[CCWG-ACCT] Question regarding UAs

[Malcolm Hutty]

This whole thread seems to have massively overcomplicated the question.


Unless I have missed something, the only reason we need "members" is to
stand as plaintiff-of-record in a lawsuit against the ICANN Board
complaining that the Board has failed to adhere to the corporations
bylaws. Such a lawsuit would in reality be conducted by an SO or AC, but
a person with legal personality needs to act as plaintiff-of-record.

Why not simply proceed, as Samantha suggested, with the SOACs' Chairs as
the members of the corporation? Could the Articles (or Bylaws, as
appropriate) not simply identify the SOACs' Chairs as the members, ex
officio and pro tempore?

An SOAC Chair that refused to act as plaintiff-of-record when required
to do so by his SOAC could simply be replaced. Likewise a Chair that
went rogue and initiated a lawsuit without their consent.

You can't make the SOAC a member without turning them into UAs, with all
the attendent complexity. But I don't see that there should be any such
problem with designating the chair of a SOAC, who will be a natural
person, as a member of the corporation; the fact that the SOAC is not a
UA is then irrelevant.

In the event that there were any dispute as to whether a particular
person is in truth an SOAC Chair, this would surely be a simple
preliminary matter of fact for the court. It is surely beyond dispute
that if the Articles designated "Alan Greenberg" as the member, it would
be a matter of fact as to whether or not the person before the court was
indeed Alan Greenberg; surely it is the same as to whether the person
before the court is "the current Chair of ALAC", if that should be what
is specified in the Articles?

Malcolm.

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            Malcolm Hutty | tel: +44 20 7645 3523
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