[WP1] Comments and questions please on legal docs

Wed Apr 15 19:30:45 UTC 2015

sorry, I misread Roelof's mail (late at night) - the single-member model
hasn't been discussed. An equality of power between the members is what has
been discussed, and multiple not single members. Designators, as I did say,
is also firmly on the table.

bests
Jordan

On 16 April 2015 at 02:46, Robin Gross <robin at ipjustice.org> wrote:

> This was not my understanding at all.  The option of SO/ACs as empowered
> designators is still very much alive.  My understanding is whichever
> direction we head, the Members or Designators should become unincorporated
> nonprofit associations, and in neither model do they hold a fiduciary duty
> to the organization.
>
> Thanks,
> Robin
>
> On Apr 14, 2015, at 6:04 AM, Roelof Meijer wrote:
>
> Jordan, all,
>
> More than a concrete question, I would like to check if I understood the
> high lines correctly. At  the risk of oversimplifying matters. "Over" would
> not be good, but glancing at our timetable, I guess we can deal with a few
> simplifications.
>
> If I would have to summarize what I think I have learned, it would be
> something like this:
>
>    - Giving the powers we envisage to the stakeholders in some structure
>    or another and incorporating the AoC etc in the bylaws is possible. General
>    veto and the power to force the board to act on something are more
>    difficult to arrange, but still possible
>    -  As for mechanisms (structure by which the community is empowered),
>    two main ones are the most viable, each having its variances that make it
>    simpler/more complex and/or less/more viable:
>    1.     Two-tier or "board-in-a-board" construction. Part of the board
>    is the executive committee and runs the organization, the other members
>    kind of "oversee". Disadvantage: also the non-executives have fiduciary
>    duty towards organization, cannot be forced to decide in consultation with
>    their constituencies?
>    2.     Statutory membership structure, whereby the group of community
>    representatives (Community Council or some other form) is sole statutory
>    member of ICANN and thus a separate legal entity , Disadvantage: will have
>    to set up separate legal entity and incorporate into ICANN bylaws
>
>
> *So my question is: Did I roughly get this right?*
>
> Then for our group to chew on (if I got it right, that is):
>
> A reflection of the "Board-in-a-board": the executive committee could be
> the CEO and NomCom appointed board members, the rest the SO and AC
> appointed board members. Split the board in two, so to speak, making sure
> the executives have a minority. Makes for a more agile, smaller executive
> body, no new structure...
>
> A reflection on the membership structure: make the "Community Council" the
> sole member of ICANN (and thus a formal legal entity), consisting of either
> the SO and AC chairs or SO/AC elected representatives
>
> Cheers,
>
> Roelof
>
> From: Jordan Carter <jordan at internetnz.net.nz>
> Date: dinsdag 14 april 2015 00:32
> To: "wp1 at icann.org" <wp1 at icann.org>
> Subject: [WP1] Comments and questions please on legal docs
>
> Hi all
>
> We discussed very briefly two documents today:
>
> - the lawyers' response to our powers and mechanisms templates (PDF here: Legal
> Assessment: Proposed Accountability Mechanisms Preliminary Response to
> Legal Sub-team Templates identified in Memorandum Ref CCWG/SA/002
> <https://community.icann.org/download/attachments/52890082/Combined%20CCWG%20Cover%20Memo%20and%20Templates.pdf?version=3&modificationDate=1428797461000&api=v2>
> )
> - the lawyers' brief comments on our comment document content (PDF
> attached "WP1 - cover memo (CCWG powers) and online at Legal Assessment:
> Community Empowerment Proposed Powers
> <https://community.icann.org/download/attachments/52888421/WP1-%20Cover%20Memo%20%28CCWG%20Powers%29.pdf?version=2&modificationDate=1428959923199&api=v2>
> )
>
> If you have questions or comments on these, it would be very helpful for
> you to circulate them on this email list, or send them directly to me in
> reply to this email.
>
> I will pass them on to the legal sub-team to make sure they get through to
> Counsel.
>
> If you are writing questions, my suggestion is you stop and ask yourself:
> "Does taking time to ask this question and perhaps get it answered, help us
> get our comment document ready?" If the answer is that you aren't sure or
> is no, please don't ask the question. :-)
>
> best,
> 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 *
>
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>
>
>

-- 
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 *
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