[cabfpub] Membership-related clarifications ballot draft (3)

Mon May 1 17:02:34 UTC 2017

Here's an updated draft with the details around how suspension would
work in practice, as requested.

Would anyone care to endorse?

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:

 1. it stops providing updates for its membership-qualifying software
    product; or
 2. six months have elapsed since the last such published update.

(b) _Issuing CA_ or _Root CA_: An CA member's membership may be
suspended if any of the following become true:

 1. it fails to pass its membership-qualifying audit;
 2. its membership-qualifying audit is rescinded;
 3. fifteen months have elapsed since the end of the Audit Period of its
    last successful membership-qualifying audit;
 4. it stops issuing certificates to Web servers that are openly
    accessible from the Internet; or
 5. it is no longer the case that its currently-issued certificates are
    treated as valid by at least one Browser member.

Any Forum Member who believes one of the above circumstances is true of
a CA Forum Member may report it on the Public Mail List. The Chair will
then investigate, including asking the CA for an explanation or
appropriate documentation. If evidence of continued qualification for
membership is not forthcoming within three working days, the Chair will
announce that the member is suspended, such announcement to include the
clause(s) from the above list under which the suspension has been made.

A suspended CA Forum Member who believes it has now re-met the
membership criteria under the relevant clauses shall post evidence to
the Public Mail List. The Chair will examine the evidence and unsuspend
the member, or not, by public announcement. A CA Forum Member's
membership will automatically cease six months after it becomes
suspended if it has not re-met the membership criteria 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 affiliates_Affiliates_ 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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