Ballot 116 – Bylaw Amendment for Associate Member Category(passed)

Ballot 116 – Associate Member Category Yea: ANF, Certinomis, DigiCert, GlobalSign, Izenpe, Logius PKIoverheid, OpenTrust, QuoVadis, SECOM Trust, SSC, StartCom, Symantec, Trend Micro, Trustis, WoSign, Microsoft, and Mozilla

Nay: None

Abstain: None

Results: Ballot passed

Ben Wilson of DigiCert made the following motion, and Dean Coclin from Symantec and Ryan Sleevi from Google endorsed it:

Motion Begins

In order to reconcile the CA/Browser Forum’s Bylaws with its current operational practices, including the recognition of Associate Members and the use of a single IPR Agreement with Interested Parties and the absence of a Participation Agreement, the following amendments should be made to the Bylaws:

1. In the first sentence of section 1.3, add “Associate Members” so that the sentence reads, “Forum Members, Associate Members, and Interested Parties must comply with the then-current IPR policy and all applicable antitrust laws and regulations during their Forum activities.”

2. Add a new subsection 3.1 to Section 3 titled “Associate Members” (and renumber subsequent subsections to subsections 3.2 and 3.3 accordingly) such that the new subsection 3.1 Associate Members reads, “The Forum may enter into associate member relationships with other organizations when the CA/Browser Forum determines that maintaining such a relationship will be of benefit to the work of the Forum. In the past, entities qualifying as Associate Members have included the AICPA/CICA WebTrust Task Force, the European Telecommunications Standards Institute, Paypal, the Internet Corporation for Assigned Names and Numbers, tScheme, the U.S. Federal PKI, and CAs applying for membership but awaiting full qualification under Section 2.1. Participation as an Associate Member is by invitation only. In order to become an Associate Member, an organization must sign a mutual letter of intent, understanding, or other agreement and the Forum’s IPR Agreement, unless this latter requirement is waived in writing by the Forum based on overriding policies of the Associate Member’s own organization IPR rules. Associate Members may attend face-to-face meetings, communicate with Forum Members on member lists, and access Forum wiki content. Associate Members are not entitled to vote except on special straw polls of the Forum (e.g. when selecting meeting dates, locations, etc.)”

3. In renumbered Section 3.2 Interested Parties,

Replace the first sentence by DELETING “Any person or entity that wishes to participate in the Forum as an Interested Party may do so by completing an enrollment form and Participation Agreement (completed and submitted manually or online) including name, affiliation (optional), and contact information, and by agreeing to the IPR Agreement attached as Exhibit B (indicating agreement by manual signing or a click-through agreement).” and INSERTING “Any person or entity that wishes to participate in the Forum as an Interested Party may do so by providing their name, affiliation (optional), and contact information, and by agreeing to the IPR Agreement attached as Exhibit A (indicating agreement by manual signing or digitally signing the agreement).”

Replace the word “Participation” in the last sentence with the word “IPR” so that the sentence reads, “Interested Parties are required to comply with the provisions of the IPR Agreement and these Bylaws. Interested Parties may lose their status as Interested Parties by vote of the Members, in the Members’ sole discretion.”

4. In the first sentence of section 5.4, add “and Associate Members” so that the sentence reads, “From time to time the Forum will hold Forum Teleconferences and Forum Meetings among the Members and Associate Members, who may participate in person or (where feasible) by teleconference.”

5. Replace the last sentence in Section 5.5 by DELETING “As a requirement for participation as an Interested Party, Interested Parties must execute and return to the Chair (or indicate their agreement by clicking through an online agreement) the IPR Agreement attached as Exhibit B.” and INSERTING “As a requirement for participation as an Associate Member or Interested Party, Associate Members and Interested Parties must execute and return to the Chair the IPR Agreement attached as Exhibit A.”

6. In the Definitions section, DELETE “Participation Agreement: An agreement that individuals or entities must agree to in order to participate in the Forum as Interested Parties. The current form of Participation Agreement is attached as Exhibit D.”

7. Remove Exhibits B and D and rename and renumber references to the Exhibits throughout as follows: Exhibit A – IPR Agreement and Exhibit B – Project Lifecycle.

Motion Ends

The review period for this ballot shall commence at 2200 UTC on Monday, 10 March 2014, and will close at 2200 UTC on Monday, 17 March 2014. Unless the motion is withdrawn during the review period, the voting period will start immediately thereafter and will close at 2200 UTC on Monday, 24 March 2014. Votes must be cast by posting an on-list reply to this thread.

A vote in favor of the motion must indicate a clear ‘yes’ in the response. A vote against must indicate a clear ‘no’ in the response. A vote to abstain must indicate a clear ‘abstain’ in the response. Unclear responses will not be counted. The latest vote received from any representative of a voting member before the close of the voting period will be counted. Voting members are listed here:

In order for the motion to be adopted, two thirds or more of the votes cast by members in the CA category and greater than 50% of the votes cast by members in the browser category must be in favor. Also, at least six members must participate in the ballot, either by voting in favor, voting against, or abstaining.

CA-Browser Forum Bylaws v. 1.1 for Ballot 116