<p dir="ltr">Hello Malcolm,</p>
<p dir="ltr">Are you certain there is no lega person-hood required because that section referenced by James seem to imply that. I quote a specific section below:</p>
<p dir="ltr">"... the Community Mechanism as Sole Member Model would be a *legal person* created through the ICANN Bylaws as an unincorporated association...."</p>
<p dir="ltr">Regards<br>
Sent from my Asus Zenfone2<br>
Kindly excuse brevity and typos.</p>
<div class="gmail_quote">On 1 Oct 2015 15:39, "Malcolm Hutty" <<a href="mailto:malcolm@linx.net">malcolm@linx.net</a>> wrote:<br type="attribution"><blockquote class="gmail_quote" style="margin:0 0 0 .8ex;border-left:1px #ccc solid;padding-left:1ex"><br>
<br>
On 01/10/2015 15:27, James Gannon wrote:<br>
> Kavouss,<br>
> I refer you to paragraph 306 of our 2nd draft proposal which states:<br>
><br>
> As required by law, the Sole Member in the Community Mechanism as<br>
> Sole Member Model would be a legal person created through the ICANN<br>
> Bylaws as an unincorporated association. The Community Mechanism as<br>
> Sole Member Model would rely on direct participation by SOs and ACs<br>
> in this sole member for exercise of community powers but would not<br>
> require any of them to have legal personhood. The Sole Member would<br>
> have no officers or directors and no assets.<br>
><br>
> So it is clear that we have not dropped unincorporated association<br>
> totally as the SMCM would be required to be an unincorporated association.<br>
><br>
> I hope that makes things clearer as to what I am referring to.<br>
<br>
I think there is a simple miscommunication here.<br>
<br>
Our first reference model was Empowered SOACs as Unincorporated<br>
Associations. This would require turning the SOACs into UAs. That was<br>
problematic. We dropped it. It's not coming back.<br>
<br>
Our current reference model is the Single Member. This wouldn't require<br>
the SOACs to change at all. Californian law may deem the Single Member<br>
to be considered a UA in itself, but this is just a matter of statutory<br>
construction. The Single Member has no registration or reporting<br>
requirements, no need for officers, directors, assets etc. It is simply<br>
a legal notion. So there's really no need to focus on the fact that a<br>
lawyer would construe the Single Member as a UA, because that doesn't<br>
imply what people would think it implies.<br>
<br>
<br>
--<br>
Malcolm Hutty | tel: <a href="tel:%2B44%2020%207645%203523" value="+442076453523">+44 20 7645 3523</a><br>
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