[Acct-Legal] [CCWG-ACCT] Fwd: Revised memo on Unincorporated Associations, with sample Articles of Association attached

[List for the work of CCWG-Accountability Legal SubTeam]

Hi all, Chris:

On 2 May 2015 at 11:12, Chris Disspain <ceo at auda.org.au> wrote:

> What if the only way the UA acts is on resolution of the SO Council?
>
> Its bylaws could easily say that.
>
> In which case, it has no initiative at all, and has no means by which to
> "act" other than by decision of the SO it acts for.
>
>
> Yup, but unless you can sue it, you can't actually stop it from ignoring
> you or doing it's own thing acting outside its bylaws. In other words, it
> is no different to ICANN ignoring its by law that says the SOs can veto the
> budget.
>

In a way, isn't that quite like saying you can't sue yourself? ;-)

More seriously, I am pretty confident that members of an unincorporated
association CAN sue it, UNLIKE the situation for participants in ICANN SOs
and ACs who do not have standing to sue the corporation.



> And, of course, this all may be acceptable to the various SOs and ACs
> but I do want us to be clear what we are buying in to!
>
>
>
Clarity is indeed vital.

J


>
> Cheers,
>
>
> Chris
>
> On 2 May 2015, at 08:44 , Jordan Carter <jordan at internetnz.net.nz> wrote:
>
> Chris, these are great questions -thank you for answering them.
>
> Here is my take on this one...:
>
> On 2 May 2015 at 10:28, Chris Disspain <ceo at auda.org.au> wrote:
>
>> Thanks.
>>
>> I'll assume it attempts to. Here's what is says:
>>
>> "The control mechanism for an SO/AC over its unincorporated association
>> could be essentially the same as whatever control mechanisms currently
>> exist to ensure that the SO/ACs do what their participants collectively
>> decide they should do.  *For example, if an SO/AC has a chair, that
>> chair could be empowered and directed by the participants in the SO/AC to
>> cause the unincorporated association of that SO/AC to act as dir**ected
>> by the SO/AC to exercise membership or designator rights.*  If the chair
>> refused, that chair could presumably be subjected to discipline or removed
>> and replaced under existing procedures within the SO or AC, just as if the
>> chair had refused to take any other action as directed by the SO/AC.  If
>> existing control mechanisms within SO/ACs are insufficient, the SO/AC could
>> modify them to address the weakness."
>>
>> I refer to the text in bold. I agree. However this does not answer the
>> question, "and what power of enforcement over the UA does the SO or AC have
>> if the UA refuses to act as directed or if it starts to act on its own
>> behalf without direction?".
>>
>
> What if the only way the UA acts is on resolution of the SO Council?
>
> Its bylaws could easily say that.
>
> In which case, it has no initiative at all, and has no means by which to
> "act" other than by decision of the SO it acts for.
>
>
>>
>> This is and has been the point I have been making for the last day or so.
>>
>
> It is an extremely important point.
>
> cheers
> Jordan
>
> --
> Jordan Carter
>
> Chief Executive
> *InternetNZ*
>
> 04 495 2118 (office) | +64 21 442 649 (mob)
> jordan at internetnz.net.nz
> Skype: jordancarter
>
> *A better world through a better Internet *
>
>
>


-- 
Jordan Carter

Chief Executive
*InternetNZ*

04 495 2118 (office) | +64 21 442 649 (mob)
jordan at internetnz.net.nz
Skype: jordancarter

*A better world through a better Internet *
-------------- next part --------------
An HTML attachment was scrubbed...
URL: <http://mm.icann.org/pipermail/ccwg-accountability5/attachments/20150502/a5aabad8/attachment.html>