[CCWG-ACCT] Questions about Members

[Jordan Carter]

hi Alan, all

Alan, I think you might accidentally have gotten yourself into one of those
horrible downward spirals of concern here. So I offer my more optimistic
take.

The creation of unincorporated associations for the purpose of giving
members the legal personality they need would have bearing only on the role
of the SOs and ACs *as members* (or designators - it's advantageous for
designators to have this legal personality, too).

Because the rights we want these "members" to have are / would be very
clear, it will be relatively simple to make sure these unincorporated
associations are minimalist in every way. The component
people/organisations in the SOs and ACs would only act through the
associations in order to exercise those membership rights.

Those associations would be the "persons". They are arms length from ICANN.
The fact that the people who populate them are also populating internal
ICANN structures has no bearing on that personhood.

In every other way for all the usual business of ICANN, things would be as
they are now. If ICANN were to fundamentally restructure the SOs and ACs,
or even just one of them, it would as part of that process have also to
change the membership rules to define the new "XNSO" as a member, and refer
to the association involved (which would just be another part of
establishing it). That just adds a pretty simple, low-key process to the
(very complex, no doubt) process of changing an SO or AC.

The critical point is that you are wrong where you say "we take these
entities and make them Members". No. We would be asking the people and
entities that populate those ICANN bodies (which aren't entities) and
giving them the chance to exercise their designators or members powers
through these associations.

That is - under the package of reforms we are proposing, such associations
would be the vehicle for the community to exercise power over the
corporation, as part of the membership and designator form. Not anything
else.


All that said - it would probably be really useful to see what the rules of
such a beast would look like? We know from legal advice so far that there's
no flow of fiduciary responsibility or liability through this approach, but
concreteness can help.

On the other hand, we've agreed that we are not trying to solve all the
details at this point of the process. So maybe adding that (and even
responding to this!) aren't helpful.....?


cheers
Jordan

On 22 April 2015 at 17:23, Alan Greenberg <alan.greenberg at mcgill.ca> wrote:

> I tend to relate to many of Chris' concerns about Members, but putting
> that aside, I am side a bit confused about the concept itself.
>
> I understand that to be Members, the ACs and SOs concerned would need to
> have legal status (unincorporated associations in this case). But this is
> where it becomes messy in my mind. The ACs and SOs are in fact creatures of
> (inventions of?) the ICANN Bylaws. Now we take those entities, give them
> status as associations, and make them Members of ICANN under its new Bylaws.
>
> In my previous involvement with Membership organizations, the Members were
> arms-length-removed from the organization of which they were members.
>
> This sounds sort of like a circular definition - entities created by the
> ICANN Bylaws become its controlling Members.
>
> In the past, ICANN could alter its Bylaws and create new ACs or SOs and
> make others go away (DNSO --> GNSO + ccNSO, for example). Could it still do
> that? If the GNSO was replaced by the XNSO, would the GNSO Unincorporated
> Association still be a Member?
>
> Could ICANN mandate changes in an AC or SO as it now can?
>
> The questions keep on coming...
>
> Alan
>
>
>
>
>
>
>
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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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