[cabf_governance] Ballot 206 and Official Version of the Bylaws

Dimitris Zacharopoulos jimmy at it.auth.gr
Tue Sep 4 10:36:01 MST 2018

On 4/9/2018 7:43 μμ, Ryan Sleevi wrote:
> On Tue, Sep 4, 2018 at 12:17 PM Dimitris Zacharopoulos 
> <jimmy at it.auth.gr <mailto:jimmy at it.auth.gr>> wrote:
>     On 4/9/2018 5:58 μμ, Ryan Sleevi wrote:
>>     Could you explain the problem you're trying to solve?
>     Not having all members sign a document for which they all agreed
>     and voted for. Just like we do with the Bylaws. It creates
>     administrative overhead (pinging representatives, sending
>     reminders) for a case where 100% of the previous times, members
>     agreed with the changes.
>>     Having an automatic implementation of IPR policy changes is a
>>     non-goal.
>     It is not an automatic implementation of IPR policy changes. All
>     members will be notified of the changes (that they have already
>     agreed and voted on) and if they still disagree, they have a
>     certain time to declare that. The result will be exactly as the
>     one we have in today's Bylaws (Members --> Associate Members and
>     Associate Members/Independent Parties --> Suspend).
>     Banks and other legal organizations for which there are contracts,
>     agreements and terms of use, have a process like this. I don't
>     think the IPR policy, as a legal document, is any different. Of
>     course, I could be wrong and I would like our legal experts to be
>     able to provide some insight about this.
> Again, as stated, this is explicitly been presented as a non-goal of 
> members. That is, any form of automatic IPR encumbrance, as proposed 
> here, is antagonistic towards and incompatible with continued 
> participation.
> I can understand why this might seem a performance optimization for 
> smaller CAs or organizations that don't generally pursue or possess 
> IP, but as we've seen, particularly among Certificate Consumers and 
> those CAs that are themselves held by larger organizations (due to the 
> inclusion of Affiliates), such a model is explicitly undesirable and 
> incompatible with participation.
> More importantly, the 'problem' being solved here (of needing to 
> re-agree to the IPR Agreement) is one that we should not, as a matter 
> of principle, undertake to go through frequently. We just spent two 
> years on reform in order to ensure that our processes and policies 
> provided the necessary separation of risk and responsibilities in 
> order to avoid such need, so I fail to see how this is a valuable or 
> useful problem to be solved.
> Do you believe there is a problem with the current IP policy that 
> needs to be resolved, and that would thus necessitate resigning the 
> agreement?

As I said in my first post, I just happened to re-read section 5.5 and 
in combination with other legal documents I went through, I thought it 
would be an improvement to the Bylaws. Again, let me repeat that I did 
not propose automatic IPR encumbrance but the same review as today. If 
90 days of review is what we consider reasonable, then change the 14 
days of my proposal to 90 days and you have the same "effective" result. 
Certificate Consumers will have the same time to review the new IPR 
Policy but instead of providing a "positive" response by re-signing the 
new IPR agreement (times all the Members, plus the administrative 
overhead), you will have a "negative" response by participants who 
oppose or have concerns with the new "voted" IPR Policy.

If the majority of Members don't find the process of re-signing a 
document upsetting, we can dismiss this conversation and keep it in the 
archives :) I would certainly like to hear at least some more members 
participating in this Working Group about their opinion on this.


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