[cabf_governance] CABF as a formal organization

Kirk Hall Kirk.Hall at entrustdatacard.com
Wed Nov 16 22:23:05 MST 2016

Thanks, Dean.  I don’t feel strongly about this, but I have been through this before with another organization.

People say “we need to be a real entity” so they decide to incorporate.  What form - if a non-profit corporation, then you have to meet certain government criteria, and maybe file with the IRS to gain non-profit status.

Where?  Someone’s home state or province?  Delaware?  Who will be the registered contact people?  Then you have to figure out how to pay the annual filing fees and fees for a registered agent.  Oh, yeah - you need articles of incorporation, officers, etc.  And you probably have to file an annual tax return, state and federal.  And then after a couple of years, everyone forgets and someone who is no longer active is still listed as President or Secretary.  And maybe the corporation gets dissolved for non-compliance.

Then there is the issue of being sued - in one sense, no big deal if the corporation has no assets, just don’t respond to the lawsuit (of course, a lawyer needs to look at this and advise the corporation - $$), the person suing (to stop something, or for damages) gets a default judgment, and the CABF as a corporation is dissolved.   Then what?

On the other hand, if the CABF becomes a corporation, we can get an EV cert at last!  :)

From: Govreform [mailto:govreform-bounces at cabforum.org] On Behalf Of Dean Coclin via Govreform
Sent: Wednesday, November 16, 2016 8:22 PM
To: Govreform at cabforum.org
Cc: Dean Coclin <Dean_Coclin at symantec.com>
Subject: [cabf_governance] FW: CABF as a formal organization

As discussed on the last call, there was interest in having the forum become a formal organization. Below is the reason from ETSI, for discussion on the next call.

From: Sonia Compans
Sent: Wednesday, November 16, 2016 11:18 PM
To: Dean Coclin
Cc: arno.fiedler at outlook.com<mailto:arno.fiedler at outlook.com>; Xavier Piednoir
Subject: RE: CABF as a formal organization

Hi Dean,

This was even faster than I expected as I could get the feedback from our External Relations officer quickly (Xavier Piednoir, here in copy).

Let me explain the potential benefits of CAB Forum becoming a legal entity, at least from the ETSI viewpoint.
For several years now, ETSI and CAB Forum have had some kind of collaboration for policies for website certificates resulting in ETSI standards building on CAB Forum specifications and ETSI scheme being recognized by CAB Forum. As CAB Forum has so far not been a legal entity, ETSI and CAB Forum signed a Letter of Intent (in 2009) which only allows exchanging informational material and no having technical collaboration. So far the collaboration has in fact taken place thanks to common members, i.e. Izenpe.
If CAB Forum becomes a legal entity, ETSI and CAB Forum could set up a formal partnership and sign a Memorandum of Understanding or a cooperation agreement.
An MoU would allow formal technical collaboration with nomination of CAB Forum observers in ETSI TC ESI  and vice-versa, with exchange of working documents and drafts, technical discussions, joint promotion through e.g. workshops, literature.
A cooperation agreement allows all what is possible with an MoU plus creating joint specifications, incorporation of text from the other party, adoption of publicly available specifications  in to ETSI Technical Specifications or Technical Reports. This level requires the compatibility of the Partner’s IPR Policy with ETSI’s.

I hope this helps and we would be interested in knowing the outcome of CABF discussions.

Best regards

Sonia Compans  - Technical Officer
ETSI ● www.etsi.org<http://www.etsi.org> ● sonia.compans at etsi.org<mailto:sonia.compans at etsi.org>
Phone: +33 (0)4 92 94 43 36 ● Mobile: +33 (0)6 67 15 58 49
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