[tlp-interest] Re: ALAC Position on the Proposed Amendment to IETF IPMC Bylaws

[Brian E Carpenter <[e-mail]>]

Russ, thanks for sending the text.

I have a few comments.

I've just refreshed my memory of the IETF Trust Agreement (both the original version that I signed in 2005, and the latest amended version) and confirmed what I thought: there is no reference whatever to IANA, ICANN or the IANA IPR. Specifically, the Schedule A list of "contributed IPR" does not include the IANA IPR. However, the fact that this IPR was subsequently assigned to the Trust seems to me irrevocable (of course IANAL), so it then became part of the IPR owned by the Trust, whose beneficiary is "the IETF as a whole and not any individuals who may participate in IETF activities or either of the Settlors."

I understand the ALAC's comment about the "failure to communicate with and get approval from the CCG before the IANA IPR was assigned from the Trust to the IPMC" but as far as I can see the CCG's *approval* is not required. Communication would have been good. What *is* required is that the Trust disposes of its IPR in a way that preserves the rights of its Beneficiary (the IETF as a whole). Clearly that obligation must be transferred to the Trust's successor, namely IETF IPMC.

For that reason I believe that some version of Article 4.1 of the IPMC's bylaws must be retained. Focussing on the ALAC's words:

"... the references to “Beneficiary” and “Settlors,” as well as the succession mechanism set out in Section 4.1, as they are inappropriate for these corporate bylaws and could have unintended consequences."

The whole purpose of the IPMC is to protect the IPR for the benefit of the IETF community, defined here as the "Beneficiary". That's completely appropriate. The broad definition of the IETF's successor is also appropriate. Not defining it would leave a loophole. I agree that the specific exclusion of the Settlors (CNRI and ISOC) is no longer appropriate; it was relevant in 2005, but no longer.

My conclusion is that Section 4.1 needs to be rewritten, using language that makes more sense in corporate bylaws. But I do disagree with one thing that Jay Daley wrote [1]. This *is* the place to define policy at a very general level ("for the benefit of the standards community"), but of course details should be determined by the community. Since IANAL, I will not propose draft text.

[1] https://mailarchive.ietf.org/arch/browse/tlp-interest/?gbt=1&index=JGAfh2yTyUfmyDlE8C7lfoSuHIM

Regards/Ngā mihi
    Brian Carpenter

On 11-Dec-25 10:03, Russ Housley wrote:
> I have been told that the tlp-interest mail list strips attachments, so I am sending the body of the attachement so the the nore is available to anyone with an interest.
> 
> Russ
> 
> = = = = = = = = = =
> 
> 4 December 2025
> 
> Greg Shatan, Hans Petter Holen, and Russ Housley
> IANA IPR Community Coordination Group Chairs
> 
> Re: ALAC Position on the Proposed Amendment to IETF IPMC Bylaws
> 
> Dear Greg, Hans Petter, and Russ,
> 
> On 02 October 2025, the IETF Intellectual Property Management Corporation (IPMC) Directors
> opened a public consultation period on the Proposed Amendment to IETF IPMC Bylaws. The
> At-Large Consolidated Policy Working Group reviewed the Proposed Amendment to IETF IPMC
> Bylaws and decided it would be in the interest of end users to write a letter to the IANA IPR
> CCG and explain the ALAC position on the Proposed Amendment to IETF IPMC Bylaws.
> Please find the ALAC comments below and consider sharing them with the IPMC Directors
> ([e-mail]) as appropriate.
> 
> 1.  The ICANN At Large Advisory Committee (ALAC) supports the revision of the IETF IPMC
> Bylaws as posted to the IETF IPMC website, subject to the IANA IPR Community Coordination
> Group (CCG) as a whole, as well as the IETF IPMC Directors (IETF Trustees) and their
> appointing bodies, agreeing to the same text.
> 
> 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.
> 
> On a related note, the ALAC supports the request by the IETF Administration LLC (on the
> IETF’s tlp-interest email list) to remove Section 4.1 of the Bylaws; the references to
> “Beneficiary” and “Settlors,” as well as the succession mechanism set out in Section 4.1, as
> they are inappropriate for these corporate bylaws and could have unintended consequences.
> The ALAC notes, however, that this deletion would require other changes to the Bylaws (e.g.,
> relating to other references to Beneficiary and Settlors), underlining the ALAC’s
> recommendation that the remaining issues with the Bylaws be resolved as soon as possible.
> 
> 2.  The ALAC wishes to note its disappointment with the manner in which this matter has been
> handled at certain points during the past two years. Specifically, the failure to communicate
> with and get approval from the CCG before the IANA IPR was assigned from the Trust to the
> IPMC was regrettable. This was compounded by the failure of the Trust to ensure that it
> thereafter had rights to the IANA IPRs sufficient to support its ongoing licenses of the IANA IPR
> to ICANN. The shortcomings of the IETF IPMC Bylaws as originally drafted (and only partially
> resolved by the pending amendments) were unfortunately consistent with these earlier
> missteps. In retrospect, it has also become clear that the Trust should have consulted the CCG
> before the creation of the IPMC itself, when the plan to transfer and “re-house” the IANA IPR
> was first being considered.
> 
> Sincerely,
> 
> Jonathan Zuck,
> Chair, At-Large Advisory Committee (ALAC)
> 
> = = = = = = = = = =
> 
> 
>> On Dec 8, 2025, at 10:47 AM, Russ Housley <[e-mail]> wrote:
>>
>> Sharing comments that were sent to the CCG to make the visible to the whole community.
>>
>> Russ
>>
>>
>>> From: Ozan Sahin <[e-mail]>
>>> Subject: ALAC Position on the Proposed Amendment to IETF IPMC Bylaws
>>> Date: December 4, 2025 at 4:05:39 PM EST
>>> To: "[e-mail]" <[e-mail]>, "[e-mail]" <[e-mail]>, "[e-mail]" <[e-mail]>
>>> Cc: "[e-mail]" <[e-mail]>, Jonathan Zuck <[e-mail]>, John Jeffrey <[e-mail]>, "ICANN At-Large Staff" <[e-mail]>
>>>
>>> Dear co-chairs of the IANA IPR CCG,
>>>   
>>> Please find attached a letter from the ALAC chair Jonathan Zuck regarding the ALAC Position on the Proposed Amendment to IETF IPMC Bylaws.
>>>   
>>> Best regards,
>>> ALAC support staff
>>>   
>> <ALAC Correspondence on Proposed Amendment to IETF IPMC Bylaws.pdf>
>>
> 
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