[CCWG-ACCT] member organization and single membership structure

Kavouss Arasteh kavouss.arasteh at gmail.com
Thu Jul 9 10:06:42 UTC 2015


Dear Roelof
Thank you for your useful thoughts and thoughts of those other colleagues
in exercising the inspection rights and other rights as mentioned
I need some clarification on your message in saying
Quote



*" 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."*
Unquote
What do you mean by other powers? Apart from recalling individual Board,s
member what are those other powers from 7 powers that you categorized
*as raises
substantial issues?*
Regards
kavouss

2015-07-09 11:00 GMT+03:00 Nigel Roberts <nigel at channelisles.net>:

> +99
>
> On 07/08/2015 11:37 PM, Kieren McCarthy wrote:
>
>> A quick view specifically on "rights of inspection".
>>
>> I think enabling that some entity gets this right would be one of the
>> most useful of all possible accountability improvements.
>>
>> It would - perhaps over time - pull out any motivations that might exist
>> for ICANN to be misleading or less than truthful in its reporting. This
>> is going to be especially important as ICANN receives increasingly large
>> amounts of revenue and particularly given its current weak financial
>> controls.
>>
>> (See: http://www.ionmag.asia/2015/07/icann-finances-swallow-the-money/)
>>
>> I predict that ICANN corporate will fight hard to prevent any entity
>> from gaining this right. And that it will continue to fight hard even
>> when someone has that right. That in itself should be a good indicator
>> for why it should be a redline for the accountability group.
>>
>> To my mind, not allowing ICANN to hide information is the epitome of
>> actual accountability. If you can't hide it, then to save on
>> embarrassment you consider how best to share it. Over time, everyone
>> gains.
>>
>>
>> Kieren
>>
>>
>>
>> On Wed, Apr 22, 2015 at 9:51 AM, Greg Shatan <gregshatanipc at gmail.com
>> <mailto:gregshatanipc at gmail.com>> wrote:
>>
>>     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 <mailto: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
>>         <mailto:egmorris1 at toast.net>>
>>         Date: woensdag 22 april 2015 16:24
>>         To: Matthew Shears <mshears at cdt.org <mailto:mshears at cdt.org>>
>>         Cc: Roelof Meijer <roelof.meijer at sidn.nl
>>         <mailto:roelof.meijer at sidn.nl>>, "avri at acm.org
>>         <mailto:avri at acm.org>" <avri at acm.org <mailto:avri at acm.org>>,
>>         "accountability-cross-community at icann.org
>>         <mailto:accountability-cross-community at icann.org>"
>>         <accountability-cross-community at icann.org
>>         <mailto: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
>>         <mailto: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 <mailto:avri at acm.org>>
>>>>         Organization: Technicalities
>>>>         Reply-To: "avri at acm.org <mailto:avri at acm.org>" <avri at acm.org
>>>>         <mailto:avri at acm.org>>
>>>>         Date: woensdag 22 april 2015 15:09
>>>>         To: "accountability-cross-community at icann.org
>>>>         <mailto:accountability-cross-community at icann.org>"
>>>>         <accountability-cross-community at icann.org
>>>>         <mailto: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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>>>>
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>>>>
>>>>
>>>>
>>>>
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>>>
>>>         --
>>>         Matthew Shears
>>>         Global Internet Policy and Human Rights
>>>         Center for Democracy & Technology (CDT)
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