[CCWG-ACCT] member organization and single membership structure

Wed Apr 22 16:51:30 UTC 2015

Roelof:

Derivative rights and the right of inspection are statutory rights of
members under California law.  Under a multiple member model, each member
could choose to exercise these rights individually.  Under a single member
model, only the single statutory member would have these rights.  Maybe
this could be "fixed" so that individual SOACs could exercise these rights
in the name of the single member, but I don't know if that works.

If we don't care to have those rights (or any of the rights that members
have individually), then a single member set-up might work.  I would note
that the right to inspect ICANN documents (currently only available in a
DIDP) has been an issue of concern.  I would also note that derivative
rights are a powerful tool for enforcement against an entity.

I agree that when it comes to spilling the whole board, or other powers
intended to be exercised by the community as a whole,, the single member
model has the least issues vis a vis the multiple member model.  But when
it comes to recalling an individual board member or other powers to be
exercised by a single member, the single member model raises substantial
issues.

Greg

On Wed, Apr 22, 2015 at 11:28 AM, Roelof Meijer <Roelof.Meijer at sidn.nl>
wrote:

>   Hi Ed,
>
>  Although I have no clue about what it actually means, I am quite
> positive that “components of the community” .. “be[ing] able to avail
> itself of derivative rights or the right of inspection” is not a
> requirement that we formulated as a power, nor a criterium we formulated
> for the selection of a mechanism. So I am at a bit of a loss where that
> comes from.
>
>  Additionally, I do not see why stakeholders represented “in a single
> tent” requiring a specified majority among those representatives to execute
> a specific power (let’s say spilling the board) would have less vitality
> and more blob, than stakeholders in separate legal entities
> equally requiring the same specified majority among those entities to
> execute a specific power.
>
>  Best,
>
>  Roelof
>
>   From: Edward Morris <egmorris1 at toast.net>
> Date: woensdag 22 april 2015 16:24
> To: Matthew Shears <mshears at cdt.org>
> Cc: Roelof Meijer <roelof.meijer at sidn.nl>, "avri at acm.org" <avri at acm.org>,
> "accountability-cross-community at icann.org" <
> accountability-cross-community at icann.org>
>
> Subject: Re: [CCWG-ACCT] member organization and single membership
> structure
>
>   I look forward to independent counsel's analysis of this proposal.
>
>  Certainly my principle objection with this model is the nullification of
> many of the benefits membership would bring to components of the community.
> If the GNSO, for example, felt strongly about an issue it would not be able
> to avail itself of derivative rights or the right of inspection without the
> consent of the greater community. Diversity is the strength of the
> multistakeholder model and folding all rights into a single tent would
> dampen the vitality of the diverse bottom up process and instead submerge
> it into a giant blob like unit.
>
>  I do remain open, though, to others thoughts on the matter and thank
> Roelof for bringing it up.
>
>  Ed
>
> Sent from my iPad
>
> On Apr 22, 2015, at 3:02 PM, Matthew Shears <mshears at cdt.org> wrote:
>
>
> If this would achieve the same result as the broader membership model and
> at the same time be simpler to implement shouldn't it be looked at again?
> Was there a specific reason it was discounted?
>
> Matthew
>
> On 4/22/2015 2:56 PM, Roelof Meijer wrote:
>
>  Hi Avri,
>
>   The sole membership construction, is a possibility described in the
> legal document in several places: the comments by the legal experts on the
> PCCWG mechanism template (page 64) and the Community Council mechanism
> template (page 69). I sent several emails about it to the WP1 list,
> suggesting to look in the possibility as indeed it would not necessitate
> every SO and AC to become a legal entity. And, as you do, suggesting: "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” (from an email of 14 April).
>
>  And I would think it would enable the SO’s and AC’s themselves to
> continue appointing directors, as they do now. But that’s just guessing,
> based on the fact that the SO’s and AC’s themselves would not change status
>
>  Best,
>
>  Roelof
>
>   From: Avri Doria <avri at acm.org>
> Organization: Technicalities
> Reply-To: "avri at acm.org" <avri at acm.org>
> Date: woensdag 22 april 2015 15:09
> To: "accountability-cross-community at icann.org" <
> accountability-cross-community at icann.org>
> Subject: Re: [CCWG-ACCT] member organization and single membership
> structure
>
>  Hi,
>
> On 22-Apr-15 08:26, Roelof Meijer wrote:
>
> 2)
> What I find quite frustrating is that I have raised the point of the
> possibility (or not) of a single membership structure – an option mentioned
> by Sidley and Adler & Colving in their legal advice – several times by now
> without getting any substantial reaction. I am not aware that any serious
> effort to investigate this has led to a formal write-off.
>
>
> In some way that might lessen the complexity of making most SOAC an
> individual legal entity.
>
> How would it work?  Would we continue to appoint Directors just as we do
> now?
>
> Or would there need to be some sort of Members Council that took actions,
> working simliarly to the the executive board or community council idea?
>
> thanks
>
> avri
>
>
>
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> --
> Matthew Shears
> Global Internet Policy and Human Rights
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