[legal] Proposal for Revisions to IPR Process Doc

[Mike Jones]

(cc'ing all the board members so they can participate in this discussion as well)

________________________________
From: legal-bounces at openid.net [mailto:legal-bounces at openid.net] On Behalf Of Daggett, David
Sent: Tuesday, December 11, 2007 11:56 AM
To: legal at openid.net
Cc: scott at kveton.com; bill at oidf.org; jernst at netmesh.us
Subject: [legal] Proposal for Revisions to IPR Process Doc

During the recent IIW conference, the OIDF Board met to discuss the IPR Policy and Process document. The Board very much appreciates all of the efforts by the IPR group to date, and the Board generally approves of all aspects of the IPR Policy and Process, as proposed by the IPR group, with one exception. The Board feels, after much deliberation, that the draft IPR Policy and Process concentrates too much control and power into the hands of the Board and the Specifications Council. As such, the Board has agreed that the documents should be revised to devolve substantial power and control to the OIDF membership. Although the Board would philosophically prefer more of a "direct democracy" model for all issues, and although the rationale for this is quite laudable, we are proposing a compromise approach that devolves substantial power to the OIDF membership while still retaining sufficient structure and control to keep the org both functional and attractive to commercial Contributors and Implementers. Please comment on the high-level summary of our proposal below. If this is acceptable to all concerned in the IPR group and on the Board, we will implement the changes in revisions to the drafts.
Board Proposal

*         Specifications Council becomes purely advisory

*         Eliminate all quorums for voting (other than for changing the IPR Policy and Processes)

*         20% quorum for voting to change the IPR Policy and Processes

*         All votes are by the simple majority will of the OIDF membership (other than to change the IPR Policy and Processes)

*         Supermajority vote to change the IPR Policy and Processes (together with a majority Board vote)
Counter Proposal

*         Specifications Council becomes purely advisory

*         Non-Core Decisions

o        No quorum requirement

o        Simple majority vote is the decision of the WG

*         Core Decisions (other than modification of the IPR Policy or Process)

o        Notice period of 14 days

o        Multiple electronic notice required (if the Contributor has provided multiple contact addresses), including to a "legal contact," if provided

o        Voting period of 7 days after the end of the notice period

o        Quorum requirement of the greater of 20% of OIDF membership or 20 OIDF members, with Quorum Bypass Option (see below)

o        Proxies allowed.  Contributor may designate a proxy from the Contributor's registered OpenID specifying the designated proxy's OpenID

o        Simple majority vote, with quorum or quorum bypass, is the decision of the WG

*         Modification of the IPR Policy or Process

o        Notice period of 21 days

o        Multiple electronic notice required (if the Contributor has provided multiple contact addresses), including to a "legal contact," if provided, and prominent posting (at least 21 days in advance of the beginning of the voting period) on OIDF homepage

o        Voting period of 7 days after the end of the notice period

o        Proxies allowed.  Contributor may designate a proxy from the Contributor's registered OpenID specifying the designated proxy's OpenID

o        Two Quorum / Voting Options (either is sufficient to approve a change)

?         Option 1

1.       Quorum of greater of 60% of OIDF membership or 30 OIDF members (no Quorum Bypass Option)

2.       Supermajority vote of those constituting a quorum, plus a majority concurrence by the OIDF Board, is necessary to approve a change to the IPR Policy or Process

?         Option 2

1.       Quorum of greater of 30% of OIDF membership or 30 OIDF members (no Quorum Bypass Option)

2.       Majority vote of those constituting a quorum, plus a supermajority concurrence by the entire OIDF Board (where "absents" and "abstains" count as "no" votes) is necessary to approve a change to the IPR Policy or Process

*         Quorum Bypass Option (does not apply to modification of the IPR Policy or Process) - If a quorum cannot be obtained, even with proxies, there is not sufficient interest in an initiative for OIDF Members to even send a proxy response. Given the core values of consensus, this would mean that any vote would likely not reflect consensus. To allow work to continue, however, the WG can seek to bypass the quorum requirement as follows:

o        WG issues a second electronic notice to allow additional time to obtain a quorum

o        If there is still not a quorum, and the delay is prejudicing the work of the WG or preventing the opening of new WGs, the applicable WG Editors, or new WG promoters, can petition the OIDF Board to waive the quorum requirement for that vote

o        The petition will be made online, and the OIDF Board will issue its decision within 14 days (and a failure to respond by the OIDF Board within this timeframe will be deemed to be an approval of the petition)

o        The OIDF Board will grant the petition unless it determines, in its good faith business judgment, that allowing the particular vote without a quorum is likely to create legal liability for OIDF

o        If the OIDF Board grants or is deemed to have granted a petition, the Board will also take affirmative steps to increase participation in future core decision making within the particular WG
Thanks, and we look forward to your comments.


David K. Daggett
K&L Gates
618 West Riverside Avenue
Suite 300
Spokane, Washington  99201-0602
Voice: (509) 624-2100
Fax: (509) 444-7864
Cell: (509) 710-3068
e-mail: david.daggett at klgates.com<mailto:david.daggett at klgates.com>
web:    www.klgates.com<http://www.klgates.com/>


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