[tlp-interest] Re: tlp-interest Digest, Vol 64, Issue 4

[Calandrilli Dotson <[e-mail]>]

Is it saying they needed beneficiary or something like that?

On Wed, Oct 29, 2025, 8:08 AM <[e-mail]> wrote:

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>    1. Re: October 2025 Notice of Proposed Amendment to IETF IPMC Bylaws
>       (Brian E Carpenter)
>
>
>
> ---------- Forwarded message ----------
> From: Brian E Carpenter <[e-mail]>
> To: Jay Daley <[e-mail]>, IETF Trust <[e-mail]>
> Cc: [e-mail]
> Bcc:
> Date: Wed, 29 Oct 2025 20:03:55 +1300
> Subject: [tlp-interest] Re: October 2025 Notice of Proposed Amendment to
> IETF IPMC Bylaws
> 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
> >>
> >
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