[tlp-interest] Re: October 2025 Notice of Proposed Amendment to IETF IPMC Bylaws

[Olivier MJ Crépin-Leblond <[e-mail]>]

Dear IETF Trust / IETF IPMC,

This contribution constitutes my personal comments on the proposal to 
amend Bylaws of the IETF Intellectual Property Management Corporation 
(“IETF IPMC”) following recommendations that were received by the 
Community Coordination Group (“CCG”). My comments are made in good faith 
and without any responsibility on my side. Please note that I am not a 
lawyer.

I have followed the process from the sidelines initially from the 
perspective of the Names Community (I am active in ICANN At-Large), but 
also from the perspective of the defence of multistakeholder governance, 
which must yield documents supporting organisations that are ultimately 
robust and accountable. IMHO such “cleaning up” is valid across all I* 
organisations.

Whilst I have raised concerns about the IANA IPR transfer having taken 
place prematurely, I would rather work to make sure we do not commit 
mistakes today that could be exploited malevolently in the future.

However, as a preamble and in parenthesis, I would like to point out the 
lack of archived IETF Trust minutes recording the agreeing/signing of 
the current IETF Trust Agreement. Formal records for agreeing the 
current Trust Agreement at the Trustee Meeting of 6 November 2018 are 
missing. It is imperative that the IETF Trust should take corrective 
action to source these missing minutes as there needs to be a record of 
the approval of the third Trust Agreement. The IETF Trust should also 
make sure that in the future every meeting is diligently minuted, 
including recording its Action Items. This is of course also valid for 
the IETF IPMC.

Back to the matter at hand, my comments follow.

I fully support the proposed amendments as listed in the present 
consultation.

I also fully support the proposal made by Jay Daley for the IETF 
Administration LLC, removing Section 4.1 altogether.

However, the current changes are only a part of the whole picture. Part 
of the review of the IPMC Bylaws was initiated by me when I noticed a 
number of discrepancies and errors that required urgent attention. I do 
not think that these amendments go far enough and the necessary 
corrective action needs to be taken.

I point you to the following:

When our colleague Greg Shatan (“Greg”) from the Names Community 
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.” – /as quoted from Greg’s email.

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 – a 
subset of all of the concerns raised. This forms the basis of the 
present consultation.

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.*

*

I should add, before going through each recommendation, that I hope that 
none of them are controversial. They just make sense and now is a 
perfect opportunity to add them to the list of amendments.


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 it makes the Bylaws harder to read and 
easier to miss defining some specific terms. A tidy up of the 
“definitions” should benefit the structural integrity of the Bylaws.

However, some current definitions are *erroneous*:
/"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/ )

This needs to be corrected.

C. Wrong placement of a clause – a simple amendment?

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, thus I agree 
with Greg’s proposal.

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. "/

The suggestion is also made to 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 raise the bar for Accountability.

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. " --- I agree - as Greg 
says "it is common to avoid fraud or just bad unilateral decisions".

He also proposes adding this clause to 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."/

This is sensible.


_Conclusion_

I am seeking to include certain issues that were not addressed in the 
current round of proposed Bylaw amendments. Since each amendment 
requires a full 60‑day IETF consultation, it would seem more efficient 
to incorporate all necessary changes at once. If the current proposals 
are adopted without these points included, would a new 60‑day 
consultation will be legally required for subsequent amendments?

Given the time already invested and the urgency of completing the 
transfer, I am concerned that without a clear commitment to address the 
remaining amendments within a defined timeframe, important improvements 
to the Bylaws may never be implemented.

If the changes I have outlined above were not to be accepted in the 
current batch of amendments to the IETF IPMC Bylaws, I would propose 
that any transfer of IANA IPR from the IETF Trust to the IETF IPMC be 
conditional on the above amendments being effected within an agreed time 
period, with clear consequences stipulated if the conditions are not 
satisfied within the prescribed timeframe.

I also note recommendations from the Community that the Community 
Coordination Group (CCG) should have a framework by which it will meet 
regularly so as to avoid the situation we had in the current instance, 
whereas after years of silence, an email was sent and it took an 
unreasonable amount of time to get the ball rolling with all Parties.

Finally, I am also aware of the process taking place outside the current 
consultation, which involves the Internet Draft - 
https://datatracker.ietf.org/doc/draft-deen-ietf-ipmc-update/

I should remind everyone to make sure that in any documentation 
pertaining to the transfer of responsibilities from the IETF Trust to 
the IETF IPMC, this is not a “restructuring” of the IETF Trust to the 
IETF IPMC. The proposal is to close the Virginia Trust and to open a 
brand-new Delaware entity. There is a transfer of assets and 
responsibilities between two different legal entities. Please confirm 
that this point is agreed, understood and reflected in all pertaining 
documentation.

Again - all of the above views are my own personal opinions given in 
good faith, without responsibility and confirming that I am not a lawyer.

Kindest regards,

Olivier Crépin-Leblond



On 06/10/2025 18:25, The IETF Trust wrote:
> October 2025 Notice of Proposed Amendment to IETF IPMC Bylaws
>
> The IETF Intellectual Property Management Corporation (IPMC) Directors are considering adopting a proposed set of amendments to the IETF IPMC bylaws.
>
> As required by the IETF IPMC bylaws, these amendments are undergoing a 60 day notice following the requirements of the current IETF IPMC bylaws “Article XII Amendments” before the IETF IPMC Directors can vote to adopt any proposed amendments.
>
> This 60-day notice is being sent to bodies that appoint the 5 IETF IPMC Directors (IETF Trustees) -  the IESG, IETF NOMCOM, ISOC Board of Trustees, and announced more broadly through the IETF-Announcements list.
>
> The proposed amended bylaws, dated October 2 2025, have been published by the IPMC in both redline and in clean version along with the current active IPMC bylaws on the IPMC web site (https://www.ietf-ipm.org/)
>
> Links to IPMC bylaws:
> Current Active Bylaws:
>          https://www.ietf-ipm.org/uploads/IPMC-bylaws.pdf 
> Redline Proposed Bylaws:
>          https://www.ietf-ipm.org/uploads/Oct25_Proposed_Amended_Bylaws_REDLINE.pdf
> Clean Proposed Bylaws:
>          https://www.ietf-ipm.org/uploads/Oct25_Proposed_Amended_Bylaws_CLEAN.pdf
>
>
> Summary of Proposed Amendments:
>
> The Proposed Amendments cover three purposes:
>
> 1. Final Corporate Name
> -------------------------------
> Update the corporation’s name in the bylaws to reflect the final approved name of the organization.  At the time of original filing the bylaws, continuing to use IETF Trust as the corporate name had been approved by the State of Delaware, but this was later reversed resulting in the final name choice being the IETF Intellectual Property Management Corporation.
>
> 1. All uses of the name IETF Trust as the organization name in the bylaws have been changed to IETF Intellectual Property Management Corporation or IETF IPMC, reflecting the final registered name of the IETF Trust’s successor.
>
> 2. The term Trustee has been changed to Director.
>
> 2. ARTICLE Re-Numbering & Internal Cross-Reference Validation
> --------------------------------------------------------------
>
> Correcting a misnumbering of Article sections in the late half of the bylaws and internal cross reference citations, which are believed to have occurred due to import and export across document formats (DOCX/Google Docs) and interactions with automated numbering along with manual fix-ups during formatting.   All Articles and citations have been reviewed and revalidated, correcting as appropriate.
>
> 3. The current IPMC bylaws have misnumbered ARTICLES starting at Article VI.   The Amended bylaw proposal has had all ARTICLE numbering reviewed and correctly renumbered, including clause labels.
>
> 4. Related to the renumbering of Articles and automated numbers, all cross references and citations in the bylaws to Sections and Articles have been reviewed, validated and corrected as appropriate.
>
> 3. NEW language specific to the IANA IPR held by the IETF Trust
> ---------------------------------------------------------------
>
> In addition to the IETF IP Assets held by the IETF Trust, the IETF Trust also holds Trademarks and DNS Domain name IP Assets for the IANA.   These assets were transferred to the IETF Trust under a set of agreements [3] (https://trustee.ietf.org/iana-ipr/) between the IETF Trust and the Protocols, Names and Numbers communities and ICANN in 2016.
>
> These Proposed Amendments add new language into the IETF IPMC Bylaws to recognize the help IANA IPR and the Community Agreement [4] role with regard to it.
>
> 5. Add to Section 3.16 extending the annual reporting requirement to the IETF to also include annual reporting to the CCG.
>
> 6.  Amend the bylaws to add new language to Article IV: ASSETS to recognize the held IANA IPR assets and  the role of the Community Agreement with regard to these assets.
>
> 7.  The proposed amended bylaws now contain the new section 4.10 IANA IPR containing terms from the triggered Community Agreement Section 4.4.
>
> Background: Under the terms of the Community Agreement [4] with the IETF Trust, the Community Agreement clause 4.4, the IANA CCG (Cross Community Group) has submitted the request to add IANA IPR Terms which asks additions to the IETF Trust Agreement specific for IANA IPR.    As the IETF IPMC is the successor to the IETF Trust the IPMC Directors are hereby applying  this request to the IPMC Bylaws instead of the IETF Trust Agreement.
>
>
>
>
>
> IETF IPMC 60 Day Bylaw Notice Amendment Process:
>
> This notice is being sent to the IESG, IAB, IETF NOMCOM, ISOC BoT and to the IETF-Announcement list.  The IETF IPMC Directors will hold a vote on adoption no earlier than 60 days from the publication of this notice.
>
> Given that no structural or organizational changes are being made, this is following the required 60 day notice process and not a broader consultation such as was done around the IETF Trust restructuring.
>
> Submitting Comments:
>
> Concerns or objections to adopting any portion of these amendments, should be communicated to the IPMC Directors within the 60 day notice period.  Such comments may be sent directly to the IPMC Directors ([e-mail]) or to the public [e-mail].
>
> Helpful Links:
>
> [1] Current IETF IPMC Bylaws
> https://www.ietf-ipm.org/uploads/IPMC-bylaws.pdf 
>
> [2] Proposed Amended IPMC Bylaw drafts
> https://www.ietf-ipm.org/uploads/Oct25_Proposed_Amended_Bylaws_REDLINE.pdf
> https://www.ietf-ipm.org/uploads/Oct25_Proposed_Amended_Bylaws_CLEAN.pdf
>
> [3] IANA IPR Agreements from 2016 with IETF Trust
> https://trustee.ietf.org/iana-ipr/
>
> [4] IANA IPR Community Agreement
> https://trustee.ietf.org/wp-content/uploads/Community-Agreement-2016-09-30-Executed.pdf
>
>
> This is also being announced on the IETF IPMC web sitehttps://www.ietf-ipm.org/
> ---
>
> Comments may be directed [e-mail].
>