[cabfpub] FW: Trend Micro Proposed Bylaws for Review

Mon Nov 5 00:16:44 UTC 2012

Ben and all – Now that Carsten has indicated T-Systems has completed its legal review of the draft Bylaws, I’m going through all the suggested edits I have received.  I’ll post a new Bylaws version for final review, then we can proceed to a vote.

Ben, you made many useful editing suggestions in the some Bylaws sections that fall into three categories: (1) suggested changes to the Forum’s existing rules, (2) suggested changes to Trend Micro’s proposed new rules as presented in the Trend Micro governance proposal, and (3) some totally new provisions.

When I first prepared the draft Bylaws derived from Trend Micro’s governance proposal, I also wanted to include some additional provisions that I favored, such as rules on how ballots are presented and voted on, quorum rules, general rules for the admission of Observers, etc. – but it was pointed out to me that I shouldn’t add anything that was not previously included in the Trend Micro governance proposal and approved by the Forum members (otherwise members could say “No fair, I didn’t vote for that.”)  So I am holding my other ideas for later ballots if the Bylaws pass.

For this reason, Ben, I’m not going to include your suggestions is categories (1) and (3) above – changes to the Forum’s existing rules that were not in the Trend Micro governance proposal and totally new ideas.  But you should save your ideas and present them for discussion later if the Bylaws pass.  I’ll consider and incorporate many of your suggested edits in category (2).

Here are Ben’s suggested edits that I am deferring to a later presentation by Ben and subsequent discussion and ballot if the Bylaws pass:  Sec. 1.1, 2.1, 2.2, 3.2,

Here are Ben’s suggested edits that relate to the Trend Micro governance proposal (and don’t conflict with what was in the proposal or add a totally new idea):  Sec. 1.2, 1.3, 3.3, 4.1, 5.1, 6.2, 6.3, and Definitions.  I will incorporate some of these edits in the next draft, which I will post shortly

Thanks to everyone who has provided ideas.

Kirk

From: Ben Wilson [mailto:ben at digicert.com]
Sent: Tuesday, October 16, 2012 10:24 AM
To: Kirk Hall (RD-US); 'CABFPub'
Subject: RE: [cabfpub] Trend Micro Proposed Bylaws for Review

Kirk and all,
I took the liberty of making a few changes that I think will help move us forward.
Ben

From: public-bounces at cabforum.org [mailto:public-bounces at cabforum.org] On Behalf Of kirk_hall at trendmicro.com
Sent: Monday, October 15, 2012 7:28 PM
To: CABFPub (public at cabforum.org)
Subject: [cabfpub] Trend Micro Proposed Bylaws for Review

When the Forum started its governance reform discussion, it adopted a procedure for how any new governance structure would be adopted.  Here is the relevant portion of Ballot 85:

“A final ballot will be offered to select between the two remaining proposals, by the following voting process:
• A seven (7) day review period, followed by a seven (7) day voting period.
• Votes will be tallied and the proposal receiving a simple majority of votes in favor will be deemed the governance policy that the Forum will pursue.
• A period of undefined duration during which the author of the successful proposal shall refine the proposal in order to ensure its completeness, while keeping within the spirit of the proposal that he or she posted to http://www.cabforum.org.”

Trend Micro attaches for your review and comment the following three documents:

1.            Proposed CA-Browser Forum Bylaws (v1) 15 Oct 2012

2.            Existing CABF Rules Incorporated in Draft Bylaws (15 Oct 2012)

3.            Trend Micro Governance Proposal for the CA/Browser Forum (v3 – June 27, 2012) – this was the governance proposal adopted by Forum members in Ballot 90.

You will see that various Bylaws provisions have references in their titles to existing Forum rules from which they were adopted.  To compare the existing rules to the proposed new language, look at the text in the second document, Existing CABF Rules Incorporated in Draft Bylaws.  (We believe it will be useful for the Forum to have its basic governance rules all in one place.)

Other provisions of the draft Bylaws are consistent with the third document, Trend Micro Governance Proposal, and the responses Trend Micro provided over many weeks in response to specific questions about the Proposal.

We invite comments on these draft Bylaws from Forum Members and from the public.  Once it appears that discussion is complete, Trend Micro will make its final edits, and will then post a “final” version of the Bylaws for a subsequent Ballot for adoption according to our current voting rules.  If the Ballot for adoption succeeds, the Bylaws will be the Forum’s new governance structure; if the Ballot fails, the Forum will continue with its existing governance structure and rules.

Kirk R. Hall
Operations Director, Trust Services
Trend Micro
+1.503.243.5405

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