[cabf_governance] Ballot 206 and Official Version of the Bylaws

Tim Hollebeek tim.hollebeek at digicert.com
Tue Sep 4 10:47:51 MST 2018

Ryan’s right.


I think the vast majority of lawyers are going to prefer to review a document and have to agree to it before it becomes binding, rather than agree that they will automatically accept all future changes unless they object within 14 days.




From: Govreform <govreform-bounces at cabforum.org> On Behalf Of Dimitris Zacharopoulos via Govreform
Sent: Tuesday, September 4, 2018 1:36 PM
To: Ryan Sleevi <sleevi at google.com>
Cc: CA/Browser Forum Governance WG List <govreform at cabforum.org>
Subject: Re: [cabf_governance] Ballot 206 and Official Version of the Bylaws



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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