[CCWG-ACCT] member organization and single membership structure
Nigel Roberts
nigel at channelisles.net
Thu Jul 9 14:20:24 UTC 2015
One of the leading authorites on this matter, and the real dangers of UA
structures is the Gillingham Bus Disaster case (RE GILLINGHAM BUS
DISASTER FUND [1958] Ch 300)
https://books.google.com/books?id=s5h4LUHhYC0C&pg=PA145&lpg=PA145&dq=Gillingham+Bus+Disaster+appeal+judgment&source=bl&ots=rGrH81jGKn&sig=jCRoZq2-tiGTN7MUuzoteOS0oPw&hl=en&sa=X&ei=r4KeVbjAHIT2UpHHi4AL&ved=0CCQQ6AEwAQ#v=onepage&q=Gillingham%20Bus%20Disaster%20appeal%20judgment&f=false
Happy reading.
On 09/07/15 15:17, Nigel Roberts wrote:
> Unincorporated associations in English, and Scottish law explicitly have
> unlimited liability. There is no registration involved, they simply
> exist as a matter of law. So if you and I formed a bridge club at our
> local pub, and invited members, that would automatically be a UA, would
> NOT have legal personality, and the members, and more particularly, the
> officers, would have UNlimited liabtliy
>
> The assets of the UA are held on trust, in the legal name of the
> officers, for the purposes of the UA.
>
> I am assuming the difference here is that a California unincorporated
> assocation is not an unregistered entity but is a creature of statute
> (state law), giving limited liability following a registration process.
>
> Is that correct?
>
>
> Nigel
>
> PS: I apologise for not having read every single email that was sent
> before I joined this list last week; as my law professor (a High Court
> judge said: "Nothing is obvious to everybody").
>
> On 09/07/15 15:07, Greg Shatan wrote:
>> Nigel,
>>
>> A California unincorporated association is a limited liability vehicle,
>> as it is in certain other jurisdictions. If we were to go down the
>> route of have SO/ACs be/create/empower (three different options) a legal
>> entity, one would expect a choice to be made that would shield SO/ACs
>> and their members from unlimited legal liability (and there are a
>> variety of options to do so). While this should be implicit by now in
>> this discussion, since it has been explicitly discussed in the past, I'm
>> glad for the opportunity to make it explicit once again. Suggesting
>> someone cross the street is not equivalent to telling them to walk into
>> traffic.
>>
>> Greg
>>
>> On Thu, Jul 9, 2015 at 9:40 AM, Nigel Roberts <nigel at channelisles.net
>> <mailto:nigel at channelisles.net>> wrote:
>>
>> Greg, all
>>
>> I have a deadly serious question.
>>
>> Why would any Member of an SO voluntarily submit to the danger of
>> unlimited monetary liability?
>>
>> So why is anyone even considering UA status for more than 10 seconds?
>>
>>
>> Nigel
>>
>> See
>>
>> http://www.scvo.org.uk/setting-up-a-charity/decide-on-a-structure/voluntary-or-unincorporated-association/
>>
>>
>>
>> On 09/07/15 14:35, Seun Ojedeji wrote:
>>
>> On Thu, Jul 9, 2015 at 1:34 PM, Greg Shatan
>> <gregshatanipc at gmail.com <mailto:gregshatanipc at gmail.com>
>> <mailto:gregshatanipc at gmail.com
>> <mailto:gregshatanipc at gmail.com>>> wrote:
>>
>> Seun,
>>
>> Can you point where this understanding and learning comes
>> from? I
>> don't think any of this is correct, unless you are
>> referring to a
>> "council" where each SO/AC is a statutory member of the
>> corporation.
>>
>>
>> Yes indeed thats what i was referring to
>>
>> This is not the case in the "single member model," where
>> there is
>> only one statutory member.
>>
>>
>> Okay thanks for clarifying that for me. So if i get this
>> correctly; does
>> it mean one of the SO/AC will be a member and then every other
>> SO and AC
>> exercise their powers through that single member?. Specifically
>> which of
>> the SO/AC will be member in the single member model?
>>
>> However if one of the SO/AC won't have to become a member but
>> the entire
>> council becoming a UA to fulfill membership requirement, how
>> will that
>> address some SO/AC not wanting to enter into such legal
>> formality? also
>> how will accountability of the council be ensured as it could
>> then mean
>> creating a mini-ICANN board as the council members would have
>> the voting
>> rights, independence et all. Perhaps the council can be limited
>> by its
>> governing document, but how will removing council members for
>> instance
>> be in effect if the populating source(SO/AC) is not a UA.
>>
>> Perhaps its not as complicated as i am imagining it so it will
>> be good
>> to hear some clarifications.
>>
>> Regards
>>
>>
>> Greg
>>
>> On Thursday, July 9, 2015, Seun Ojedeji
>> <seun.ojedeji at gmail.com <mailto:seun.ojedeji at gmail.com>
>> <mailto:seun.ojedeji at gmail.com
>> <mailto:seun.ojedeji at gmail.com>>> wrote:
>>
>> I understand the powers would be bestowed on the council
>> individuals and not their source position;
>>
>> For instance one of the option is to populate the
>> community
>> council with leaders of SO/AC, which IMO would be the
>> cheapest
>> route in this model so they would be occupying a
>> virtual seat
>> and exercise those powers when required. It would also
>> allow the
>> various SO/AC internet accountability mechanisms
>> apply to
>> council including removal of members.
>>
>> However, I then learnt that the council cannot be
>> formed by
>> SO/AC leader positions but rather to the occupants of
>> that
>> position. This would mean having to rewrite the
>> bylaw/document
>> forming the council often since leaders of those
>> positions are
>> dynamic and could change at anytime. Will be good to
>> know if
>> that is no longer the case
>>
>> Regards
>> Sent from Google nexus 4
>> kindly excuse brevity and typos.
>>
>> On 7 Jul 2015 2:56 pm, "Roelof Meijer"
>> <Roelof.Meijer at sidn.nl <mailto:Roelof.Meijer at sidn.nl>>
>> wrote:
>>
>> Interesting, we’re back on the subject of a single
>> member
>> structure. It was written off before
>>
>> Cheers,
>>
>> Roelof
>>
>> From:
>> <accountability-cross-community-bounces at icann.org
>> <mailto:accountability-cross-community-bounces at icann.org>> on
>> behalf of Roelof Meijer <roelof.meijer at sidn.nl
>> <mailto:roelof.meijer at sidn.nl>>
>> Date: woensdag 22 april 2015 15:56
>> To: "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
>>
>> 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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>>
>> --
>>
>> ------------------------------------------------------------------------
>>
>> /Seun Ojedeji,
>> Federal University Oye-Ekiti
>> web: http://www.fuoye.edu.ng
>> Mobile: +2348035233535 <tel:%2B2348035233535>
>> //alt
>> email:<http://goog_1872880453>seun.ojedeji at fuoye.edu.ng
>> <mailto:seun.ojedeji at fuoye.edu.ng>
>> <mailto:seun.ojedeji at fuoye.edu.ng
>> <mailto:seun.ojedeji at fuoye.edu.ng>>/
>>
>> The key to understanding is humility - my view !
>>
>>
>>
>>
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