[CCWG-ACCT] Legal question

Fri May 1 17:42:07 UTC 2015

Hi Avri,

I share some of your same questions.

In terms of whether other components of an SO/AC would become Uas, that would really be a decision up to them.  It would not be anything that is necessitated under the Bylaws or the structure.  As I understand the advice to date, those that we wish to identify as members in the Bylaws need to form a UA.  For each of those groups, there may be other concerns that would drive the need for an "alter ego" UA as a companion to the policy or advisory work of the SO/AC, but I don't know that it's required - it's the proposed solve to allow those groups to get to member status.

If there are other groups within ICANN (such as the IPC, or a RALO, or the NCSG, for example) that think that they'd get some benefit from being a UA, that would not be because of any benefit provided under the Bylaws or membership structure.

In short, you need to be a UA (or other legal entity) to be a member, but forming a UA separately does NOT equal membership status.

Hope this helps more than confuses the situation.

Sam
From: Avri Doria <avri at acm.org<mailto:avri at acm.org>>
Organization: Technicalities
Reply-To: Avri Doria <avri at acm.org<mailto:avri at acm.org>>
Date: Friday, May 1, 2015 at 9:14 AM
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] Legal question

Hi,

So it is an option?

A SOAC can become one
Or set up a shadow puppet.

And each would be free to pick its own way of doing it.

Also regarding the GAC, is it correct to assume that since they do not (s)elect a director, they would not really need a UA if they did not wish, as their special status is guaranteed elsewhere in the bylaws.

Also is it correct to assume that we have now almost 'decided' that UA are at the level of SOAC.  The reference to IPC as a UA confused me.  Is that stiill a possiblity that SGs and RALOs might become UAs as well if they wished.

Finally with regard to becoming UA, I suppose any ICANN component entity, at any level, could become one today if they wished, no bylaw prevents it as far as I know.  Is that correct?

thanks

avri

On 01-May-15 11:51, Greg Shatan wrote:
Avri,

This has to do with the fact that for certain SOACs, some or all of the current "members" may not want or be able to be members of a legal entity, much less one located outside their home jurisdiction.  Probably not a problem for IPC (which is only a piece of a SOAC, but the one I'm best positioned to speak to).  More of a problem for GAC and ccNSO.

Greg

On Fri, May 1, 2015 at 11:26 AM, Avri Doria <avri at acm.org<mailto:avri at acm.org>> wrote:
Hi,

A tangent question.

On 30-Apr-15 23:41, Greg Shatan wrote:

Finally, I have to say I disagree with your contention that each SO/ACs would need to become an unincorporated association ("UA") rather than merely create one.  Admittedly, the issue of how each SO/AC can control its "alter ego" has not been fully fleshed out.  However, I believe this was discussed at some length on the legal sub team call and it seems that between the bylaws of the UA and the charter of the SO/AC there should be very tight control by the SO/AC over any actions of the UA.

As a non-member of the legal sub-team, I am curuious, why wouldn't one of the SOAC want to just become an UA instead of creating an additional entity? What are the legal disadvantages of transforming into an UA? As opposed to being on.

Or has this already been documented in one of the many docs and I just missed it?

thanks

avri

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