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

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

In line...
On 29-Oct-25 08:39, Jay Daley wrote:
> Dear IETF Trust/IETF IPMC
> 
> This feedback is provided by the IETF Administration LLC (IETF LLC) in response to the 60 day notice period of changes to the bylaws of the IETF Intellectual Property Management Corporation (IETF IPMC).
> 
> The IETF LLC supports the proposed changes and looks forward to the transition from the IETF Trust to the IETF IPMC.
> 
> In addition to the changes proposed, the IETF LLC recommends two further changes as set out below.
> 
> 
> 1. Commitment to comply with IETF BCPs
> 
> For the IANA Intellectual Property (IP) held by the IETF Trust, there is a contract between the IETF Trust and the many parts of the ICANN community, including the IETF that defines the policy around that IP.  After the adoption of these new bylaws and the transfer of the IANA IP to the IETF IPMC, this contract will be directly referenced in the IETF IPMC bylaws, ensuring the highest level of protection for the IANA IP.
> 
> In contrast, the IETF IP is held by the IETF Trust/IETF IMPC without any contract governing its use by the IETF Trust/IETF IMPC and without any other binding commitment to follow IETF policy with regards to the use of this IP.
> 
> The IETF LLC believes that IETF IP requires the same level of protection as IANA IP.  As the IETF sets its policies in BCPs not contracts, we recommend that this protection is best achieved by a commitment in the IETF IPMC bylaws to comply with IETF BCPs, as far as legally possible.

Yes!

> 
>   
> 2. Removal of language effectively setting policy for IETF IP
> 
> The bylaws include the following as section 4.1 Use of Assets:
> 
>> The Assets shall be used for the benefit of the IETF as a whole, subject, with regard to the IANA IPR, to the Community Agreement, and not any individuals who may participate in IETF activities or either of the Settlors. In the event that the IETF ceases to, or plans to cease to, develop technical standards for the Internet, then upon and only upon the express written consent of the IESG, or the IESG’s successor as the leadership of the IETF, the IETF’s successor with respect to the development of technical standards for the Internet shall become the successor Beneficiary under this Corporation; provided that neither of the Settlors nor any affiliate of either Settlor shall become such successor organization or successor Beneficiary, and provided, further, that if either the IESG or its successor does not consent to the IETF’s successor becoming the Beneficiary hereunder, or if neither the IESG nor its successor are then existing, the successor Beneficiary shall be jointly designated by the Settlors.
> 
> This section is, as others have commented, inappropriate for corporate bylaws as corporations do not have beneficiaries or settlors and including this may therefore cause unintended consequences.  More importantly though, this is overriding the IETF’s ability to set its own policy for how its IP is used.  The IETF LLC therefore recommends that this section be removed in its entirety and that the use of the assets be governed by IETF’s BCPs, as described above.

Yes, that's a good catch. The Settlors were an important factor when the Trust was set up under Virginia law, but as long as the Trust follows its own rules carefully while transferring its assets to IETF IPMC, I don't why they would figure at all in the IPMC by-laws.

Possibly some version of this paragraph needs to survive, but with all mention of the Settlors removed. Assuming a commitment to adhere to relevant BCPs is added as suggested above, a clause about what happens to the assets if the IETF ceases to exist would be appropriate.

"In the event that the IETF ceases to, or plans to cease to, develop technical standards for the Internet, then upon and only upon the express written consent of the IESG, or the IESG’s successor as the leadership of the IETF, the IETF’s successor with respect to the development of technical standards for the Internet shall determine future policy for the management of the assets held by IPMC."

Regards
     Brian

> 
> kind regards
> Jay
> 
> 
>> On 4 Oct 2025, at 09:48, The IETF Trust <[e-mail]> 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 list [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 site https://www.ietf-ipm.org/
>> ---
>>
>> Comments may be directed to [e-mail].
>>
>> -- 
>> Glenn Deen, IETF IPMC President on behalf of the IPMC Board
>>
>