[CCWG-ACCT] member organization and single membership structure

Nigel Roberts nigel at channelisles.net
Thu Jul 9 08:00:23 UTC 2015


+99

On 07/08/2015 11:37 PM, Kieren McCarthy wrote:
> A quick view specifically on "rights of inspection".
>
> I think enabling that some entity gets this right would be one of the
> most useful of all possible accountability improvements.
>
> It would - perhaps over time - pull out any motivations that might exist
> for ICANN to be misleading or less than truthful in its reporting. This
> is going to be especially important as ICANN receives increasingly large
> amounts of revenue and particularly given its current weak financial
> controls.
>
> (See: http://www.ionmag.asia/2015/07/icann-finances-swallow-the-money/)
>
> I predict that ICANN corporate will fight hard to prevent any entity
> from gaining this right. And that it will continue to fight hard even
> when someone has that right. That in itself should be a good indicator
> for why it should be a redline for the accountability group.
>
> To my mind, not allowing ICANN to hide information is the epitome of
> actual accountability. If you can't hide it, then to save on
> embarrassment you consider how best to share it. Over time, everyone gains.
>
>
> Kieren
>
>
>
> On Wed, Apr 22, 2015 at 9:51 AM, Greg Shatan <gregshatanipc at gmail.com
> <mailto:gregshatanipc at gmail.com>> wrote:
>
>     Roelof:
>
>     Derivative rights and the right of inspection are statutory rights
>     of members under California law.  Under a multiple member model,
>     each member could choose to exercise these rights individually.
>     Under a single member model, only the single statutory member would
>     have these rights.  Maybe this could be "fixed" so that individual
>     SOACs could exercise these rights in the name of the single member,
>     but I don't know if that works.
>
>     If we don't care to have those rights (or any of the rights that
>     members have individually), then a single member set-up might work.
>     I would note that the right to inspect ICANN documents (currently
>     only available in a DIDP) has been an issue of concern.  I would
>     also note that derivative rights are a powerful tool for enforcement
>     against an entity.
>
>     I agree that when it comes to spilling the whole board, or other
>     powers intended to be exercised by the community as a whole,, the
>     single member model has the least issues vis a vis the multiple
>     member model.  But when it comes to recalling an individual board
>     member or other powers to be exercised by a single member, the
>     single member model raises substantial issues.
>
>     Greg
>
>
>     On Wed, Apr 22, 2015 at 11:28 AM, Roelof Meijer
>     <Roelof.Meijer at sidn.nl <mailto:Roelof.Meijer at sidn.nl>> wrote:
>
>         Hi Ed,
>
>         Although I have no clue about what it actually means, I am quite
>         positive that “components of the community” .. “be[ing] able to
>         avail itself of derivative rights or the right of inspection” is
>         not a requirement that we formulated as a power, nor a criterium
>         we formulated for the selection of a mechanism. So I am at a bit
>         of a loss where that comes from.
>
>         Additionally, I do not see why stakeholders represented “in a
>         single tent” requiring a specified majority among those
>         representatives to execute a specific power (let’s say spilling
>         the board) would have less vitality and more blob, than
>         stakeholders in separate legal entities equally requiring the
>         same specified majority among those entities to execute a
>         specific power.
>
>         Best,
>
>         Roelof
>
>         From: Edward Morris <egmorris1 at toast.net
>         <mailto:egmorris1 at toast.net>>
>         Date: woensdag 22 april 2015 16:24
>         To: Matthew Shears <mshears at cdt.org <mailto:mshears at cdt.org>>
>         Cc: Roelof Meijer <roelof.meijer at sidn.nl
>         <mailto:roelof.meijer at sidn.nl>>, "avri at acm.org
>         <mailto:avri at acm.org>" <avri at acm.org <mailto:avri at acm.org>>,
>         "accountability-cross-community at icann.org
>         <mailto:accountability-cross-community at icann.org>"
>         <accountability-cross-community at icann.org
>         <mailto:accountability-cross-community at icann.org>>
>
>         Subject: Re: [CCWG-ACCT] member organization and single
>         membership structure
>
>         I look forward to independent counsel's analysis of this proposal.
>
>         Certainly my principle objection with this model is the
>         nullification of many of the benefits membership would bring to
>         components of the community. If the GNSO, for example, felt
>         strongly about an issue it would not be able to avail itself of
>         derivative rights or the right of inspection without the consent
>         of the greater community. Diversity is the strength of the
>         multistakeholder model and folding all rights into a single tent
>         would dampen the vitality of the diverse bottom up process and
>         instead submerge it into a giant blob like unit.
>
>         I do remain open, though, to others thoughts on the matter and
>         thank Roelof for bringing it up.
>
>         Ed
>
>         Sent from my iPad
>
>         On Apr 22, 2015, at 3:02 PM, Matthew Shears <mshears at cdt.org
>         <mailto:mshears at cdt.org>> wrote:
>
>>
>>         If this would achieve the same result as the broader
>>         membership model and at the same time be simpler to implement
>>         shouldn't it be looked at again?  Was there a specific reason
>>         it was discounted?
>>
>>         Matthew
>>
>>         On 4/22/2015 2:56 PM, Roelof Meijer wrote:
>>>         Hi Avri,
>>>
>>>         The sole membership construction, is a possibility described
>>>         in the legal document in several places: the comments by the
>>>         legal experts on the PCCWG mechanism template (page 64) and
>>>         the Community Council mechanism template (page 69). I sent
>>>         several emails about it to the WP1 list, suggesting to look
>>>         in the possibility as indeed it would not necessitate every
>>>         SO and AC to become a legal entity. And, as you do,
>>>         suggesting: "make the „Community Council” the sole member of
>>>         ICANN (and thus a formal legal entity), consisting of either
>>>         the SO and AC chairs or SO/AC elected representatives” (from
>>>         an email of 14 April).
>>>
>>>         And I would think it would enable the SO’s and AC’s
>>>         themselves to continue appointing directors, as they do now.
>>>         But that’s just guessing, based on the fact that the SO’s and
>>>         AC’s themselves would not change status
>>>
>>>         Best,
>>>
>>>         Roelof
>>>
>>>         From: Avri Doria <avri at acm.org <mailto:avri at acm.org>>
>>>         Organization: Technicalities
>>>         Reply-To: "avri at acm.org <mailto:avri at acm.org>" <avri at acm.org
>>>         <mailto:avri at acm.org>>
>>>         Date: woensdag 22 april 2015 15:09
>>>         To: "accountability-cross-community at icann.org
>>>         <mailto:accountability-cross-community at icann.org>"
>>>         <accountability-cross-community at icann.org
>>>         <mailto:accountability-cross-community at icann.org>>
>>>         Subject: Re: [CCWG-ACCT] member organization and single
>>>         membership structure
>>>
>>>         Hi,
>>>
>>>         On 22-Apr-15 08:26, Roelof Meijer wrote:
>>>>         2)
>>>>         What I find quite frustrating is that I have raised the
>>>>         point of the possibility (or not) of a single membership
>>>>         structure – an option mentioned by Sidley and Adler &
>>>>         Colving in their legal advice – several times by now without
>>>>         getting any substantial reaction. I am not aware that any
>>>>         serious effort to investigate this has led to a formal
>>>>         write-off.
>>>
>>>         In some way that might lessen the complexity of making most
>>>         SOAC an individual legal entity.
>>>
>>>         How would it work?  Would we continue to appoint Directors
>>>         just as we do now?
>>>
>>>         Or would there need to be some sort of Members Council that
>>>         took actions, working simliarly to the the executive board or
>>>         community council idea?
>>>
>>>         thanks
>>>
>>>         avri
>>>
>>>
>>>
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>>>
>>>
>>>
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>>
>>         --
>>         Matthew Shears
>>         Global Internet Policy and Human Rights
>>         Center for Democracy & Technology (CDT)
>>         + 44 (0)771 247 2987  <tel:%2B%2044%20%280%29771%20247%202987>
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