[CCWG-ACCT] Open ALAC Issues

Wed Jan 27 22:12:11 UTC 2016

Dear Holly,
Thank you for clarification
YEs we should to specify that :
 NOT ONLY each participating AC/SO must identify who it's representative
will be.” BUT ALSO IHER OR HIS SCOPE OF AUTHORITY AND RESPONSIBLITY on a
case by case.
NO OVERALL CARTE BANCHE but do we have time to enter to that level of
détails at this last but one week ???
Regards
Kavouss

2016-01-27 22:07 GMT+01:00 Jordan Carter <jordan at internetnz.net.nz>:

> I apologise for my overenthusiastic rush to completely agree with Chris -
> the part I thought was completely right is that this issue has been
> resolved satisfactorily.
>
> Greg, your explanation is as ever lucid, clear, and comprehensive (but not
> excessive).
>
> :-)
>
> Jordan
>
> On 28 January 2016 at 10:05, Greg Shatan <gregshatanipc at gmail.com> wrote:
>
>> I don't think Chris is quite right, though he's close.  We are not
>> heading back to anything.  A basic premise of the Third Draft Proposal is
>> that there will be a legal entity -- an unincorporated association that
>> will be the tool by which the community  exercises the Community Powers
>> *after* a decision is made to do so by the participating SO/ACs.
>>
>> But individuals will not themselves provide legal personhood -- that is
>> accomplished through the unincorporated association (the Empowered
>> Community/Single Designator Entity (ECSDE) (or GOLEM, if you prefer that
>> acronym)).
>>
>> I suppose there is one open question, which is the process by which the
>> unincorporated association is set up, and whether any legal or natural
>> persons need to be involved in that.  I believe it is clear that a SO/AC
>> can be a decisional entity without having any legal or natural persons
>> involved in setting up the unincorporated association/ECSDE/GOLEM entity.
>>
>> Greg
>>
>> On Wed, Jan 27, 2016 at 3:36 PM, Jordan Carter <jordan at internetnz.net.nz>
>> wrote:
>>
>>> Chris is completely right. The UA doesn't make decisions - it acts only
>>> on the instructions of the SOs and ACs. It has to have one or two humans
>>> (or entities) as members to exist, but they won't have the decision rights.
>>>
>>> I am sure that the lawyers can point to their memos that set this all
>>> out in depth. It was discussed in great detail in the middle of 2015, and
>>> resolved....
>>>
>>>
>>> bests
>>> Jordan
>>>
>>>
>>> On 28 January 2016 at 09:25, Chris Disspain <ceo at auda.org.au> wrote:
>>>
>>>> Hello All,
>>>>
>>>> I thought the basis of the model was that either each so/ac would
>>>> appoint a person to be the legal persons or a small number of nominated
>>>> individuals (2 was discussed I think) would provide the required legal
>>>> personhood but would not be empowered to do anything without instruction
>>>> from the so/acs. We now seem to be heading back to a requirement that
>>>> so/acs for lead entities in some way which is challenging for some to say
>>>> the least!
>>>>
>>>> Could we please get clarity on where we are at with this?
>>>>
>>>>
>>>> Cheers,
>>>>
>>>>
>>>> Chris
>>>>
>>>> On 28 Jan 2016, at 05:16 , Nigel Roberts <nigel at channelisles.net>
>>>> wrote:
>>>>
>>>> I don't mean to be pedantic about this, but are the SOs and ACs also
>>>> going to be constituted as UAs???
>>>>
>>>> Otherwise, I see an issue -- surely to form the EC as a UA, the members
>>>> of the UA need to be persons (whether natural or legal matters not).
>>>>
>>>> So it seems to me that all the SOs and ACs need to have legal
>>>> personality.
>>>>
>>>> Or will the members of the EC just be the Chairs of the SOs and ACs in
>>>> a personal capacity??
>>>>
>>>>
>>>>
>>>>
>>>> On 27/01/16 18:11, Gregory, Holly wrote:
>>>>
>>>> We agree that the language that ALAC points to (reproduced directly
>>>> below)  could be clarified:
>>>>
>>>> “ 3. On page 14, item 2 of the draft proposal (and on page 5 of Annex
>>>> 1), it says "The members of the unincorporated association would be
>>>> representatives of ICANN's Supporting Organizations and Advisory
>>>> Committees that wish to participate." We have never discussed how
>>>> such members are identified. Presumably we should to specify that
>>>> each participating AC/SO must identify who it's representative will be.”
>>>>
>>>> The notion is that some persons are needed to ensure that the decisions
>>>> of the Empowered Community are implemented.  While the participating SOs
>>>> and ACs will be members of the unincorporated association,  each
>>>> participating SO and AC should have a representative ,  and for
>>>> simplicity we recommend that in each instance it be the chair of the AC
>>>> or SO.  We have addressed this notion in our memo about implementation
>>>> of the unincorporated association, which we circulated a link to last
>>>> week in our high level comments regarding the IRP.
>>>>
>>>> HOLLY J. GREGORY
>>>> Partner and Co-Chair
>>>> Global Corporate Governance & Executive Compensation Practice
>>>>
>>>> *Sidley Austin LLP**
>>>> *+1 212 839 5853
>>>> holly.gregory at sidley.com <mailto:holly.gregory at sidley.com
>>>> <holly.gregory at sidley.com>>
>>>>
>>>> *From:*accountability-cross-community-bounces at icann.org
>>>> [mailto:accountability-cross-community-bounces at icann.org
>>>> <accountability-cross-community-bounces at icann.org>] *On Behalf Of
>>>> *Seun Ojedeji
>>>> *Sent:* Wednesday, January 27, 2016 9:47 AM
>>>> *To:* Kavouss Arasteh
>>>> *Cc:* accountability-cross-community at icann.org
>>>> *Subject:* Re: [CCWG-ACCT] Open ALAC Issues
>>>>
>>>> Well even if we don't need it now. It will be good to recognise that
>>>> it's yet to be discussed. However considering that the UA is required
>>>> once board approves the proposal then it may be good to determine and
>>>> conclude on this soon enough.
>>>>
>>>> That said, it may be good to be sure that those member representatives
>>>> have no power to act unilaterally. I would have thought using 1 stone to
>>>> kill to birds will be good i.e making the various chairs/leaders of
>>>> SO/AC to serve is such capacity. That gives some level of responsibility
>>>> and security on that various SO/AC can always boot out their leader
>>>> whenever required.
>>>>
>>>> Regards
>>>>
>>>> On 27 Jan 2016 15:02, "Kavouss Arasteh" <kavouss.arasteh at gmail.com
>>>> <mailto:kavouss.arasteh at gmail.com <kavouss.arasteh at gmail.com>>> wrote:
>>>>
>>>> Dear All,
>>>>
>>>> I think people contuinue to go to the last milimiter of the road and
>>>> generate a new discussion and debate about the number of représentatives
>>>> in Unincorprated associattion  représentatives and start a new round of
>>>> bebates and dispute
>>>>
>>>> Do we need this information now pls ?
>>>>
>>>> Kavouss
>>>>
>>>> 2016-01-27 6:14 GMT+01:00 Alan Greenberg <alan.greenberg at mcgill.ca
>>>> <mailto:alan.greenberg at mcgill.ca <alan.greenberg at mcgill.ca>>>:
>>>>
>>>> As per my comment in the CCWG meeting earlier today, here is a list of
>>>> the issues still to be resolved from the ALAC statement on the 3rd Draft
>>>> Proposal.
>>>>
>>>>
>>>> There are three issues currently under discussion.
>>>>
>>>> 1. ICANN Mission and ensuring that contract provisions will not be
>>>> invalidated or be unenforceable.
>>>>
>>>> 2. The issue regarding market mechanisms.
>>>>
>>>> 3. Human Rights (original issue resolved but pending final wording).
>>>>
>>>>
>>>> Issues to be addressed.
>>>>
>>>>
>>>> 1. The first is a relatively trivial one and easily addressed. Rec# 4,
>>>> in the section on replacing the Interim Board states:
>>>>
>>>> "SOs, ACs, and the Nominating Committee will develop replacement
>>>> processes that ensure the Interim Board will not be in place for more
>>>> than 120 days."
>>>>
>>>> The ALAC request that this be changed to:
>>>>
>>>> "SOs, ACs, and the Nominating Committee will develop processes designed
>>>> to replace Interim Board members within 120 days."
>>>>
>>>> By removing the word "ensure", this change, while not altering the
>>>> intent, goes along with the recent practice of not putting hard
>>>> deadlines in the Bylaws, deadlines that for one reason or another may
>>>> not be met in a particular instance.
>>>>
>>>>
>>>> 2. Rec# 10, AoC. The Recommendation suggests that as part of
>>>> organizational reviews, the AC/SO's accountability be included in the
>>>> review. The ALAC suggests that this be enshrined in Article IV, Section
>>>> 4.1 of the ICANN Bylaws.
>>>>
>>>>
>>>> 3. On page 14, item 2 of the draft proposal (and on page 5 of Annex 1),
>>>> it says "The members of the unincorporated association would be
>>>> representatives of ICANN's Supporting Organizations and Advisory
>>>> Committees that wish to participate." We have never discussed how such
>>>> members are identified. Presumably we should to specify that each
>>>> participating AC/SO must identify who it's representative will be.
>>>>
>>>>
>>>>
>>>>
>>>>
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>>>
>>>
>>> --
>>> Jordan Carter
>>>
>>> Chief Executive
>>> *InternetNZ*
>>>
>>> +64-4-495-2118 (office) | +64-21-442-649 (mob)
>>> Email: jordan at internetnz.net.nz
>>> Skype: jordancarter
>>> Web: www.internetnz.nz
>>>
>>> *A better world through a better Internet *
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>>
>
>
> --
> Jordan Carter
>
> Chief Executive
> *InternetNZ*
>
> +64-4-495-2118 (office) | +64-21-442-649 (mob)
> Email: jordan at internetnz.net.nz
> Skype: jordancarter
> Web: www.internetnz.nz
>
> *A better world through a better Internet *
>
>
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