Network Working Group Scott Bradner Internet-Draft Harvard University A Memorandum of Understanding for an ICANN Protocol Support Organization 1. Status of this Memo This document is an Internet-Draft and is in full conformance with all provisions of Section 10 of RFC2026. Internet-Drafts are working documents of the Internet Engineering Task Force (IETF), its areas, and its working groups. Note that other groups may also distribute working documents as Internet- Drafts. Internet-Drafts are draft documents valid for a maximum of six months and may be updated, replaced, or obsoleted by other documents at any time. It is inappropriate to use Internet-Drafts as reference material or to cite them other than as work in progress. The list of current Internet-Drafts can be accessed at http://www.ietf.org/ietf/1id-abstracts.txt The list of Internet-Draft Shadow Directories can be accessed at http://www.ietf.org/shadow.html. This document will expire before December, 1999. Distribution of this draft is unlimited. 2. Abstract This is the current draft of the MOU that will be used between the Bradner [Page 1] Internet-Draft PSO MOU June 1999 standards development organizations that will form the Protocol Support Organization(PSO) within the Internet Corporation for Assigned Names and Numbers (ICANN). This draft has been developed by representatives of the IETF, ITU, W3C and ETSI with the help of Jorge Contreras of Hale and Dorr. Bradner [Page 2] Internet-Draft PSO MOU June 1999 MEMORANDUM OF UNDERSTANDING _______, 1999 ICANN Protocol Supporting Organization (1) Purpose and Scope (a) The Protocol Support Organization (PSO) will be a consensus- based advisory body within the ICANN framework. (b) The PSO will establish a "Protocol Council" and host an annual open meeting (the "General Assembly"). (c) The purpose of this Memorandum of Understanding (MOU) is to establish a set of principles that ICANN and the Standards Development Organizations who have signed below (the Signing SDOs) will use in forming and operating the PSO (2) Composition and Action of Protocol Council (a) Size. Each Signing SDO will appoint two (2) members to the Protocol Council, each such member to serve for a time period determined by such Signing SDO. (b) Each Signing SDO shall be responsible for choosing its two members of the Protocol Council in a manner of its own choosing, and in accordance with its own open procedures. Each Signing SDO may remove or replace one or both of its members on the Protocol Council in its discretion. (c) Selection and Appointment. Concurrently with the posting of notice of the date of the annual meeting of the PSO General Assembly on the PSO Web Site, ICANN and the Protocol Council shall make an open call for nominations to any potential vacancies on the Protocol Council. Any nominations received Bradner [Page 3] Internet-Draft PSO MOU June 1999 will be forwarded to the Signing SDOs eligible to appoint members (i.e., they do not already have two members on the Protocol Council) for their consideration. (d) Action by Protocol Council. Unless otherwise specified in this MOU, all actions of the Protocol Council shall be taken by majority vote of the total number of members. Action may be taken at any meeting of the Protocol Council, which may be by telephone conference in which all participants can hear the others. Meetings of the Protocol Council may be called by request of any three members of the Protocol Council, with at least fifteen (15) days prior written notice to each of the other members. In order to conduct business at any meeting of the Protocol Council, at least a quorum of members must be present; a quorum shall be present when at least majority of the members of the Protocol Council are present, and when such members represent at least 3/4ths of the Signing SDOs. (e) Web Site. The Protocol Council will arrange for the establishment and maintenance of a Web site devoted to PSO activities and news. (f) Secretary. The Protocol Council will have a Secretary to coordinate administrative matters relating to the PSO and Protocol Council. The Secretary's term of office shall be one year. The position of Secretary will rotate among the Signing SDOs, with the initial Secretary to be selected by ____, and subsequent Secretaries to be appointed by a randomly selected Signing SDO that has not appointed the Secretary in the current rotation. (g) No Compensation. Neither the Secretary, nor any Protocol Council member or designated ICANN Board member shall be entitled to any compensation or reimbursement of expenses from the PSO. The PSO shall not be required to obtain Bradner [Page 4] Internet-Draft PSO MOU June 1999 insurance coverage for, or to indemnify, the members of the Protocol Council or persons acting in any other capacity by or for the PSO. (3) ICANN Directors. (a) The Protocol Council will appoint Directors to the ICANN Board of Directors in accordance with the By-laws of ICANN, for such terms as are specified by such By-laws. ICANN will notify the Protocol Council of any vacancies on the ICANN Board which may be filled by the Protocol Council. (b) The Protocol Council will conduct an open call for nominations for any open PSO seats on the ICANN Board. Each Signing SDO is entitled to nominate candidates by procedures of its own choosing. Additionally, nominations from the public at large will be allowed under conditions to be defined by the Protocol Council. The Protocol Council will select the PSO nominees to the ICANN Board from among these nominees. ICANN Directors selected by the Protocol Council may, but need not, be members of the Protocol Council or any SDO. (c) No more than 2 PSO-nominated Directors may be residents of the same Geographic Region (as defined in the ICANN By-laws). (d) The ICANN Directors appointed by the Protocol Council will not represent the PSO on the ICANN Board, but will function as full Directors of ICANN. (4) Duties of Protocol Council (a) Advisory Role. The Protocol Council will advise the ICANN Board on matters referred to the Protocol Council by the ICANN Board relating to the assignment of parameters for Internet protocols. Bradner [Page 5] Internet-Draft PSO MOU June 1999 (b) Policy Development. (i) In the tradition of the Internet, standards development policies and conflict resolution mechanisms should be created by those institutions most directly involved, without undue interference from centralized bodies. (ii) The ICANN By-laws vest in the PSO the primary responsibility for developing and recommending substantive policies in the area of protocol parameter assignment. (iii) The PSO is committed to the proposition that policies for parameter assignments for particular protocols are the responsibility of the individual Signing SDO that developed the protocol. (iv) The Protocol Council, and, when requested, ICANN, will be available as needed by the Signing SDOs to develop policies and procedures for conflict resolution between Signing SDOs. (v) Any such policies and procedures will be adopted only with the agreement of all SDOs. (5) Annual Open Meeting. (a) The Protocol Council will periodically convene an open meeting ("General Assembly") for promoting discussion and receiving input regarding the work of the PSO. (b) A General Assembly will be held at least once per year, and will permit open participation by all interested individuals. (c) Each annual General Assembly will be hosted by a Signing SDO in conjunction with one of its major meetings, as determined by the Protocol Council (with an effort to hold no 2 consecutive General Assemblies in the same Geographic Region.) Bradner [Page 6] Internet-Draft PSO MOU June 1999 (d) It is expected that the major organizations within the Internet protocol standards development community will provide the constituency of the General Assembly. (6) Open Proceedings and Documents. (a) Communications between ICANN and the Protocol Council. All official communications between ICANN and the Protocol Council will be made public on the PSO web site. In the event that ICANN requests that a communication be kept confidential, the Protocol Council will honor this request for a fixed period of time not to exceed one year, and then make the communication public. (b) Protocol Council Proceedings. All meetings of the Protocol Council and official discussions of Protocol Council business will be conducted or reported on a publicly-archived mailing list accessible through the PSO web site. (c) Meeting Announcements. The schedule and agenda for the PSO General Assembly will be posted on the PSO Web Site at least 90 days in advance of the meeting date. Notice of Protocol Council meetings will be posted on the PSO Web at least fifteen (15) days before the meeting, or such shorter time period agreed upon by each of the Signing SDOs. The minutes from all PSO meetings will be publicly posted on the PSO web site within 30 days of the meeting. (7) Review and Modification of MOU. ICANN and the Signing SDOs will periodically review the results and consequences of their cooperation under this MOU. When appropriate, the signatories will consider the need for improvements in the MOU and make suitable proposals for modifying and updating the arrangements and scope of the MOU. Any modification to the MOU must be approved by all signatories. Bradner [Page 7] Internet-Draft PSO MOU June 1999 (8) Standards Development Organizations (a) The initial signatories to this MOU shall include ICANN and the Signing SDOs who have signed below. Each Signing SDO must be an international, Internet-related standards development organization that establishes that it meets the criteria for SDOs set forth below. (i) SDOs must be open, international, voluntary technical standard and technical specification development organizations which: (A) Develop standards and/or specifications for use over the public Internet. (B) Can demonstrate active membership in the IP-related standards and/or specification development process of more than 800 individuals, if individual memberships are used by the organization, or 80 companies, if corporate memberships are used by the organization. (C) Has been in operation for 3 or more years at the time of their application. (D) Can demonstrate that there is significant deployment of its standards on the Internet. (E) The significant protocols controlled by the organization can be implemented without paying a licensing fee to the organization. (ii) Open, international, voluntary standards organizations are defined as international organizations that plan, develop or establish voluntary standards. An organization shall be considered open and international if its standards and/or specifications development Bradner [Page 8] Internet-Draft PSO MOU June 1999 process is open to any person or organization of any nationality on equitable terms. An organization shall be considered voluntary if it makes no claim to compel use of its standards and specifications. To be considered 'international', an organization's voting (or other "full") membership must include individuals or companies primarily located in at least three different Geographic Regions and at least two different countries within each of those Geographic Regions. (b) New Signatories. (i) Any organization that believes it satisfies the SDO qualifications set forth above may apply in writing to the Protocol Council to become a party to this MOU. In order for an organization to become a party to this MOU, all then-existing MOU signatories must agree that such organization qualifies as an SDO. (ii) Rejected applicants can appeal to the ICANN Board, which may override such a rejection if the ICANN Board finds, by at least a two-thirds vote, that the organization meets the SDO criteria set forth above. (iii) Any organization that is accepted as an SDO under this MOU must execute a copy of this MOU, and agree to be bound by all of its terms and conditions, upon which it shall be considered a Signing SDO for all purposes under this MOU. (9) General. This MOU does not constitute any of the parties as a partner, joint venture, agent, principal or franchisee of any other party. The waiver of any provision of this MOU on any occasion shall not constitute a waiver for purposes of any other occasion. No party may transfer or assign any interest, right or obligation arising under this MOU without the prior written consent of each other party to this MOU. Bradner [Page 9] Internet-Draft PSO MOU June 1999 IN WITNESS WHEREOF, this Memorandum of Understanding is executed this __ day of _____ 1999 by the undersigned, acting through their duly authorized representatives: INTERNET CORPORATION FOR ASSIGNED NAMES AND NUMBERS By: ________________________ Name: _____________________ Title: _______________________ 12. Security Considerations This type of non-protocol document does not directly effect the security of the Internet. 13. Editor's Address Scott Bradner Harvard University 1350 Mass Ave, rm 876 Cambridge, MA 02138 USA phone: +1 617 495 3864 sob@harvard.edu Bradner [Page 10]