thanks for your explanation. The thing I fail to understand is why
the CCG needed a "compromise" position when all of the changes you
had originally suggested not only made sense but were also needed
ultimately. Why subject the IETF to having two rounds of 60 day
comment periods?
One of the amendments you had suggested but you did not present in
this round (removal of section 4.1) was actually then pointed in a
comment by Jay Daley (IETF Administration LLC Executive Director -
message
https://mailarchive.ietf.org/arch/msg/tlp-interest/NqAQGd7SoA2WB1wsB_VLyYs4KJA/
) and suddenly everyone agreed with him.
I hope that my comments show that the remaining points are straight
forward, non-controversial and are needed (like the error "IETF
Administrative LLC").
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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