Subject: Proposed Trust Agreement Language Changes; Request for Community Feedback

From: IETF Administrative Director <[email-masked]>
Date: Thu, 05 Dec 2013 09:08:22 -0800

The Trustees are seeking community feedback on proposed language changes to the IETF Trust Agreement.  <http://trustee.ietf.org/docs/IETF-Trust-Agreement-Executed-12-15-05.pdf>

On 3 August the Trustees requested feedback from the community on some changes to the powers of the 
Trustees in the IETF Trust Agreement.

Our conclusion from that feedback is that there is not community support for changing Trust authority 
with regard to granting of licenses, however there is support for disposing of physical assets and 
trademarks with appropriate controls.  

You may recall these issues from the 3 August email:

Issue 1

We cannot currently accept physical assets like hardware donations into the trust.  Once accepted into the 
trust, we would be unable to dispose of these items in the future if they are identified as no longer being 
needed.

- This removes flexibility in managing assets in the trust, and we currently use alternative methods of 
accepting donations outside of the trust.

Issue 2

Once a domain name or trademark is registered by the trust, it cannot be abandoned even if it is no longer
needed.  

- We must maintain these in perpetuity based on legal counsel review of the current language

Here is the relevant Trust provision:

ARTICLE VII.
POWERS, RIGHTS AND OBLIGATIONS OF TRUSTEES
7.1 Powers and Obligations of Trustees.
(a) Except as limited by this Agreement, the Trustees shall have all powers granted by law and shall be 
responsible for and may take such actions as are required to assure the effective day-to-day operation of 
the Trust. However, except as otherwise expressly permitted hereunder, the Trustees shall not, and shall 
not have the right or power to, (i) exchange, distribute, assign, sell, transfer, renounce, or convey, the 
Trust Assets, (ii) terminate the Trust Assets’ registration, or (iii) enter into a license for, grant an option 
on, or encumber the Trust Assets that is not in compliance with the provisions of Section 9.5.

Accordingly we are proposing the following change by adding the following language to the end of this 
provision:

"except that in the case of clauses (i) and (ii), the Trustees may, after due consultation with the 
Beneficiary, dispose of, assign, sell, transfer, renounce, convey or terminate Trust Assets that are of no 
current or foreseeable future value to the Beneficiary and which require the expenditure of funds to retain.  
This exception does not include RFCs."

Thank you for your consideration and we look forward to getting your feedback.

Ole Jacobsen
Chair, IETF Trust