I didn't think that was the intention, but we don't actually have an agenda. Since I didn't call for the meeting I'm not sure what the agenda ought to be, but given the late date I might suggest, "How do we get this completed in time?" might be the main topic. For that reason, it might be helpful to have RIR people there if any can make it, if only to try to get this all nailed down. A On Thu, Jul 21, 2016 at 01:08:11PM +0400, Alan Barrett wrote:

I understand that this call involves only ICANN/CWG and IETF/IETF Trust people, and not RIR people. Is that correct?

Alan Barrett

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-- Andrew Sullivan ajs@anvilwalrusden.com

Good points. The primary purpose / intention of the meeting was to provide an opportunity to discuss any trust related issues directly with those most familiar with the trust i.e. trustees and legal advisors. That said, once we have dealt with the above, there is no reason not to have a form of general update as to where we are with the issues such as those highlighted by Alan previously and Jari below. Let's see if we can reasonably accommodate (time permitting) both of the above. Jonathan -----Original Message----- From: Jari Arkko [mailto:jari.arkko@piuha.net] Sent: 21 July 2016 10:23 To: Andrew Sullivan <ajs@anvilwalrusden.com> Cc: iana-ipr@nro.net Subject: Re: [Iana-ipr] Call next week for IANA IPR

I didn't think that was the intention, but we don't actually have an agenda. Since I didn't call for the meeting I'm not sure what the agenda ought to be, but given the late date I might suggest, "How do we get this completed in time?" might be the main topic. For that reason, it might be helpful to have RIR people there if any can make it, if only to try to get this all nailed down.

+1 we might also start with 1. how to get to completion (maybe per alan's earlier writeup) 2. next steps and issues for community agreements 3. next steps and issues for icann->trust IPR transfer 4. next steps and issues for trust->pti IPR license 5. aob Jari _______________________________________________ Iana-ipr mailing list Iana-ipr@nro.net https://www.nro.net/mailman/listinfo/iana-ipr

Andrew, I think you're missing the original reason that this meeting was requested by CWG, which was to have a call between "IETF Trustees and Names reps" to go over a number of questions/points of information that the Names reps and counsel would like to clarify with representatives of the IETF Trustees. This should be the first item on the agenda. We've been working with counsel to prepare that list of questions, and it should be ready to share very shortly today. There should still be room for the rest of the items you mention, though I have a hard stop after an hour. On agenda item 2 in your email, we have also prepared revised versions of the Community Agreement and License Agreement that are almost ready to be circulated. However, there are a few open items in our draft that relate to the questions/information mentioned above, and we wanted to have that discussion first, and then modify the drafts based on what we've learned from the call. I would expect us to be able to turn the draft back to the IETF Trust and the other communities within 24-48 hours after tomorrow's call. (Note that I am promising other people's work to some extent, but I still think my expectations are realistic.) On agenda item 1 in your email, I think the issues are probably best identified in our drafts (rather than cobbling together an issues list), though I think several of them should come up in the discussion mentioned in my first paragraph (and some may well be resolved by that discussion). Best regards, Greg On Mon, Jul 25, 2016 at 2:33 PM, Andrew Sullivan <ajs@anvilwalrusden.com> wrote:

Hi,

Here's what I think the agenda is for tomorrow:

1) Draft contract discussions: a. Are there issues? (What are they?) b. For any issues identified, who needs to go hammer on them? (I'm proposing we not try to do that on the call, or we'll run out of time.)

2) Status of the evaluation of draft agreements in communities.

3) Date pressure: we need to ship a final set for community comment by NN August, where NN<12 (Ray Pelletier previously and I think correctly suggested 12 at the latest). We have to have agreements in place by 30 Sept, so closing any public comment by 15 Sept seems necessary so that we have time to hammer out a compromise if it's needed. Otherwise, the transition fails. We're on the critical path.

4) next steps.

Any other items?

A

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I expect to have it out in 15 minutes. Greg On Mon, Jul 25, 2016 at 3:38 PM, Andrew Sullivan <ajs@anvilwalrusden.com> wrote:

On Mon, Jul 25, 2016 at 03:10:02PM -0400, Greg Shatan wrote:

...

I think you're missing the original reason that this meeting was requested by CWG, which was to have a call between "IETF Trustees and Names reps" to go over a number of questions/points of information that the Names reps and counsel would like to clarify with representatives of the IETF Trustees.

So,

0) Issues raised by CWG?

The difficulty, of course, is that we don't actually _have_ that list, so it'll be hard to produce answers. Any clue how much later today? I had some tentative plans for end-of-workday that I could just insert now so I could review those issues later, but if "later" is "20:00 EDT" it'll probably be too late -- my body is still convinced I'm in Germany.

A

-- Andrew Sullivan ajs@anvilwalrusden.com

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Hi, Here are some answers to the questions, to get started. I.1.a. The IETF Trust is made up of Trustees, all of whom are also IAOC members (that's how you become a Trustee). There are several ways that IAOC members get appointed. The IETF Adminsitrative Director is a non-voting member the IAOC (as IAD). The IAD is the only person who is employed full time with direct responsibility to the IETF; the IAD is evaluated by the IAOC, though nomimally is an employee of ISOC. The IETF Chair is a member of the IAOC _ex officio_ IETF Chair. The IAB Chair is a member of the IAOC _ex officio_ IAB Chair. The President and CEO of ISOC is a member of the IAOC _ex officio_ ISOC President. There is a member of the IAOC that is appointed by the Internet Engineering Steering Group (the collection of all of the Area Directors of the IETF). There is another member of the IAOC that is appointed by the IAB. There is a member of the IAOC that is appointed by the ISOC Board of Trustees. The other IAOC members (currently 2 more) are appointed by the IETF NomCom. The Trust exists to hold certain intellectual property related to the Internet. Originally it was created more or less specifically to hold the IPR for things that are of relevance to the IETF, so that's why we believed it was ok to hold this IPR too on behalf of the wider Internet community. I.1.b. The Trust is to maintain and defend the IPR of the IETF. The IETF appoints 6 of the IAOC members (and therefore 6 of the Trustees) either directly or indirectly. I.1.c. ISOC is the organizational home of the IETF (because the IETF is unincorporated, actions that require an IETF contractual relationship are handled by ISOC). Effectively, ISOC also works as a kind of bank account -- it provides the handling of most of our money, and currently provides approximately 1/3 of the IETF annual operating budget (the other 2/3 are related to meetings. ISOC handles that money, but in a pass-through manner). Apart from the ISOC members (and therefore Trustees) that ISOC appoints, and some services that ISOC provides to the Trust (like financial statements for expenses relating to the Trust), there is no formal relationship between ISOC and the Trust. I 1.d. I'm not sure I understand this question except as was answered in (c). The IAB provides advice to ISOC BoT, and since the IAB is a committee of the IETF I suppose that's another responsibility. 2. The community. The Trust reports on its activities regularly, and most of the Trust membership could be removed through appropriate recall efforts were that to be necessary. 3. See (1). This depends in part on the appointing body. Most serve in renewable terms of 2 years. The IAB chair is an annual appointment, so that appointment could normally change every year. In practice it has never happened that the IAB chair changed after only a year. 4. Yes. Every Trustee, when they join, is required to do this. 5. Yes. Legal issues are documented beneath https://iaoc.ietf.org/subpoenas.html. 6.a. Either once or twice a month, depending on the quantity of business. 6.b. Mostly by teleconference, but also in person at IETF meetings and at one annual retreat. 6.c. There is an agenda, but it is not generally circulated to date. Community members can and do raise issues with the Trust which then get treated at a future meeting. 6.d. No. The Trust generally deals with legal matters, and to preserve privilege the meetings are not open. 6.e. Minutes are published at http://trustee.ietf.org/minutes.html. II 1. The IETF has requested no compensation for this. 2.a. (i and ii) The IETF Trust pays this out of its normal operating expenses. Historically, the accounting was handled a little informally, with expenses not always carefully distinguished between IETF and Trust expenses. In anticipation of the new responsibility and the additional transparency likely to be desirable, the Trust has begun accounting its finances separately (this is recently instututed). 2.b. (i and ii) The IETF's budget is tiny. We're prepared to look after these expenses, but if the community decided that the Licensee should contribute some money to offset the expenses we're pretty unlikely to refuse it. We are not planning for it, however. 2.c. and d. (i and ii) I'd prefer to defer to Jorge on these. 3. My understanding -- but we should clarify this with counsel -- is that the Trust does in fact have the authority to act unilaterally, in keeping with its duties as the owner of the Marks or domains whenever it apprehends that it must act in the interests of the maintenance of the Mark or domain name in question. Our intention, however, in the Community Agreement was to undertake all possible provision for acting in keeping with and subject to the relevant community's (or communities') wishes, in so far as trademark and domain name law and jurisprudence permit that. 4. My understanding -- and again, this needs to be clarified with counsel -- is that a Mark holder _must_ retain that independent right, or it's not really the holder of the Mark. 5. I defer to Jorge on this. 6.a. I do not believe this is possible, because I think it would require modifications to the Trust Agreement that cannot be undertaken as a practical matter. If this is a requirement, then the IETF Trust can't receive the IPR, and we'll need to find another way to satisfy the requirements of the transition proposal. I confess I find it pretty hard to see how that is going to happen in time for the deadline. 6.b. I want to consult with Jorge first, but in principle I'm not opposed to this so long as it is possible to protect the rest of the Trust's activities and so long as this does not involve the original settlors. If it does, I must say, then I do not believe it is possible. 7. Good question. I note that if this happens, we have other problems (like for instance that the status of the body that produces all the protocols on the Internet is apparently "in trouble"), so it seems like a low-probability situation in the horizon of the transition. I wonder whether something in the community agreements involving post-transition negotiation over this issue would be enough to put this issue to rest before September, because this appears to create thorny questions about the supervision of the post-dissolution body that are quite similar to the same questions we'd need to answer to set up an independent trust now. One final note: I think it bears repeating that the Trust did not go looking for this job, but has offered to do it as a service to the community. I think it's important to ask how valuable the IPR we're defening is compared to the value of the transition itself. A On Mon, Jul 25, 2016 at 04:04:12PM -0400, Greg Shatan wrote:

All,

Here are the questions/discussion items for the IETF Trust to be covered in tomorrow's call, in Word and PDF form (somewhat confusingly, the PDF title begins with "Microsoft Word"...).

Based on this email string, I would suggest the following agenda:

1. Q & A / Discussion on the IETF Trust

2. Mechanics - Process & Timeline

a. Status of review/revision of draft agreements

b. Timing

c. Next steps

3. AOB

I look forward to the call.

Best regards,

Greg

On Mon, Jul 25, 2016 at 3:50 PM, Greg Shatan <gregshatanipc@gmail.com> wrote:

...

I expect to have it out in 15 minutes.

Greg

On Mon, Jul 25, 2016 at 3:38 PM, Andrew Sullivan <ajs@anvilwalrusden.com> wrote:

...

On Mon, Jul 25, 2016 at 03:10:02PM -0400, Greg Shatan wrote:

...

I think you're missing the original reason that this meeting was requested by CWG, which was to have a call between "IETF Trustees and Names reps" to go over a number of questions/points of information that the Names reps and counsel would like to clarify with representatives of the IETF Trustees.

So,

0) Issues raised by CWG?

The difficulty, of course, is that we don't actually _have_ that list, so it'll be hard to produce answers. Any clue how much later today? I had some tentative plans for end-of-workday that I could just insert now so I could review those issues later, but if "later" is "20:00 EDT" it'll probably be too late -- my body is still convinced I'm in Germany.

A

-- Andrew Sullivan ajs@anvilwalrusden.com

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-- Andrew Sullivan ajs@anvilwalrusden.com

Andrew, Thanks, this is very helpful. Just to clarify a couple of acronyms for the perplexed, as they read this: *IAOC*. I know that to be the IETF Administrative Oversight Committee, but I'm just confirming that for the sake of other readers. I see from the IETF website that the IAOC "is responsible for the fiscal and administrative support of the IETF standards process, is housed within the Internet Society, and is a part of IASA." I see from RFC 4071 that IASA is the "IETF Administrative Support Activity." RFC 4071 describes IASA as follows: "The IETF Administrative Support Activity (IASA) provides the administrative structure required to support the IETF standards process and to support the IETF's technical activities." Both the IAD and IAOC are part of IASA. https://www.ietf.org/rfc/rfc4071.txt *IAB*. I know that to be the Internet Architecture Board. The IAB website describes the IAB as follows: "The Internet Architecture Board provides long-range technical direction for Internet development, ensuring the Internet continues to grow and evolve as a platform for global communication and innovation." The IAB appears to be both a committee of the IETF and performs an oversight function as well (but here I'm getting into deeper water, so I'll ask for clarification of how IAB fits. Since you are Chair of the IAB that should be relatively easy....). Is this correct (other than the part where I ask for further clarification of how IAB fits)? Thanks! Greg On Mon, Jul 25, 2016 at 5:21 PM, Andrew Sullivan <ajs@anvilwalrusden.com> wrote:

I should have noted more carefully: the "to get started" means that these are not definitive and haven't been reviewed by anyone else. This is based on what I know, and is subject to correction (especially by counsel). IANAL, YMMV, &c.

A

On Mon, Jul 25, 2016 at 05:19:34PM -0400, Andrew Sullivan wrote:

...

Hi,

Here are some answers to the questions, to get started.

I.1.a. The IETF Trust is made up of Trustees, all of whom are also IAOC members (that's how you become a Trustee). There are several ways that IAOC members get appointed.

The IETF Adminsitrative Director is a non-voting member the IAOC (as IAD). The IAD is the only person who is employed full time with direct responsibility to the IETF; the IAD is evaluated by the IAOC, though nomimally is an employee of ISOC.

The IETF Chair is a member of the IAOC _ex officio_ IETF Chair.

The IAB Chair is a member of the IAOC _ex officio_ IAB Chair.

The President and CEO of ISOC is a member of the IAOC _ex officio_ ISOC President.

There is a member of the IAOC that is appointed by the Internet Engineering Steering Group (the collection of all of the Area Directors of the IETF).

There is another member of the IAOC that is appointed by the IAB.

There is a member of the IAOC that is appointed by the ISOC Board of Trustees.

The other IAOC members (currently 2 more) are appointed by the IETF NomCom.

The Trust exists to hold certain intellectual property related to the Internet. Originally it was created more or less specifically to hold the IPR for things that are of relevance to the IETF, so that's why we believed it was ok to hold this IPR too on behalf of the wider Internet community.

I.1.b. The Trust is to maintain and defend the IPR of the IETF. The IETF appoints 6 of the IAOC members (and therefore 6 of the Trustees) either directly or indirectly.

I.1.c. ISOC is the organizational home of the IETF (because the IETF is unincorporated, actions that require an IETF contractual relationship are handled by ISOC). Effectively, ISOC also works as a kind of bank account -- it provides the handling of most of our money, and currently provides approximately 1/3 of the IETF annual operating budget (the other 2/3 are related to meetings. ISOC handles that money, but in a pass-through manner). Apart from the ISOC members (and therefore Trustees) that ISOC appoints, and some services that ISOC provides to the Trust (like financial statements for expenses relating to the Trust), there is no formal relationship between ISOC and the Trust.

I

1.d. I'm not sure I understand this question except as was answered in (c). The IAB provides advice to ISOC BoT, and since the IAB is a committee of the IETF I suppose that's another responsibility.

2. The community. The Trust reports on its activities regularly, and most of the Trust membership could be removed through appropriate recall efforts were that to be necessary.

3. See (1). This depends in part on the appointing body. Most serve in renewable terms of 2 years. The IAB chair is an annual appointment, so that appointment could normally change every year. In practice it has never happened that the IAB chair changed after only a year.

4. Yes. Every Trustee, when they join, is required to do this.

5. Yes. Legal issues are documented beneath https://iaoc.ietf.org/subpoenas.html.

6.a. Either once or twice a month, depending on the quantity of business.

6.b. Mostly by teleconference, but also in person at IETF meetings and at one annual retreat.

6.c. There is an agenda, but it is not generally circulated to date. Community members can and do raise issues with the Trust which then get treated at a future meeting.

6.d. No. The Trust generally deals with legal matters, and to preserve privilege the meetings are not open.

6.e. Minutes are published at http://trustee.ietf.org/minutes.html.

II

1. The IETF has requested no compensation for this.

2.a. (i and ii) The IETF Trust pays this out of its normal operating expenses. Historically, the accounting was handled a little informally, with expenses not always carefully distinguished between IETF and Trust expenses. In anticipation of the new responsibility and the additional transparency likely to be desirable, the Trust has begun accounting its finances separately (this is recently instututed).

2.b. (i and ii) The IETF's budget is tiny. We're prepared to look after these expenses, but if the community decided that the Licensee should contribute some money to offset the expenses we're pretty unlikely to refuse it. We are not planning for it, however.

2.c. and d. (i and ii) I'd prefer to defer to Jorge on these.

3. My understanding -- but we should clarify this with counsel -- is that the Trust does in fact have the authority to act unilaterally, in keeping with its duties as the owner of the Marks or domains whenever it apprehends that it must act in the interests of the maintenance of the Mark or domain name in question. Our intention, however, in the Community Agreement was to undertake all possible provision for acting in keeping with and subject to the relevant community's (or communities') wishes, in so far as trademark and domain name law and jurisprudence permit that.

4. My understanding -- and again, this needs to be clarified with counsel -- is that a Mark holder _must_ retain that independent right, or it's not really the holder of the Mark.

5. I defer to Jorge on this.

6.a. I do not believe this is possible, because I think it would require modifications to the Trust Agreement that cannot be undertaken as a practical matter. If this is a requirement, then the IETF Trust can't receive the IPR, and we'll need to find another way to satisfy the requirements of the transition proposal. I confess I find it pretty hard to see how that is going to happen in time for the deadline.

6.b. I want to consult with Jorge first, but in principle I'm not opposed to this so long as it is possible to protect the rest of the Trust's activities and so long as this does not involve the original settlors. If it does, I must say, then I do not believe it is possible.

7. Good question. I note that if this happens, we have other problems (like for instance that the status of the body that produces all the protocols on the Internet is apparently "in trouble"), so it seems like a low-probability situation in the horizon of the transition. I wonder whether something in the community agreements involving post-transition negotiation over this issue would be enough to put this issue to rest before September, because this appears to create thorny questions about the supervision of the post-dissolution body that are quite similar to the same questions we'd need to answer to set up an independent trust now.

One final note: I think it bears repeating that the Trust did not go looking for this job, but has offered to do it as a service to the community. I think it's important to ask how valuable the IPR we're defening is compared to the value of the transition itself.

A

On Mon, Jul 25, 2016 at 04:04:12PM -0400, Greg Shatan wrote:

...

All,

Here are the questions/discussion items for the IETF Trust to be covered in tomorrow's call, in Word and PDF form (somewhat confusingly, the PDF title begins with "Microsoft Word"...).

Based on this email string, I would suggest the following agenda:

1. Q & A / Discussion on the IETF Trust

2. Mechanics - Process & Timeline

a. Status of review/revision of draft agreements

b. Timing

c. Next steps

3. AOB

I look forward to the call.

Best regards,

Greg

On Mon, Jul 25, 2016 at 3:50 PM, Greg Shatan <gregshatanipc@gmail.com> wrote:

...

I expect to have it out in 15 minutes.

Greg

On Mon, Jul 25, 2016 at 3:38 PM, Andrew Sullivan < ajs@anvilwalrusden.com> wrote:

...

On Mon, Jul 25, 2016 at 03:10:02PM -0400, Greg Shatan wrote:

...

I think you're missing the original reason that this meeting was requested by CWG, which was to have a call between "IETF Trustees and Names reps" to go over a number of questions/points of information that the Names reps and counsel would like to clarify with representatives of the IETF Trustees.

So,

0) Issues raised by CWG?

The difficulty, of course, is that we don't actually _have_ that list, so it'll be hard to produce answers. Any clue how much later today? I had some tentative plans for end-of-workday that I could just insert now so I could review those issues later, but if "later" is "20:00 EDT" it'll probably be too late -- my body is still convinced I'm in Germany.

A

-- Andrew Sullivan ajs@anvilwalrusden.com

_______________________________________________ Iana-ipr mailing list Iana-ipr@nro.net https://www.nro.net/mailman/listinfo/iana-ipr

...

_______________________________________________ Iana-ipr mailing list Iana-ipr@nro.net https://www.nro.net/mailman/listinfo/iana-ipr

-- Andrew Sullivan ajs@anvilwalrusden.com

_______________________________________________ Iana-ipr mailing list Iana-ipr@nro.net https://www.nro.net/mailman/listinfo/iana-ipr

-- Andrew Sullivan ajs@anvilwalrusden.com

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Thanks Andrew, thanks Greg. FWIW I have reviewed Andrew’s initial answers and agree with them. Jari