Pros-Cons of Filing CABF as a 501(c)(3) Entity

[Ben Wilson]

All,

I've uploaded a first draft of a pros-and-cons document for consideration on the advisability of forming a 501(c)(3) organization and filing for recognition with the U.S. Internal Revenue Service.

Here is the link:

https://docs.google.com/document/d/1ycmc0dtwYsCggOP1u8CH6MQGac16vfIwJdYteVS2JSE/edit?usp=sharing

If you have trouble accessing it, please send me an email address you can use to access Google Drive and I'll add you.

Thanks,

Ben

[Inigo Barreira]

Hi Ben,

 

Thanks for posting this document, very well explained.

I think the balance is between these pros and cons points:

• Pros: 1, 4, 8 and 9
• Cons: 1, 2, 4, 5, 12 and 15

 

I see personally more difficult to address the cons considering past discussion on this matter.

 

Regards

 

De: 'Ben Wilson' via Infrastructure (CA/B Forum) <infrast...@groups.cabforum.org>
Enviado el: miércoles, 7 de enero de 2026 19:42
Para: infrast...@groups.cabforum.org
Asunto: [Infrastructure] Pros-Cons of Filing CABF as a 501(c)(3) Entity

 

All, I've uploaded a first draft of a pros-and-cons document for consideration on the advisability of forming a 501(c)(3) organization and filing for recognition with the U. S. Internal Revenue Service. Here is the link: https: //docs. google. com/document/d/1ycmc0dtwYsCggOP1u8CH6MQGac16vfIwJdYteVS2JSE/edit?usp=sharing

ZjQcmQRYFpfptBannerStart

This Message Is From an External Sender This message came from outside your organization.     Report Suspicious    ‌

ZjQcmQRYFpfptBannerEnd

--
You received this message because you are subscribed to the Google Groups "Infrastructure (CA/B Forum)" group.
To unsubscribe from this group and stop receiving emails from it, send an email to infrastructur...@groups.cabforum.org.
To view this discussion visit https://groups.google.com/a/groups.cabforum.org/d/msgid/infrastructure/CA%2B1gtaaZ7Buso9qheDuey5jRcqZhQja%3D-Rp%2BHZUr0rFTJ8RMuw%40mail.gmail.com.

[Dimitris Zacharopoulos (HARICA)]

On 1/9/2026 11:40 AM, 'Inigo Barreira' via Infrastructure (CA/B Forum) wrote:

Hi Ben,

 

Thanks for posting this document, very well explained.

I think the balance is between these pros and cons points:

• Pros: 1, 4, 8 and 9
• Cons: 1, 2, 4, 5, 12 and 15

 

I see personally more difficult to address the cons considering past discussion on this matter.

Thanks for putting this together Ben. My personal opinion is that this would be more fit for a discussion in the IPR Subcommittee with the participation of more Legal experts or the larger public@cabforum list. At the end of the day, if the Forum is to proceed in that direction we would need legal support and a US Member to support the process (and possibly cover the initial costs).

Please note that there is a very successful recent example in the industry with the formation of the PKI Consortium that started with the assistance of Entrust and is now an independent and self-sustainable non-profit organization.


Best regards,
Dimitris.

To view this discussion visit https://groups.google.com/a/groups.cabforum.org/d/msgid/infrastructure/DM4PR17MB6293644E99E5BB1958E173508182A%40DM4PR17MB6293.namprd17.prod.outlook.com.

[Tony Rutkowski]

Ben, Inigo et al.,

As a long-time CA/B supporter as well as having been involved insetting up similar organizations over the decades, I can appreciate the needs and challenges.

At least one alternative is setting the non-profit organization is Switzerland.  See https://www.swisscompany.com/en/establishing-an-association-in-switzerland-including-as-a-non-resident-foreigner-2659/

Many hundreds if not thousands of organizations have chosen a similar route.  That's what ISO and IEC did.  Same for the International WWW Conference Consortium of which I was part.  Several years ago, Bob Kahn chose that route for his DONA organization.  See https://www.dona.net/aboutus  Note the About DONA discussion of the advantages.  Their published constitutive documents could even be used by CA/B.  https://www.dona.net/constitutive-documents  In these times of extreme national instability, Switzerland remains a stable, neutral choice.

best,
tony

This message and attachments may contain confidential information. If it appears that this message was sent to you by mistake, any retention, dissemination, distribution or copying of this message and attachments is strictly prohibited. Please notify the sender immediately and permanently delete the message and any attachments.

. . . . .

[Ben Wilson]

Thanks, Tony.

FWIW - I created articles for the CABF to file in Switzerland about 10 years ago.  See attached.

Ben

--

You received this message because you are subscribed to the Google Groups "Infrastructure (CA/B Forum)" group.
To unsubscribe from this group and stop receiving emails from it, send an email to infrastructur...@groups.cabforum.org.

To view this discussion visit https://groups.google.com/a/groups.cabforum.org/d/msgid/infrastructure/BYAPR01MB3765679A5E967013BA8C877DE182A%40BYAPR01MB3765.prod.exchangelabs.com.

[Ben Wilson]

Thanks, Inigo,

By the way, I came across more documents in an older CABF Governance folder on my computer, including this "pros and cons" document about filing as an unincorporated organization.  I haven't looked at it recently, but here it is.

Ben

To view this discussion visit https://groups.google.com/a/groups.cabforum.org/d/msgid/infrastructure/DM4PR17MB6293644E99E5BB1958E173508182A%40DM4PR17MB6293.namprd17.prod.outlook.com.

[Tony Rutkowski]

Great minds...

IMHO, that's the way to go.  You could probably even get funding from the Swiss or Geneva authorities to pursue it.  There are also some global trust arena similarities with DONA.  In these uncertain times, the Swiss are a stable place with consistent values.  It is always fun to peruse the Geneve  telephone annuaire and peruse the international organizations section.

--tony

---

From: 'Ben Wilson' via Infrastructure (CA/B Forum) <infrast...@groups.cabforum.org>
Sent: Friday, January 9, 2026 11:13 AM
To: infrast...@groups.cabforum.org <infrast...@groups.cabforum.org>
Subject: [External] Re: [Infrastructure] Pros-Cons of Filing CABF as a 501(c)(3) Entity

 

To view this discussion visit https://groups.google.com/a/groups.cabforum.org/d/msgid/infrastructure/CA%2B1gtab8-O3gBMjLBFgzp_QR_GX0bN-er3Nm50r-t0bLd3i-2A%40mail.gmail.com.

.....

[Ben Wilson]

Thanks, Dimitris

Here is something I've recently updated based on work I'd done in the past.

Ben

ARTICLES OF ASSOCIATION

OF THE
CA/B Forum

Version 1.0 – Adopted effective as of _____

---

1. NAME, PURPOSE, STATUS, AND CONDUCT

1.1 Name

The name of this unincorporated, non-profit association is the CA/B Forum (the “Forum”).

---

1.2 Public Benefit Purposes of the Forum

The Forum is constituted as a non-profit association pursuing purposes of public utility (gemeinnützig / d’utilité publique) and is organized and operated exclusively for public-benefit purposes, including charitable, educational, and scientific purposes within the meaning of Section 501(c)(3) of the United States Internal Revenue Code, and the corresponding provisions of any successor or comparable law in other jurisdictions.

The activities of the Forum are directed exclusively toward the public benefit and the welfare of third parties, including Internet users and relying parties worldwide. The Forum shall not be organized or operated for the private interests of its members or participants, nor for the primary purpose of carrying on a trade or business, nor to promote the commercial interests of any particular industry, organization, or class of persons. Any private benefit to participants shall be incidental, insubstantial, and a necessary byproduct of pursuing the Forum’s public-benefit purposes.

In furtherance of these exempt and public-utility purposes, the Forum’s primary mission is to advance education, security, and public trust on the Internet by developing, publishing, and promoting voluntary, consensus-based technical standards, requirements, guidelines, and best practices that improve the security, interoperability, reliability, and transparency of Web communications and public key infrastructure technologies, including ITU-T X.509 digital certificates.

Any economic or administrative activities undertaken by the Forum shall be conducted solely to support and further these public-benefit purposes, and no profits, earnings, or assets of the Forum shall be distributed to members or participants.

Without limiting the foregoing, the objectives of the Forum include:

a. To promote the security, stability, interoperability, and trustworthiness of the Internet and Internet-based communications, for the benefit of current and future users worldwide;

b. To provide an open, collaborative, and consensus-based forum for the exchange of information concerning best practices related to the issuance, management, validation, and use of ITU-T X.509 version 3 digital certificates and related public key infrastructure technologies;

c. To develop, maintain, and publish voluntary, consensus-based guidelines, requirements, and technical standards, where such work serves the public interest by improving Internet security, privacy, and reliability;

d. To encourage responsible industry self-regulation, transparency, and accountability in areas affecting Internet trust and security, without exercising regulatory or enforcement authority;

e. To produce and make publicly available documentation, guidance, and educational materials intended to improve understanding, implementation, and adoption of secure and interoperable Internet technologies;

f. To collaborate with other standards bodies, research institutions, and public-interest organizations, where appropriate, to further the foregoing purposes;

g. To engage in any lawful activities permitted to non-profit, unincorporated associations that are consistent with these purposes; and

h. To undertake such other activities as may be appropriate from time to time to further the public-benefit purposes and objectives of the Forum.

---

1.3 Status of the Forum and Forum Activities

The CA/Browser Forum is a voluntary, international, consensus-based association of organizations that include issuers of X.509 certificates, parties that use X.509 certificates, and other interested stakeholders.

The Forum is not organized as a corporation and does not exercise regulatory, supervisory, or enforcement authority over its participants or any other persons or entities. Participation in the Forum is voluntary, and compliance with Forum work products is not mandated by the Forum.

The Forum’s activities consist primarily of discussion, collaboration, research, documentation, and the publication of consensus-based work products. Except as expressly provided in the Forum’s Intellectual Property Rights Policy, participation in the Forum does not create any agency, partnership, joint venture, fiduciary, or contractual relationship among participants.

Classifications of participation or “membership” are administrative in nature and are intended solely to facilitate participation in Forum activities. Such classifications do not confer ownership, control, or proprietary interests in the Forum or its assets.

---

2. NON-PROFIT STATUS AND LIMITATIONS

2.1 Non-Distribution and Private Inurement

The Forum is organized and operated on a non-profit basis.
No part of the net earnings, income, or assets of the Forum shall inure to the benefit of, or be distributable to, any participant, member, director, officer, or private person, except that the Forum may pay reasonable compensation for services rendered and may make payments in furtherance of its public-benefit purposes as permitted by law.

This provision is intended to satisfy the requirements applicable to non-profit organizations under U.S. Internal Revenue Code §501(c)(3) and comparable non-profit or public-benefit regimes in other jurisdictions.

---

2.2 Primary Purpose and Public Benefit

The Forum shall be operated primarily and substantially for purposes that are charitable, educational, and scientific in nature, including the promotion of Internet security, trust, and interoperability for the benefit of the public.

Any activities that incidentally benefit particular industries, participants, or classes of organizations shall be secondary and incidental to the Forum’s primary public-benefit purposes.

The Forum shall not be operated for the primary purpose of carrying on a trade or business, nor for the purpose of promoting the commercial interests of its participants.

---

2.3 Political and Legislative Activities

The Forum shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of or in opposition to any candidate for public office.

To the extent applicable under governing law, no substantial part of the activities of the Forum shall consist of carrying on propaganda or otherwise attempting to influence legislation, except as permitted for organizations qualifying for non-profit or public-benefit status under applicable law.

(For jurisdictions outside the United States, this provision shall be interpreted to impose equivalent limitations consistent with local law governing politically neutral, public-benefit associations.)

---

__. DISSOLUTION

__.1 Dissolution and Distribution of Assets

Upon the dissolution or termination of the Forum, and after the satisfaction of any outstanding liabilities, the remaining assets of the Forum shall be distributed exclusively for one or more public-benefit purposes consistent with the purposes of the Forum.

Such assets shall be transferred to one or more organizations that are organized and operated exclusively for non-profit, charitable, educational, or scientific purposes, and that qualify for tax-exempt or public-benefit status under applicable law, including but not limited to organizations recognized under U.S. Internal Revenue Code §501(c)(3) or comparable non-U.S. legal regimes (such as Swiss associations or foundations established for public or charitable purposes).

To view this discussion visit https://groups.google.com/a/groups.cabforum.org/d/msgid/infrastructure/5b14d59f-da96-4eae-9d13-39dd9640f6e4%40harica.gr.