- CPWG - lists.icann.org

Fwd: ALAC Position on the Proposed Amendment to IETF IPMC Bylaws
by mail＠christopherwilkinson.eu Dec. 5, 2025

Dec. 5, 2025

Good afternoon: With reference to the attached letter, outcome of extensive consultation and discussion among the At Large Community, I would welcome IETF convening an on-line CCG meeting to review and discuss all the responses to the recent consultation. Regards Christopher Wilkinson At Large CCG representative. > Begin forwarded message: > > From: Ozan Sahin <ozan.sahin(a)icann.org> > Subject: ALAC Position on the Proposed Amendment to IETF IPMC Bylaws > Date: 4 December 2025 at 22:05:39 CET > To: "gregshatanipc(a)gmail.com" <gregshatanipc(a)gmail.com>, "chair(a)nro.net" <chair(a)nro.net>, "housley(a)vigilsec.com" <housley(a)vigilsec.com> > Cc: "cw(a)christopherwilkinson.eu" <cw(a)christopherwilkinson.eu>, Jonathan Zuck <JZuck(a)innovatorsnetwork.org>, John Jeffrey <john.jeffrey(a)icann.org>, "ICANN At-Large Staff" <staff(a)atlarge.icann.org> > > Dear co-chairs of the IANA IPR CCG, > > Please find attached a letter from the ALAC chair Jonathan Zuck regarding the ALAC Position on the Proposed Amendment to IETF IPMC Bylaws. > > Best regards, > ALAC support staff >

1 0

At-Large Consolidated Policy Working Group (CPWG)
by ICANN Policy Calendar Dec. 5, 2025

Dec. 5, 2025

Dear All, The next At-Large Consolidated Policy Working Group (CPWG) Call has been scheduled for Wednesday, 10 December 2025 at 19:00 UTC for 90 mins. For other times: HERE<https://tinyurl.com/ynfbz3v5> The agenda (to be updated) and call details can be found at: https://icann-community.atlassian.net/wiki/x/FgMPJw Zoom Room: https://icann.zoom.us/j/765717566?pwd=UTJCdWRSZVdJNEhOYW02OVBqQVQ1Zz09 / Passcode: #CPWG2345* Real time transcription (RTT) available at (subject to availability): https://www.streamtext.net/player?event=ICANN At-Large Consolidated Policy Working Group (CPWG) Wiki Space: https://community.icann.org/x/jYDpB Thank you. Kind regards, At-Large Staff ICANN Policy Staff in support of the At-Large Community www.icann.org<http://www.icann.org/>

1 0

Re: ALAC Letter to the IANA IPR CCG re Proposed Amendment to IETF IPMC Bylaws
by Greg Shatan [NARALO] Dec. 4, 2025

Dec. 4, 2025

All The reason for concentrating first on the limited Bylaws revisions (which have been under review for the last 60 days) is that this was what the CCG requested that the IETF IPMC do, as a minimum requirement for the CCG's approval under the Community Agreement. The idea was that the remaining changes would be dealt with in a second round of revisions -- after the approval and after the IETF IPMC takes the remaining steps needed to finalize the transfer of the IANA IPR and related agreements from the Trust to the IPMC. This was a compromise position hammered out by the CCG -- keeping in mind that the two communities other than names (numbers and particularly protocols) are generally aligned with the IETF. Greg On Mon, Dec 1, 2025 at 3:12 PM Olivier MJ Crépin-Leblond <ocl(a)gih.com> wrote: > The "other amendments" are the ones in my email, below in this thread. > > I really think the IETF is wasting time in having a 60 days comment period > that, if there are comments that actually make sense and are straight > forward, then generate another 60 days comment period. This type of > endless, mindless administravia, is how an organisation becomes irrelevant. > Kindest regards, > > Olivier > > On 01/12/2025 20:08, cw(a)christopherwilkinson.eu wrote: > > I have not yet seen the other amendments being proposed. > > In any event, should additional amendments having been proposed, i > suppose, confronted with a different text, a new 60 day procedure would be > called for. > > C. > > > > On 1 Dec 2025, at 21:01, Olivier MJ Crépin-Leblond <ocl(a)gih.com> > <ocl(a)gih.com> wrote: > > Thanks for following up, Christopher. > > I'd go further: have the amendments been considered by the ALAC and has a > decision been made on whether to include them? > And I'd also ask Greg, as the person closest to the comments made on the > Bylaws, what he is actively going to do next, since we are a day away from > the closing of the IETF comment period. > Kindest regards, > > Olivier > > On 01/12/2025 17:23, cw(a)christopherwilkinson.eu wrote: > > Good evening: > > Has the ALAC consideration of the IETF IPMC statement now been concluded > and sent? > > C. > > (From Miremande, - most beautiful village in France - in the Drome, Rhône > valley, > where Madame, our host, has just now resurrected the WiFi booster from the > tidying up of a previous guest, so that we can get back on line……).. > > On 30 Nov 2025, at 20:36, Olivier MJ Crépin-Leblond <ocl(a)gih.com> > <ocl(a)gih.com> wrote: > > Dear Greg, > Dear Jonathan, > > as we are approaching the Dec 2 deadline, I look forward to your feedback > on this. > Kindest regards, > > Olivier > > On 26/11/2025 20:26, Olivier MJ Crépin-Leblond via CPWG wrote: > > (CC'ed to ALAC Chair Jonathan Zuck) > > Dear Colleagues, > > a moment ago, we discussed the "ALAC Letter to the IANA IPR CCG re > Proposed Amendment to IETF IPMC Bylaws" in the weekly CPWG call that I > co-Chaired with my colleague Avri Doria. > > In the "IETF IPMC" (IETF Intellectual Property Management Corporation) of > Agenda Item 4, which we had moved to the end, there were no objections to > sending the letter to the ALAC for approval by the ALAC prior to it being > sent to the IANA Community Coordination Group (CCG) co-Chairs. > > The draft letter can be found on: > https://docs.google.com/document/d/18BN-ki3BpGKyfCTjKb1PZ-bSnYyN-yb9nyWpTOg… > > As a co-chair of the CPWG, I did not intervene in the discussion as a > participant. I participate to ease discussion and am open to all views, > thus I do find it difficult to sometimes intervene, taking my Chair's hat > on and off - and in this instance, the matter is serious enough that it > warrants a written intervention instead - because it is based on facts that > take more than 5 minutes to explain. It would have also introduced > confusion and stress at the end of the call. > > I would like, therefore, speaking on my own behalf now, object to two > inter-related paragraphs: > > " > > *Accordingly, the ALAC supports the transfer of the IANA IPRs and the > assignment of related licenses and other agreements from the IETF Trust to > the IPMC. The ALAC notes that there are numerous other issues with these > Bylaws as currently drafted, which have been brought to the attention of > the IETF IPMC by the CCG or members of the CCG. While these issues do not > need to be resolved prior to the completion of the transfer of the IANA > IPRs and related agreements, the ALAC strongly encourages the IETF IPMC to > amend the Bylaws to resolve these issues expeditiously after the completion > of the transfer in order to ensure that the governance of the IETF IPMC > under the Bylaws is as clear and unambiguous as possible.*" > > > *At this point in time, I do NOT agree with the mention "While these > issues do not need to be resolved prior to the completion of the transfer > of the IANA IPRs and related agreements"* > > Whilst I felt that, a few months ago, there appeared to be progress in the > addressing of the problems relating to the IETF IPMC Bylaws, many of which > I pinpointed before anyone else had a look at them, I do not find, at the > present time, that there has been enough progress whilst the two month IETF > public comment is taking place, to address any of the "numerous other > issues with these Bylaws". > > I cannot quite place my finger on why this is taking so much time and why > all people concerned with this process appear to find this to be a > secondary matter that is not so important. If Bylaws have to be fixed, they > have to be fixed, otherwise we potentially have an organisation with > defective Bylaws or Bylaws containing loopholes. Are we, the ICANN Names > Community, ready to have the IANA IPRs, transferred to such an organisation? > > I hope not. > > Off-line and directly with the people concerned, I have shared my concerns > in relation to: > > (a) the lack of proper IETF Trust minutes recording the agreeing/signing > of the current IETF Trust Agreement. By itself, I do not see this as a > show-stopper. (yes, formal records for agreeing the current Trust Agreement > at the Trustee Meeting of 6 November 2018 are missing!) > > (b) the lack of progress in all parties resolving the " > > *numerous other issues with these Bylaws". *When our esteemed colleague > Greg Shatan transmitted his analysis and recommendations for Bylaws > changes, he differentiated the issues into two categories: > - in YELLOW the comments that discuss concerns from the perspective of the > Names Community relating to oversight/accountability/powers/obligations of > the IETF IPMC. > - in BLUE the comments that discuss changes made to improve the document > from a legal perspective relating to appropriateness, enforceability, > correctness and clarity, based on his perspective as a practising attorney > since 1986. > > I attach his document - "Comparison of revised Bylaws to current > Bylaws-1.docx" > > After discussion within the Community Coordination Group (CCG), the CCG > sent a letter to the IETF Trust with its proposed Bylaws Changes. > > This resulted in a document that outlined the Proposed Amended Bylaws, > which was used in the announcement of the Public Comment, as published on > https://mailarchive.ietf.org/arch/msg/ietf-announce/SWYX5CDJciD6W9qNsxmNaK-… > > The proposed changes to the IETF IPMC Bylaws, as sent to the IETF > Consultation by the CCG, are provided as a Redline document, which I attach > in this email: "Oct25_Proposed_Amended_Bylaws_REDLINE.pdf" > > Comparing Greg's initial comments to the amendments that were carried > over, a number of substantial issues are not addressed in the current Bylaw > amendment proposals being considered in the consultation. > > > > *I will focus on the few that I think that are important enough to make > them conditional for issuing the green light to transferring the IANA IPR > over to the IETF IPMC. * > A. Non Profit Status > > Section 1.5 (b) currently mentions that the Directors will seek 501(a) > status specifically 501(c)3 exemption from taxation. Greg proposed that > this is improved to say that the organisation *is* a 501(c)3 organisation. > This ties in with Section 1.5(c) whereas the current version of the Bylaws > makes it conditional if the organisation obtain exemption, that no part of > the net earning will go to the Directors etc. Greg suggests making this > mandatory by adding "At all times" - which makes sense. > > > B. Definitions > > Greg proposed that several terms relating to the whole Agreement, are > formally defined in the "Definitions" section of the Agreement. This was > ignored, thus some definitions happen on the fly in some sub-sections and > sub-paragraphs. Ultimately this has less of an impact than some other > matters, but it makes the Bylaws harder to read and easier to miss defining > some specific terms. > > However, some current definitions are *plainly wrong* like: > *"IETF Administrative LLC" means the administrative arm of the IETF.* > > There is no "IETF Administrative LLC". (!) > There is an "IETF Administration LLC" which is the single-member LLC that > provides the corporate legal home for the IETF, the IAB and the IRTF. > (Ref. https://www.ietf.org/administration/overview/ ) > > > C. Wrong placement of a clause - an easy change? > > Clause 3.3(c) is under clause 3.3 Nomination, Election and Term of Office > of Directors. Greg suggested moving this to 3.4 Resignation and Removal. > Since clause 3.3(c) speaks about removing a director, it makes sense to put > it under 3.4 as 3.4(b). > > > D. Regular Meetings of the Board of Directors > > The current clause 3.8 mentions that Regular meetings of the Board of > Directors may be held *without notice*. Greg rightly proposes to fix this > to mention how Directors will be notified of a Regular meeting. Holding a > meeting without a notice does not make sense. > > > E. Fees and Expenses of Directors > > In Section 3.14, Fees and Expenses of Directors, Greg proposes a straight > forward: "No Director shall be entitled to compensation for his or her > services as a Director of the IETF IPMC. " which he explains by the Bylaws > currently being ambiguous since the Bylaws do prohibit compensation to > Officers. This makes perfect sense. > > > F. Director Liability for Certain Act > > Section 3.19 is headed "No Liability for Certain Act" and says: "No > Director shall be responsible or liable for the acts or omissions of a > custodian, agent, depositary, or counsel selected with reasonable care." > Greg proposed that the header should be "Director Liability" and that > there should be a Duty of the Directors towards the Corporation - as part > of essential accountability measures. > *"(a) Each Director is required, individually and collectively, to act > in good faith, with reasonable and prudent care, and in the best interest > of the IETF IPMC. If Directors act in good faith and in a manner that is > reasonably in line with the best interests of the IETF IPMC, as determined > by a reasonably prudent person in similar circumstances, then such > Directors shall be immune from liability arising from official acts on > behalf of the Corporation. "* > > And also add another Section that says: > "(c) Directors who fail to comply with this section of the Bylaws may > be personally liable to the IETF IPMC for any improper acts and as > otherwise described in these Bylaws" > > This would definitely raise the bar for Accountability, which is what > everyone should wish for an organisation like the IETF IPMC that will hold > such important assets. > > > G. Limit as to the maximum contract value of Executed Contracts > > Greg proposes adding a clause that says: "All contracts of $10,000 or more > must be approved by the Board of Directors. " --- and this makes absolute > sense - as Greg says "it is common to avoid fraud or just bad unilateral > decisions". > > He also proposes adding this clause to the Section 10.3: > "All payments of $10,000 or more must be approved by the Board of > Directors, whether in a single instrument or in a series of instruments > directed to the same or related persons." > > Again, this makes sense. > > > *Conclusion* > > I honestly do not understand why these were not included in the current > round of Bylaw changes. If amending the Bylaws necessitates a full 60 day > IETF consultation, why were these changes not included? If the current > proposed amendments are agreed, the IETF will again need to restart a 60 > day period when the next round of amendments will be proposed - what > likelihood is there that any of the remaining issues will ever get fixed? > Given the time it has taken to reach the current point, when there is a > real pressure to complete the transfer, I am very concerned that we shall > never see the other Bylaw improvements ever implemented if there is not a *binding > obligation* for the other amendments to be effected within a certain > period of time. > > > Given all of the above, I recommend forcefully that the paragraph I have > mentioned above: ""While these issues do not need to be resolved prior to > the completion of the transfer of the IANA IPRs and related agreements" is > replaced with a paragraph that requests commitment from the IETF Trust and > the IETF IPMC to address the other issues clearly explained by Greg, within > a specific time period, for example within 3 months of the transfer of the > IPR to the IPMC, or the transfer is voided. > > I know this comes late, but we have to make sure we do not let mistakes > happen that then take a lot more effort to fix later. > > Again - all of the above views are my own. > > Kindest regards, > > Olivier Crépin-Leblond > > _______________________________________________ > CPWG mailing list -- cpwg(a)icann.org > To unsubscribe send an email to cpwg-leave(a)icann.org > > _______________________________________________ > By submitting your personal data, you consent to the processing of your personal data for purposes of subscribing to this mailing list accordance with the ICANN Privacy Policy (https://www.icann.org/privacy/policy) and the website Terms of Service (https://www.icann.org/privacy/tos) You can visit the Mailman link above to change your membership status or configuration, including unsubscribing, setting digest-style delivery or disabling delivery altogether (e.g., for a vacation), and so on. > > > > > > > -- *____________________* *Greg Shatan* *Chair, NARALO* gregshatanalac(a)gmail.com

3 2

REMINDER / Meeting Invitation: At-Large Consolidated Policy Working Group (CPWG) Call on Wednesday, 03 December 2025 at 14:00 UTC
by ICANN At-Large Staff Dec. 3, 2025

Dec. 3, 2025

Dear All, The next At-Large Consolidated Policy Working Group (CPWG) Call has been scheduled for Wednesday, 03 December 2025 at 14:00 UTC for 90 mins. For other times: https://tinyurl.com/3r55pp9p The agenda and call details can be found at: https://icann-community.atlassian.net/wiki/x/OADqJQ Zoom Room: https://icann.zoom.us/j/765717566?pwd=UTJCdWRSZVdJNEhOYW02OVBqQVQ1Zz09 / Passcode: #CPWG2345* Real time transcription (RTT) available at (subject to availability): https://www.streamtext.net/player?event=ICANN At-Large Consolidated Policy Working Group (CPWG) Wiki Space: https://community.icann.org/x/jYDpB Thank you. Kind Regards, At-Large Staff ICANN Policy Staff in support of the At-Large Community Website: atlarge.icann.org<https://atlarge.icann.org/>

1 0

Meeting Invitation: At-Large Consolidated Policy Working Group (CPWG) Call on Wednesday, 03 December 2025 at 14:00 UTC
by ICANN At-Large Staff Dec. 3, 2025

Dec. 3, 2025

Dear All, The next At-Large Consolidated Policy Working Group (CPWG) Call has been scheduled for Wednesday, 03 December 2025 at 14:00 UTC for 90 mins. For other times: https://tinyurl.com/3r55pp9p The agenda (to be updated) and call details can be found at: https://icann-community.atlassian.net/wiki/x/OADqJQ Zoom Room: https://icann.zoom.us/j/765717566?pwd=UTJCdWRSZVdJNEhOYW02OVBqQVQ1Zz09 / Passcode: #CPWG2345* Real time transcription (RTT) available at (subject to availability): https://www.streamtext.net/player?event=ICANN At-Large Consolidated Policy Working Group (CPWG) Wiki Space: https://community.icann.org/x/jYDpB Thank you. Kind regards, At-Large Staff ICANN Policy Staff in support of the At-Large Community www.icann.org<http://www.icann.org/>

2 1

Call for Volunteers - String Similarity Evaluation Guidelines for New gTLD Program: 2026 Round
by Ozan Sahin Nov. 30, 2025

Nov. 30, 2025

Dear CPWG Members, On behalf of the CPWG co-chairs, we are seeking At-Large Community volunteers to consider the String Similarity Evaluation Guidelines for New gTLD Program: 2026 Round<https://www.icann.org/en/public-comment/proceeding/string-similarity-evalua…> posted for public comment by ICANN org. Your insights and/or expertise on the subject matter for public comment would be helpful for: * Firstly, reviewing and identifying any need for the ALAC to submit a comment, and secondly, where such need arises, presenting issues - in the form of bullet points - for discussion at one or more Working Group calls. * If the Working Group subsequently reaches consensus on the need for an ALAC comment, volunteering as a penholder to craft a concise thoughtful response (i.e. an ALAC statement) to this public comment proceeding. As this public comment proceeding will close on 22 January 2026, the proposed schedule for the above-mentioned tasks is as follows: * Reviewer(s): Establish if an ALAC comment is needed. * Reviewer(s): Initial Bullet Point(s) presentation and rationale for discussion in order to establish working group consensus And if needed, * Penholder(s): First Draft Statement shared with the CPWG on 17 December 2025 * Community: Comment on Draft Statement – 18 December 2025 – 5 January 2026 * Penholder(s): Final Draft Statement presentation – CPWG call on 7 January 2026 * ALAC: Vote on Final Statement – 12 January 2026 – 15 January 2026 * Staff: Submission of ALAC Statement – 16 January 2026 If you are interested in volunteering to be a reviewer and/or penholder, please reach out to the CPWG co-chairs Avri Doria (avri(a)doria.org<mailto:avri@doria.org>) and Olivier Crepin-Leblond (ocl(a)gih.com<mailto:ocl@gih.com>), copying At-Large Staff (staff(a)atlarge.icann.org<mailto:staff@atlarge.icann.org>), by Wednesday, 3 December 2025 at 16:00 UTC. Your participation is greatly appreciated, and we look forward to your contributions! Thank you. Kind regards, At-Large Staff ICANN Policy Staff in support of the At-Large Community www.icann.org<http://www.icann.org>

3 2

ALAC Letter to the IANA IPR CCG re Proposed Amendment to IETF IPMC Bylaws
by Olivier MJ Crépin-Leblond Nov. 28, 2025

Nov. 28, 2025

(CC'ed to ALAC Chair Jonathan Zuck) Dear Colleagues, a moment ago, we discussed the "ALAC Letter to the IANA IPR CCG re Proposed Amendment to IETF IPMC Bylaws" in the weekly CPWG call that I co-Chaired with my colleague Avri Doria. In the "IETF IPMC" (IETF Intellectual Property Management Corporation) of Agenda Item 4, which we had moved to the end, there were no objections to sending the letter to the ALAC for approval by the ALAC prior to it being sent to the IANA Community Coordination Group (CCG) co-Chairs. The draft letter can be found on: https://docs.google.com/document/d/18BN-ki3BpGKyfCTjKb1PZ-bSnYyN-yb9nyWpTOg… As a co-chair of the CPWG, I did not intervene in the discussion as a participant. I participate to ease discussion and am open to all views, thus I do find it difficult to sometimes intervene, taking my Chair's hat on and off - and in this instance, the matter is serious enough that it warrants a written intervention instead - because it is based on facts that take more than 5 minutes to explain. It would have also introduced confusion and stress at the end of the call. I would like, therefore, speaking on my own behalf now, object to two inter-related paragraphs: "/Accordingly, the ALAC supports the transfer of the IANA IPRs and the assignment of related licenses and other agreements from the IETF Trust to the IPMC. The ALAC notes that there are numerous other issues with these Bylaws as currently drafted, which have been brought to the attention of the IETF IPMC by the CCG or members of the CCG. *While these issues do not need to be resolved prior to the completion of the transfer of the IANA IPRs and related agreements, the ALAC strongly encourages the IETF IPMC to amend the Bylaws to resolve these issues expeditiously after the completion of the transfer in order to ensure that the governance of the IETF IPMC under the Bylaws is as clear and unambiguous as possible.*/" *At this point in time, I do NOT agree with the mention "While these issues do not need to be resolved prior to the completion of the transfer of the IANA IPRs and related agreements"* Whilst I felt that, a few months ago, there appeared to be progress in the addressing of the problems relating to the IETF IPMC Bylaws, many of which I pinpointed before anyone else had a look at them, I do not find, at the present time, that there has been enough progress whilst the two month IETF public comment is taking place, to address any of the "numerous other issues with these Bylaws". I cannot quite place my finger on why this is taking so much time and why all people concerned with this process appear to find this to be a secondary matter that is not so important. If Bylaws have to be fixed, they have to be fixed, otherwise we potentially have an organisation with defective Bylaws or Bylaws containing loopholes. Are we, the ICANN Names Community, ready to have the IANA IPRs, transferred to such an organisation? I hope not. Off-line and directly with the people concerned, I have shared my concerns in relation to: (a) the lack of proper IETF Trust minutes recording the agreeing/signing of the current IETF Trust Agreement. By itself, I do not see this as a show-stopper. (yes, formal records for agreeing the current Trust Agreement at the Trustee Meeting of 6 November 2018 are missing!) (b) the lack of progress in all parties resolving the "/numerous other issues with these Bylaws". /When our esteemed colleague Greg Shatan transmitted his analysis and recommendations for Bylaws changes, he differentiated the issues into two categories: - in YELLOW the comments that discuss concerns from the perspective of the Names Community relating to oversight/accountability/powers/obligations of the IETF IPMC. - in BLUE the comments that discuss changes made to improve the document from a legal perspective relating to appropriateness, enforceability, correctness and clarity, based on his perspective as a practising attorney since 1986. I attach his document - "Comparison of revised Bylaws to current Bylaws-1.docx" After discussion within the Community Coordination Group (CCG), the CCG sent a letter to the IETF Trust with its proposed Bylaws Changes. This resulted in a document that outlined the Proposed Amended Bylaws, which was used in the announcement of the Public Comment, as published on https://mailarchive.ietf.org/arch/msg/ietf-announce/SWYX5CDJciD6W9qNsxmNaK-… The proposed changes to the IETF IPMC Bylaws, as sent to the IETF Consultation by the CCG, are provided as a Redline document, which I attach in this email: "Oct25_Proposed_Amended_Bylaws_REDLINE.pdf" Comparing Greg's initial comments to the amendments that were carried over, a number of substantial issues are not addressed in the current Bylaw amendment proposals being considered in the consultation. *I will focus on the few that I think that are important enough to make them conditional for issuing the green light to transferring the IANA IPR over to the IETF IPMC. * A. Non Profit Status Section 1.5 (b) currently mentions that the Directors will seek 501(a) status specifically 501(c)3 exemption from taxation. Greg proposed that this is improved to say that the organisation *is* a 501(c)3 organisation. This ties in with Section 1.5(c) whereas the current version of the Bylaws makes it conditional if the organisation obtain exemption, that no part of the net earning will go to the Directors etc. Greg suggests making this mandatory by adding "At all times" - which makes sense. B. Definitions Greg proposed that several terms relating to the whole Agreement, are formally defined in the "Definitions" section of the Agreement. This was ignored, thus some definitions happen on the fly in some sub-sections and sub-paragraphs. Ultimately this has less of an impact than some other matters, but it makes the Bylaws harder to read and easier to miss defining some specific terms. However, some current definitions are *plainly wrong* like: /"IETF Administrative LLC" means the administrative arm of the IETF./ There is no "IETF Administrative LLC". (!) There is an "IETF Administration LLC" which is the single-member LLC that provides the corporate legal home for the IETF, the IAB and the IRTF. (Ref. https://www.ietf.org/administration/overview/ ) C. Wrong placement of a clause - an easy change? Clause 3.3(c) is under clause 3.3 Nomination, Election and Term of Office of Directors. Greg suggested moving this to 3.4 Resignation and Removal. Since clause 3.3(c) speaks about removing a director, it makes sense to put it under 3.4 as 3.4(b). D. Regular Meetings of the Board of Directors The current clause 3.8 mentions that Regular meetings of the Board of Directors may be held *without notice*. Greg rightly proposes to fix this to mention how Directors will be notified of a Regular meeting. Holding a meeting without a notice does not make sense. E. Fees and Expenses of Directors In Section 3.14, Fees and Expenses of Directors, Greg proposes a straight forward: "No Director shall be entitled to compensation for his or her services as a Director of the IETF IPMC. " which he explains by the Bylaws currently being ambiguous since the Bylaws do prohibit compensation to Officers. This makes perfect sense. F. Director Liability for Certain Act Section 3.19 is headed "No Liability for Certain Act" and says: "No Director shall be responsible or liable for the acts or omissions of a custodian, agent, depositary, or counsel selected with reasonable care." Greg proposed that the header should be "Director Liability" and that there should be a Duty of the Directors towards the Corporation - as part of essential accountability measures. /"(a) Each Director is required, individually and collectively, to act in good faith, with reasonable and prudent care, and in the best interest of the IETF IPMC. If Directors act in good faith and in a manner that is reasonably in line with the best interests of the IETF IPMC, as determined by a reasonably prudent person in similar circumstances, then such Directors shall be immune from liability arising from official acts on behalf of the Corporation. "/ And also add another Section that says: "(c) Directors who fail to comply with this section of the Bylaws may be personally liable to the IETF IPMC for any improper acts and as otherwise described in these Bylaws" This would definitely raise the bar for Accountability, which is what everyone should wish for an organisation like the IETF IPMC that will hold such important assets. G. Limit as to the maximum contract value of Executed Contracts Greg proposes adding a clause that says: "All contracts of $10,000 or more must be approved by the Board of Directors. " --- and this makes absolute sense - as Greg says "it is common to avoid fraud or just bad unilateral decisions". He also proposes adding this clause to the Section 10.3: "All payments of $10,000 or more must be approved by the Board of Directors, whether in a single instrument or in a series of instruments directed to the same or related persons." Again, this makes sense. _Conclusion_ I honestly do not understand why these were not included in the current round of Bylaw changes. If amending the Bylaws necessitates a full 60 day IETF consultation, why were these changes not included? If the current proposed amendments are agreed, the IETF will again need to restart a 60 day period when the next round of amendments will be proposed - what likelihood is there that any of the remaining issues will ever get fixed? Given the time it has taken to reach the current point, when there is a real pressure to complete the transfer, I am very concerned that we shall never see the other Bylaw improvements ever implemented if there is not a *binding obligation* for the other amendments to be effected within a certain period of time. Given all of the above, I recommend forcefully that the paragraph I have mentioned above: ""While these issues do not need to be resolved prior to the completion of the transfer of the IANA IPRs and related agreements" is replaced with a paragraph that requests commitment from the IETF Trust and the IETF IPMC to address the other issues clearly explained by Greg, within a specific time period, for example within 3 months of the transfer of the IPR to the IPMC, or the transfer is voided. I know this comes late, but we have to make sure we do not let mistakes happen that then take a lot more effort to fix later. Again - all of the above views are my own. Kindest regards, Olivier Crépin-Leblond

2 1

Call for Volunteers - Proposed GNSO Process for ICANN Board to Reverse Adoption of GNSO Policy Recs
by Ozan Sahin Nov. 28, 2025

Nov. 28, 2025

Dear CPWG Members, On behalf of the CPWG co-chairs, we are seeking At-Large Community volunteers to consider the Proposed GNSO Process for ICANN Board to Reverse Adoption of GNSO Policy Recs<https://www.icann.org/en/public-comment/proceeding/proposed-gnso-process-fo…> posted for public comment by ICANN org. Your insights and/or expertise on the subject matter for public comment would be helpful for: * Firstly, reviewing and identifying any need for the ALAC to submit a comment, and secondly, where such need arises, presenting issues - in the form of bullet points - for discussion at one or more Working Group calls. * If the Working Group subsequently reaches consensus on the need for an ALAC comment, volunteering as a penholder to craft a concise thoughtful response (i.e. an ALAC statement) to this public comment proceeding. As this public comment proceeding will close on 7 January 2026, the proposed schedule for the above-mentioned tasks is as follows: * Reviewer(s): Establish if an ALAC comment is needed. * Reviewer(s): Initial Bullet Point(s) presentation and rationale for discussion in order to establish working group consensus And if needed, * Penholder(s): First Draft Statement shared with the CPWG on 10 December 2025 * Community: Comment on Draft Statement – 11 December 2025 – 17 December 2025 * Penholder(s): Final Draft Statement presentation – CPWG call on 18 December 2025 * ALAC: Vote on Final Statement – 19 December 2025 – 22 December 2025 * Staff: Submission of ALAC Statement – 5 January 2026 If you are interested in volunteering to be a reviewer and/or penholder, please reach out to the CPWG co-chairs Avri Doria (avri(a)doria.org<mailto:avri@doria.org>) and Olivier Crepin-Leblond (ocl(a)gih.com<mailto:ocl@gih.com>), copying At-Large Staff (staff(a)atlarge.icann.org<mailto:staff@atlarge.icann.org>), by Monday, 1 December 2025 at 16:00 UTC. Your participation is greatly appreciated, and we look forward to your contributions! Thank you. Kind regards, At-Large Staff ICANN Policy Staff in support of the At-Large Community www.icann.org<http://www.icann.org>

1 0

At-Large Consolidated Policy Working Group (CPWG) Call
by ICANN Policy Calendar Nov. 27, 2025

Nov. 27, 2025

Dear All, The next At-Large Consolidated Policy Working Group (CPWG) Call has been scheduled for Wednesday, 03 December 2025 at 14:00 UTC for 90 mins. For other times: https://tinyurl.com/3r55pp9p The agenda (to be updated) and call details can be found at: https://icann-community.atlassian.net/wiki/x/OADqJQ Zoom Room: https://icann.zoom.us/j/765717566?pwd=UTJCdWRSZVdJNEhOYW02OVBqQVQ1Zz09 / Passcode: #CPWG2345* Real time transcription (RTT) available at (subject to availability): https://www.streamtext.net/player?event=ICANN At-Large Consolidated Policy Working Group (CPWG) Wiki Space: https://community.icann.org/x/jYDpB Thank you. Kind regards, At-Large Staff ICANN Policy Staff in support of the At-Large Community www.icann.org<http://www.icann.org/>

1 0

Fwd: [ALAC-Announce] **REGISTER** At-Large briefing sessions: Informed Consensus: An Approach to At-Large Position Development
by Justine Chew Nov. 27, 2025

Nov. 27, 2025

*Apologies for receipt of duplicates due to cross-posting* Please consider joining either (or both) of these At-Large briefing sessions next week. More details are found below, with the pre-registration links. - *Tuesday, 02 December 2025 at 19:00 UTC* - Agenda wiki: https://icann-community.atlassian.net/wiki/x/SQB6JQ | Pre-registration link: https://icann.zoom.us/meeting/register/oc1JxjTjSWKIZ1o1z-uEoQ - *Thursday, 04 December 2025 at 14:00 UTC* - Agenda wiki: https://icann-community.atlassian.net/wiki/x/AYCYJQ | Pre-registration link: https://icann.zoom.us/meeting/register/QV1y7GZPSkeag3PKw4rOYQ Kind regards, Justine ---------- Forwarded message --------- From: ICANN At-Large Staff via ALAC-Announce <alac-announce(a)icann.org> Date: Wed, 26 Nov 2025 at 20:14 Subject: [ALAC-Announce] **REGISTER** At-Large briefing sessions: Informed Consensus: An Approach to At-Large Position Development To: ALAC-Announce(a)icann.org <ALAC-Announce(a)icann.org> *English, Espanol, Francais* *Please join us and spread the word!* *Unase a nosotros y comparta con su comunidad!* *Rejoignez-nous et partagez parmi votre communauté!* Dear All, The At-Large Community participates in ICANN policy-making and governance issues predominantly by engaging community members in a bottom-up process to build consensus on positions addressing individual end-user interests that need to be communicated by the ALAC. This communication could take the form of an ALAC Statement for a public comment proceeding, or ALAC correspondence, or ALAC Advice to the Board. Whatever the form of communication, the process by which such an output is developed is normally a bottom-up one and built around informed consensus. Whether you're keen to commence or deepen your participation in this process, or just interested to observe how the At-Large Community develops such outputs, please come join us at *one of the two* *At-Large briefing sessions: Informed Consensus: An Approach to At-Large Position Development*, scheduled for: - *Tuesday, 02 December 2025 at 19:00 UTC * - Agenda page with details (to include zoom registration): https://icann-community.atlassian.net/wiki/x/SQB6JQ - *Thursday, 04 December 2025 at 14:00 UTC* - Agenda page with details (to include zoom registration): https://icann-community.atlassian.net/wiki/x/AYCYJQ Thank you. Kind regards, *************** *ESPANOL:* La Comunidad At-Large participa en la formulación de políticas y la gobernanza de la ICANN principalmente mediante la participación de sus miembros en un proceso ascendente para generar consenso sobre las posturas que abordan los intereses individuales de los usuarios finales y que el ALAC debe comunicar. Esta comunicación puede adoptar la forma de una Declaración del ALAC para un procedimiento de comentarios públicos, correspondencia del ALAC o un Asesoramiento del ALAC a la Junta Directiva. Sea cual sea el formato de comunicación, el proceso mediante el cual se desarrolla dicho resultado suele ser ascendente y se basa en un consenso informado. Si desea comenzar o profundizar su participación en este proceso, o simplemente le interesa observar como la comunidad At-Large desarrolla dichos resultados, le invitamos a asistir a *una de la dos* *sesiones informativas de At-Large: Consenso Informado: Un Enfoque para el Desarrollo de la Posición de At-Large*, programadas para: - *Martes, 2 de diciembre de 2025 a la 19:00 UTC* - Agenda con detalles (incluido el registro por Zoom): https://icann-community.atlassian.net/wiki/x/SQB6JQ - *Jueves, 4 de diciembre de 2025 a las 14:00 UTC* - Agenda con detalles (incluido el registro por Zoom): https://icann-community.atlassian.net/wiki/x/AYCYJQ Gracias. Saludos Cordiales, *************** *FRANÇAIS* La Communauté des utilisateurs finaux participe a l’élaboration des politiques et a la gouvernance de l’ICANN principalement en impliquant ses membres dans un processus ascendant visant a dégager un consensus sur les positions qui défendant les intérêts individuels des utilisateurs finaux et qui doivent être communiquées par le Comité Consultatif des utilisateurs finaux (ALAC). Cette communication peut prendre forme d’une déclaration de l’ALAC ou d’un avis de l’ALAC au Conseil d’Administration. Quelle que soit la forme de cette communication, le processus d’élaboration est généralement ascendant et repose sur un consensus éclaire. Que vous souhaitez vous impliquer d’avantage dans ce processus ou simplement observer comment la communauté des membres émancipés élaboré des documents, nous vous invitons a *participer a l’une des deux* *séances d’information qui lui sont destinées: Consensus éclaire: une approche pour l’élaboration des positions des membres émancipés*, preuves aux dates suivantes: - *Mardi 2 décembre 2025 a 19h00 UTC* - Page de l’ordre du jour avec tous les détails (y compris l’inscription Zoom): https://icann-community.atlassian.net/wiki/x/SQB6JQ - *Jeudi 4 décembre 2025 a 14h00 UTC* - Page de l’ordre du jour avec tous les détails (y compris l’inscription Zoom): https://icann-community.atlassian.net/wiki/x/AYCYJQ Merci beaucoup! Salutations cordiales, At-Large Staff ICANN Policy Staff in support of the At-Large Community www.icann.org _______________________________________________ ALAC-Announce mailing list -- alac-announce(a)icann.org To unsubscribe send an email to alac-announce-leave(a)icann.org At-Large Official Site: http://www.atlarge.icann.org _______________________________________________ By submitting your personal data, you consent to the processing of your personal data for purposes of subscribing to this mailing list accordance with the ICANN Privacy Policy (https://www.icann.org/privacy/policy) and the website Terms of Service (https://www.icann.org/privacy/tos) You can visit the Mailman link above to change your membership status or configuration, including unsubscribing, setting digest-style delivery or disabling delivery altogether (e.g., for a vacation), and so on.

1 0