[cabf_governance] Ballot 206 and Official Version of the Bylaws

Dimitris Zacharopoulos jimmy at it.auth.gr
Tue Sep 4 10:56:58 MST 2018

On 4/9/2018 8:47 μμ, Tim Hollebeek wrote:
> 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.

It would be 90 days :) but I see your point.


> -Tim
> *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.
> Thanks,
> Dimitris.

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