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

[Glenn Deen <[e-mail]>]

Hi Greg,

Any update to share?

regards
Glenn

On Thu, Feb 20, 2025 at 2:29 PM Greg Shatan <[e-mail]> wrote:

> Russ,
>
> It's been difficult to get a quorum for a meeting of the Names team, so I
> want to try to close the deal via email instead. I am going to jumpstart
> the online discussion among the CCG Names reps tonight and push toward
> consensus in the next week to 10 days (i.e., before Seattle).  I will keep
> you all posted.
>
> Greg
>
> On Mon, Feb 17, 2025 at 12:35 PM Russ Housley <[e-mail]>
> wrote:
>
>> Greg:
>>
>> Another 10 day has passed in silence.  Please share with the whole CCG
>> what is going on.
>>
>> Russ
>>
>>
>> On Feb 6, 2025, at 9:47 AM, Russ Housley <[e-mail]> wrote:
>>
>> Greg:
>>
>> We want to do things by consensus.  However, that seems elusive at this
>> point.
>>
>> The agreement that established the CCG is here:
>>
>> https://trustee.ietf.org/wp-content/uploads/Community-Agreement-2016-09-30-Executed.pdf
>>
>> Each of the  three communities has them own procedures.  The protocol
>> parameter community wrote their procedures down in RFC 8090. Does the name
>> community has a similar document?  Can you please point me to it?
>>
>> Section 2.4 says that the CCG shall adopt, by consensus, its own
>> operational rules and procedure ...  In the past, we have always been able
>> to reach consensus.  Now, it appears that we need them.
>>
>> Russ
>>
>>
>> On Jan 12, 2025, at 1:49 PM, Greg Shatan <[e-mail]> wrote:
>>
>> HI,
>>
>> Sorry, this got buried during the holidays. I will organize a call of the
>> Names Community representatives ASAP and hopefully we will be able to
>> respond in the affirmative shortly.  I will keep you posted.
>>
>> Best regards,
>>
>> Greg
>>
>> On Tue, Jan 7, 2025 at 16:18 Glenn Deen <[e-mail]> wrote:
>>
>>> I'm not trying to be antagonistic but this is a decision which does need
>>> to be resolved.   We have been waiting since last June/July 2024 for an
>>> answer.
>>>
>>> Here's a possible path to move forward -
>>>
>>> Citing the agreement that is the foundation for this discussion. so we
>>> are focusing on the details:
>>> https://trustee.ietf.org/wp-content/uploads/Community-Agreement-2016-09-30-Executed.pdf,
>>> the clause behind the Trust seeking permission is 4.2 which states:
>>>
>>> 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. *
>>>
>>> So let me ask, and I'm not doing this in anyway as a posturing exercise
>>> but entirely as a reframing of what it is being asked of the CCG to see if
>>> it helps move decision making along:
>>>
>>> If coming to consensus is proving too difficult to close on across
>>> all communities, does it in any way make it easier to ask the alternate
>>> form of the question that is in Section 4.2 - which is the question:  "Does
>>> the CCG have a reasonable reason to withhold its approval?"   This is
>>> highlighting an important part of the 4.2 clause that was included in the
>>> signed agreement that was intended to help resolve just the sort of problem
>>> we may have reached here.
>>>
>>> Is there a reasonable reason for the CCG to withhold approval of the
>>> transfer from the IETF Trust to the IETF Intellectual Property Management
>>> Corporation run by the same appointees, appointed through the same bodies
>>> and following the same agreements to protect the IANA IPR as did the IETF
>>> Trust?
>>>
>>> In the absence of such a reason the clause would seem to suggest that
>>> the written consent should be provided.
>>>
>>> Again, this is in the interest of finding a path to move as we seem to
>>> have become stalled.
>>>
>>> -glenn
>>>
>>>
>>>
>>> regards,
>>>
>>> Glenn
>>>
>>> On Tue, Jan 7, 2025 at 12:15 PM [e-mail] <
>>> [e-mail]> wrote:
>>>
>>>> I am not aware of an approach to seek consensus of the names community.
>>>>
>>>>
>>>> CW
>>>>
>>>>
>>>> On 7 Jan 2025, at 19:36, Russ Housley <[e-mail]> wrote:
>>>>
>>>> Greg:
>>>>
>>>> Happy New Year!
>>>>
>>>> Were the CCG members from the names community able to reach consensus?
>>>>
>>>> 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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>>>>
>>
>>