[cabf_governance] Who Must Sign the IPR?

[Ryan Sleevi]

Hi Virginia,

My suggestion during the F2F was:

These are good questions, it's unlikely we're going to reach a conclusion
in the room today, especially when the experts from a number of
organizations do not participate in the plenary F2F, folks should discuss
with their counsel the possible interpretations, and bring those concerns
to the Governance WG for further discussion and resolution.

My objection for the item being added to today's call was that this agenda
item was sent out to the management list only, after the final agenda had
been sent to the public@ list, with extremely short-notice, no new
information from the F2F discussion, and no write-up of that discussion
that could lead to a successful resolution. These concerns were raised on
the management@ list, where Kirk proposed modifying the agenda prior to our
call today, as they are at odds with Section 5.2 of our Bylaws, but also
too short notice to prepare for meaningful discussions. This exact same
'last minute' addition happened during our F2F, in which these same
questions were added to the agenda the morning of the discussion, not
because any member raised them (at least, from all publicly available
information), but simply because there were slots in the agenda to fill.
This reasoning is exactly why I stated during the F2F when this agenda was
bashed on that it would be more helpful if it was held with the Governance
Reform WG or on the next WG call, rather then the plenary, so that we could
ensure that the right representatives from organizations, including Apple,
could be present and participate.

Thus, the objection was the process and manner in which it was added to the
call and that it continues to be added as a 'last minute' thing with no
write-up or statement of the problem(s). We're certainly in strong favor of
helping bring clarity about expectations, especially if the Chair has
concerns, but we're not sure that continuing to have this conversation in
the abstract, without a statement of the problems, is going to help us move
closer to finding solutions. It is a procedural objection, especially when
there had been agreement that discussing with the Governance Reform WG was
a meaningful and actionable next step.

I'm extremely appreciative of Ben summarizing the set of questions that
have been raised regarding such participation, and I'm hoping with the
additional context, there can be clearer understanding about the
information that prospective members, associate members, and interested
parties should be providing, to minimize risk for all members. This is
especially important when we have Associate Members proposing modifications
that would introduce new Essential Claims.

On Thu, Jun 14, 2018 at 2:19 PM, Virginia Fournier <vfournier at apple.com>
wrote:

> Hi Ryan,
>
> Would you please also summarize the ETSI issue you raised on the call
> today?  I’m not sure whether you were objecting to the discussion of the
> issue on today’s call, the MOU previously signed with ETSI, not discussing
> the issue directly with ETSI, having ETSI sign the IPR agreement, or
> something else.  Is it just what you’ve mentioned below?  I’d appreciate
> your summary so the Governance Reform WG can determine how to address it.
> Thank you.
>
> Best regards,
>
> Virginia Fournier
> Senior Standards Counsel
>  Apple Inc.
> ☏ 669-227-9595
> ✉︎ vmf at apple.com
>
>
> On Jun 14, 2018, at 9:11 AM, Ryan Sleevi via Govreform <
> govreform at cabforum.org> wrote:
>
> (I'm not sure if I have posting rights on govreform, so this may only go
> to the named parties)
>
> Thanks for this summary Ben. To capture the other part of the F2F
> discussion and this and the previous call, it sounds like there's two
> separate-but-highly-related challenges.
>
> First is confusion about who must sign the IPR, whether participating as
> an Interested Party, an Associate Member, or a full Forum member. Examples
> of this confusion have manifest in several discussions, in which some
> members expressed confusion as to how to best handle it, such as:
> - For interested parties, whether an individual signature is sufficient or
> whether that individuals employer(s) must also sign
> - For associate members, the process for waiving the IPR agreement, as
> covered in Section 3.1 of the Bylaws
> - For associate members, how to handle various industry groups, such as:
>   - CPA Canada's WebTrust TF, which is comprised of volunteers from firms
> such as KPMG, Deloitte, and BDO, but also has representatives from CPA
> Canada itself
>   - ACAB-c, which has a number of European conformance assessment bodies
> (auditors) and European CAs (which themselves may be members of the Forum)
>   - ETSI, which is comprised of Member Organizations that may meet any of
> our other definitions, and which may have individuals that are employed by
> ETSI member organizations, but are not representing their Member
> Organization
>
> Second, there is confusion about the nature and scope of participation in
> CA/Browser Forum calls and F2Fs. This confusion roughly follows the
> examples illustrated above, but to more firmly document.
>   - WebTrust is administered by CPA Canada, and thus we'd expect CPA
> Canada employees and consultants to be able to participate (e.g. Don
> Sheehy, Gord Beal). However, the Task Force is made up of volunteers from
> auditing firms, and whether or not the recognition of AM also extends to
> those members and their employees. Jeff Ward, as Chair of the TF, while
> employed by BDO, has been a steady participant in Forum F2F, but whether
> this invitation extends to the entire TF, or their member organizations,
> was a point of confusion.
>   - ACAB-c is an organization made up of many European TSPs and CABs. Does
> recognition of ACAB-c as an Associate Member extend invitations to all of
> these organizations, and their employees, to also participate in the F2F
>   - ETSI, as a member organization, is made up of a large number of
> members. Does invitation only extend to those employeed directly by ETSI,
> or does it also include those who participate in or lead the various focus
> groups within ETSI?
>
> Note that there was a separate discussion on that second point related to
> Members (such as whether any employee of an organization can be in charge
> of voting or participate in Forum F2F, or whether there should be a notion
> of designated representatives), but that's not nearly as urgent or pressing
> as these above matters are.
>
> My hope is that through discussion in the Governance Reform WG and
> telecons, there can be a mutually agreed upon and documented understanding
> as to:
> - A common understanding of the 'complex' cases (the above may be woefully
> insufficient)
> - Who signs the IPR Agreements for these complex cases
> - What concerns, if any, exist with those guidelines by the member
> organizations (e.g. concerns of Proviti / US Government, or of ETSI and its
> members)
> - Agreement on the process and procedures for any exceptions that might be
> granted under the Bylaws Section 3.1, such as:
>   - The chair decides
>   - Assent on a meeting (F2F or telecon), the same as done for members
> that meet the requirements
>   - Full Forum votes
>
>
> Hopefully that accurately and appropriately captures the discussions to
> date, in order to frame possible work items.
>
> On Thu, Jun 14, 2018 at 11:46 AM, Ben Wilson <ben.wilson at digicert.com>
> wrote:
>
>> Group,
>>
>>
>>
>> An issue from the London face-to-face meeting resurfaced today on the
>> CABF call.  That is, who must sign the IPR agreement?  I believe that many
>> members of the CABF would like a recommendation from this working group.
>>
>>
>>
>> I think it has been pretty clear, at least in practice, that someone with
>> authority for an organization that is a member must sign the IPR
>> agreement.  For Interested Parties who are individuals, their signature on
>> the IPR Agreement is pretty straightforward.  But things get a little fuzzy
>> when we deal with other scenarios.  The most unclear situation is when we
>> are dealing with associations of other organizations and individuals – viz.
>> ETSI and WebTrust who send representatives to  our meetings.  Another
>> example is where an entity appoints another entity as its agent (recognized
>> representative) for discussions/votes.  For this latter situation, a side
>> issue is what should we require as evidence of the agency relationship.
>>
>>
>>
>> Cheers,
>>
>>
>>
>> Ben
>>
>
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