[cabf_governance] Draft email on new Server Certificate Working Group for editing

Tue Jun 12 18:21:40 MST 2018

Hmmm.  good point.  So Section 5.3.1 of Bylaws v1.9 does not take effect
until July 3 - that affects a lot of transition issues (like election of a
new Chair and call to participate under subsection (c)) - that's a problem. 

I agree that the SCWG itself exists now, and you and I are Vice Chair and
Chair, but we have no enumerated powers to start anything until July 3 - so
maybe we rephrase the message that way, and again do nothing until July 3.

Also - if the IPR Agreement v1.3 does not become effective until July 3
under the Ballot, and Bylaw 5.5 (which gives people 90 days to sign) doesn't
take effect until July 3 - does that mean Members have 90 days AFTER July 3
to sign the new IPR Agreement - which is October 1?  Yes and No - here's
what Bylaw 5.5 (effective July 3) says:

5.5 IPR Policy

As a requirement for membership, Members must execute and return to the
Chair the IPR Agreement attached as Exhibit A before participating in any
CWG. As the IPR Policy is amended from time to time, Members will be
required to execute and return a new IPR Agreement within 90 days of the
Forum's written request; if a Member fails to execute and return the new IPR
Agreement within such 90-day period, then the Member's Forum membership
shall default to an Associate Membership until the agreement is signed and
returned.

As a requirement for participation in any CWG as an Associate Member or
Interested Party, Associate Members and Interested Parties must execute and
return to the Chair the IPR Agreement attached as Exhibit A before
participating in any CWG. As the IPR Policy is amended from time to time,
Associate Members and Interested Parties will be required to execute and
return a new IPR Agreement within 90 days of the Forum's written request; if
an Associated Member or Interested Party fails to execute and return the new
IPR Agreement within such 90-day period, its participation in Forum calls,
meetings, activities, and events shall be suspended until the agreement is
signed and returned. 

So I think we are correct in saying everyone must sign the new IPRA before
joining the SCWG.  I don't think a Member who hasn't signed can participate
in the SCWG as a downgraded Associate Member - that only happens at the
Forum level.  Likewise, an Associate Member who hasn't signed can't
participate at all in the SCWG.

On election of SCWG officers - I am assuming the SCWG can create officer
positions and rules by SCWG Ballot - so SCWG Ballot 1 might mirror the
current Bylaw 4.1 on election of a Chair and Vice Chair for the SCWG.
Anyone disagree?

From: Ben Wilson [mailto:ben.wilson at digicert.com] 
Sent: Tuesday, June 12, 2018 5:37 PM
To: Kirk Hall <Kirk.Hall at entrustdatacard.com>; CA/Browser Forum Governance
WG List <govreform at cabforum.org>
Subject: [EXTERNAL]RE: [cabf_governance] Draft email on new Server
Certificate Working Group for editing

Kirk,

The SCWG has been created.  Ballot 206 only says, "The amendments to the IPR
Policy and the Bylaws described in this ballot shall become effective 90
days after the date on which the vote for approval is final, and shall not
apply retroactively."  Also, the Charter for the SCWG inside Ballot 206
says, "Upon approval of the CAB Forum by ballot, .."  

I started editing your email, but then I stopped because I wanted to make
sure we have agreement on that point.

Ben

The Governance Change Working Group met by teleconference yesterday to talk
about the steps needed once we transition to the new governance structure on
July 3.  Here are some preliminary plans, which we can discuss on Thursday's
Forum teleconference.  The new governance documents adopted in Ballot 206
are attached.

1.  Who can participate in the Forum or the Server Certificate Working Group
(SCWG) after July 3?

Under Bylaw 5.5, in order to maintain your current participation rights, you
must sign and return the IPR Agreement v1.3 (IPRA).  

*	Any current Member who fails to sign the IPRA is downgraded to
Associate Member status for 90 days and can't vote on ballots.  
*	Any current Associate Member who fails to sign the IPRA loses its
Associate Member status and its right to participate until the IPRA is
signed. 
*	Any current Member who is downgraded to Associate Member status and
still fails to sign the IPRA over the following 90 days (by October 1) loses
its Associate Member status and its right to participate until the IPRA is
signed.
*	Any Interested Party who fails to sign the IPRA loses the right to
participate.

2.  How does the new Server Certificate Working Group get started?

The SCWG Charter was approved by Ballot 206.

The SCWG Charter says this:

Initial chairs and contacts: Chair, Kirk Hall, kirk.hall at entrustdatacard.com
<mailto:kirk.hall at entrustdatacard.com> ; Vice Chair, Ben Wilson,
ben.wilson at digicert.com <mailto:ben.wilson at digicert.com> ; terms to run
concurrently with their terms as Chair and Vice Chair of the Forum,
respectively, unless otherwise voted upon by the Working Group.

Bylaws v1.9 Sec. 5.3.1(c) says this generally about new Chartered Working
Groups, including the SCWG:

(c) After the charter is approved, the CWG MAY elect a new Chair by majority
vote of the CWG's members, or as otherwise specified in the charter. The CWG
Chair will send an invitation to the Public Mail List for an initial CWG
meeting and will solicit eligible Members, Associate Members and Interested
Parties (as specified in the charter) with expertise and interest in the
CWG's subject matter to participate in the CWG. In order to participate in a
Working Group, a party must have agreed to the IPR Policy Agreement and
formally declared participation. Each CWG Chair shall be responsible for
ensuring that all parties attending the respective CWG meetings have signed
the IPR Policy Agreement and have formally declared their participation in
the CWG via the mechanism designated by the Forum prior to attending.

We think these provisions should be implemented as follows:

*	Kirk and Ben are Chair and Vice-Chair of the SCWG, respectively.
Our terms as Forum officers expire on October 21, but the Charter does not
limit our terms as initial officers of the SCWG.  However, the SCWG can
elect a new Chair prior to October 21, once it has established who the
members of the SCWG are.

*	We think the new SCWG should meet in the same time slot as the Forum
does for the first few meetings (Forum call first, then adjourn and
reconvene as the SCWG).  The first such meeting will be Thursday, _______.  

[Ben stopped editing here]

Accordingly, on July 3rd I will send the official "invitation to the Public
Mail List for an initial CWG meeting and will solicit eligible Members,
Associate Members and Interested Parties (as specified in the charter) with
expertise and interest in the CWG's subject matter to participate in the
CWG".  The invitation will indicate the first meeting will be on July 12 at
11:00 am Eastern, right after a brief Forum meeting starting at the same
time adjourns.  As with our current Forum teleconferences, only Members and
Associate Members can be on the teleconference - subject to the rules on
signing the IPR Agreement described above.

We have created a page on the wiki under "Working Groups - Server
Certificate Working Group."  Members and Associate Members who want to
indicate their desire to be members of the SCWG can sign up there, either
before or after July 3, to help us establish a roster of participants and
establish a new SCWG email list.

3.  What will be on the SCWG's Agenda for its first meeting on July 12?

We think the SCWG's Agendas will generally be similar to the Forum's current
Agendas.  However, there are two preliminary things to work on:

*	Approve a process for electing SCWG officers, then hold elections.
As quoted above, the Charter says Kirk and Ben are the SCWG Chair and
Vice-Chair "unless otherwise voted upon by the Working Group".  The Bylaws
say (for all new Working Groups) "After the charter is approved, the CWG MAY
elect a new Chair by majority vote of the CWG's members, or as otherwise
specified in the charter."  The SCWG will have to decide if it has power to
elect both a new Chair and new Vice-Chair, and if it can adopt more detailed
election procedures (e.g., like the Bylaws provisions for election the
Forum's Chair and Vice-Chair) and schedule nominations and elections.

*	Approve Subcommittees for the SCWG.  

Bylaw 5.3.1(e) says: "CWGs [Chartered Working Groups, like the SCWG] may
establish any number of subcommittees within its own Working Group to
address any of such CWG's business (each, a "Subcommittee"). A CWG-created
Subcommittee needs to be approved by the CWG itself according to the
approval process set forth in the CWG charter, but approval of the Forum is
not necessary. Subcommittees must exist under an approved CWG."

The Forum currently has four Working Groups:

1.       Validation

2.       Network Security

3.       Policy Review

4.       Governance Change

We assume the SCWG will want to establish the first three as Subcommittees,
but not the fourth one (not the Governance Change Working Group), as
governance change issues are better addressed at the full Forum level.
However, the SCWG might want its own "Governance Subcommittee" to work
through some of the initial SCWG start-up issues it is facing.

I may ask for suggestions on these two matters on the current Public list
starting on July 3 (once the SCWG comes into existence) - we can certainly
start discussing this before the July 12 initial meeting.

4.  How will we establish new email lists for the Server Certificate Working
Group?

We think it's best to keep the current Public@ and Management@ lists for
Forum communications after July 3, so we are likely to establish new email
lists (one Public, one Management) for the SCWG. 

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