[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
>>
>>
>>
>>
>>
>> ------------------------------------------------------------------------
>>                      Avast logo <http://www.avast.com/>
>>
>>                      This email has been checked for viruses by Avast
>>         antivirus
>>                      software.
>>         www.avast.com <http://www.avast.com> <http://www.avast.com/>
>>
>>
>>
>>                      _______________________________________________
>>                      Accountability-Cross-Community mailing list
>>         Accountability-Cross-Community at icann.org
>>         <mailto:Accountability-Cross-Community at icann.org>
>>
>> https://mm.icann.org/mailman/listinfo/accountability-cross-community
>>
>>
>>                  _______________________________________________
>>                  Accountability-Cross-Community mailing list
>>         Accountability-Cross-Community at icann.org
>>         <mailto:Accountability-Cross-Community at icann.org>
>>
>> https://mm.icann.org/mailman/listinfo/accountability-cross-community
>>
>>
>>
>>
>>         --
>>
>> ------------------------------------------------------------------------
>>
>>              /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 !
>>
>>
>>
>>
>>         _______________________________________________
>>         Accountability-Cross-Community mailing list
>>         Accountability-Cross-Community at icann.org
>>         <mailto:Accountability-Cross-Community at icann.org>
>>
>> https://mm.icann.org/mailman/listinfo/accountability-cross-community
>>
>>     _______________________________________________
>>     Accountability-Cross-Community mailing list
>>     Accountability-Cross-Community at icann.org
>>     <mailto:Accountability-Cross-Community at icann.org>
>>     https://mm.icann.org/mailman/listinfo/accountability-cross-community
>>
>>
>



More information about the Accountability-Cross-Community mailing list