Subject: [Iasa20] Structure Draft Update / Transition Considerations Section

From: "Livingood, Jason" <[email-masked]>
Date: Tue, 4 Dec 2018 20:48:10 +0000

An update of this draft is in process. One change being made is to remove the “Transition Considerations” section since it is quite temporary and does not seem to fit as this document morphs into a 4071-bis. I am providing the text here so it can be found in the mailing list archives in the future.

Regards
Jason

Transitioning to the IETF LLC

Conducting a transition to the IETF LLC from the earlier structure of the IASA to IASA2 will encompass many different work activities and will require action, involvement, support, and/or feedback from groups and individuals across the IETF community. The transition is likely to proceed in these steps but the community should remain flexible and adapt this plan as changes occur and complications inevitably arise.

Phase 1: IETF LLC Formation (Complete)

* The IETF LLC is formed with an Interim Board

* The IAOC continues to operate as usual, such as reviewing and approving the IETF's FY2019 budget.

* The NomCom is given instructions by the IETF chair to not recruit for 2019 IAOC positions, and instead recruit for IETF LLC Board Directors.

* An update of all relevant RFCs is started, reflecting the change from IAOC to IETF LLC.

Phase 2: Transition from IAOC to IETF LLC (In Process)

* The IETF LLC's Interim Board and IAOC shall agree to a transition schedule to transition IAOC responsibilities one-by-one to the IETF LLC.

* This phase should optimally conclude prior to the expiration of IAOC member terms in 2019.

Phase 3: Transition Complete

* The first full board is seated

* All responsibilities of the IAOC have been assumed by the IETF LLC.

* The IAOC can then be shut down.

## Initial Tasks of the IETF LLC Board

The initial tasks of the IETF LLC Board should be prioritized according to legal necessity and relative importance. Below are suggested priorities to consider as and after the IETF LLC is formed.

High priority for the Interim Board:

1 – Form the IETF LLC legally

2 – Setup a bank account so that funds can be moved over

3 – Transfer all necessary contracts from ISOC/IAOC to the IETF LLC

4 – Establish & implement a process to pay any employees or contractors, as necessary

5 - Agree to a transition schedule with the IAOC

6 - Secure any necessary insurance such as Commercial General Liability and other appropriate insurance policies, with appropriate coverage limits

Medium Priority for the Interim Board:

1 – Create a job description for the IETF Executive Director

2 - Initiate the process of beginning to search for an IETF Executive Director and/or outline a process to do so and defer it to the first full board, as appropriate

First Tasks of the Full Board:

1 – Develop all necessary IETF LLC policies

2 – Develop all necessary Board operating procedures and bylaws

3 – Determine the employee benefits/salary framework and/or make associated staffing decisions

4 - Interview and hire an IETF Executive Director (targeting the first
half of 2019)

5 - Select a chair and other positions as necessary

6 - Define and document how the Board will fulfill its transparency obligations to the IETF community

7 - Define the "significant materiality threshold", above which the Board must approve any contracts, expenditures, or other commitments.

Once the IETF Executive Director and any additional staff are hired, it would be expected for IETF LLC to:

* Do a thorough review of existing contracts, community volunteer arrangements, and administrative assets to determine the need for initial changes.

* Assess areas where the IETF community needs to document its consensus, e.g., expectations about community involvement in NOC or tools efforts.