the Chairman of the Board or by any
       three (3) Trustees. Notice of any special meeting shall state
       the purpose of the meeting.  A Trustee may waive notice of a
       meeting of the Board of Trustees by submitting a signed,
       written waiver of notice, either before or after the meeting.
       A Trustee's attendance at or participation in a meeting
       waives any required notice of the meeting unless at the start
       of such meeting or promptly upon arrival the Trustee objects
       to holding the meeting or transacting business at the
       meeting, and does not thereafter vote for or assent to action
       taken at the meeting.

   4.  *Actions Taken By the Board of Trustees Without Meeting.* Any
       action required or permitted to be taken at any meeting of
       the Board of Trustees may be taken without a meeting if all
       Trustees consent in writing to such action.  Such action
       shall be evidenced by written consents approving the lack of
       a meeting, signed by each Trustee.

   *Section 8: Board Committees.* The Trustees may elect or appoint
   one or more committees (including but not limited to an Executive
   Committee) and may delegate to any such committee or committees
   any or all of their powers, provided that any committee to which
   the powers of the Trustees are delegated shall consist solely of
   Trustees.  Committees shall conduct their affairs in the same
   manner as is provided in these By Laws for the Trustees.  The
   members of any committee shall remain in office at the pleasure
   of the Board of Trustees.

   *Section 9: Trustee Member Conflict of Interest.*

   1.  As set forth in Section 9(3) below, a Trustee of the IETF
       Administrative Support Foundation (IASF) who has a personal
       interest in a transaction, as defined below, may not
       participate in any discussion of that transaction by the
       Trustees of The IASF and may not vote to determine whether to
       authorize, approve, or ratify that transaction except as
       specifically described below. For purposes of these Bylaws, a
       "personal interest" is defined as any act that will provide,
       directly or indirectly, a financial benefit or a disparate
       benefit individually to the Trustee, or to a company he or
       she is employed by, has a significant financial interest in,
       or represents in any fashion.  However, policies under
       consideration by the IASF are likely to have an impact on the
       business of every Trustee.  It is expected that most policy
       decisions will have a direct or indirect impact on the
       Trustee's company, but such a non-individualized interest
       does not constitute a "personal interest" as used in these
       Bylaws.  A "transaction" with The IASF for purposes of these
       Bylaws is a contract or consultancy in which the Trustee has
       a direct or indirect financial benefit, or a policy under
       consideration that will have a disparate and unusual impact
       on a business with which the Trustee is directly or
       indirectly associated.

   2.  The mere existence of a personal interest by a Trustee of The
       IASF in a transaction with the IASF shall not invalidate the
       IASF's ability to enter that transaction so long as the
       following conditions are met: (i) the material facts of the
       personal nature of the transaction with The IASF and the
       Trustee's interest in the transaction with the IASF are fully
       disclosed to the Board of Trustees of the IASF, either by the
       Trustee having a direct or indirect personal interest in the
       transaction with the IASF, or are brought to the attention of
       the Board by a third party; or (ii) the BoT of the IASF, by a
       vote of the Trustees (without a conflict of interest) of the
       IASF vote to authorize, approve, or ratify a transaction with
       the IASF; or (iii) the transaction with the IASF in which the
       direct or indirect personal interest of a IASF Trustee was
       disclosed to the BoT of The IASF and was determined by the
       BoT of the IASF entitled to vote on the matter is determined
       by the BoT voting to be in the IASF's interests,
       notwithstanding the personal interest of the non-voting

   3.  In determining whether a conflict of interest exists, the BoT
       of the IASF has the prerogative, upon review of all facts and
       circumstances, to make its own determination of whether a
       conflict of interest exists and how it is appropriate to
       proceed. A Trustee who perceives the possibility of a
       conflict of interest for him or herself, or for another Board
       member, may raise this issue at any point prior to a vote on
       any issue.  Any Trustee who perceives a possible conflict of
       interest may present justification with respect to whether or
       not a conflict of interest exists, but the entire Board, with
       the exception of the Trustee having the potential conflict of
       interest, shall make the final determination to proceed in
       such a matter.  If the BoT finds there is a conflict of
       interest, the Trustee with the conflict may be excluded by
       the Chair of the Board from that portion of any meeting where
       a substantive discussion or decision to engage or not in such
       a transaction is made, except that he or she may provide any
       information that will assist the Trustees in such a matter
       before leaving such a meeting.

   *Section 10.  Approval of Meeting Minutes.* Minutes of the BoT of
   the IASF must be approved by a procedure adopted by the board and
   published on the IASF web site.

6.2.6  Article VI: Officers

   *Section 1: Number.* The officers of the IASF shall consist of a
   Chairman of the Board, a Treasurer and a Secretary, and such
   other inferior officers as the BoT may determine.

   *Section 2: Election Term of Office and Qualifications.* All
   officers shall be elected annually by the vote of a majority of
   the Board of Trustees present and voting (excluding abstentions)
   at the Annual Meeting.  The Treasurer and Secretary need not be
   members of the Board.  The Chair of the IETF nor the chair of the
   IAB shall be the Chairman of the Board of the IASF.

   *Section 3: Resignation.* An officer may resign by delivering his
   written resignation to the IASF at its principal office or to the
   Chair or Secretary.  Such resignation shall be effective upon
   receipt or upon such date (if any) as is stated in such
   resignation, unless otherwise determined by the Board.

   *Section 4: Removal.* The BoT may remove any officer with or
   without cause by a vote of a majority of the entire number of
   Trustees then in office, at a meeting of the BoT called for that
   purpose.  An officer may be removed for cause only if notice of
   such action shall have been given to all of the Trustees prior to
   the meeting at which such action is to be taken and if the
   officer so to be removed shall have been given reasonable notice
   and opportunity to be heard by the BoT.

   *Section 5: Vacancies.* In case any elected officer position of
   the IASF becomes vacant, the majority of the Trustees in office,
   although less than a quorum, may elect an officer to fill such
   vacancy at the next meeting of the BoT, and the officer so
   elected shall hold office and serve until the next Annual

   *Section 6: Chairman of the Board.* The Chairman of the Board
   shall, when present, preside at all meetings of the BoT of the
   IASF.  If the Chairman is not available to preside over a
   meeting, the majority of the Trustees present shall select
   another Trustee to preside at that meeting only.

   *Section 7: Treasurer.* The Treasurer shall have the custody of
   all funds, property, and securities of the IASF, subject to such
   regulations as may be imposed by the Board of Trustees.  He or
   she may be required to give bond for the faithful performance of
   his or her duties, in such sum and with such sureties as the BoT
   may require or as required by law, whichever is greater.  When
   necessary or proper, he or she may endorse on behalf of the IASF
   for collection, checks, notes and other obligations, and shall
   deposit same to the credit of the IASF at such bank or banks or
   depository as the BoT may designate.  He or she shall make or
   cause to be made such payments as may be necessary or proper to
   be made on behalf of the IASF.  He or she shall enter or cause to
   be entered regularly on the books of the IASF to be kept by him
   or her for that purpose, full and accurate account of all monies
   and obligations received and paid or incurred by him or her for
   or on account of the IASF, and shall exhibit such books at all
   reasonable times to any Trustee on application at the offices of
   the IASF incident to the Office of Treasurer, subject to the
   control of the BoT.  Certain duties of the Treasurer as may be
   specified by the BoT may be delegated by the Treasurer.

   *Section 8: Secretary.* The Secretary shall have charge of such
   books, records, documents, and papers as the BoT may determine,
   and shall have custody of the corporate seal.  The Secretary
   shall keep, or cause to be kept the minutes of all meetings of
   the BoT.  The Secretary may sign, with the Chairman, in the name
   and on behalf of the IASF, any contracts or agreements, and he or
   she may affix the corporate seal of the IASF.  He or she, in
   general, performs all the duties incident to the Office of
   Secretary, subject to the supervision and control of the Board of
   Trustees, and shall do and perform such other duties as may be
   assigned to him or her by the BoT or the Chairman of the BoT.
   Certain duties of the Secretary as may be specified by the BoT
   may be delegated by the Secretary.

   *Section 9: Other Powers and Duties.* Each officer shall have in
   addition to the duties and powers specifically set forth in these
   By Laws, such duties and powers as are customarily incident to
   his office, and such duties and powers as the Trustees may from
   time to time designate.

6.2.7  Article VII: Amendments

   *Section 1: By Laws.* These By Laws may be amended by an
   affirmative vote of a majority of the Trustees then in office
   (excluding abstentions) at a regular meeting of the board or a
   meeting of the board called for that purpose as long as the
   proposed changes are made available to all trustees and posted to
   the IETF Announce list at least 30 days before any such meeting.

   *Section 2: Articles of Incorporation.* The Articles of
   Incorporation of the IASF may be amended by an affirmative vote
   of two-thirds of the BoT then in office at a regular meeting of
   the board or a meeting of the board called for that purpose as
   long as the proposed changes are made available to all trustees
   and posted to the IETF Announce list at least 30 days before any
   such meeting.

6.2.8  Article VIII: Dissolution

   Upon the dissolution of the IASF, the IASF, after paying or
   making provisions for the payment of all of the liabilities of
   the IASF, dispose of all of the assets of the IASF exclusively
   for the exempt purposes of the IASF in such manner or to such
   organization or organizations operated exclusively for social
   welfare or charitable purposes.  Any such assets not so disposed
   of shall be disposed of by a court of competent jurisdiction of
   the county in which the principal office of the organization is
   then located, exclusively for such purposes.  In the event of a
   sale or dissolution of the corporation, the surplus funds of the
   corporation shall not inure to the benefit of, or be
   distributable to, its Trustees, officers, or other private

6.2.9  Article IX: Miscellaneous Provisions

   *Section 1: Fiscal Year.* The fiscal year of the IASF shall be
   from January 1 to December 31 of each year.

   *Section 2: Execution of Instruments.* All checks, deeds, leases,
   transfers, contracts, bonds, notes and other obligations
   authorized to be executed by an officer of the IASF in its behalf
   shall be signed by the Chairman of the Board or the Treasurer, or
   as the Trustees otherwise determine.  A certificate by the
   Secretary as to any action taken by the BoT shall as to all
   persons who rely thereon in good faith be conclusive evidence of
   such action.

   *Section 3: Severability.* Any determination that any provision
   of these By-Laws is for any reason inapplicable, illegal or
   ineffective shall not affect or invalidate any other provision of
   these By-Laws.

   *Section 4: Articles of Incorporation.* All references in these
   By Laws to the Articles of Incorporation shall be deemed to refer
   to the Articles of Incorporation of the IASF, as amended and in
   effect from time to time.

   *Section 5: Gender.* Whenever used herein, the singular number
   shall include the plural, the plural shall include the singular,
   and the use of any gender shall include all genders.

   *Section 6: Successor Provisions.* All references herein: (1) to
   the Internal Revenue Code shall be deemed to refer to the
   Internal Revenue Code of 1986, as now in force or hereafter
   amended; (2) to the Code of the State of Virginia, or any Chapter
   thereof, shall be deemed to refer to such Code or Chapter as now
   in force or hereafter amended; (3) the particular sections of the
   Internal Revenue Code or such Code shall be deemed to refer to
   similar or successor provisions hereafter adopted; and (4) to the
   Request for Comment Series shall be deemed to refer to the
   Request for Comment Series as they are now in force or hereafter

7.  Acknowledgment of Contributions and Reviews

   A lot of text was taken from the report from Carl Malamud.
   Further review was done by various IESG and IAB members.  Carl
   Malamud also reviewed this document and helped with making the
   text better English and easier to read.

   This document was created with "xml2rfc"
   <> using the format specified
   in [RFC2629].

8.  IANA Considerations

   This documents requires no action from IANA.

9.  Security Considerations

   This document describes a scenario for the structure of the
   IETF's administrative support activities.  It introduces no
   security considerations for the Internet.

   Safety considerations for the integrity of the standards process
   are outlined in Appendix C.

10.  References

10.1  Normative References

   [RFC2026]  Bradner, S., "The Internet Standards Process --
	      Revision 3", BCP 9, RFC 2026, October 1996.

   [RFC2028]  Hovey, R. and S. Bradner, "The Organizations Involved
	      in the IETF Standards Process", BCP 11, RFC 2028,
	      October 1996.

   [RFC2031]  Huizer, E., "IETF-ISOC relationship", RFC 2031,
	      October 1996.

   [RFC3677]  Daigle, L. and Internet Architecture Board, "IETF ISOC
	      Board of Trustee Appointment Procedures", BCP 77, RFC
	      3677, December 2003.

   [RFC3716]  Advisory, IAB., "The IETF in the Large: Administration
	      and Execution", RFC 3716, March 2004.

   [RFC3777]  Galvin, J., "IAB and IESG Selection, Confirmation, and
	      Recall Process: Operation of the Nominating and Recall
	      Committees", BCP 10, RFC 3777, June 2004.

   [Virginia] State of Virginia, "Title 13.1: Corporations, Limited
	      Liability Companies, Business Trusts", Undated,
	      bin/legp504.exe?000+cod+TOC1301000> .

10.2  Informative References

   [I-D.ietf-xmpp-core] Saint-Andre, P., "Extensible Messaging and
	      Presence Protocol (XMPP): Core", draft-ietf-xmpp-
	      core-24 (work in progress), May 2004.

   [I-D.malamud-consultant-report] Malamud, C., "IETF Administrative
	      Support Functions", draft-malamud-consultant-report-01
	      (work in progress), September 2004.

   [RFC2629]  Rose, M., "Writing I-Ds and RFCs using XML", RFC 2629,
	      June 1999.


   [1]  <

Authors' Addresses

   Bert Wijnen
   Lucent Technologies
   Schagen 33
   3461 GL Linschoten
   Phone: +31-348-407-775
   EMail: bwijnen at

   Harald Tveit Alvestrand
   Cisco Systems
   Weidemanns vei 27
   Trondheim 7043
   EMail: harald at

   Peter W. Resnick
   QUALCOMM Incorporated
   5775 Morehouse Drive
   San Diego, CA 92121-1714
   EMail: presnick at

Appendix A.  Justification, Reasoning and Motivations

   Quite a bit of the proposals from the consultant report have been
   incorporated in this recommendation.  However, a number of
   changes have been made.  In this section we try to explain which
   changes were made and why.

A.1  Changes to the name of the administrative entity

   In order to make it very clear that the new and legal
   administrative entity is separate from the ISOC IETF activity
   that deals with standardization and protocol development, this
   recommendation uses "The IETF Administrative Support Foundation"
   as the name for the corporation to be created.

A.2  Domicile

   Various questions have been raised if the choice of Domicile
   should be further investigated.  In order to make progress this
   document recommends to make a definite choice now and go for a US
   based not-for-profit corporation in the state of Virginia.
   Further investigation would most probably delay the whole process
   by at least half a year.

A.3  Changes to the composition of the BoT

   The consultant report had a proposal for Position-based Trustees,
   which would automatically make the IAB chair and the IETF chair
   voting members of the Board of Trustees (BoT) of the IETF
   Administrative Support Foundation.  There was discussion on the
   IETF mailing list that those people are not selected because of
   their business acumen but rather for their technical leadership.
   We do not want to change those criteria.  Another concern was
   that this might generate a conflict of interest as well.  So this
   recommendation has made the IAB and IETF chairs liaisons to the

   Instead of making IAB and IESG chairs voting Trustees, this
   recommendation specifies that IAB and IESG can each select an
   outside (i.e.  not a member of IAB or IESG) person as a voting

   The selection of three (3) IETF selected Trustees has not changed
   in this recommendation.  However, there is a concern that the
   current composition of the Nomcom is not tailored to selecting
   people for this position.  So over time a different process may
   need to be defined for selecting those Trustees.

   In order to balance the ISOC and IETF people present at the BoT
   meetings, this recommendation also specifies that the chair and
   president of ISOC also function as liaisons to the BoT of the
   IETF Administrative Support Foundation.

Appendix B.  Domicile of the IETF Administrative Support Foundation

   A U.S.  non-profit, non-member corporation is being recommended.
   This recommendation is based on simple considerations of
   expediency and pragmatism: a transition will be simplest and
   least risky (in the short term).  The reasoning is as follows:

   o  Administrative support for the IETF is currently enmeshed in a
      series of relationships with other institutions, most of which
      are also U.S.-chartered non-profit organizations.  Any change
      in the institutional status of administrative support
      functions will require familiarity with U.S.  nonprofit law.
      Incorporation in another country would require familiarity
      with those laws as well. Thus, the incorporation expenses
      would be higher and the process would take longer.

   o  U.S.  law has a strong concept of "nexus," which is a
      determination of when a foreign organization has enough
      relationship to U.S.  law to fall under the jurisdiction of a
      U.S. court.  Because of a long history of operating in the
      U.S., numerous meetings in the U.S., and the large number of
      U.S. residents who are participants and leaders, we feel it is
      likely that U.S.  courts would find nexus in relation to our
      US-based activities, even if the IETF administrative support
      organization was incorporated in another country.  In other
      words, incorporating in a country besides the U.S.  does not
      necessarily free the support organization from any perceived
      vagaries of U.S. law.

   o  Incorporating in a country other than the US may have tax
      implications if the Internet Society is providing funding

   o  It is very likely that the IETF Administrative Support
      Foundation would be deemed to clearly fall under the
      "scientific" and "educational" grounds for classification as a
      tax-exempt charity under section 501(c)(3) of the IRS code, so
      a tax-exempt application should be quite straight-forward.

   o  The incorporation laws of the U.S.  states being considered do
      not require that any members of the Board of Trustees be of a
      certain nationality or state residency (e.g., there are no
      "local director" requirements).  The U.S.  Dept.  of Commerce
      foreign-controlled organization reporting requirements apply
      only to "business enterprises", and do not apply to non-profit
      entities such as an IETF administrative support organization.

   Since this document recommends incorporating in the U.S.,
   Virginia is the logical pick as the state of domicile to allow
   the IETF administrative support organization to make use of ISOC
   headquarters to house its single employee (though the employee
   might be able to be housed at the Internet Society even if the
   incorporation were elsewhere, for example the ISOC Geneva

Appendix C.  Risk Analysis

   This scenario (as do all scenarios) has some risks.  This section
   tries to enumerate the sort of risks that we recognize and
   summarizes why we think we can accept the risk or what kind of
   action we think we can take if the risk indeed materializes into
   a problem.

C.1  US Domicile risks

   As explained in [I-D.malamud-consultant-report], incorporating in
   the US carries two specific risks: the perception of the IETF
   being a US-based organization and the potential for (or
   perception of) governmental interference.

   The IETF is an international organization.  However, even now,
   the fact that the IETF standards processes are run in English and
   that many of its current support organizations are US-based
   leaves an impression that the IETF is too US-centric.
   Incorporating the new administrative entity in the US may add to
   that perception.

   Also, the IETF history is based in US federal government research
   and funding.  Though IETF is long separated from those
   beginnings, even in the past few years there have been
   interactions between the US government and the IETF that have
   concerned people.  Incorporating the administrative entity in the
   US may invite more US governmental interference in the standards
   activity of the IETF, or at the very least may leave the
   perception that the US government might get involved.

   Both of these are serious problems, but we think there is
   justification for and at least one mitigation to these risks.  Of
   course, the primary reason to consider US incorporation is
   expedience (See section of [I-D.malamud-consultant-
   report]).  We agree that the expedience makes US incorporation
   worth the risk.  But incorporating in multiple domiciles would
   significantly mitigate the risk.  Assuming we go down the path of
   US incorporation, we would like legal counsel to advise on the
   possibility of incorporating in other domiciles (specifically
   Switzerland and The Netherlands) at a later date after US
   incorporation has been completed.  If this is (as we suspect)
   indeed possible, we think this would be the best way to go

C.2  Non-profit status risk

   One of the risks pointed out to incorporation was the potential
   that we would not get non-profit status, and that we must
   therefore preserve some money in escrow for tax liability
   purposes.  Estimates for the time it will take to get such status
   can be several months or even longer in some cases.

   It is important to point out that the tax liability is based on
   profits, not on gross revenues.  If the IASF is only taking in
   enough money to cover expenses, there would be very little tax
   liability. However, if more revenue is brought in than is spent,
   for example to build up an endowment or operating reserve, that
   "profit" is potentially taxable if non-profit status is not

   To mitigate this risk, the corporation could be created and non-
   profit status applied for first, and operation of the corporation
   would only begin after non-profit status was obtained.  The IETF
   would use an interim plan for continued operations until that
   time. This way, no money would need to be in escrow during the
   process of applying for non-profit status.  However, that seems
   an excessively cautious path to take given what appears to be the
   fairly clear non-profit nature of the IETF.

   Commencing operations while the non-profit application is being
   considered, but being careful about balancing revenue with
   expenses and keeping an appropriate escrow account seems like a
   prudent task. Further, any fund raising campaigns that result in
   shifts to the balance sheet of the IASF should be conducted
   cautiously until non-profit status is granted.

C.3  Execution risks

   It is important that the execution goes well.  Risks that we are
   aware of include:

   o  we can't hire a good IAD

   o  we fail to project cash flow properly and go insolvent

   o  we can't cut a deal with Foretec and have no 2005 meetings

   o  we get bad lawyers and they take too long and charge too much

   o  isoc runs out of money and doesn't tell us early enough

   In order to mitigate these problems we have a proposed work plan
   included in this document.  It is important that we get review of
   this work plan by as many eyes as we can get, to make sure we
   have considered all the possible steps that need to be taken.

C.4  Insolvency risk

   Improper management controls and procedures or other imprudent
   fiscal or administrative practices could expose the IETF to a
   risk of insolvency.  Careful selection of trustees, a process of
   budget approval, and a methodical system of fiscal controls are
   necessary to minimize this risk.

C.5  Legal risks

   Improper formulation of the legal framework underlying the IETF
   may expose the institution and individuals in leadership
   positions to potential legal risks.  Any such risk under this
   plan appears to be equivalent to the risk faced by the community
   under the current legal framework.  This risk is further
   mitigated by a thorough review by legal counsel, and by use of
   insurance coverage.

   The legal exposure is best minimized by a careful adherence to
   our procedures and processes, as defined by the Best Current
   Practice Series.  A carefully stated process, such as the BCP
   documents that govern the selection of leadership positions and
   define the standards process are the best insurance against legal
   exposure, provided care is taken to stick to the process
   standards that have been set. Adherence to a public rule book and
   a fully open process are the most effective mechanisms the IETF
   community can use.


Appendix B. Scenario O

This is Scenario O as it was posted on 20 September 2004. A table of contents has been removed from this copy and the text has been reformatted to fit within IETF publication guidelines.

Not an Internet-Draft                                      L. Daigle
                                                        M. Wasserman
                                                  September 20, 2004

    AdminRest Scenario O: An IETF-Directed Activity Housed Under the
		 Internet Society (ISOC) Legal Umbrella


   This document defines an alternative proposal for the structure
   of the IETF's administrative support activity (IASA) -- an IETF-
   defined and directed activity that operates within the ISOC legal
   umbrella. It proposes the creation of an IETF Administrative
   Oversight Committee (IAOC) that is selected by and accountable to
   the IETF community.  This committee would provide oversight for
   the IETF administrative support activity, which would be housed
   within the ISOC legal umbrella.  In order to allow the community
   to properly evaluate this scenario, some draft BCP wording is
   1.  Overview of Scenario O

   IETF community discussions of the scenarios for administrative
   restructuring presented in Carl Malamud's consultant report [I-
   D.malamud-consultant-report] have led to the identification of a
   potentially viable alternative that is not included in that
   report -- an IETF-defined and directed administrative support
   function housed under the ISOC legal umbrella (called "IASA"
   hereafter).  This new scenario retains some properties of the
   original ISOC-based scenarios, Scenarios A and B.  However, this
   new scenario aims to provide:

   o  continued close relationship with ISOC

   o  a clear basis from which the IETF can define (and, over time,
      refine) the administrative activity in terms of IETF community
      needs, using existing IETF/ISOC processes

   o  an operational oversight board that is accountable to the IETF

   o  continued separation between the IETF standards activity and
      any fund-raising for standards work (within ISOC)

   o  appropriate ISOC oversight of its standards activities funds

   This scenario is nicknamed "Scenario O" -- it is derived from,
   but does not entirely encompass, Scenario A or Scenario B.

   In Scenario O, the IETF administrative support function would be
   defined in a BCP that would be created via the IETF standards
   process [RFC2026] and approved by the ISOC Board of Trustees.
   This BCP would describe the scope of an IETF Administrative
   Support Activity (IASA) and would define the structure and
   responsibilities of the IETF Administrative Oversight Committee
   (IAOC), an IETF-selected body responsible for overseeing the
   IASA.  Like the Internet Architecture Board (IAB), the IASA would
   be housed within the ISOC legal umbrella. The BCP would also
   describe ISOC's responsibilities within this scenario, including
   requirements for financial accounting and transparency.  A draft
   of this BCP is included in the next section of this document.

   Scenario O allows us to establish IETF control over our
   administrative support functions in terms of determining that
   they meet the community's needs,  and adjusting them from time to
   time using IETF processes.  At the same time, it does not require
   that the IETF community determine, create and undertake the risks
   associated with an appropriate corporate structure (with similar
   financial infrastructure and tax-exempt status to ISOC's) in
   order to solve the pressing administrative issues outlined in
   [RFC3716].  This proposal also defines the boundaries of the IASA
   so that it could be encapsulated and moved elsewhere at some
   future date, should that ever be desirable.

2.  Draft of Administrative Support BCP

   This section proposes draft text for a BCP that would define the
   scope and structure of the IASA.  Although this text would
   require further refinement within the IETF community, this
   section is intended to be clear and complete enough to allow the
   community to reach a well-informed opinion regarding this

2.1  Definition of the IETF Administrative Support Activity (IASA)

   The IETF undertakes its technical activities as an ongoing, open,
   consensus-based process.  The Internet Society has long been a
   part of the IETF's standards process, and this document does not
   affect the ISOC-IETF working relationship concerning standards
   development or communication of technical advice.  The purpose of
   this memo is to define an administrative support activity that is
   responsive to the IETF technical community's needs, as well as
   consistent with ISOC's operational, financial and fiduciary
   requirements while supporting the IETF technical activity.

   The IETF Administrative Support Activity (IASA) provides
   administrative support for the technical work of the IETF.  This
   includes, as appropriate,  undertaking or contracting for the
   work described in (currently, [RFC3716] but the eventual BCP
   should include the detail as an appendix), covering IETF document
   and data management, IETF meetings, any operational agreements or
   contracts with the RFC Editor and IANA.  This provides the
   administrative backdrop required to support the IETF standards
   process and to support the IETF organized technical activities,
   including the IESG, IAB and working groups.  This includes the
   financial activities associated with such IETF support
   (collecting IETF meeting fees, payment of invoices, appropriate
   financial management, etc).  The IASA is responsible for ensuring
   that the IETF's administrative activities are done and done well;
   it is not the expectation that the IASA will undertake the work
   directly, but rather contract the work from others, and manage
   the contractual relationships in line with key operating
   principles such as efficiency, transparency and cost

   The IASA is distinct from other IETF-related technical functions,
   such as the RFC editor, the Internet Assigned Numbers Authority
   (IANA), and the IETF standards process itself.  The IASA is not
   intended to have any influence on the technical decisions of the
   IETF or on the technical contents of IETF work.

2.1.1  Structure of the IASA

   The IASA will be structured to allow accountability to the IETF
   community.  It will determine the ongoing success of the activity
   in meeting IETF community needs laid out in this BCP, as well as
   ISOC oversight of its financial and resource contributions.  The
   supervisory body defined for this will be called the IETF
   Administrative Oversight Committee (IAOC).  The IAOC will consist
   of volunteers, all chosen directly or indirectly by the IETF
   community, as well as appropriate ex officio appointments from
   ISOC and IETF leadership.  The IAOC will be accountable to the
   IETF community for the effectiveness, efficiency and transparency
   of the IASA.

   The IASA will initially consist of a single full-time employee of
   ISOC, the IETF Administrative Director (IAD).  The IAD will
   require a variety of financial, legal and administrative support,
   and it is expected that this support will be provided by ISOC
   support staff following an expense and/or allocation model TBD.

   Although the IAD will be a full-time ISOC employee, he will work
   under the direction of the IAOC.  The IAD will be selected by a
   committee of the IAOC, consisting minimally of the ISOC President
   and the IETF Chair.  This same committee will be responsible for
   periodically reviewing the performance of the IAD and determining
   any changes to his employment and compensation.  In certain cases
   (to be defined clearly -- chiefly cases where the ISOC employee
   is determined to have contravened basic ISOC policies), the ISOC
   President may make summary decisions, to be reviewed by the
   hiring committee after the fact.

   The IAD will be responsible for administering the IETF finances,
   managing a separate bank account for the IASA, and establishing
   and administering the IASA budget.  To perform these activities,
   the IAD is expected to have signing authority comparable to other
   ISOC director-level employees.  Generally, expenses or agreements
   outside that authority to be approved for financial soundness as
   determined by ISOC policy.  The joint expectation is that ISOC's
   policies will be consistent with allowing the IAD to carry out
   IASA work effectively and efficiently.  Should the IAOC have
   concerns about that, the IAOC and ISOC commit to working out
   other policies that are mutually agreeable.

   The IAD will also fill the role of the IETF Executive Director,
   as described in various IETF process BCPs.  All other
   administrative functions will be outsourced via well-defined
   contracts.  The IAD will be responsible for negotiating and
   maintaining those contracts, as well as providing any
   coordination that is necessary to make sure the IETF
   administrative support functions are properly covered.

2.1.2  IAD Responsibilities

   The day to day responsibilities of the IAD will focus on managing
   contracts with the entities providing the work supporting the
   IETF technical activity.

   The IAD will provide regular (monthly and quarterly) reports to
   the IAOC and ISOC.

   All contracts will be negotiated by the IAD (with input from any
   other appropriate bodies), and reviewed by the IAOC.  The
   contracts will be executed by ISOC, on behalf of the IETF, after
   whatever review ISOC requires (e.g., legal, Board of Trustees).

   The IAD will prepare an annual budget, which will be reviewed and
   approved by the IAOC.  The IAD will be responsible for presenting
   this budget to the ISOC Board of Trustees, as part of ISOC's
   annual financial planning process.  The partnering is such that
   the IAOC is responsible for ensuring the suitability of the
   budget for meeting the IETF community's needs, but it does not
   bear fiduciary responsibility; the ISOC board needs to review and
   understand the budget and planned activity in have enough detail
   of the budget and proposed plans to properly carry out its
   fiduciary responsibility.

2.1.3  IAOC Responsibilities

   The role of the IAOC is to provide appropriate input to the IAD,
   and oversight of the IASA functioning.  The IAOC is not expected
   to be regularly engaged in IASA work, but rather to provide
   appropriate approval and oversight.

   Therefore, the IAOC's responsibilities are:

   o  Select the IAD, as described above.

   o  Review the IAD's financial reports, and provide approval of
      the IAD's budget proposals in terms of fitness for IETF

   o  Review IASA functioning with respect to meeting the IETF
      community's working needs.

   The IAOC's role is to review, not carry out the work of,  the IAD
   and IASA.  As such, it is expected the IAOC will have monthly
   teleconferences and periodic face to face meetings, probably
   coincident with IETF plenary meetings, consistent with ensuring
   an efficient and effective operation.

2.1.4  IASA Funding

   The IASA is supported financially in 3 ways:

   1.  IETF meeting revenues.  The IAD, in consultation with the
       IAOC, sets the meeting fees as part of the budgeting process.
       All meeting revenues go to the IASA.

   2.  Designated ISOC donations.  The IETF and IASA do no specific
       fund raising activities; this maintains separation between
       fundraising and standards activities.  Any organization
       interested in supporting the IETF activity will continue to
       be directed to ISOC, and any funds ISOC receives specifically
       for IETF activities (as part of an ISOC program that allows
       for specific designation) will be put in the IASA bank
       account for IASA management.

   3.  Other ISOC support.  ISOC will deposit in the IASA account,
       each quarter, the funds committed to providing as part of the
       IASA budget (where the meeting revenues and specific
       donations do not cover the budget).  These funds may come
       from member fees or from other revenue streams ISOC may

   Note that the goal is to achieve and maintain a viable IETF
   support function based on meeting fees and specified donations,
   and the IAOC and ISOC are expected to work together to attain
   that goal.  (I.e., dropping the meeting fees to $0 and expecting
   ISOC to pick up the slack is not desirable; nor is raising the
   meeting fees to prohibitive levels to fund all non-meeting-
   related activities!).

   Also, in normal operating circumstances, the IASA would look to
   have a 6 month operating reserve for its activities.  Rather than
   having the IASA attempt to accrue that in its bank account, the
   IASA looks to ISOC to build and provide that operational reserve
   (through whatever mechanism instrument ISOC deems appropriate --
   line of credit, financial reserves, etc).  Such reserves do not
   appear instantaneously; the goal is to reach that level of
   reserve by 3 years after the creation of the IASA.  It is not
   expected that any funds associated with such reserve will be held
   in the IASA bank account.

2.2  IAOC Membership, Selection and Accountability

   Note:  This section is particularly subject to change as we work
   to find the best way to achieve the key principles.  The key
   principles being adhered to are that while this should be
   reasonably separate from IETF Standards process management:

   o  the IETF and IAB Chairs need to be involved to a level that
      permits them to be involved in and oversee the aspects
      pertinent to their roles in managing the technical work (e.g.,
      the IAB looks after the RFC Editor relationship)

   o  the IETF and IAB Chairs must not be critical path to getting
      decisions to and through the IASA.

   The current draft, below, therefore makes the IETF Chair ex
   officio voting member of the IAOC, and the IAB Chair a non-voting
   liaison. Future versions may change either or both, depending on
   what makes sense to the IETF community in its deliberations.

   The IAOC will consist of seven voting members who will be
   selected as follows:

   o  2 members chosen by the IETF Nominations Committee (NomCom)

   o  1 member chosen by the IESG

   o  1 member chosen by the IAB

   o  1 member chosen by the ISOC Board of Trustees

   o  The IETF Chair (ex officio)

   o  The ISOC President/CEO (ex officio)

   There will also be two non-voting, ex officio liaisons:

   o  The IAB Chair

   o  The IETF Administrative Director

   The voting members of the IAOC will choose their own chair each
   year using a consensus mechanism of its choosing.  Any appointed
   voting member of the IAOC may serve as the IAOC Chair (i.e., not
   the IETF Chair or the ISOC President/CEO).  The role of the IAOC
   Chair is to organize the IAOC.  The IAOC Chair has no formal
   duties for representing the IAOC, except as directed by IAOC

   The members of the IAOC will typically serve two year terms.
   Initially, the IESG and ISOC Board will make one-year
   appointments, the IAB will make a two-year appointment, and the
   Nomcom will make one one-year appointment and one two-year
   appointment to establish a pattern where approximately half of
   the IAOC is selected each term.

   The two NomCom selected members will be selected using the
   procedures described in RFC 3777.  For the initial selection, the
   IESG will provide the list of desired qualifications for these
   positions.  In later years, this list will be provided by the

   While there are no hard rules regarding how the IAB and the IESG
   should select members of the IAOC, it is not expected that they
   will typically choose current IAB or IESG members, if only to
   avoid overloading existing leadership.  However, they should
   choose people who are familiar with the administrative support
   needs of the IAB, the IESG and/or the IETF standards process.  It
   is suggested that a fairly open process be followed for these
   selections, perhaps with an open call for nominations and/or a
   period of public comment on the candidates.  The IAB and IESG are
   encouraged to look at the procedure for IAB selection of ISOC
   Trustees for an example of how this might work.

   Although the IAB and IESG will choose some members of the IAOC,
   those members will not directly represent the bodies that chose
   them.  All members of the IAOC are accountable directly to the
   IETF community. To receive direct feedback from the community,
   the IAOC will hold an open meeting at least once per year at an
   IETF meeting.  This may take the form of an open IAOC plenary or
   a working meeting held during an IETF meeting slot.  The form and
   contents of this meeting are left to the discretion of the IAOC

   Decisions of IAOC members or the entire IAOC are subject to
   appeal using the procedures described in RFC 2026.  The initial
   appeal of an individual decision will go to the full IAOC.
   Appeals of IAOC decisions will go to the IESG and continue up the
   chain as necessary (to the IAB and the ISOC Board).  The IAOC
   will play no role (aside from possible administrative support) in
   appeals of WG Chair, IESG or IAB decisions.

   In the event that an IAOC member abrogates his duties or acts
   against the bests interests of the IETF community, IAOC members
   are subject to recall using the recall procedure defined in RFC
   3777.  IAB and IESG-appointed members of the IAOC are not subject
   to recall by their appointing bodies.

2.3  IASA Budget Process

   While the IASA sets a budget for the IETF's administrative needs,
   its budget process clearly needs to be closely coordinated with
   ISOC's. The specific timeline will be established each year,
   before the second IETF meeting.  A general annual timeline for
   budgeting will be:

   July 1 The IAD presents a budget proposal (for the following
      fiscal year, with 3 year projections) to the IAOC.

   August 1 The IAOC approves the budget proposal for IETF purposes,
      after any appropriate revisions.  As the ISOC President is
      part of the IAOC, the IAOC should have a preliminary
      indication of how the budget will fit with ISOC's own
      budgetary expectations.  The budget proposal is passed to the
      ISOC Board of Trustees for review in accordance with their
      fiduciary duty.

   September 1 The ISOC Board of Trustees approves the budget
      proposal provisionally.  During the next 2 months, the budget
      may be revised to be integrated in ISOC's overall budgeting

   November 1 Final budget to the ISOC Board for approval.

   The IAD will provide monthly accountings of expenses, and will
   update forecasts of expenditures quarterly.  This may necessitate
   the adjustment of the IASA budget.  The revised budget will need
   to be approved by the IAOC and ISOC Board of Trustees.

2.4  Relationship of the IAOC to Existing IETF Leadership

   The IAOC will be directly accountable to the IETF Community.
   However, the nature of the IAOC's work will involve treating the
   IESG and IAB as internal customers.  The IAOC should not consider
   its work successful unless the IESG and IAB are satisfied with
   the administrative support that they are receiving.

2.5  ISOC Responsibilities for IASA

   Within ISOC, support for the IASA should be structured to meet
   the following goals:

   Transparency: The IETF community should have complete visibility
      into the financial and legal structure of the ISOC standards
      activity. In particular, the IETF community should have access
      to a detailed budget for the entire standards activity,
      quarterly financial reports and audited annual financials.  In
      addition, key contract material and MOUs should be publicly
      available.  Most of these goals are already met by ISOC today.
      The IAOC will be responsible for providing the IETF community
      with regular overviews of the state of affairs.

   Unification: As part of this arrangement, ISOC's sponsorship of
      the RFC Editor, IAB and IESG, as well as insurance coverage
      for the IETF will be managed as part of the IASA under the

   Independence: The IASA should be financially and legally distinct
      from other ISOC activities.  IETF meeting fees should be
      deposited in a separate IETF-specific bank account and used to
      fund the IASA under the direction and oversight of the IAOC.
      Any fees or payments collected from IETF meeting sponsors
      should also be deposited into this account.  This account will
      be administered by the IAD and used to fund the IASA in
      accordance with a budget and policies that are developed as
      described above.

   Support: ISOC may, from time to time, choose to transfer other
      funds into this account to fund IETF administrative projects
      or to cover IETF meeting revenue shortfalls.  There may also
      be cases where ISOC chooses to loan money to the IASA to help
      with temporary cash flow issues.  These cases should be
      carefully documented and tracked on both sides.  ISOC will
      work to provide the 6 month operational reserve for IASA
      functioning described above.

   Removability: While there is no current plan to transfer the
      legal and financial home of the IASA to another corporation,
      the IASA should be structured to enable a clean transition in
      the event that the IETF community decides, through BCP
      publication, that such a transition is required.  In that
      case, the IAOC will give ISOC a minimum six months notice
      before the transition formally occurs.  During that period,
      the IAOC and ISOC will work together to create a smooth
      transition that does not result in any significant service
      outages or missed IETF meetings.  All contracts that are
      executed by ISOC as part of the IASA should either include a
      clause allowing termination or transfer by ISOC with six
      months notice, or should be transferrable to another
      corporation in the event that the IASA is transitioned away
      from ISOC in the future.  Any accrued funds, and IETF-specific
      intellectual property rights (concerning administrative data
      and/ or tools) would also be expected to be transitioned to
      any new entity, as well.

   Within the constraints outlined above, all other details of how
   to structure this activity within ISOC (as a cost center, a
   department or a formal subsidiary) should be determined by ISOC
   in consultation with the IAOC.

3.  Workplan for Formalizing the IETF Administrative Support

   This section proposes a workplan and schedule for formalizing the
   IETF administrative support activity (IASA) for the remainder of
   2004 and 2005.

3.1  Workplan Goals

   This workplan is intended to satisfy four goals:

   o  Satisfy the IETF's need for support functions through 2005,
      with a careful transition that minimizes the risk of
      substantial disruption to the IETF standards process.

   o  Establish IETF community consensus and ISOC approval of a BCP
      formalizing the IASA as described in this scenario before any
      actions are taken that will have long term effects (hiring,
      contacts, etc.)

   o  Make sure that decisions with long term impact, such as hiring
      the IAD and establishing contracts for administrative support,
      are made by people chosen for that purpose who will be
      responsible to the community for the effectiveness of this
      effort (the IAD and members of the IAOC) -- not by our already
      overloaded technical leadership.

   o  Within the above constraints, move as quickly as possible
      towards a well-defined administrative support structure that
      is transparent and accountable to the IETF community.

3.2  Workplan Overview

   There are three major elements to this workplan which can, to
   some degree, take place in parallel after we establish IETF
   community consensus to pursue Scenario O:

   o  Finalizing the BCP text and getting it approved by the IETF
      community and ISOC.

   o  Selecting IASA leadership.  This includes appointing an
      interim IAOC, recruiting the IAD, and eventually appointing
      the full IAOC.

   o  Negotiating agreements with service providers.  This includes
      determining the structure and work flow of the IASA, deciding
      which portions of the IASA should be staffed via an open
      request for proposals (RFP) process, and issuing a RFP for
      those portions, as well as establishing sole source contracts
      or MOUs for other portions of the IASA.

   Each of the three items listed above is described in more detail
   in the following sections.

3.3  Approval by the IETF Community and ISOC

   In scenario O, the IASA is formalized in a BCP that is approved
   by the IETF community and accepted by the ISOC Board of Trustees.
   There are three steps in this process:

   1.  Establishment of IETF community consensus that we should
       pursue Scenario O as defined in a joint IAB/IESG
       recommendation based on this proposal.  This consensus will
       be established through community discussion and a formal two-
       week consensus call issued by the IETF chair on the IETF
       mailing list.

   2.  Establishment of IETF community consensus on a BCP that
       formalizes the IASA as described.  This consensus would be
       established through public discussion, a four week IETF Last
       Call and IESG review and approval.

   3.  ISOC approval of the BCP and acceptance of ISOC's
       responsibilities as described therein.  This approval and
       acceptance would be signified by an ISOC Board resolution.

   The timeline for these three stages is rather long, but there is
   significant progress that can be made in other areas once we have
   established IETF community consensus to pursue this scenario.

3.4  Selecting IASA Leadership

   Once we have IETF consensus to pursue this scenario, we can
   appoint an interim IAOC to begin working on the IASA transition.
   The interim IAOC could do substantial work on non-binding tasks,
   such as beginning the recruitment process for an IAD, determining
   the structure of the IASA work, issuing RFPs and negotiating
   potential agreements with service providers.  The interim IAOC
   would not be empowered to make binding agreements, but could work
   appropriate consultants and advisors to make a lot of progress
   towards determining the initial structure and work flow of the

   Because the IETF Nominations Commitee (NomCom) process for new
   positions will consume a lot of resources and take a long time to
   complete, we propose that the interim IAOC consist of:

   o  1 IESG selected member

   o  1 IAB selected member

   o  1 ISOC selected member

   o  The IETF Chair

   o  The ISOC President/CEO

   The IAB chair will serve as a liaison, as described above.

   The IESG and ISOC Board appointments will be expected to serve
   until the first IETF meeting of 2006, and the IAB appointment
   will be expected to serve until the first IETF meeting of 2007,
   assuming that the BCP is approved and the IAOC continues to have
   appointed members from these bodies.

   After all of the interim IAOC members are selected, they will
   choose an interim IAOC chair from among the appointed members.

   When the BCP is approved, if the BCP indicates that there will be
   NomCom selected IAOC members they will be chosen at that time.
   Any adjustments to appointed members based on the BCP contents
   will also be made at that time.  The IAOC will transition from
   interim to non-interim status when all non-interim members are
   seated.  A new, non-interim chair selection process will then

3.5  Recruiting the IETF Administrative Director

   The interim IAOC should appoint an IAD selection committee to
   recruit and select the IETF Administrative Director.  This
   committee will consist entirely of IAOC members or liaisons, and
   will, at minimum, include the IETF chair and the ISOC President.
   If the IAOC chooses, this committee could include the entire

   The IAD selection committee should determine a job description
   for the IAD, in consultation with other IETF leaders and the IETF
   community.  Once the job description is established, the IAD
   selection committee should recruiting candidates for the

   Although the interim IAOC is not empowered to hire the IAD as a
   full-time employee, it might be possible for the IAOC to ask ISOC
   to engage the potential IAD as a consultant to help with other
   tasks during the interim period.

3.6  Establishing Agreement with Service Providers

   The most important activity of the IAOC during late 2004 and
   early 2005 will be to determine the structure and work flow of
   the IASA and to establish contracts or other agreements with
   service providers to do the required work.  This work includes
   the following functions as defined in the consultant's report:

   o  Technical infrastructure

   o  Meeting management

   o  Clerk's office

   o  RFC Editor services to support  IETF standards publication

   o  IANA services to support IETF standards publication

   The interim IAOC should work with IETF leaders and other
   knowledgeable members of the community to determine the structure
   and work flow required for the IASA activity and make
   corresponding adjustments to the above list, if necessary.  The
   interim IAOC can also identify which areas of IASA work should
   continue to be provided by existing IETF service providers, and
   work with those providers to establish proposed contracts or
   agreements for later approval by the non-interim IAOC.  The IAOC
   can also choose to start an RFP process for any services that
   they believe should be filled through an open RFP process.

3.7  Establishing a 2005 Operating Budget

   Because the ISOC 2005 budgeting process will be finalized before
   the non-interim IAOC is seated, the interim IAOC should work with
   the ISOC staff and President to establish a proposed 2005
   operating budget for the IASA.  Since this will happen in advance
   of full knowledge regarding the costs of 2005 operations, it may
   be subject to significant adjustment later.

3.8  Proposed Schedule for IASA Transition

   As described above, the three stages of the IETF community and
   ISOC approval process will take some time.  If the community
   chooses scenario O and we reach quick consensus on the details,
   an optimistic schedule for this approval would be:

   1.  IETF discussion of this proposal and other scenarios through
	1-Oct-2005.  IAB/IESG discusses this proposal with ISOC

   2.  IAB/IESG joint recommendation issued on 8-Oct-04, including
	full BCP proposal.

   3.  Community discussion of the joint IAB/IESG recommendation
	through 22-Oct-04.

   4.  Two-week community consensus call issued on the IETF list on
	23-Oct-04 regarding rough community consensus to pursue this
	direction and appoint an interim IAOC -- extends through
	IETF 61.  IAOC selecting bodies begin search, based on
	expected community consensus.

   5.  Rough community consensus declared on 8-Nov-04 to pursue
	Scenario O and appoint the interim IAOC.

   6.  Interim IAOC seated on 15-Nov-04.  Interim IAOC begins
	interim work outlined above, including establishment of
	estimated 2005 budget and IAD recruitment.

   7.  BCP text  discussed by community, IETF leadership and ISOC
	Board until we have something that represents rough
	community consensus that is acceptable to all.  We hope that
	this could be completed by 6-Dec-04.

   8.  Four week IETF Last Call issued for BCP on 6-Dec-04 --
	extends through 3-Jan-04.

   9.  Simultaneous IESG and ISOC Board approvals by 17-Jan-04.

   10.  IAD officially hired in Jan 2005.

   11.  NomCom seats IAOC members at the first IETF of 2005, moving
	the IAOC from interim to non-interim status.

   12.  Formal agreements with all service providers in-place by
	June 2005.

4.  Security Considerations

   This document describes a scenario for the structure of the
   IETF's administrative support activities.  It introduces no
   security considerations for the Internet.

5.  IANA Considerations

   This document has no IANA considerations in the traditional
   sense. As part of the extended IETF family, though, IANA may be
   interested in the contents.

6.  Acknowledgements

   Most of the ideas in this document are not new, and many of them
   did not originate with the authors.  This scenario represents a
   combination of ideas discussed within the IAB, the IESG and the
   IETF Community.

   This document was written using the xml2rfc tool described in RFC
   2629 [RFC2629].

7.  References

7.1  Normative References

   [I-D.malamud-consultant-report] Malamud, C., "IETF Administrative
	      Support Functions", draft-malamud-consultant-report-01
	      (work in progress), September 2004.

   [RFC2026]  Bradner, S., "The Internet Standards Process --
	      Revision 3", BCP 9, RFC 2026, October 1996.

   [RFC3716]  Advisory, IAB., "The IETF in the Large: Administration
	      and Execution", RFC 3716, March 2004.

7.2  Informative References

   [RFC2629]  Rose, M., "Writing I-Ds and RFCs using XML", RFC 2629,
	      June 1999.

   [RFC3667]  Bradner, S., "IETF Rights in Contributions", BCP 78,
	      RFC 3667, February 2004.

   [RFC3668]  Bradner, S., "Intellectual Property Rights in IETF
	      Technology", BCP 79, RFC 3668, February 2004.

Authors' Addresses

   Leslie Daigle
   EMail: leslie at, leslie at

   Margaret Wasserman
   One Broadway, 14th Floor
   Cambridge, MA 02142 USA

   Phone: +1 617 758-4177
   EMail: margaret at


Intellectual Property Statement

Disclaimer of Validity

Copyright Statement