I still haven't received copy of the final text endorsed by ALAC.
CW
On 3 Dec 2025, at 06:38, Greg Shatan [NARALO] <gregshatanalac@gmail.com> wrote:
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@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,
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@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,
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@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.
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.
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
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