[cabf_governance] Ballot 206 and Official Version of the Bylaws

Tue Sep 4 23:36:00 MST 2018

It sounds like we're in agreement that the best time to have any further
discussion is when we're updating the IPR policy, which hopefully will not
be anytime soon.

You're correct that it prevents small changes. In general, that's a
feature, not a bug, as the Forum has consistently demonstrated that small
changes often (a) have profoundly large impact and (b) are the result of
rushing without adequate review. Since the former is quite problematic for
the IP policy in particular, and the latter is something at odds with the
proposed deliberate and careful review, it sounds like the advantages to
such a discussion mostly boil down to a question of administrative overhead.

Luckily, the Forum has just established the FIWG, and if there are tools
that can be recommended to help reduce that administrative overhead, that
indeed seems like a net-positive. Further, given the separation of duties
now between the SCWG and the Forum Chair, one can hope that we might see
separation of responsibilities, where such administrative burden comes
along with the expectations of stepping into a leadership role of the Forum.

Both of these solutions offer much less risk to members, but we can surely
revisit all of these points if and when there is a change to the IP policy,
and we can re-raise the same objections to any automatic implementation :)

On Tue, Sep 4, 2018 at 8:57 PM Kirk Hall via Govreform <
govreform at cabforum.org> wrote:

> Tim and all – I understand and share your concern that a radical overhaul
> of any IPR Agreement should probably require actual, positive re-signing of
> the updated agreement in order to be binding on a Member – it’s too
> important just to automatically become effective for members if they fail
> to review and object (and withdraw) within 90 days.
>
>
>
> Of course, the changes can be subject to a very, very long prior review
> period among members and their counsel – we could require that for IPR
> Agreement changes – so all legal counsel could have a very long time to
> review (maybe even longer than the 90 days we gave for Members to review
> and re-sign the IPR Agreement v1.3 this last time).  That would
> functionally be similar to what we have today in allowing legal departments
> to review and decide before changes become effective on their company.
>
>
>
> Where this is frustrating is, the need for each and every member to
> re-sign and return any updated IPR Agreement is (a) a lot of administrative
> work, but more important (b) prevents us from making small changes because
> it’s such a big deal.  I know there were some things in v1.2 of our IPR
> Agreement that really needed editing (I can’t remember them now) and would
> likely not have upset many legal departments, but no one wanted to bother
> given how hard it is to get new signatures from everyone.
>
>
>
> So the next time we have to modify our IPR Agreement, perhaps we consider
> how we could include an auto-adoption provision.  Maybe require approval of
> the changes in a Ballot by 90% of both CAs and browsers, with a
> super-quorum requirement (e.g., 150% of the regular quorum number for
> ballots)?  Otherwise, any changes must be approved by ballot in the normal
> way, and must be signed by everyone.  If we go to a super-majority and
> super-quorum, we actually require a larger number of CAs and browsers to
> positively approve the changes, then they have the 90 day opt out period if
> they don’t agree.
>
>
>
> Let’s consider something next time we have to modify the IPRA.
>
>
>
> *From:* Tim Hollebeek [mailto:tim.hollebeek at digicert.com]
> *Sent:* Tuesday, September 4, 2018 5:06 PM
> *To:* Virginia Fournier <vfournier at apple.com>; CA/Browser Forum
> Governance WG List <govreform at cabforum.org>; Kirk Hall <
> Kirk.Hall at entrustdatacard.com>
> *Subject:* [EXTERNAL]RE: [cabf_governance] Ballot 206 and Official
> Version of the Bylaws
>
>
>
> I’m pretty sure that all the lawyers on this list will agree that anything
> I vote in favor of is reasonable, and they can save lots of time by just
> signing an agreement that they agree to whatever I say.
>
>
>
> Lawyers are very busy people, and I’m happy to make them more productive.
>
>
>
> -Tim
>
>
>
> *From:* Govreform <govreform-bounces at cabforum.org> *On Behalf Of *Virginia
> Fournier via Govreform
> *Sent:* Tuesday, September 4, 2018 7:37 PM
> *To:* Kirk Hall <Kirk.Hall at entrustdatacard.com>
> *Cc:* CA/Browser Forum Governance WG List <govreform at cabforum.org>
> *Subject:* Re: [cabf_governance] Ballot 206 and Official Version of the
> Bylaws
>
>
>
> There are a few with the automatic implementation/withdrawal model.
> However, there seem to be more with the approve/implement model.
>
>
>
> Best regards,
>
>
>
> Virginia Fournier
>
> Senior Standards Counsel
>
>  Apple Inc.
>
> ☏ 669-227-9595
>
> ✉︎ vmf at apple.com
>
>
>
>
>
>
>
> On Sep 4, 2018, at 5:25 PM, Kirk Hall <Kirk.Hall at entrustdatacard.com>
> 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
> <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
>
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>
>
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