[cabfpub] [EXTERNAL] Membership-related clarifications ballot draft (2)

[Kirk Hall]

That’s a good draft, and my one comment is, I think suspending a CA’s membership 15 months after the last audit reports is a little too tight.  As you know, new audit reports are not required until 15 months after the last report – so being one day late suspends membership.  Can’t you move it out a bit?  There could be adequate reasons why a CA doesn’t hit the 15 month deadline by a little bit.

Also – I’m not sure how the suspension for no audit provision actually gets enforced.  Right now, I have no idea if any other CA is late in producing its new audit reports.  What if MegaCA votes on a disputed ballot when MegaCA has not provided an updated audit for 15 months and 4 days – but no one knew that.  Would its vote count?  Could someone declare later “Wait, we will now discard MegaCA’s prior vote because we just found out MegaCA was in suspended status at the time of the vote, and no one knew it”?

Maybe we also need a provision that the vote of any browser or CA will be counted until there is a formal notice of suspension posted (by the Chair or Vice Chair?) to the Public list?

Maybe we also need a provision that says in the event a browser or CA fails to qualify for ongoing membership, that party (or any other member) may forward evidence of the party’s lack of membership qualification to the Chair, and the Chair and Vice-Chair will confer and post their decision on suspension to the Public list?  And any member may challenge the suspension and put it to a vote of all members voting as a single class?

From: Public [mailto:public-bounces at cabforum.org] On Behalf Of Gervase Markham via Public
Sent: Thursday, April 13, 2017 8:26 AM
To: CABFPub <public at cabforum.org>
Cc: Gervase Markham <gerv at mozilla.org>
Subject: [EXTERNAL][cabfpub] Membership-related clarifications ballot draft (2)


Here's an updated draft with some changes prompted by Kirk's suggestions. We now make it clear that proper recognition of currently-issued certificates by at least one browser member is a membership requirement. I've therefore also expanded the ways one can lose membership to match. Also, for the avoidance of doubt, I've added the definition of "Affiliate" from the IPR policy.

Gerv

Ballot XXX - Membership-related clarifications
Purpose of Ballot: The CAB Forum Bylaws define membership criteria, but don't say what should happen when an existing member ceases to meet those criteria. This ballot is intended to fix this, for the avoidance of doubt and uncertainty. It also makes it clearer that proper recognition of currently-issued certificates by at least one browser member is a membership requirement, and adds the definition of "Affiliate" from the IPR policy.
The following motion has been proposed by Gervase Markham of Mozilla and endorsed by XXX of XXX and XXX of XXX:

-- MOTION BEGINS --
This motion changes the CAB Forum Bylaws.
Section 1

Add a new section between 2.1 ("Qualifying for Forum Membership") and the following section, numbering the new section 2.2, and renumbering following sections appropriately. The new section shall read:

2.2 Ending Forum Membership

Forum members may resign from the Forum at any time. Resignation does not prevent a member potentially having continuing obligations, under the Forum's IPR Policy or any other document.

(a) Browser: A Browser member's membership will automatically cease if any of the following become true:

  *   it stops providing updates for its membership-qualifying software product; or
  *   six months have elapsed since the last such published update.
(b) Issuing CA or Root CA: An CA member's membership will be suspended if any of the following become true:

  *   it fails to pass its membership-qualifying audit;
  *   its membership-qualifying audit is rescinded;
  *   fifteen months have elapsed since the end of the Audit Period of its last successful membership-qualifying audit;
  *   it stops issuing certificates to Web servers that are openly accessible from the Internet; or
  *   it is no longer the case that its currently-issued certificates are treated as valid by at least one Browser member.
A CA member's membership will automatically cease after a further six months if it has not re-met the membership qualifications by that time. While suspended, CAs may participate in meetings and on the Forum's discussion lists, but not take part in any form of voting.

Section 2

Update both sections 2.1 (a) and (b) to insert words as follows:

"actively issues certificates to Web servers that are openly accessible from the Internet, such certificates being treated as valid when using a browser created by a Browser member."

Section 3

Update section 2.2 b) as follows:

Only one vote per Member company shall be accepted; representatives of corporate affiliatesAffiliates shall not vote.

Add to the Definitions section:

Affiliate: an entity that directly or indirectly controls, is controlled by or is under common control with, a Member. Control for the purposes of this Agreement shall mean direct or indirect beneficial ownership of more than fifty percent of the voting stock, or decision-making authority in the event that there is no voting stock, in an entity.
-- MOTION ENDS --


The procedure for approval of this Final Maintenance Guideline ballot is as follows:



BALLOT XXX

Status: Final Maintenance Guideline


Start time (23:00 UTC)


End time (23:00 UTC)


Discussion (7 to 14 days)


XXX

XXX


Vote for approval (7 days)

XXX

XXX


If vote approves ballot: Review Period (Chair to send Review Notice) (30 days).

If Exclusion Notice(s) filed, ballot approval is rescinded and PAG to be created.

If no Exclusion Notices filed, ballot becomes effective at end of Review Period.

Upon filing of Review Notice by Chair

30 days after filing of Review Notice by Chair




From Bylaw 2.3: If the Draft Guideline Ballot is proposing a Final Maintenance Guideline, such ballot will include a redline or comparison showing the set of changes from the Final Guideline section(s) intended to become a Final Maintenance Guideline, and need not include a copy of the full set of guidelines.  Such redline or comparison shall be made against the Final Guideline section(s) as they exist at the time a ballot is proposed, and need not take into consideration other ballots that may be proposed subsequently, except as provided in Bylaw Section 2.3(j).



Votes must be cast by posting an on-list reply to this thread on the Public list.  A vote in favor of the motion must indicate a clear 'yes' in the response. A vote against 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: https://cabforum.org/members/
In order for the motion to be adopted, two thirds or more of the votes cast by members in the CA category and greater than 50% of the votes cast by members in the browser category must be in favor.  Quorum is shown on CA/Browser Forum wiki.  Under Bylaw 2.2(g), at least the required quorum number must participate in the ballot for the ballot to be valid, either by voting in favor, voting against, or abstaining.
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