[CCWG-ACCT] member organization and single membership structure

Nigel Roberts nigel at channelisles.net
Thu Jul 9 14:17:25 UTC 2015


Unincorporated associations in English, and Scottish law explicitly have 
unlimited liability. There is no registration involved, they simply 
exist as a matter of law. So if you and I formed a bridge club at our 
local pub, and invited members, that would automatically be a UA, would 
NOT have legal personality, and the members, and more particularly, the 
officers, would have UNlimited liabtliy

The assets of the UA are held on trust, in the legal name of the 
officers, for the purposes of the UA.

I am assuming the difference here is that a California unincorporated 
assocation is not an unregistered entity but is a creature of statute 
(state law), giving limited liability following a registration process.

Is that correct?


Nigel

PS: I apologise for not having read every single email that was sent 
before I joined this list last week; as my law professor (a High Court 
judge said: "Nothing is obvious to everybody").

On 09/07/15 15:07, Greg Shatan wrote:
> Nigel,
>
> A California unincorporated association is a limited liability vehicle,
> as it is in certain other jurisdictions.  If we were to go down the
> route of have SO/ACs be/create/empower (three different options) a legal
> entity, one would expect a choice to be made that would shield SO/ACs
> and their members from unlimited legal liability (and there are a
> variety of options to do so).  While this should be implicit by now in
> this discussion, since it has been explicitly discussed in the past, I'm
> glad for the opportunity to make it explicit once again.  Suggesting
> someone cross the street is not equivalent to telling them to walk into
> traffic.
>
> Greg
>
> On Thu, Jul 9, 2015 at 9:40 AM, Nigel Roberts <nigel at channelisles.net
> <mailto:nigel at channelisles.net>> wrote:
>
>     Greg, all
>
>     I have a deadly serious question.
>
>     Why would any Member of an SO voluntarily submit to the danger of
>     unlimited monetary liability?
>
>     So why is anyone even considering UA status for more than 10 seconds?
>
>
>     Nigel
>
>     See
>     http://www.scvo.org.uk/setting-up-a-charity/decide-on-a-structure/voluntary-or-unincorporated-association/
>
>
>     On 09/07/15 14:35, Seun Ojedeji wrote:
>
>         On Thu, Jul 9, 2015 at 1:34 PM, Greg Shatan
>         <gregshatanipc at gmail.com <mailto:gregshatanipc at gmail.com>
>         <mailto:gregshatanipc at gmail.com
>         <mailto:gregshatanipc at gmail.com>>> wrote:
>
>              Seun,
>
>              Can you point where this understanding and learning comes
>         from? I
>              don't think any of this is correct, unless you are
>         referring to a
>              "council" where each SO/AC is a statutory member of the
>         corporation.
>
>
>         Yes indeed thats what i was referring to
>
>              This is not the case in the "single member model," where
>         there is
>              only one statutory member.
>
>
>         Okay thanks for clarifying that for me. So if i get this
>         correctly; does
>         it mean one of the SO/AC will be a member and then every other
>         SO and AC
>         exercise their powers through that single member?. Specifically
>         which of
>         the SO/AC will be member in the single member model?
>
>         However if one of the SO/AC won't have to become a member but
>         the entire
>         council becoming a UA to fulfill membership requirement, how
>         will that
>         address some SO/AC not wanting to enter into such legal
>         formality? also
>         how will accountability of the council be ensured as it could
>         then mean
>         creating a mini-ICANN board as the council members would have
>         the voting
>         rights, independence et all. Perhaps the council can be limited
>         by its
>         governing document, but how will removing council members for
>         instance
>         be in effect if the populating source(SO/AC) is not a UA.
>
>         Perhaps its not as complicated as i am imagining it so it will
>         be good
>         to hear some clarifications.
>
>         Regards
>
>
>              Greg
>
>              On Thursday, July 9, 2015, Seun Ojedeji
>         <seun.ojedeji at gmail.com <mailto:seun.ojedeji at gmail.com>
>              <mailto:seun.ojedeji at gmail.com
>         <mailto:seun.ojedeji at gmail.com>>> wrote:
>
>                  I understand the powers would be bestowed on the council
>                  individuals and not their source position;
>
>                  For instance one of the option is to populate the community
>                  council with leaders of SO/AC, which IMO would be the
>         cheapest
>                  route in this model so they would be occupying a
>         virtual seat
>                  and exercise those powers when required. It would also
>         allow the
>                  various SO/AC internet accountability mechanisms apply to
>                  council including removal of members.
>
>                  However, I then learnt that the council cannot be formed by
>                  SO/AC leader positions but rather to the occupants of that
>                  position. This would mean having to rewrite the
>         bylaw/document
>                  forming the council often since leaders of those
>         positions are
>                  dynamic and could change at anytime. Will be good to
>         know if
>                  that is no longer the case
>
>                  Regards
>                  Sent from Google nexus 4
>                  kindly excuse brevity and typos.
>
>                  On 7 Jul 2015 2:56 pm, "Roelof Meijer"
>         <Roelof.Meijer at sidn.nl <mailto:Roelof.Meijer at sidn.nl>>
>                  wrote:
>
>                      Interesting, we’re back on the subject of a single
>         member
>                      structure. It was written off before
>
>                      Cheers,
>
>                      Roelof
>
>                      From:
>         <accountability-cross-community-bounces at icann.org
>         <mailto:accountability-cross-community-bounces at icann.org>> on
>                      behalf of Roelof Meijer <roelof.meijer at sidn.nl
>         <mailto:roelof.meijer at sidn.nl>>
>                      Date: woensdag 22 april 2015 15:56
>                      To: "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
>
>                      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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>
>              /Seun Ojedeji,
>              Federal University Oye-Ekiti
>              web: http://www.fuoye.edu.ng
>              Mobile: +2348035233535 <tel:%2B2348035233535>
>              //alt
>         email:<http://goog_1872880453>seun.ojedeji at fuoye.edu.ng
>         <mailto:seun.ojedeji at fuoye.edu.ng>
>              <mailto:seun.ojedeji at fuoye.edu.ng
>         <mailto:seun.ojedeji at fuoye.edu.ng>>/
>
>                  The key to understanding is humility - my view !
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