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

Thu Nov 22 21:42:00 UTC 2012

Opera Software ASA votes Yes.

On Fri, 09 Nov 2012 20:42:02 +0100, Ben Wilson <ben at digicert.com> wrote:

> Ballot 94 - Adoption of CA/Browser Forum Bylaws
>
> Kirk Hall made the following motion and it was endorsed by Wayne Thayer  
> and
> Jeremy Rowley.
>
> --Motion Begins--
>
> A. Be it resolved that the CA / Browser Forum adopts the following set of
> Bylaws.
>
> --Bylaws Begin--
>
> Proposed CA-Browser Forum Bylaws_(v4) Trend Micro 8 Nov 2012.doc (on  
> wiki)
>
> Proposed CA-Browser Forum Bylaws_(v4) Trend Micro 8 Nov 2012.pdf (on  
> wiki)
>
>
> BYLAWS OF THE CA/BROWSER FORUM
>
> Adopted effective as of [Date]
>
> 1. CA/BROWSER FORUM - PURPOSE, STATUS, AND ANTITRUST LAWS
>
> 1.1 Purpose of the Forum:
>
> The Certification Authority Browser Forum (CA/Browser Forum) is a  
> voluntary
> gathering of leading certification authorities (CAs) and vendors of  
> Internet
> browser software and other applications.
>
> Members of the CA/Browser Forum have worked closely together in defining  
> the
> guidelines and means of implementation for best practices as a way of
> providing a heightened security for Internet transactions and creating a
> more intuitive method of displaying secure sites to Internet users.
>
> 1.2 Status of the Forum and Forum Activities
>
> The Forum has no corporate or association status, but is simply a group  
> of
> CAs and browsers which communicates or meets from time to time to discuss
> matters of common interest relevant to the Forum's purpose. The Forum  
> has no
> regulatory or industry powers over its members or others. Other than  
> those
> rights and responsibilities found in the Forum's Intellectual Property
> Rights Policy (IPR), Forum "membership" or other participation status  
> does
> not convey any legal status or rights, but is intended simply as a guide  
> to
> the levels of participation in Forum activities.
>
> 1.3 Intellectual Property Rights Policy; Antitrust Laws and Regulations;
> Goal; Conduct
>
> Forum Members and Interested Parties must comply with the then-current  
> IPR
> policy and all applicable antitrust laws and regulations during their  
> Forum
> activities.
>
> The historic goal of Forum activities (including development of proposed
> requirements and guidelines and voting on all matters) has been to seek
> substantial consensus among Forum Members before proceeding or adopting
> final work product, and this goal will remain for the future. Members  
> shall
> not use their participation in the Forum either to promote their own
> products and offerings or to restrict or impede the products and  
> offerings
> of other Members.
>
> The Chair will read an antitrust compliance statement at the start of all
> Forum Meetings (and on other occasions, as the Chair deems necessary) in
> substantially the following form:
>
> "As you know, this meeting includes companies that compete against one
> another. This meeting is intended to discuss technical standards related  
> to
> the provision of existing and new types of digital certificates without
> restricting competition in developing and marketing such certificates.  
> This
> meeting is not intended to share competitively-sensitive information  
> among
> competitors, and therefore all participants agree not to discuss or  
> exchange
> information related to:
>
> (a) Pricing policies, pricing formulas, prices or other terms of sale;
>
> (b) Costs, cost structures, profit margins,
>
> (c) Pending or planned service offerings,
>
> (d) Customers, business, or marketing plans; or
>
> (e) The allocation of customers, territories, or products in any way."
>
> 2. FORUM MEMBERSHIP AND VOTING
>
> 2.1 Qualifying for Forum Membership
>
> (a) CA/Browser Forum members shall meet at least one of the following
> criteria.
>
> (1) Issuing CA: The member organization operates a certification  
> authority
> that has a current and successful WebTrust for CAs audit, or ETSI 102042  
> or
> ETSI 101456 audit report prepared by a properly-qualified auditor, and  
> that
> actively issues certificates to Web servers that are openly accessible  
> from
> the Internet using any one of the mainstream browsers.
>
> (2) Root CA: The member organization operates a certification authority  
> that
> has a current and successful WebTrust for CAs, or ETSI 102042 or ETSI  
> 101456
> audit report prepared by a properly-qualified auditor, and that actively
> issues certificates to subordinate CAs that, in turn, actively issue
> certificates to Web servers that are openly accessible from the Internet
> using any one of the mainstream browsers.
>
> (3) Browser: The member organization produces a software product intended
> for use by the general public for browsing the Web securely.
>
> (b) Applicants should supply the following information:
>
> (1) Confirmation that the applicant satisfies at least one of the  
> membership
> criteria (and if it satisfies more than one, indication of the single
> category under which the applicant wishes to apply).
>
> (2) URL of the current qualifying performance audit report.
>
> (3) The organization name, as you wish it to appear on the Forum Web site
> and in official Forum documents.
>
> (4) URL of the applicant's main Web site.
>
> (5) Names and email addresses of employees who will participate in the  
> Forum
> mail list.
>
> (6) Emergency contact information for security issues related to  
> certificate
> trust.
>
> (c) An Applicant shall become a Member once the Forum has determined by  
> vote
> that the Applicant meets all of the requirements of subsection (a). A  
> vote
> of Members shall be held as soon as the Applicant indicates that it has
> presented all information required under subsection (b) and has  
> responded to
> all follow-up questions from the Forum and the Member has complied with  
> the
> requirements of Section 5.5.
>
> 2.2 Ballots Among Forum Members
>
> Ballots will be conducted in accordance with the following rules.
>
> (a) Only votes by Members shall be accepted.
>
> (b) Only one vote per Member company shall be accepted; representatives  
> of
> corporate affiliates shall not vote.
>
> (c) A representative of any Member can call for a proposed ballot to be
> published for review and comment by the membership. Any proposed ballot
> needs two endorsements by other Members in order to proceed. The review
> period then shall take place for at least seven calendar-days before  
> votes
> are cast.
>
> (d) The CA/Browser Forum shall provide seven calendar-days for voting,  
> with
> the deadline clearly communicated via the members' electronic mailing  
> list.
> All voting will take place online via the members' electronic mailing  
> list.
>
> (e) Only votes that indicate a clear 'yes' or 'no' response to the ballot
> question shall be considered (i.e. votes to abstain and votes that do not
> indicate a clear 'yes' or 'no' response will not figure in the  
> calculation
> of item 6, below).
>
> (f) Members fall into two categories: CAs (comprising issuing CAs and  
> root
> CAs, as defined in the membership criteria) and product suppliers (as
> defined in the membership criteria). In order for the motion to be  
> adopted
> by the Forum, two-thirds or more of the votes cast by the Members in the  
> CA
> category must be in favor of the motion, and at least 50% plus one of the
> votes cast by the members in the browser category must be in favor of the
> motion At least one CA Member and one browser Member must vote in favor  
> of a
> ballot for the ballot to be adopted.
>
> (g) A ballot result will be considered valid only when more than half of  
> the
> number of currently active members has participated. The number of  
> currently
> active members is the average number of member organizations that have
> participated in the previous three meetings (both teleconferences and
> face-to-face meetings).
>
> (h) The CA/Browser Forum will tabulate and announce the results within  
> one
> calendar-day of the close of the voting period.
>
> 3. OTHER FORUM PARTICIPATION
>
> 3.1 Interested Parties
>
> Any person or entity that wishes to participate in the Forum as an
> Interested Party may do so by completing an enrollment form and
> Participation Agreement (completed and submitted manually or online)
> including name, affiliation (optional), and contact information, and by
> agreeing to the IPR Agreement attached as Exhibit B (indicating  
> agreement by
> manual signing or a click-through agreement).
>
> Interested Parties may participate in Forum activities in the following
> ways:
>
> (a) By becoming involved in Working Groups,
>
> (b) By posting to the Public Mail List, and
>
> (c) By participating in those portions of Forum Teleconferences and Forum
> Meetings to which they are invited by the Forum Chair relating to their
> areas of special expertise or the subject of their Working Group
> participation.
>
> Interested Parties are required to comply with the provisions of the
> Participation Agreement and these Bylaws. Interested Parties may lose  
> their
> status as Interested Parties by vote of the Members, in the Members' sole
> discretion.
>
> 3.2 Other Parties
>
> The public may follow the Forum's activities by reading all postings on  
> the
> Public Mail List and the Public Web Site. Questions or comments to the  
> Forum
> may be sent to Questions Mail List.
>
> 4. OFFICERS AND FINANCES
>
> 4.1 Officers
>
> The Forum will elect a Chair and Vice Chair, each to serve for a two-year
> term. The Vice Chair has the authority of the Chair in the event of any
> absence or unavailability of the Chair, and in such circumstances, any  
> duty
> delegated to the Chair herein may be performed by the Vice Chair. For
> example, the Vice Chair will preside at Forum Meetings and Forum
> Teleconferences in the Chair's absence. The offices of Chair and Vice  
> Chair
> may only be filled by Forum Member representatives.
>
> No person may serve as Chair for more than a two-year period or be  
> elected
> to Vice Chair upon expiration or termination of the person's service as
> Chair, but a person is eligible to be elected as Chair again after having
> vacated the position as Chair for at least two years.
>
> Upon expiration or early termination of the current Chair's term, the  
> Vice
> Chair will automatically be nominated to become the next Chair, but  
> Members
> may nominate themselves or others to be additional candidates as Chair.  
> Upon
> close of nominations a ballot will be held in the regular manner to elect
> the new Chair. If the election of a new Chair means the office of Vice  
> Chair
> becomes vacant, the Members may nominate themselves or other candidates  
> to
> the office of Vice Chair, and a ballot will be held in the regular  
> manner to
> elect the new Vice Chair.
>
> The Chair and Vice Chair shall exercise their functions in a fair and
> neutral manner, allowing all Members equal treatment for their comments  
> and
> proposals, and shall not favor one side over another in any matter  
> (except
> that the Chair and Vice Chair may indicate their own position during
> discussion and voting on the matter). The Chair and Vice Chair shall  
> have no
> personal liability for any activities of the Forum or its Members or
> Interested Parties.
>
> The Chair or the Vice Chair may sign correspondence, applications, forms,
> Letters of Intent, and Memoranda of Understanding relating to projects  
> with
> standards bodies, industry groups, and other third parties, but shall  
> have
> no personal liability therefor.
>
> 4.2 Finances
>
> Because the Forum has no corporate status, it will not maintain funds or
> banking accounts. The costs of operating Forum websites or mailing lists
> will be covered by voluntary contribution from Forum Members (who may  
> seek
> voluntary contributions from other Members to help defray such costs).  
> Forum
> Members may propose other group activities which they propose to sponsor
> (e.g., research projects, etc.) which require funding and may seek  
> voluntary
> contributions from other Members for such activities.
>
> Forum Meetings may be held from time to time upon the voluntary  
> sponsorship
> of one or more Forum members. The sponsor of a Forum Meeting may suggest  
> a
> fixed cost per meeting participant as reimbursement to the sponsor to  
> cover
> (a) the cost of meeting rooms and refreshments, and (b) the cost of any
> meeting dinner or other group activity. Sponsors will be encouraged to
> announce any suggested per-participant fixed cost reimbursement amount in
> advance of the Forum Meeting for participant planning purposes, and will
> provide a statement or invoice to each participant upon request after the
> Forum Meeting for submission to the participant's accounting department.  
> All
> per-participant reimbursements shall be paid directly to the sponsor.
>
> Interested Parties will not be required to pay anything for their
> participation in Forum activities, but must cover their own expenses for
> participation in any Working Group meetings.
>
> 5. FORUM ACTIVITIES
>
> 5.1 Member Mail List and Member Web Site
>
> The Forum shall maintain a Member Mail List and Member Web Site that are  
> not
> accessible by the public. The following matters may be posted to the  
> Member
> Mail List and Member Web Site:
>
> (a) Draft minutes of Forum meetings (both virtual and in-person, and
> including any sub-groups or committees) will be posted to the Member Mail
> List to allow Members to make sure they are being correctly reported.
>
> Minutes will be considered Final when approved at a subsequent Forum  
> Meeting
> or Forum Teleconference, or after 2 weeks have elapsed since publication  
> of
> the draft if no Forum Meeting or Forum Teleconference is imminent. Final
> minutes will then be posted to the Public Mail List and Public Web Site.  
> The
> Chair will, upon request, make redactions of any part of the public copy  
> of
> the minutes identified as private or sensitive by either the information
> discloser or a member mentioned or affiliated with the subject of the
> information.
>
> (b) Messages formally announcing ballots or ballot outcomes, including  
> vote
> and quorum counts, will be posted to the Public Mail List. However,  
> ballots
> and the listing of final votes by each Member will only be posted to the
> Member Mail List and Member Web Site.
>
> (c) Nominations for officer positions, Forum Meeting and Forum
> Teleconference scheduling issues, and discussion of Forum financial  
> issues.
>
> (d) Security incidents if, in the opinion of the Members, discussion on  
> the
> Public Mail List could reasonably be detrimental to the implementation of
> security measures by Members.
>
> (e) Proposed responses to questions sent to the Questions Mail List.
>
> (f) Matters which, in the opinion of the Members, require  
> confidentiality.
>
> Members have discretion about which mailing list they use, but are  
> strongly
> encouraged to use the Public Mail List for matters other than those  
> listed
> above.
>
> Members are strongly discouraged from posting the text of Member Mail  
> List
> messages to the Public Mail List without the permission of the author or
> commenter.
>
> 5.2 Public Mail List and Public Web Site
>
> The Chair shall appoint a List Manager who shall maintain a Public Mail
> List. Forum Members and Interested Parties may post to the Public Mail  
> List
> in compliance with these Bylaws. Anyone else is allowed to subscribe to  
> and
> receive messages posted to the Public Mail List, which may be crawled and
> indexed by Internet search engines.
>
> The Chair shall appoint a Webmaster. The Webmaster shall post  
> instructions
> on the Public Web Site for subscribing to the Public Mail List.
>
> The following materials shall be posted to the Public Mail List or Public
> Web Site:
>
> (a) Draft and final agendas for Working Group meetings, Forum Meetings  
> and
> Forum Teleconferences (including any sub-groups or committees).
>
> (b) Final minutes of Forum Meetings and Forum Teleconferences (including
> minutes of any sub-groups or committees), and minutes of all Working  
> Group
> teleconferences and meetings.
>
> (c) Messages formally proposing a Forum ballot (including ballots to
> establish, modify, or terminate Working Groups) and announcing ballot
> outcomes, including vote and quorum counts but not identifying individual
> votes by name of Member.
>
> (d) Initial and final drafts of Forum requirements, guidelines, and
> recommendations after the drafter has had an opportunity to receive and
> respond to initial Member comments.
>
> (e) Initial and final drafts of Working Group requirements, guidelines,  
> and
> recommendations after the drafter has had an opportunity to receive and
> respond to initial Working Group member comments.
>
> 5.3 Working Groups
>
> Members may propose by ballot the appointment of Working Groups open to
> participation by Members and Interested Parties. The ballot shall outline
> the scope of the Working Group's activities, including deliverables, any
> limitations, and Working Group expiration date. Upon approval of the  
> Working
> Group, the Chair will call for a show of interest in participation by
> Members, and shall appoint a Working Group Chair from among the  
> interested
> Members.
>
> Upon creation of a Working Group, the Forum will post an invitation to  
> all
> Interested Parties to participate, and will solicit others with expertise
> and interest in the Working Group subject matter to become Interested
> Parties and participate in the Working Group. With the approval of the
> Chair, Working Groups may establish separate list-servs, wikis, and web
> pages for their communications, but all such separate list-servs must be
> managed in the same fashion as the Public Mail List. Working Groups may  
> meet
> by teleconference or face-to-face meetings upon approval by the Chair and
> the Working Group Chair, but the Forum shall not be responsible for the
> expenses of any such teleconferences or meetings.
>
> Working Groups may draft recommendations to be forwarded to the Forum for
> its consideration, but no recommendations will be considered the product  
> of
> the Working Group unless approved by two-thirds of all Working Group  
> members
> who vote on the recommendations. All substantial initial and final  
> drafts of
> the Working Group product will be posted on the Public Mail List.
>
> The Forum shall review the final recommendations from a Working Groups  
> and
> may approve and implement some or all of the recommendations as  
> appropriate
> in the Forum's judgment following the Forum's regular voting rules. The
> Forum shall retain the right to amend a Working Group recommendation  
> before
> approval, but in most cases should first return the proposed amended
> recommendation to the Working Group for its review and response before
> voting.
>
> The Forum shall not be required to submit any matter to a Working Group,  
> but
> may itself draft requirements and guidelines without a Working Group in  
> its
> discretion.
>
> 5.4 Forum Teleconferences and Forum Meetings
>
>> From time to time the Forum will hold Forum Teleconferences and Forum
> Meetings among the Members, who may participate in person or (where
> feasible) by teleconference. Interested Parties and others may be  
> invited by
> the Chair, in the Chair's discretion, to participate in those portions of
> Forum Teleconferences and Forum Meetings that are relevant to their
> expertise or their participation in Working Groups.
>
> 5.5 IPR policies
>
> As a requirement for membership, Members must execute and return to the
> Chair the IPR Agreement attached as Exhibit A.
>
> As a requirement for participation as an Interested Party, Interested
> Parties must execute and return to the Chair (or indicate their  
> agreement by
> clicking through an online agreement) the IPR Agreement attached as  
> Exhibit
> B.
>
> 5.6 Project Lifecycle
>
> In general, Forum projects will follow the model Project Lifecycle  
> attached
> as Exhibit C. However, the Members may modify this model as appropriate  
> by
> their subsequent actions.
>
> 6. MISCELLANEOUS
>
> 6.1 Posting and Amendment of the Bylaws
>
> The current Bylaws shall be posted to the Public Web Site. These Bylaws  
> may
> be amended by subsequent ballot of the Members.
>
> 6.2 Procedure for Dealing with Questions and Comments
>
> The Forum procedure for dealing with questions and comments sent to the
> Questions Mail List shall be as follows. The Chair shall appoint a  
> Questions
> List Coordinator. The responsibilities of the Questions List Coordinator
> are:
>
> (a) If practical, within 24 hours send an acknowledgment to the  
> questioner
> indicating that the question or comment has been received and that a
> response will provided as soon as is practical.
>
> (b) Coordinate discussion using the Member Mail List until consensus has
> been achieved.
>
> (c) Post the proposed response to the Member Mail List indicating that
> Members have 24 hours to object.
>
> (d) If no objections are received before the deadline expires, then send  
> the
> response to the questioner.
>
> (e) If consensus cannot be achieved, or one or more objections are  
> received,
> then the matter should be dealt with in the next Forum Meeting or Forum
> Teleconference.
>
>
>
> DEFINITIONS
>
> Forum Meetings: Face-to-face meetings of Members as scheduled from time  
> to
> time.
>
> Forum Teleconferences: Teleconference meetings of Members as scheduled  
> from
> time to time.
>
> Member: A Member of the Forum or a representative of the Member  
> (depending
> on context).
>
> Member Mail List: The email list-serv maintained by the Forum for
> communications by and among Forum Members. The Member Mail List is not
> available to Interested Parties or Other Parties.
>
> Member Web Site: The password-protected web site available only to  
> Members
> (currently called the CA/Browser Forum Wiki).
>
> Participation Agreement: An agreement that individuals or entities must
> agree to in order to participate in the Forum as Interested Parties. The
> current form of Participation Agreement is attached as Exhibit D.
>
> Public Mail List: The public email list-serv currently located at
> public at cabforum.org maintained by the Forum for communications by and  
> among
> Members and Interested Parties. The Public Mail List may be read by Other
> Parties, but Other Parties may not post to the Public Mail List.
>
> Public Web Site: The web site available only to Members, Interested  
> Parties,
> and Other Parties (currently located at cabforum.org
> <http://www.cabforum.org/> ). A Forum Member will be appointed as  
> Webmaster
> and will control all postings to the Public Web Site.
>
> Questions Mail List: The email list-serv currently located at
> questions at cabforum.org maintained by the Forum for communications from  
> the
> public to the Forum.
>
>
>
> Exhibit A [Insert Member IPR Agreement here]
>
> Exhibit B [Insert Interested Party IPR Agreement here]
>
> Exhibit C - Project Lifecycle
>
> Exhibit D - Interested Parties Participation Agreement [Insert Agreement
> here]
>
> --Bylaws End--
>
> B. Be it further resolved that these Bylaws do not modify the status of,  
> or
> requirements applicable to, current observers such as ETSI, WebTrust,
> PayPal, tScheme, or the Federal PKI Management Authority, and they may
> continue to participate in meetings and on lists on the same basis as  
> they
> did previously.
>
> --Motion ends--
>
> The ballot review period comes into effect immediately upon posting today
> (Friday, 9 Nov 2012) and will close at 2000 UTC on Friday, 16 Nov 2012.
> Unless the ballot is withdrawn or modified during the review period, the
> voting period will start immediately thereafter and will close at 2000  
> UTC
> on Friday, 23 Nov 2012. If the ballot is modified for reasons other than  
> to
> correct minor typographical errors, then the ballot will be deemed to  
> have
> been withdrawn.
>
> Votes must be cast by posting an on-list reply to this thread.
>
> A vote in favor of the ballot must indicate a clear 'yes' in the  
> response.
>
> A vote against the ballot must indicate a clear 'no' in the response. A  
> vote
> to abstain must indicate a clear 'abstain' in the response. Unclear
> responses will not be counted. The latest vote received from any
> representative of a voting member before the close of the voting period  
> will
> be counted.
>
> Voting members are listed here: http://www.cabforum.org/forum.html
>
> In order for the motion to be adopted, two thirds or more of the votes  
> cast
> by members in the CA category and one half or more of the votes cast by
> members in the browser category must be in favor. Also, at least six  
> members
> must participate in the ballot, either by voting in favor, voting  
> against or
> abstaining.
>
>

-- 
Sincerely,
Yngve N. Pettersen
********************************************************************
Senior Developer		     Email: yngve at opera.com
Opera Software ASA                   http://www.opera.com/
Phone:  +47 96 90 41 51              Fax:    +47 23 69 24 01
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