[CCWG-ACCT] Legal question

[Chris Disspain]

> I do not believe that this is at all correct. It is the opposite of the situation that would arise. 
> 
> We would be designing UAs where the members of the UA are/is the SO. 

No Jordan. How can the SO or AC be a member of the UA if that SO or AC isn’t a legal entity? And even if it could be a member, how can it enforce its rights if it can’t sue?


Cheers,

Chris

On 2 May 2015, at 08:52 , Jordan Carter <jordan at internetnz.net.nz> wrote:

> Hi Chris,
> 
> On 2 May 2015 at 10:46, Chris Disspain <ceo at auda.org.au> wrote:
> Jordan,
> 
> First I'd like to establish beyond doubt that my interpretation is correct and that the UA, as a legal entity, can act as its own "person" pursuant to the will of its members and that the SO has no legal hold over the UA. 
> 
> If I am correct then whilst the UA has the legal right to do a number of things and, under the ICANN bylaws, to make ICANN do a number of things and to sue ICANN if it does not do them, the SO has no legal right to make the UA do or not do anything and cannot sue the UA or close it down. 
> 
> 
> I do not believe that this is at all correct. It is the opposite of the situation that would arise. 
> 
> We would be designing UAs where the members of the UA are/is the SO. 
> 
> Members of the UA have total legal control over the UA - they can make it do anything or stop doing anything. They can close it down. So the SO has every legal right required - far more so than they do today with respect to ICANN. And through this structure, the SO will have more control over ICANN (through the new powers we have set out) than it does today.
>> If somehow the ccNSO Councillors made decisions as the UA executive that were inconsistent with their decisions as ccNSO Councillors, then this isn't a structural issue, it's a sanity issue....?
> 
> Actually, it's a trust issue and puts us back to precisely the same conundrum we have with the rights of SOs and ACs re ICANN. If we all trusted each other none of this would be necessary. 
> 
> But it isn't a trust issue at all. You have asserted that the SO can't control the UA, but that just isn't the case.
> 
> cheers
> Jordan
>  
> 
> I'll happily debate  the merits of who to trust, why the gnso and ccNSO councils currently have, in effect, little or no power etc but first I want to know if my legal interpretation is correct. 
> 
> I await the answer with interest. 
> 
> 
> 
> -- 
> 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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