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My presumption is that the AC/SO/or whatever would be the
"member" and that the Chair (or delegate) would be the
representative of the member.<br><br>
I understand that members may be individuals, incorporated bodies or
unincorporated bodies, but I question whether a Member can be an
organization that owes its existence to the body in which is it a member.
That seems to be circular definition.<br><br>
Alan<br><br>
At 27/01/2015 01:05 PM, Jonathan Zuck wrote:<br><br>
<blockquote type=cite class=cite cite="">The idea of ICANN membership has
come up as a means to anchor the organization in the existing bottom-up,
multi-stakeholder community, thereby ensuring its continued legitimacy.
The very essence of work stream 1 is that ICANN’s Board of Directors
would become accountable to the community, in much the same way that the
Boards of publicly-traded companies are ultimately accountable to their
shareholders.<br>
Some good and reasonable questions have been raised on the list about the
legality and complexity of a possible membership structure under
California not-for-profit corporate law. I tasked my in-house counsel
with researching some of these questions and, while recognizing that the
CCWG still needs independent expert advice, here’s what she’s been able
to determine:<br>
<br>
<b>Q: What would this look like?<br>
</b><i>Briefly, the idea is that the head of each of the 11 current ICANN
groups (</i>supporting organizations, advisory committees, and
stakeholder groups) <i>would become one of the members of ICANN, and
would continue to serve as an ICANN member until someone else took over
the leadership of that group</i>. <br>
<br>
<b>Q: Is the proposed membership structure legal?<br>
</b><i>A: Under California non-profit law, a tax-exempt organization may
be comprised of members. A tax-exempt organization has broad leeway
to create a membership structure that best suits its particular needs.
It’s clear under California law that individuals may be members. Cal.
Corp. Code 5310(a). Moreover, California law does not restrict membership
to legally organized groups. Cal. Corp. Code 5313. Thus, it is
appropriate for an individual, identified by a group (whether
incorporated or unincorporated) to be a member. Alternately, membership
can be granted to a group, which can then authorize a person to vote on
its behalf. Cal. Corp. Code 5056(c).<br>
<br>
</i><b>Q: Will the Government Advisory Committee have a member? Can
a government representative be a member of a non-profit
organization?<br>
</b><i>A: Yes. As an Advisory Committee, the GAC would have one
member on ICANN. California non-profit law permits a government
representative (including a representative of a foreign government) to be
a member of a non-profit organization. However, if the GAC determines
that it prefers to remain only an advisory body and not take on this new
membership role, the model is still viable.<br>
<br>
</i><b>Q: Will the new membership structure be flexible enough to
accommodate future changes to ICANN?<br>
</b><i>A: Yes. Future changes to ICANN membership status would be
approved by the members. For example, if a new stakeholder group,
supporting organization or advisory committee is created under the
bylaws, the current members could offer membership to that entity by a
3/4 vote. Similarly, the current members could remove a current
member by a 3/4 vote. The required flexibility would just need to
be incorporated into the updated bylaws. <br>
<br>
</i><b>Q: How would the members remain accountable?<br>
</b><i>To ensure full accountability, the 11 members would serve on
behalf of their respective memberships and could be recalled or replaced
by their group at any time.<br>
<br>
</i><b>Q: How to prevent membership from being GNSO-heavy?<br>
</b><i>Any concerns about the 11 members being too GNSO-heavy could be
addressed via a weighted voting structure or similar mechanism. <br>
<br>
</i><b>Q: How will the new membership structure prevent organizational
capture? Will each member be treated the same?<br>
</b><i>A: The new membership structure prevents organizational capture by
giving each stakeholder group only one representative member to ICANN and
requiring a 3/4 vote for significant decisions, thereby ensuring
significant consensus. Each member receives one vote of equal
weight to the other members. For instance, governments are
represented by the GAC Chair, and have only one collective voice out of
11 in the accountability process.<br>
<br>
</i><b>Q: Will the membership process preclude those unable or unwilling
to pay membership dues?<br>
</b><i>A: Membership would be free to all eligible members.
Participation in the existing group of supporting organizations and
advisory committees will not be altered, and will remain free of
charge.<br>
</i> <br>
I hope this helps to inform our discussions while we wait for the
independent legal experts to give us their views.<br>
<br>
<br>
Jonathan Zuck<br>
<i>President<br>
</i>202-331-2130 X 101 |
<a href="mailto:jzuck@actonline.org">jzuck@actonline.org</a> | Skype:
jvzuck<br>
<br>
ACT | The App Association<br>
<br>
<br>
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