[Npoc-discuss] Creating an NGO for NPOC in Estonia - with a bank account

Wed Apr 28 19:01:37 UTC 2021

Hi Raoul and all, 
As you know I am also fully support this venture. I agree with some comments here about structure membership, but I know the idea is start operating as soon as possible. I think we all should discuss what EC members would be part as founding member to maintain the Board and relationship with ICANN ecosystem.
Best Regards,

JUAN MANUEL ROJAS P.
Director - MINKA DIGITAL ColombiaGNSO Councilor - ICANNCivil Soc. Rep - CODECTI  (Comité Departamental de Ciencia Tecnología e Innovación)
Master IT candidate, Universidad de los Andes
Cel. +57 301 743 56 00
Instagram/Twitter: @JmanuRojas

    El miércoles, 28 de abril de 2021 12:00:03 p. m. GMT-5, Remmy Nweke via Npoc-discuss <npoc-discuss at icann.org> escribió:  

Hi Raoul

Thanks for bringing this up again.

The intention is always appreciated but for the sustenanceof operational end beyond this regime. I also want to believe this is a specialpurpose vehicle to mitigate the challenges of receiving funds for NPOC beyondICANN immediate family.

1.        I would suggest we harmonise the name to tallywith NPOC; that is having the same name only that this one is registered in Estonia;there is legal connotation to this.

2.        Like I suggested earlier, there is need tohave it in the constitution/Article of Association of the new NGO (New NPOCEstonia/simply NPOC Estonia) with respect to the reporting line of the board tospecifically state that it must report both operationally and fiscally to theNPOC parent body within the ICANN community in whatever nomenclature that iseventually chosen, moreso as a subsidiary of NPOC within ICANN.

3.        This reporting line must not be more thanquarterly and specifically the board must not form or constitute themselvesinto inhibition to the leadership of NPOC leadership within ICANN.

4.        There is also a need to describe the elements ofdissolutions in the event that PIR and other partners are unable to fund it infuture.

5.       Signatoriesof the account ought to be and must include incumbent chair of NPOC;

6.       Anychanges to item 5 above must be affected within a month in the event of changein leadership.

7.        How long will those in the board serve? Thismust be identified because in some countries boards are tenured especially fortransparency sake and to avoid the thin-god syndrome within the board for thosewho may have overstayed their welcome. (So, should it be according to NPOCConstitution, not more than 2 terms of any given leadership, so as to know whennew members/rejigging may become necessary or rotated to give resemblance ofadherence to rules in Estonia which has to align with NPOC as well.)

8.       Whenwe say the purpose as in 1.2: “to support NPOC’s mission at ICANN” it means adifferent thing altogether and could mean instead of NPOC leadership havingaccess to the Estonia NGO account, it could resort to begging for financialsupport. So, we must state our demand clearly as in order and rule ofengagement between the New NPOC Estonia Board of Trustees and NPOC leadership.

9.       Dowe have the legal opinion of ICANN legal on this, if yes, could such an opinionbe shared here in writing please and for the records. If not, let us seek one.

10.    Thereis also need to reflect in this NPOC Estonia bylaw that NPOC charter is supremeas changes may occur in the Charter from time to time.

11.    In4.1 (The association is dissolved in accordance with the procedure prescribedby law.) The instant law here needs to be stated clearly either the NPOCCharter/ICANN.org or Estonia Law and the one graded as utmost in event ofconflict and conflict of interest within the board membership/or with NPOCleadership.

12.    Moreso,if there are any NGO laws in Estonia, it would be nice to have the same shared andpossibly engage a legal person to do a professional submission to it to ensureour back is covered.

Thanks again for this effort.
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On Wed, Apr 28, 2021 at 12:35 PM Raoul Plommer via Npoc-discuss <npoc-discuss at icann.org> wrote:

Here's the draft of the charter, copied from a minimal charter in Estonia. For some reason, I did not upload this to the cloud last time, but now it can be found there also: https://cloud.npoc.org/index.php/s/gHKke3mRcri3cFJ

**********

Statutes of DNS for NGOs (This name is a placeholder, we can think of a better one :)

I GENERAL PROVISIONS

1.1 The NGO, DNS for NGOs (hereinafter the association) is a public interest organization based in Tallinn.

1.2 The purpose of the association is to promote the importance of DNS to the NGOs of the world and to support NPOC's mission at ICANN, including financial support.

-- (NPOC's new mission statement, just for reference)
1    Mission and Principles.

1.1 The Not-for-Profit Organizations Constituency (hereinafter to be referred to as the NPOC) is part of the Generic Names Supporting Organization (GNSO) and, according to the ICANN bylaws, is a member of the Non-Commercial Stakeholder’s Group (NCSG).

1.2 The mission of NPOC is to represent not-for-profit organizations by addressing their operational concerns with generic top-level domains (gTLDs). Operational concerns are defined as issues arising from the use of the gTLDs by the not-for-profit organizations to achieve their own mission. Those can include but are not limited to domain name fraud, intellectual property abuse, privacy, security, stability, and resiliency, as well as transparent domain registration process and continued use of domain names.

1.3 The members of NPOC are committed to carrying out its mission in an accountable and transparent manner and to ensure that new participants, the ICANN community, and the general public may easily access and understand its operations and processes. NPOC members are expected to follow the ICANN Expected Standards of Behavior.
--

II RIGHTS AND OBLIGATIONS OF MEMBERS

2.1 People who are ready to take an active part in achieving the goal and fulfills the requirements of the articles of association. Those who do not meet these conditions may be expelled.

2.2 The General Meeting decides on the admission and expulsion of members and the imposition of obligations on them.

2.3 A member of the Association has all legal rights and the right to receive comprehensive information from the governing bodies where all members of the association may participate.

III MANAGEMENT

3.1 The highest body of the association is the general meeting of members in accordance with the law, in which all members of the association may participate 

3.2 The convening of the general meeting and the adoption of resolutions shall be based on law. The general meeting has a quorum regardless of the number of participants.

3.3 The board of directors is elected by the general meeting for two years and may have two to seven members, of which the majority must be NPOC's members at ICANN.

IV ECONOMIC ACTIVITY 

4.1 The association is dissolved in accordance with the procedure prescribed by law.

4.2 and to a similar organization or legal entity in the public domain that is a member of the list of religious associations. 

*****
That's it, short and sweet. Please make suggestions to improve this draft.

-Raoul

On Tue, 27 Apr 2021 at 16:14, Joan Kerr <joankerr at fbsc.org> wrote:

Hi Raoul,
As you know, I support this venture and think this is good for the Constituency.  If i could suggest that the Charter, or a statement is posted so everyone understands the new entity and its purpose.Thanks,
On Sun, Apr 25, 2021 at 12:40 PM Raoul Plommer via Npoc-discuss <npoc-discuss at icann.org> wrote:

Dear members of NPOC,
For 2+ years we have been talking about setting up an NGO to have a legal entity that is able to collect donations and other payments for projects that NPOC is doing.
Some obvious benefits as an NGO include:

1) $10 000 Google ads money MONTHLY2) To be able to accept donations and project funding from organisations like the PIR3) Having a registered NGO in Estonia means we can open a bank account there and with the help of the Estonian digital citizenship (100€ per person), we can manage our account from overseas AND change signatories for it, without ever visiting Estonia after the organisation is registered.
What we need to do:
1) Finish the draft of the charter of the NGO.2) Pay one Estonian guy 200€ for- Translation
- processing ourregistration
- becoming board member for the first term
- putting his address as the address of the NGO
3) Paying for the registration of the NGO to the Estonian government (<€100)4) Open a bank account and have two of three board members (two from NPOC EC) get the Estonian digital citizenship
5) Pay €100 for each signatory
6) Pay €100 for me to go to Estonia and sort out the final steps in a day or two.

So that's approximately 200 (Estonian guy) + 200 (two signatories) + 100 (registration fee) + 100 (My trip to Estonia) = €600 altogether
I am sure there will be questions for a big decision like this, so please, let it rain! I'll try to answer them all, best to my knowledge. :)
-Raoul
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-- 

JoanKerr, Entrepreneur, Mixed Media Artist, Community Leader

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