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

[Glenn Deen <[e-mail]>]

Section 4.2 especially!

On Fri, Dec 12, 2025 at 12:32 PM Russ Housley <[e-mail]> wrote:

> Brian:
>
> Please look here: https://trustee.ietf.org/iana-ipr/
>
> Follow the link to the IANA IPR Community Agreement.  In that agreement,
> the IETF Trust agrees to consult with the CCG before taking actions on
> "matters concerning the IANA Intellectual Property".  It has a list of the
> actions that are explicitly covered.
>
> Russ
>
>
> On Dec 11, 2025, at 3:17 PM, Brian E Carpenter <
> [e-mail]> wrote:
>
> 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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