[cabf_governance] Ballot 206 and Official Version of the Bylaws

[Ryan Sleevi]

I don't think you'll find the apples:apples comparison here, because the IP
encumbrances are going to vary holistically based on the process and
participatory model, the stages for exclusions, the means in which those
changes are ratified, and the overall goals for the relative documents -
not to mention whether or not the obligation is to the SDO or to other
members.

Suffice to say, any changes on IP obligations - whether it is, in the case
of CA/Browser Forum, the participation in (and the establishment of) a WG,
or something like IETF, where it is making Contributions relative to a
given document, or the W3C, joining a WG - undergo profound and significant
scrutiny and evaluation. Different organizations deal with these safeguards
in different ways - for example, lawyers reviewing every contribution to
the IETF (if they even permit them) - or things such as structured document
checkpoints and calls for exclusions.

The ability of the Forum to function today as productively as it does -
despite its glacial pace - is in many ways a testament to the strength of
both the policies and, historically speaking, the scope, of the Forum. The
advantages of the existing positive acknowledgement far outweigh the
perceived costs - which appears to be, based on this thread, one of IP
policies being special compared to other votes, as well as the
organizational hassle of cat-herding. For members, however, the costs to
change to an ongoing obligation by no means reduces the amount of legal
review necessary, and merely adds to the risk that any organizational
process failure can expose substantial IP risk. That exposure to risk
dilutes the value of the Forum, and of participating, and that's why it's
not worth even contemplating the change.

On Tue, Sep 4, 2018 at 7:25 PM Kirk Hall via Govreform <
govreform at cabforum.org> wrote:

> Dimitris and others – do we know what existing groups like W3C, IETF, etc.
> do in this point?  Do they allow an open and participatory process for
> making changes to their IPR agreement, followed by automatic implementation
> (unless a member resigns)?  Or do they require everyone in the organization
> to have to re-sign the new agreement by positive act?
>
>
>
> *From:* Govreform [mailto:govreform-bounces at cabforum.org] *On Behalf Of *Dimitris
> via Govreform
> *Sent:* Tuesday, September 4, 2018 2:54 PM
> *To:* Virginia Fournier <vfournier at apple.com>
> *Cc:* CA/Browser Forum Governance WG List <govreform at cabforum.org>
> *Subject:* [EXTERNAL]Re: [cabf_governance] Ballot 206 and Official
> Version of the Bylaws
>
>
>
> IPR policy changes by ballot, following the rules set forth in the Bylaws.
> It is not "a couple of people making changes". Once the ballot is approved,
> members have 90 days to sign the updated IPR. Until today, no member has
> objected to signing the updated IPR.
>
> It seems you misunderstood my intention and proposal which was aimed to
> produce the same result but with less administrative overhead. That is,
> members would still have 90 days to review and oppose to it.
>
>
> Best Regards,
>
> Dimitris.
>
> -----Original Message-----
> From: Virginia Fournier <vfournier at apple.com>
> To: Dimitris Zacharopoulos <jimmy at it.auth.gr>
> Cc: Ben Wilson <ben.wilson at digicert.com>, CA/Browser Forum Governance WG
> List <govreform at cabforum.org>
> Sent: Wed, 05 Sep 2018 0:38
> Subject: Re: [cabf_governance] Ballot 206 and Official Version of the
> Bylaws
>
> I don’t know where this “automatic encumbrance” notion came from, but I
> don’t remember anyone formally  proposing it, or the Forum voting on it.
> Apple certainly would NOT have approved it.  The reason re-signing the IPR
> Agreement when it is modified is to make sure everyone agrees with the
> changes, and we don’t have a couple of people make changes to the IPR
> policy that are unacceptable to the majority, but accepted by “default."
>
>
>
> Best regards,
>
>
>
> Virginia Fournier
>
> Senior Standards Counsel
>
>  Apple Inc.
>
> ☏ 669-227-9595
>
> ✉︎ vmf at apple.com
>
>
>
>
>
>
>
> On Sep 4, 2018, at 5:14 AM, Dimitris Zacharopoulos <jimmy at it.auth.gr>
> wrote:
>
>
>
>
> I just happened to review some legal documents related to Subscriber
> Agreements and while I was reading section 5.5 about IPR policies and the
> need to re-sign in case of amendments, I believe there must be a better way
> to handle modifications than the current practice.
>
> Here is a sample language that could be incorporated in section 5.5 of the
> Bylaws or in a new section.
>
> --- BEGIN ---
>
> Modifications to IPR Policy
>
> The Forum may revise the IPR Policy from time to time. Any such change
> shall be notified to the Members, Associate Members and Interested Parties
> by any convenient way and in any case, shall be binding and effective fourteen
> (14) days after publication of the changes in the IPR Policy, or upon
> notification to the Members, Associate Members and Interested Parties by
> e-mail. If the Members, Associate Members and Interested Parties do not
> raise concerns or oppose to the provisions of the updated IPR Policy within
>  fourteen (14) days after publication of the new IPR Policy, the Forum
> will treat such use by the Member, Associate Member or Interested Party as
> acceptance of the updated IPR Policy.
>
> If a Member raises concerns or opposes to the provisions of the new IPR
> Policy within the fourteen (14) days period, then the Member’s  Forum
> membership shall default to an Associate Membership until the new IPR
> agreement is explicitly signed and returned by the Member.
>
> If an Associate Member or Interested Party raises concerns or opposes to
> the provisions of the new IPR Policy within the fourteen (14) days period,
> then its participation in Forum calls, meetings, activities, and events
> shall be suspended until the agreement is explicitly signed and returned.
>
> --- END ---
>
> Some of this language could be made more explicit, for example the form of
> notification to Members, Associate Members and Interested Parties. Would an
> e-mail to the management list suffice? Perhaps a personal e-mail from the
> Forum Chair to each participant would be a better solution.
>
> The current Bylaws have a 90-day window for Participants to sign and
> return the update IPR Policies. If this is the agreed "reasonable" time to
> review amendments to an existing document, then we should change the 14
> days to 90.
>
> Of course, the language needs to be reviewed and tweaked by legal folks
> but we should be able to come up with the proper words to avoid the
> re-signing part. Of course each Member will still have time to review and
> raise concerns or objections to any updates.
>
> Thoughts?
> Dimitris.
>
>
>
> On 4/9/2018 7:39 πμ, Ben Wilson via Govreform wrote:
>
> Here is the redlined differences between the attachment to Ballot 206 and
> the 4APR18 version on the website.
>
>
>
> *From:* Govreform <govreform-bounces at cabforum.org>
> <govreform-bounces at cabforum.org> *On Behalf Of *Ben Wilson via Govreform
> *Sent:* Monday, September 3, 2018 4:33 PM
> *To:* CA/Browser Forum Governance WG List <govreform at cabforum.org>
> <govreform at cabforum.org>; Virginia Fournier<vfournier at apple.com>
> <vfournier at apple.com>
> *Subject:* Re: [cabf_governance] Ballot 206 and Official Version of the
> Bylaws
>
>
>
> I'm away from my laptop until later tonight.  I'll send it then.
> ------------------------------
>
> *From:* vfournier at apple.com <vfournier at apple.com> on behalf of Virginia
> Fournier <vfournier at apple.com>
> *Sent:* Monday, September 3, 2018 12:04:37 PM
> *To:* Ben Wilson; CA/Browser Forum Governance WG List
> *Subject:* Re: [cabf_governance] Ballot 206 and Official Version of the
> Bylaws
>
>
>
> Hi Ben,
>
>
>
> I’d like to see what those changes are before making a choice.  I remember
> having to create a version 1.8 of the Bylaws before I could create a
> version 1.9, so I’m not sure what would be missing.  Thanks.
>
>
>
>
>
> Best regards,
>
>
>
> Virginia Fournier
>
> Senior Standards Counsel
>
>  Apple Inc.
>
> ☏ 669-227-9595
>
> ✉︎ vmf at apple.com
>
>
>
>
>
>
>
> On Sep 1, 2018, at 7:56 PM, Ben Wilson via Govreform <
> govreform at cabforum.org> wrote:
>
>
>
> Gov Reform WG,
>
>
>
> Today I was going through the Bylaws on GitHub to update them from version
> 1.7 to version 1.9 (to match changes by Ballot 216 (v.1.8) and Ballot 206
> (v.1.9).  As Wayne mentioned during the Validation WG call, Ballot 206
> inadvertently removed some changes made by Ballot 216.  We’ll have to
> figure out how to remedy this, but most likely with a ballot.
>
>
>
> Also during this process, I think I noticed discrepancies between what was
> on GitHub and what we have on the website.  For instance, the version on
> the website uses the term “CWG” but the one on GitHub uses “Working
> Group”.  Also, I think that some of the changes made in section 2.3(c),
> 2.4(b) and 2.4(c) by Ballot 216 are preserved in the GitHub version, but
> removed in the website version.
>
>
>
> I’ve reviewed the different versions of the Bylaws v. 20Feb2018, v.
> 20MAR18, and 4APR18, and it appears that the changes happened in between
> the 20-Feb version and the 4-Apr version.
>
>
>
> Here are some solutions to the inconsistencies:
>
>
>
> 1 - just update GitHub with the April 4th version, which we’ve all been
> using and which is the one on the Website.
>
> 2 - use the current GitHub version (which is based on the March 20
> version), and revert the CABF Website version 1.9 to what was in the March
> 20th version (and then have a ballot that bring is up to the April 4
> version).
>
>
>
> Under either approach, there are other changes that we’d need to do to fix
> some of the missing Ballot 216 language and re-insert it.  And there are a
> few other changes we could make with a ballot, like a few cross references
> that need to be fixed and a replacement of the ETSI audit reference with
> “ETSI EN 319 401”.
>
>
>
> Thoughts?
>
>
>
> Thanks,
>
>
>
> Ben
>
>
>
> _______________________________________________
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> Govreform at cabforum.org
> https://cabforum.org/mailman/listinfo/govreform
>
>
>
>
>
>
> _______________________________________________
>
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>
> Govreform at cabforum.org
>
> https://cabforum.org/mailman/listinfo/govreform
>
>
>
>
> _______________________________________________
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> Govreform at cabforum.org
> https://cabforum.org/mailman/listinfo/govreform
>
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