[legal] Proposal for Revisions to IPR Process Doc

Daggett, David david.daggett at klgates.com
Wed Dec 12 21:10:49 UTC 2007


Dick, sorry for any confusion - I am copying the proposal below, with the indentation as it was included in the original.  The formatting appears to have been lost at some point, and that (I hope) may clarify some of this.

 

With regard to your second question, which is the easier of the two to answer, the references to "Option 1" and "Option 2" apply only to revisions to the IPR Policy and Process.  All other decisions would be either "non-core" and made solely by the membership without any quorum requirement (as per the second major bullet in the counter proposal), or "core" (which would include Specification approval and WG formation) and made solely by the membership but with some additional notice and a quorum requirement or bypass (as per the third major bullet in the counter proposal).

 

With regard to the comment regarding structure and control, my recollection of the meetings and exchanges of the IPR Group is that there were quite a few concerns, voiced by several participants, regarding safeguards to make sure that the work of the group and contributions made to the WG remained within scope, that the group remained on task, was well run, etc.  The IPR Policy and Process document as initially reported out of the IPR Group represented a balancing of these interests with the competing desires of keeping substantial power in the hands of the WG membership.  The proposed changes do not provide for oversight by the Board, the Specifications Council, or any other body, and this creates a possibility for abuse.  To mitigate this risk, while still trying to address the myriad concerns that were raised during the meetings and discussions of the IPR Group, we are suggesting nothing more (for core decisions other than changing the IPR Policy and Process) than that there be some threshold attempt at obtaining a quorum and that there be enhanced notice requirements.

 

Please let me know if the above resolves your concerns or if you would like an example of the type of "possible abuse" that was repeatedly raised during the meetings of the IPR Group.

 

Take care,

 

David

 

 

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

 

 

From: Dick Hardt [mailto:dick at sxip.com] 
Sent: Wednesday, December 12, 2007 12:55 PM
To: Mike Jones
Cc: Daggett, David; legal at openid.net; scott at kveton.com; drecordon at sixapart.com; drummond.reed at cordance.net; jernst at netmesh.us; gabe.wachob at amsoft.net; sky at crucially.net; bill at oidf.org
Subject: Re: Proposal for Revisions to IPR Process Doc

 

I don't see where Formation of a working group is included in the list below.

 

I would think that there would be core decisions by a WG that would only require the WG members to vote, so I'm confused now with the two definitions of Core Decisions

 

 

On 12-Dec-07, at 12:44 PM, Mike Jones wrote:





Formation of a working group would be one of the "core decisions" voted on by the membership, as per below.

 

________________________________

From: Dick Hardt [mailto:dick at sxip.com] 
Sent: Wednesday, December 12, 2007 12:35 PM
To: Mike Jones
Cc: Daggett, David; legal at openid.net; scott at kveton.com; drecordon at sixapart.com; drummond.reed at cordance.net; jernst at netmesh.us; gabe.wachob at amsoft.net; sky at crucially.net; bill at oidf.org
Subject: Re: Proposal for Revisions to IPR Process Doc

 

David Daggett

 

Would you elaborate on what the missing sufficient structure and control is that is missing?

 

To clarify the Board proposal, membership would be asked to vote on three things:

 

1) formation of a WG

2) acceptance of a specification as Final

3) changes to the IPR Policy and Process, which would require a quorum and super majority

 

The WG would be making all the Core and non-core decisions themselves

 

Your counter-proposal below does not deal with the formation of or approval of specifications -- or else I am confused at what your discussion of Option 1 and Option 2 are at the bottom.

 

-- Dick

 

On 11-Dec-07, at 12:01 PM, Mike Jones wrote:






(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
web:    www.klgates.com <http://www.klgates.com/> 

 

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