[CCWG-ACCT] Recap of yesterday's discussion on the models

[Jordan Carter]

This looks like a fair summary to me,
Jordan

On 20 October 2015 at 09:14, Mathieu Weill <mathieu.weill at afnic.fr> wrote:

> Dear colleagues,
>
> This is a recap of the discussion we have had yesterday, based on the
> summary I have provided at the end of the session. This is intended to
> capture the progress we've made to support our further work.
>
> ----------------------------------
>
> Our group has agreed that Multiple Member or Designator options presented
> higher risks of capture and of complexity, and that arbitration based
> options (such as MEM) presented some legal uncertainties that the group
> preferred to avoid.
>
> We have focused our work on Sole Member and Sole Designator Models and
> started to compare them based on a list of criteria.
>
> The list of criteria discussed so far was :
> •Enforcement
> –Direct or Indirect enforceability
> –Worst case enforcement delay
> –Cost of worst case enforcement
>
> •Capture risk
> –Derivative action against Board
> –Right to dissolve organization
> –Balance between the various SOs or the Acs
> –Scope of issues whereBoardbusiness judgement is applied (fiduciary duty)
>
> •Transparency
> –Access to corporate records
>
> •Complexity
> –Necessity to create legal persons for SO/Acs
> –Necessity for individuals to act as legal persons
> –Ease of understanding
> –Ability to explain that the change is minimal
>
> The discussion has confirmed that :
>
>    - Member model provides direct enforcement of Separation recommendation
>    - CWG requirements could be met with either model
>    - Board can be constrained in the Designator model if a separation
>    process is incorporated in the Bylaws
>    - CWG recommendations request a form of co-decision regarding
>    Separation.
>    - Going to Arbitration for some specific powers has some level of
>    uncertainty both for Member and Designator models
>    - Member enforcement of the various powers implies a year of legal
>    action
>    - IRP enforcement is not different in each model in terms of timing
>    - Litigation is very unlikely, not only because of the time and cost
>    associated, but also because Board recall would provide a faster way.
>
>
> Our lawyers have been tasked to investigate whether and how the articles
> of Association could clarify that the Purpose of the organization includes
> the need to promote and enhance the bottom up multistakeholder model.  If
> so, this might align the duties of Directors with consensus decisions by
> the community.
>
>
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>


-- 
Jordan Carter

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