[CCWG-ACCT] Questions about Members

Seun Ojedeji seun.ojedeji at gmail.com
Wed Apr 22 08:10:18 UTC 2015

On Wed, Apr 22, 2015 at 7:24 AM, Greg Shatan <gregshatanipc at gmail.com>

> Jordan,
> My assumption/understanding had been a little bit different.  Rather than
> the UA's being "alter egos" of the SOACs, it had been my understanding that
> the SOACs would become UAs (indeed many are probably de facto UAs
> already).  That said, we should see whether this alter ego set-up is viable
> (or is the one intended, and I'm not keeping up).  It could solve some of
> the "problems" being raised.  By the way, it brings to mind the
> relationship between the ASO and the NRO, though there are certainly
> differences.

I guess UA is a new acronym to the long list, you may care to define it
:-). That said, i don't see the similarity to the NRO/ASO configuration
perhaps you care to further clarify OR maybe you meant NRO-NC to ASO
configuration where the same member of NRO-NC also populate the ASO?


> Greg
> On Wed, Apr 22, 2015 at 1:44 AM, Jordan Carter <jordan at internetnz.net.nz>
> wrote:
>> hi Alan, all
>> Alan, I think you might accidentally have gotten yourself into one of
>> those horrible downward spirals of concern here. So I offer my more
>> optimistic take.
>> The creation of unincorporated associations for the purpose of giving
>> members the legal personality they need would have bearing only on the role
>> of the SOs and ACs *as members* (or designators - it's advantageous for
>> designators to have this legal personality, too).
>> Because the rights we want these "members" to have are / would be very
>> clear, it will be relatively simple to make sure these unincorporated
>> associations are minimalist in every way. The component
>> people/organisations in the SOs and ACs would only act through the
>> associations in order to exercise those membership rights.
>> Those associations would be the "persons". They are arms length from
>> ICANN. The fact that the people who populate them are also populating
>> internal ICANN structures has no bearing on that personhood.
>> In every other way for all the usual business of ICANN, things would be
>> as they are now. If ICANN were to fundamentally restructure the SOs and
>> ACs, or even just one of them, it would as part of that process have also
>> to change the membership rules to define the new "XNSO" as a member, and
>> refer to the association involved (which would just be another part of
>> establishing it). That just adds a pretty simple, low-key process to the
>> (very complex, no doubt) process of changing an SO or AC.
>> The critical point is that you are wrong where you say "we take these
>> entities and make them Members". No. We would be asking the people and
>> entities that populate those ICANN bodies (which aren't entities) and
>> giving them the chance to exercise their designators or members powers
>> through these associations.
>> That is - under the package of reforms we are proposing, such
>> associations would be the vehicle for the community to exercise power over
>> the corporation, as part of the membership and designator form. Not
>> anything else.
>> All that said - it would probably be really useful to see what the rules
>> of such a beast would look like? We know from legal advice so far that
>> there's no flow of fiduciary responsibility or liability through this
>> approach, but concreteness can help.
>> On the other hand, we've agreed that we are not trying to solve all the
>> details at this point of the process. So maybe adding that (and even
>> responding to this!) aren't helpful.....?
>> cheers
>> Jordan
>> On 22 April 2015 at 17:23, Alan Greenberg <alan.greenberg at mcgill.ca>
>> wrote:
>>> I tend to relate to many of Chris' concerns about Members, but putting
>>> that aside, I am side a bit confused about the concept itself.
>>> I understand that to be Members, the ACs and SOs concerned would need to
>>> have legal status (unincorporated associations in this case). But this is
>>> where it becomes messy in my mind. The ACs and SOs are in fact creatures of
>>> (inventions of?) the ICANN Bylaws. Now we take those entities, give them
>>> status as associations, and make them Members of ICANN under its new Bylaws.
>>> In my previous involvement with Membership organizations, the Members
>>> were arms-length-removed from the organization of which they were members.
>>> This sounds sort of like a circular definition - entities created by the
>>> ICANN Bylaws become its controlling Members.
>>> In the past, ICANN could alter its Bylaws and create new ACs or SOs and
>>> make others go away (DNSO --> GNSO + ccNSO, for example). Could it still do
>>> that? If the GNSO was replaced by the XNSO, would the GNSO Unincorporated
>>> Association still be a Member?
>>> Could ICANN mandate changes in an AC or SO as it now can?
>>> The questions keep on coming...
>>> Alan
>>> _______________________________________________
>>> Accountability-Cross-Community mailing list
>>> Accountability-Cross-Community at icann.org
>>> https://mm.icann.org/mailman/listinfo/accountability-cross-community
>> --
>> Jordan Carter
>> Chief Executive
>> *InternetNZ*
>> 04 495 2118 (office) | +64 21 442 649 (mob)
>> jordan at internetnz.net.nz
>> Skype: jordancarter
>> *A better world through a better Internet *
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*Seun Ojedeji,Federal University Oye-Ekitiweb:      http://www.fuoye.edu.ng
<http://www.fuoye.edu.ng> Mobile: +2348035233535**alt email:
<http://goog_1872880453>seun.ojedeji at fuoye.edu.ng
<seun.ojedeji at fuoye.edu.ng>*

The key to understanding is humility - my view !
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