Issue-163 ACTION REQUIRED: Call for Consensus: Proposed Process Change Regarding Member Rights

This is a Call for Consensus to update the Process 20168 Draft with a change to Section  2.1.1 Rights of Members.

Responses to this call are due by Close of Business on 14 May 2016 (two weeks). Please send a reply to this message (I agree, I disagree, I abstain) to register your opinion. The CG rules do NOT assume that a lack of reply is agreement with the proposal. (See
  http://lists.w3.org/Archives/Public/public-w3process/2014Jun/0160.html

  http://lists.w3.org/Archives/Public/public-w3process/2014Jun/0163.html )
If you wish to discuss the proposed change, please create a new thread for that discussion (so that "votes" are easily separated from "discussion").

The Problems:
When we introduced the Introductory Industry Membership level [1, 2] we imposed limitations on the rights and privileges of this category of Member. The proposed change eliminates the disagreement between the current terms of an Introductory Industry Member per their Member Agreement and this section of the Process which implies such Members may participate in (all) Working Groups and Interest Groups.

[1] http://www.w3.org/Consortium/fees?showall=1

[2] http://www.w3.org/2014/08/intromem


In looking at the way we define the entitlements of Member Organizations that are also a Consortium in nature, there are a couple of issues that need to be addressed.  They arise from the fact that we allow these Members to appoint four (or more) people to represent them within W3C.  While we say they are there to represent the Consortium we have been experiencing cases where these designated representatives are in fact representing their own interests.  This opens an IP exposure for W3C because we don't have commitments from their employers just from the Consortium.  It also offers a "back door" for large corporations to participate without joining themselves.  This proposal closes those loopholes.

The proposed changes are:

in 2.1.1 Rights of Members, second sentence;

change

"Furthermore, representatives of Member organizations participate in W3C as follows:"

to

"Furthermore, subject to further restrictions included in the Member Agreement, representatives of Member organizations participate in W3C as follows:"

in 2.1.1 Rights of Members, third paragraph,

change

"In the case (described in paragraph 5g of the Membership Agreement), where a Member organization is itself a consortium, user society, or otherwise has members or sponsors, the organization's paid staff and Advisory Committee representative exercise all the rights and privileges of W3C membership. In addition, the Advisory Committee representative may designate up to four (or more at the Team's discretion) individuals who, though not employed by the organization, may exercise the rights of Member representatives. These individuals must disclose their employment affiliation when participating in W3C work. Provisions for related Members apply. Furthermore, these individuals are expected to represent the broad interests of the W3C Member organization and not the parochial interests of their employers."

to

"If the Member is itself a consortium, user society, or otherwise has members or sponsors, as described in paragraph 5g of the Member Agreement, the rights and privileges granted by W3C Process extend to the organization's paid employees and its appointed Advisory Committee representative, who exercise all the rights and privileges of W3C membership.

Such an organization may also designate up to four (or more at the Team’s discretion) non-employee individuals who may exercise the rights of Member representatives.

* For Consortium who have individual persons as Members these representatives must disclose their employment affiliations when participating in W3C work. Provisions for related Members apply.  Furthermore, these individuals must represent the broad interests of the W3C Member organization which appoints them and not the particular interests of their employers.

* For Consortium who have organizations as Members, all such designated representatives must be an official representative of the Member organization’s (i.e. a Committee or Task Force Chairperson) and must disclose their employment affiliations when participating in W3C work. Provisions for related Members apply. Furthermore, these individuals must represent the broad interests of the W3C Member organization and not the particular interests of their employers.

* In both cases any IPR contributions are only those of the individual person or Consortium they are representing as no IPR commitments have been granted by the individuals' employers."

Discussion:
Several issue were raised with respect to this draft. These all apply to the revised third paragraph and include:

1. Who Consortium participants represent. The Process Document (section 5.2.1) says, "A participant/must/represent at most one organization in a Working Group or Interest Group." Does this make the restrictions on Consortium participation in bullets one and two redundant?  The consensus of the 15 February Process Document TF was that it was not redundant because they tighten the restriction by saying which organization the participant represents.

2. People who are representing a member should be bound to maintain member confidentiality to the point where their sponsoring member is the range of permitted sharing; that is, they may not share that information with their employer if that is different than their sponsoing member. This is not covered by the proposed changes here, but is a separate issue.

3. Does this limit the rights of an organization to change the participants in a given activity? No, it only limits there choice of participant to a specific class of individuals, the direct employees of the Consortia, their appointed AC Rep and people in leadership roles in the Consortia.

4. Does this proposed change give adequate IPR protection? This is not clear. Perhaps such participants should be required to at least follow section 2.3 Patent Policy of the INVITED EXPERT AND COLLABORATOR AGREEMENT [3]
[3] https://www.w3.org/Consortium/Legal/2015/06-invited-expert.html

"The Invited Experts represent that they are legally entitled to grant the necessary licenses for their contribution as described in the Patent Policy, especially in Section 3.4 thereof. If the Invited Experts' employer(s) have rights to intellectual property that the Invited Experts create that includes their contributions, they represent that they have received permission to make the relevant licensing commitments according to the W3C Patent Policy on behalf of that employer."

Steve Zilles
Chair, Process Document TF
Sent from Samsung tablet