[OpenID board] Fwd: [IDtbd] Rev 2.0 of Draft Bylaws and IPR Policy

Nat Sakimura sakimura at gmail.com
Tue Mar 3 10:12:51 UTC 2009

Hi David,

Responses inline:

On Tue, Mar 3, 2009 at 8:24 AM, David Recordon <david at sixapart.com> wrote:
> Hi Nat,
> Responses inline and I've cc'd the Identity Commons Stewards list since they
> were really involved in this discussion earlier as well.
> --David
> On Mar 1, 2009, at 10:57 AM, Nat Sakimura wrote:
>> I would like to point out couple of things here.
>> First, about the power structure.
>> The IdTBD takes bicameral model.
> Yes, I was first introduced to this model in the face to face meeting late
> last year which you participated in. :)
>> One is Leadership council, which consists of the leaders of the WGs.
>> You do not have to be a paying member to be a participant of a WG, and
>> thus you do not have to be a paying member to be a WG leader.
>> Most things happens here and at WGs.
>> In a sense, it is the House of Commons. Most power resides here.
> I think that having this sort of Leadership Council makes sense in being a
> way to better represent the Working Groups in a much more formal manner.  I
> agree with what you said later that better representing Working Groups and
> Committees formally within the OpenID Foundation makes sense.  This however
> also means shifting more of our Committees away from being run by Board
> members and instead a more diverse set of community members.

Yes. Power to the People! ;-)

Also, note that unlike OIDF, WGs are not necessarily technical, so
it encompasses wider range of people.

>> The other is the Board of Trustees. It is responsible for fiduciary
>> requirement, such as keeping the book, legal compliance check,
>> checking if all the IPR issues are sort out before the spec is submit
>> to a Standard Setting Organization (SSO), staff oversight, negotiation
>> with the relevant SSO when transfering the spec to it, etc. Everything
>> apart from the staff hiring/payment etc., which is required by law to
>> be private, are going to be transparent, so a company who voted for
>> something that would not be popular among the community at large will
>> pick up a bad reputation.
> It makes sense to have people focus on what they're good at.  I haven't been
> convinced that individuals appointed by companies are better at managing
> these sorts of responsibilities than individuals elected by a community or
> appointed by merit (such as by running a working group).
>> The board is not nearly as powerful as the OpenID Board. In a sense,
>> the Board of Trustees is House of Lords.
> This is where the model breaks down for me.  You've just said that the Board
> of Trustees manages the:
>  1) money
>  2) record keeping
>  3) legal matters
>  4) staff hiring and oversight
> To me, this seems like the Board of Trustees manages all of the pieces that
> fundamentally build, maintain and run the organization.  As I said in my
> earlier email, the Board of Trustees is made up of one representative of
> each company that paid – what I assume to be given Liberty's background –
> big bucks and two members of the Leadership Council.  This means that the

The due is much more approachable than it used to be, besides it is tiered now.

> companies fundamentally control how the organization spends money and where
> it spends it, what the staff are instructed to do and what not to do and all

Having oversight control and having control on how the money should be spent
are quite different.

The Leadership Council develops a good portion of the budget, and then
the Leadership Council and the Board of Trustee gets into discussion.
The preferred form of the decision by the Board is the Consensus as it
is written in 3.3.
The Leadership Council has two seats at the Board. It is my understanding that
the Majority of the entire Board vote is to be used in the unlikely
event of the Board failing
to come to the Consensus. If the Budget proposal is rejected,
the Leadership Council can comeback with an amendment.
All these are done in the open door meetings. The transparency is a
good control over the behavior of the Board. If a member behaves against the
general will of the community, it will pick up a bad reputation.

> of the legal documents and policies of the organization.

Development and maintenance of the Operating Procedures are done by
the Leadership Council.
Other documents are Bylaws, which we are discussing here, and IPR,
NDA, and contracts with various parties, but IPR etc. can be added
even if you are not at the Board if you can demonstrate the need for

> Given this, I don't see how this organization will represent the views of
> the community when a forever growing group of corporations are making all of
> the "business decisions."

This is not true. See above.

> This is fundamentally different from the OpenID
> Foundation where our bylaws stipulate that our Board be made up of one more
> community elected member than corporate members which maintains balance.

In OIDF model, the Corporate Board may take the control of the entire
organization by just persuading two Community Board, which is only 1/4
of the Community Board, which in turn may represent even less of the
Membership, and further less of the community at large. As the number
of the Sponsors increases, this fraction will become even smaller.

(Having said that, I do not believe that the Corporate Board will act
against the
  general will of the community as the community is their customer after all.)

>> Since the Leadership Council reflects the view of the entire
>> community, not only the paying member unlike OIDF, it could be argued
>> that it is a more democratic organization.
> See above.

So the Bicameral structure actually insulates the community by taking
a lot of power away from the Board and giving it back to the

>> The second point is the IPR agreements. As to the IPRs are concerned,
>> there will be multiple IPR agreements. It is up to the WGs to pick one
>> from the given list. If there is not one that satisfy your
>> requirement, you can submit it to the IdTBD to be added to the list.
>> What has been distributed is the Liberty Policy, which is the most
>> relevant at this time since they are transitioning their existing
>> working groups (TEGs and SIGs) to IdTBD. If your organization is to
>> join and merge into IdTBD, your IPR agreements are also going to be
>> added. Perhaps submitting an IPR agreement that you believe the best
>> to IdTBD list would be a good practice. I think I am going to request
>> CC licenses to be added to the list. Is there anything else that you
>> want to submit?
> I would recommend that they follow the work within the Open Web Foundation
> and once I'm off a plane can send around a link.

It would be a good idea to submit it to them.
Would you like to do that or shall I?

>>> Attached are the draft Bylaws and IPR Policy coming out of the IDtbd face
>>> to
>>> face meeting (which I did not attend) earlier this week.  The model
>>> largely
>>> seems to be the same as from the discussions last year, a Board of
>>> Trustees
>>> mainly consisting of companies that control the funds within the
>>> organization and then a separate Leadership Council made up of working
>>> group
>>> leaders who request money from the company body.  The Bylaws document is
>>> a
>>> red-line from last year so it is easy to see how little has actually
>>> changed.

The red-line is from the February 19 version, so the amount of the red-line
does not indicate the amount of the changes made since last fall by any means.

>>> Additionally, the draft IPR Policy does not seem to take into
>>> account much of the innovation that has occurred over the past two years
>>> within the OpenID, OAuth, OpenSocial and Open Web Foundation communities
>>> but
>>> rather is a much more traditional large SDO policy.
>>> While there is obviously enough interest in this model for Liberty to be
>>> moving forward, I still don't believe that it is a model matching the
>>> values
>>> of the OpenID community (nor that of the communities behind technologies
>>> like OAuth and OpenSocial).
>>> --David
>>> Begin forwarded message:
>>> From: Bill Smith <Bill.Smith at Sun.COM>
>>> Date: February 26, 2009 9:55:31 PM PST
>>> To: idtbd at googlegroups.com
>>> Subject: [IDtbd] Rev 2.0 of Draft Bylaws and IPR Policy
>>> Reply-To: idtbd at googlegroups.com
>>> All,
>>> I wanted to thank to everyone that participated in the discussions over
>>> the
>>> past two days. I believe they were productive and have resulted in a
>>> better
>>> understanding of our issue and concerns.
>>> Attached are updated Draft Bylaws and IPR Policy documents that I hope
>>> reflect the discussions that we held over the past two days. These new
>>> drafts are the result of review and revision by a small group of those
>>> that
>>> participated in the discussions and represent our best effort to
>>> establish a
>>> consensus position of all in the room.
>>> The Bylaws are a redlined from Version 1.0. The IPR Policy is not
>>> redlined
>>> but includes changes that should reflect our intention that license
>>> obligations attach only to WG members. Below is a concise outline of the
>>> Policy:
>>> WG Member
>>> Default RF license obligation
>>> Option to withdraw Necessary Claims to RAND during prescribed periods
>>> Option to withdraw from WG (license obligation depends on timing of
>>> withdrawal)
>>> Contributions RF, no option to withdraw (unless disclosure at time of
>>> contribution)
>>> WG Non-member
>>> No obligation to license
>>> Please review and submit comments at your earliest convenience.
>>> Regards,
>>> Bill
>>> _______________________________________________
>>> board mailing list
>>> board at openid.net
>>> http://openid.net/mailman/listinfo/board
>> --
>> Nat Sakimura (=nat)
>> http://www.sakimura.org/en/

Nat Sakimura (=nat)

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