[cabfpub] Proposed Ballot [94} -- Adoption of CA/Browser Forum Bylaws

[kirk_hall at trendmicro.com]

Now that the draft Bylaws review period has passed, I am hereby proposing Ballot 94 - Adoption of CA/Browser Forum Bylaws - for a vote by the Members.  I attach v4 of the Bylaws dated today, 8 Nov. 2012 (the only substantive change from v3 is discussed in paragraph (3) below).

This is the last step in completing our Governance Reform process.  The Bylaws reflect the Trend Micro governance proposal, which was the final proposal chosen by Forum members, plus existing Forum governance rules.

This ballot has been endorsed by Go Daddy and Digicert.  Ben, can you officially repost this Ballot 94 with the usual language about start of review period, when the voting period starts and ends, Effective Date, etc.

A few comments:

(1) Most of these Bylaws simply represent a codification of existing Forum rules taken from our wiki.  Several people proposed really good edits to our existing rules - but if the edits were not part of the Trend Micro proposal, I have not included them.  However, new Ballots with edits to the Bylaws can be offered later if these Bylaws are adopted.

(2) Some have worried that the Bylaws might require an Observer like ETSI to sign the Forum's existing IPR Agreement - that's incorrect.  Sec. 2.1(c) only requires Members to sign the IPR Agreement (which all Members have done), but is silent as to Observers because the Trend Micro proposal didn't propose changes to Observers.  In other words, these Bylaws don't address Observer status at all, and so there are no changes as to current Observers or the requirements applicable to them (so ETSI can continue to participate on the same basis as at present).

I will be proposing some general rules for Observer status in a later Ballot amending the Bylaws if the Bylaws are adopted, and it's my intention to propose that standards bodies can participate by signing the current Memorandum of Understanding instead of the IPR Agreement if they want to.

(3) Finally, Gerv pointed out that Sec. 4.1 on Officers stated "The offices of Chair and Vice Chair may only be filled by Forum Members" and suggested it would be more accurate to say that only "Member representatives" (people, not entities) can serve as officers.  So to clarify, I changed that sentence to read: "The offices of Chair and Vice Chair may only be filled by Forum Member representatives."

Jeremy, Ben, Dean, and I plan to work up some draft amendments to these Bylaws to cover other issues not in the Trend Micro proposal, including the good ideas that were proposed already.  Anyone else want to work with us?

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


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