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

[Greg Shatan <[e-mail]>]

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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>>>
>>>
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>>>
>>>
>>>
>
>