[CCG]Re: IETF Trust Restructuring & Transfer of IANA Intellectual Property

[Greg Shatan <[e-mail]>]

Russ,

Sorry not to have focused on this earlier.  I didn't identify any serious
concerns, but there are quite a number of documents and information that I
don't have.  I've just sent a request to fill in the blanks.

Greg

On Tue, Jul 16, 2024 at 12:24 PM Russ Housley <[e-mail]> wrote:

> Hi.
>
> Does an CCG member have concerns with the transfer that Glenn has posted
> about?
>
> I have been following this for many months, and the most significant
> change is the ability for the directors to get insurance coverage.  The
> rest of the changes are details to make that work out.
>
> Russ
>
>
> On Jul 15, 2024, at 2:25 PM, Glenn Deen <[e-mail]> wrote:
>
>
> Hello CCG Chairs,
>
>
> As Chair of the IETF Trust I'm writing to you on behalf of the IETF Trust
> about the transfer of IANA Intellectual Property held and managed by the
> IETF Trust to the new not-for-profit Delaware based IETF Intellectual
> Property Management Corporation  (IPMC) that the current IETF Trust a
> Virginia based Common Trust entity is restructuring into.
>
>
> This IETF Trust restructuring has been underway for some time now and is
> nearing its end.  We are now undertaking the final steps, which largely
> involve the actual transfer of the Intellectual Property and IP rights held
> by the IETF Trust.
>
>
> For anyone not familiar with this restructuring work, the IETF Trust's
> role remains the same, as does the appointment processes for the 5 IETF
> Trustees (3 from IETF noncom, 1 from IETF IESG and 1 from ISOC Board of
> Trustees).  The IETF Trustees will now be Directors of the new
> corporation.
>
>
> What has changed is all legal under the covers, with the IETF Trust
> legally changing from a Virginia Common Trust to a Delaware not-for-profit
> corporation which like the Virginia entity has been recognized by the IRS
> as a not-profit 501c3.      If you're interested in the details , the new Legal
> Documents <https://trustee.ietf.org/documents/founding-documents/> [1]
> and the Community Consultation
> <https://trustee.ietf.org/about/community-consultation-on-restructuring-the-ietf-trust/>
> [2] are all available on the IETF Trust <https://trustee.ietf.org/>
> website (https://trustee.ietf.org)
>
>
> The IETF Trust provides service beyond the IETF community by holding IANA
> related Intellectual Property assigned to it as part of the 2016 IANA
> restructuring.    See Exhibits A & B in the IANA Assignment Agreement
> <https://trustee.ietf.org/wp-content/uploads/Assignment-Agreement-2016-09-30-Executed.pdf> [3]
> for the full asset list of IANA IP  consisting of Trademarks and Domain
> Names.      Under the agreement, the IETF Trust holds the IANA TMs,
> maintaining registrations and taking appropriate actions as needed to
> protect the TMs.    The IETF Trustees also provide change approval for the
> transferred DNS Domains whereby approval by any 3 of the 5 Trustees is
> required for any technical changes to the domains.
>
>
> During a review of reassignment of agreements the IETF Trust with
> different parties, we recently came across a requirement in the 2016 IANA
> agreements [3][4] around the IANA Intellectual Property held by the IETF
> Trust that requires that we consult and get approval from the CCG for the
> Transfer of the IANA IP assets.
>
>
> BTW, Here is the requirement:   Section 4.2 of the Community Agreement
> <https://trustee.ietf.org/wp-content/uploads/Community-Agreement-2016-09-30-Executed.pdf>
>  [4]
>
>
>
> *4.2 Encumbrances and Transfer. Except as contemplated by this Agreement
> and the License Agreements, the IETF Trust shall not sell, lease (as
> lessor), transfer or otherwise dispose of, or mortgage or pledge, or impose
> or suffer to be imposed any Encumbrance on, in whole or in part, any of the
> IANA Intellectual Property without the prior written approval of the CCG,
> which shall not be unreasonably withheld.*
>
>
> While the transfer isn't to outside of the IETF Trust, we've tried to err
> on the side of compliance so we're writing to the CCG chairs.
>
>
> To be fully transparent, if you check in the US TM database, you'll see
> that the IANA TMs were transferred as part of a batch of transfers done for
> the IETF TMs held by the Trust.   Our sincere apologies for getting ahead
> of obtaining CCG approval, we had previously reviewed the IANA agreements
> related to re-assignment, but only on a recent re-review came across the
> specific need in Section 4.2 related to the CCG approval.     Now that we
> see the requirement, we are working to correct and comply.
>
>
> Current status of IANA IP: The IANA TMs transfers have been submitted to
> various TM regimes that they are registered in and some like the US have
> been processed.     The DNS Domains have not yet been transferred and the
> Trustees of the Virginia Trust are continuing their role as technical
> change approvers.
>
>
> To comply with our IANA agreement under section 4.2, the IETF Trust
> intends to send to the 3 CCG Chairs a formal transfer approval request for
> the IANA IP via Docusign.
>
>
> Since we've never done this sort of request with the CCG we don't have any
> past process for IETF Trust::CCG interaction to follow, hence this note.
>
>
> In terms of time, we'd like to resolve this as quickly as possible.  We're
> very near the end of the restructuring and we'd like to complete our asset
> transfers.
>
>
> Are there any questions that you have, or should we go ahead and send the
> notice over for signatures?
>
>
> Referenced Links:
>
>
> [1] https://trustee.ietf.org/documents/founding-documents/
>
> [2]
> https://trustee.ietf.org/about/community-consultation-on-restructuring-the-ietf-trust/
>
> [3]
> https://trustee.ietf.org/wp-content/uploads/Assignment-Agreement-2016-09-30-Executed.pdf
>
> [4]
> https://trustee.ietf.org/wp-content/uploads/Community-Agreement-2016-09-30-Executed.pdf
>
>
>
>
> Regards
>
> Glenn Deen,
>
> IETF Trust Chair
>
>
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