[cabfpub] Draft Bylaws WG Charter

Ben Wilson ben.wilson at digicert.com
Thu Nov 1 14:52:53 UTC 2018

I've been meaning to get this out since the F2F - 


Ballot FORUM-__: Charter to Establish a Bylaws Working Group


Purpose of Ballot

As a necessary aspect of good governance, the CA/Browser Forum must maintain
its Bylaws to ensure that the organization meets the needs of its Members
and Interested Parties.  It is proposed by Ben Wilson of DigiCert and
endorsed by _____  of _____ and _____ of  ______ that the Forum charter a
working group to operate in accordance with the Scope and other provisions
that follow.  This Charter will take effect upon approval of the CAB Forum
by ballot conducted in accordance with section 5.3 of the Bylaws. 




Bylaws Working Group Charter


A Chartered Working Group is ("CWG") is created to perform the activities as
specified in this Charter, subject to the terms and conditions of the
CA/Browser Forum Bylaws and Intellectual Property Rights (IPR) Policy, as
such documents may change from time to time. The definitions found in the
Forum's Bylaws shall apply to capitalized terms in this Charter.  


1.	Scope


The authorized scope of the CWG shall be to discuss, evaluate, recommend,
draft, and present to the Forum-at-large proposals of changes to the Bylaws,
limited as follows:


(a) Review the criteria and process for membership in the CA/Browser Forum,
especially as it relates to membership in Working Groups of the Forum;

(b) Review the Bylaws requirements and provisions for the establishment of
subcommittees of Working Groups and their distinction from Working Groups of
the Forum;

(c) Review the requirements for establishing Working Groups and
subcommittees of the Forum, specifically the requirements for
records-keeping and management structures;

(d) Provide a set of specific recommendations to the Forum of improvements
or alterations to the Bylaws that would clarify, ease, or strengthen the

(e) Respond with recommendations when tasked by other Chartered Working
Groups or the Forum Chair to provide recommended Bylaws changes for other
problems, or for the common interpretation of a provision, provided that
such request is in an email sent to the Public Mail List. 


2.	Out of Scope




(a)      Act as arbiter or judge of Bylaws interpretations;

(b)      Revise or adopt changes to the Bylaws-it acts in an advisory
capacity only;

(c)       Create or adopt Final Guidelines or Final Maintenance Guidelines
as defined in the Bylaws and IPR Policy; or

(d)      Impose other requirements upon the rest of the Forum.


3.	Charter Expiration


The CWG is chartered for one (1) year, effective on ballot approval, after
which it expires.  The charter may be extended in accordance with Bylaw
5.3.2(b), or dissolved as specified in Bylaw 5.3.2(c).


4.	Personnel and Participation


a.	Initial Chairs and Contacts         

The proposer of the ballot, Ben Wilson, will act as chair of the CWG until
the first Working Group Teleconference, at which time the group will select
a chair and vice-chair pursuant to Section 5(a) below. The chair and
vice-chair will serve one-year term(s) or until they are replaced, resign,
or are otherwise disqualified.  


b.	Members Eligible to Participate

There are no eligibility requirements.  All Members may participate.
Membership or participation in the CWG does not alone qualify any
participant for Forum membership.


c.	Membership Declaration

In accordance with the IPR Policy, Members that choose to participate in the
CWG MUST declare their participation and must do so prior to participating.
The Chair of the CWG shall establish a list for declarations of
participation and manage it in accordance with the Bylaws, the IPR Policy,
and the IPR Agreement.


5.	Voting and Other Organizational Matters


(a) All decisions, including elections and other voting, will be made on a
consensus basis (and not pursuant to Bylaw 2.3 or 4.1). Where consensus
cannot be reached, then decisions shall be made by simple majority. For
clarity, simple majority means voting, egalitarian-based as a single class,
with one vote granted to each Member organization. A decision is adopted if
the number of votes cast meets Quorum, and the number of votes in favor
exceeds fifty percent (50%) of the votes cast. Quorum is defined as the
larger of three (3) or the average number of Member organizations that have
participated in the last three (3) CWG Meetings or Teleconferences (not
counting subcommittee meetings thereof). For transition purposes, if three
(3) meetings have not yet occurred, quorum is three (3). 


(b) Proponents of minority positions or recommendations may also present
their positions or recommendations to the Forum at large.  


(c) The CWG may form subcommittees in accordance with Section 5(a) above.


6.	Summary of Major Deliverables


The deliverables of the CWG are defined in the Scope section above. 


7.	Primary Means of Communication


(a) The CWG shall appoint a webmaster to maintain the CWG's pages on the
wiki and the Forum's Public Web Site.


(b) The CWG will communicate primarily through listserv-based email in
accordance with Bylaw 5.3.1(d).  The CWG List shall be available to the
public, who will not have posting privileges (i.e. anyone may subscribe to
receive messages and the list may be crawled and indexed by Internet search


(c) The CWG shall conduct periodic calls or face-to-face meetings as needed.
Proceedings, minutes, and agendas shall be made public in accordance with
Bylaw 5.2.


8.	IPR Policy


As with all Forum Working Group activity, the IPR Policy, v1.3 or later,
shall apply to all activities and work of the CWG.




The procedure for approval of this ballot is as follows:

Discussion Period (7 days):

            Start Time: _____ 2018 at 0900 UTC 

            End Time: _____ 2018 at 0800 UTC

Vote for Approval (7 days):

            Start Time: _______ at 0900 UTC

            End Time: _______ at 0900 UTC


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