[cabf_governance] Bylaws WG Charter

Ben Wilson ben.wilson at digicert.com
Fri Sep 14 10:54:42 MST 2018

I’m fine letting the GovReform WG die, but aren’t bylaws proposals a natural part of the Forum?  If there is a fear of new proposals, doesn’t that exist without the WG?  If there is a need to abolish the WG, I’m sure the WG termination could be done without pre-setting particular criteria.  


So, in the end, there might be a need to address things on an ad hoc basis, which we can certainly do without a WG, but it’s just going to be a lot more cumbersome when bylaws issues arise.


From: Ryan Sleevi <sleevi at google.com> 
Sent: Friday, September 14, 2018 11:34 AM
To: Ben Wilson <ben.wilson at digicert.com>
Cc: CA/Browser Forum Governance WG List <govreform at cabforum.org>
Subject: Re: [cabf_governance] Bylaws WG Charter


As a scoping mechanism, do you have a concrete set of concerns that could be identified and scoped, and the evaluation of continuation of a CWG be based on whether to recharter or shutter?


This seems very unlike the FIWG, in that there's risk - to all members - by an unbounded set of proposed changes to the bylaws. It seems this is something we want very concrete problem statements as it applies to the Forum, as a number of the issues we've been discussing are applicable not at the Forum level, but resulting from the SCWG charter situation.


On Fri, Sep 14, 2018 at 1:28 PM Ben Wilson <ben.wilson at digicert.com <mailto:ben.wilson at digicert.com> > wrote:

Yes – all real voting would happen at the Forum level.


The purpose is that we don’t have any other good structure recognized in the bylaws for this type of side activity.  That’s why we created the Infrastructure Working Group, upon which this ballot was based. 


From: Ryan Sleevi <sleevi at google.com <mailto:sleevi at google.com> > 
Sent: Friday, September 14, 2018 11:26 AM
To: Ben Wilson <ben.wilson at digicert.com <mailto:ben.wilson at digicert.com> >; CA/Browser Forum Governance WG List <govreform at cabforum.org <mailto:govreform at cabforum.org> >
Subject: Re: [cabf_governance] Bylaws WG Charter



On Fri, Sep 14, 2018 at 12:46 PM Ben Wilson via Govreform <govreform at cabforum.org <mailto:govreform at cabforum.org> > wrote:

See the proposal below:


Ballot FORUM-__: Establish Bylaws Working Group


Purpose of Ballot

The CA/Browser Forum is engaged in an ongoing process to update and revise its bylaws.  This work is expected to continue indefinitely as a necessary aspect of any living organization.  This ballot would establish a working group chartered to help ensure that the Bylaws continue to meet the needs of the Forum, its Members, and Interested Parties. 


The following motion has been proposed by Ben Wilson of DigiCert and endorsed by _____  of _____ and _____ of  ______.




Establish Bylaws Working Group


Upon approval of the CAB Forum by ballot in accordance with section 5.3 of the Bylaws, the Bylaws Working Group (“BWG”) is created to perform the activities as specified in this Charter, subject to the terms and conditions of the CA/Browser Forum Bylaws and Intellectual Property Rights (IPR) Policy, as such documents may change from time to time. The definitions found in the Forum’s Bylaws shall apply to capitalized terms in this Charter.



The authorized scope of the Bylaws Working Group shall be to draft, discuss, evaluate, recommend and present—to the Forum at large—proposals and ballots to amend to the Bylaws.


Out of Scope

The following items are considered out of scope for the Working Group under this charter:

*	The BWG shall not create Final Guidelines or Final Maintenance Guidelines as defined in the Bylaws and IPR Policy.
*	The BWG shall not impose other requirements upon the rest of the Forum.


Anticipated End Date

Given that a current and well-worded set of bylaws is vital to any active organization,  the BWG is chartered without a specific end date. However, the BWG may be dissolved at any time through a Forum ballot, as specified in the Bylaws, section 5.3.2c.


Personnel and Participation

Initial Chairs and Contacts         

The proposer of the ballot, Ben Wilson, will act as chair of the BWG until the first Working Group Teleconference, at which time the group will select a chair and vice-chair either through election or acclamation of those present. The chair and vice-chair will serve two-year terms, the first of which will start upon their election and run through 31 October 2020.


Members Eligible to Participate

The BWG welcomes the participation of any Member organization of the Forum Plenary interested in this work, and also invites Interested Parties and Associate Members as defined in the Bylaws to participate in its meetings and work.  Membership or participation in the BWG does not alone qualify a participant for Forum membership.


Membership Declaration

Member organizations of the Forum that choose to participate in the BWG may declare their participation and must do so prior to participating, in accordance with the IPR agreements of the Forum. The Chair of the BWG shall establish a list for declarations of participation and manage it in accordance with the Bylaws and the IPR requirements documents.


Voting and Voting Structure

Voting shall not be conducted pursuant to Section 2.3 of the Bylaws, but shall be informal with a desire that they be consensus-based. Where broad consensus cannot be reached, then recommendations to the Forum at large shall be made by simple majority and voting shall be egalitarian based on voting membership in the Forum, and all Members shall vote together as a single class, with one vote granted to each Member organization. Decisions of the BWG shall be adopted if the number of votes cast meets Quorum, and the number of votes in favor exceeds 50% of the votes cast. Quorum is defined as the larger of 3 or the average number of Member organizations that have participated in the last three BWG Meetings or Teleconferences (not counting subcommittee meetings thereof). For transition purposes, if three meetings have not yet occurred, quorum is three (3).


Just to make sure I understand the proposed scope - it's the formation of a WG that uses egalitarian/consensus voting to propose ballots to the Forum at large, which will then need to re-propose and re-endorse these ballots, to then vote according to the Bylaws process.


Is that correct?


What's the objective of establishing a WG for this as opposed to keeping it on the Forum calls? 

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