[CCWG-ACCT] Open ALAC Issues

Jordan Carter jordan at internetnz.net.nz
Thu Jan 28 05:09:16 UTC 2016


One point on the last part of Seun's note and also noting I have to be less
about the +1s -

And holly may have the answer...

There do have to be some 'persons' as members to associate - otherwise the
unincorporated association isn't an association.

The point we had reached is that the SOs and ACs don't have to become
members of it, and don't have to become legal persons themselves to make
decisions through it.

As long as those remain as they were earlier in the discussion in 2015, all
is well.....?

Cheers
Jordan

On Thursday, 28 January 2016, Seun Ojedeji <seun.ojedeji at gmail.com> wrote:

> +1 and hopefully this can be noted in the proposal accordingly. IMO this
> is not something to leave to implementation.
>
> The proposal will be read by people who have not even followed this
> process at all. So when they get to that part of the document, they want to
> know how members would be selected. Stating a sentence similar to the
> following may help:
>
> "The representative of the UA/UE would be selected by the respective SO/AC
> through their own process"
> OR
> "The representative of the UA will be represented by chairs of each SO/AC"
>
> That gives readers an idea of what is to expect during implementation.
>
> On another note, Greg wrote below:
> "I suppose there is one open question, which is the process by which the
> unincorporated association is set up, and whether any legal or natural
> persons need to be involved in that.  I believe it is clear that a SO/AC
> can be a decisional entity without having any legal or natural persons
> involved in setting up the unincorporated association/ECSDE/GOLEM entity."
>
> SO: Considering that Jordan added+1 on that, I am then wondering what is
> the purpose of the UA representative if indeed the UA can be setup without
> them.
>
> The section below from Holly probably answers my question but want to make
> sure:
> Holly: "The notion is that some persons are needed to ensure that the
> decisions of the Empowered Community are implemented. While the
> participating SOs and ACs will be members of the unincorporated
> association...."
>
> SO: So am I right that these representative are just nothing more than
> channel of communications with no power to exercise any of the proposed
> powers by default (unless their SO/AC grants them).
>
> Will appreciate if Holly can confirm that and if yes, it may not hurt to
> include such footnote that clarify the role of the representatives in the
> proposal.
>
> Regards
>
> Hello Holly,
>
>
>
> That makes a lot of sense.   It saves having another set of elections and
> appointment processes, if we can use a defined existing elected role from
> the SOs and ACs.
>
>
>
> Regards,
>
> Bruce Tonkin
>
>
>
>
>
> *From:* accountability-cross-community-bounces at icann.org
> <javascript:_e(%7B%7D,'cvml','accountability-cross-community-bounces at icann.org');>
> [mailto:accountability-cross-community-bounces at icann.org
> <javascript:_e(%7B%7D,'cvml','accountability-cross-community-bounces at icann.org');>
> ]* On Behalf Of* Gregory, Holly
> *Sent:* Thursday, 28 January 2016 5:11 AM
> *To:* 'Seun Ojedeji' <seun.ojedeji at gmail.com
> <javascript:_e(%7B%7D,'cvml','seun.ojedeji at gmail.com');>>; Kavouss
> Arasteh <kavouss.arasteh at gmail.com
> <javascript:_e(%7B%7D,'cvml','kavouss.arasteh at gmail.com');>>
> *Cc:* Sidley ICANN CCWG <sidleyicannccwg at sidley.com
> <javascript:_e(%7B%7D,'cvml','sidleyicannccwg at sidley.com');>>;
> ICANN at adlercolvin.com
> <javascript:_e(%7B%7D,'cvml','ICANN at adlercolvin.com');>;
> accountability-cross-community at icann.org
> <javascript:_e(%7B%7D,'cvml','accountability-cross-community at icann.org');>
> *Subject:* Re: [CCWG-ACCT] Open ALAC Issues
>
>
>
> We agree that the language that ALAC points to (reproduced directly below)
>  could be clarified:
>
> “ 3. On page 14, item 2 of the draft proposal (and on page 5 of Annex
> 1), it says "The members of the unincorporated association would be
> representatives of ICANN's Supporting Organizations and Advisory
> Committees that wish to participate." We have never discussed how
> such members are identified. Presumably we should to specify that
> each participating AC/SO must identify who it's representative will be.”
>
>
>
> The notion is that some persons are needed to ensure that the decisions of
> the Empowered Community are implemented.  While the participating SOs and
> ACs will be members of the unincorporated association,  each participating
> SO and AC should have a representative ,  and for simplicity we recommend
> that in each instance it be the chair of the AC or SO.  We have addressed
> this notion in our memo about implementation of the unincorporated
> association, which we circulated a link to last week in our high level
> comments regarding the IRP.
>
> HOLLY J. GREGORY
> Partner and Co-Chair
> Global Corporate Governance & Executive Compensation Practice
>
> *Sidley Austin LLP*
> +1 212 839 5853
> holly.gregory at sidley.com
> <javascript:_e(%7B%7D,'cvml','holly.gregory at sidley.com');>
>
>
>
> *From:* accountability-cross-community-bounces at icann.org
> <javascript:_e(%7B%7D,'cvml','accountability-cross-community-bounces at icann.org');>
> [mailto:accountability-cross-community-bounces at icann.org
> <javascript:_e(%7B%7D,'cvml','accountability-cross-community-bounces at icann.org');>
> ]* On Behalf Of* Seun Ojedeji
> *Sent:* Wednesday, January 27, 2016 9:47 AM
> *To:* Kavouss Arasteh
> *Cc:* accountability-cross-community at icann.org
> <javascript:_e(%7B%7D,'cvml','accountability-cross-community at icann.org');>
> *Subject:* Re: [CCWG-ACCT] Open ALAC Issues
>
>
>
> Well even if we don't need it now. It will be good to recognise that it's
> yet to be discussed. However considering that the UA is required once board
> approves the proposal then it may be good to determine and conclude on this
> soon enough.
>
> That said, it may be good to be sure that those member representatives
> have no power to act unilaterally. I would have thought using 1 stone to
> kill to birds will be good i.e making the various chairs/leaders of SO/AC
> to serve is such capacity. That gives some level of responsibility and
> security on that various SO/AC can always boot out their leader whenever
> required.
>
> Regards
>
> On 27 Jan 2016 15:02, "Kavouss Arasteh" <kavouss.arasteh at gmail.com
> <javascript:_e(%7B%7D,'cvml','kavouss.arasteh at gmail.com');>> wrote:
>
> Dear All,
>
> I think people contuinue to go to the last milimiter of the road and
> generate a new discussion and debate about the number of représentatives in
> Unincorprated associattion  représentatives and start a new round of
> bebates and dispute
>
> Do we need this information now pls ?
>
> Kavouss
>
>
>
> 2016-01-27 6:14 GMT+01:00 Alan Greenberg <alan.greenberg at mcgill.ca
> <javascript:_e(%7B%7D,'cvml','alan.greenberg at mcgill.ca');>>:
>
> As per my comment in the CCWG meeting earlier today, here is a list of the
> issues still to be resolved from the ALAC statement on the 3rd Draft
> Proposal.
>
> There are three issues currently under discussion.
>
> 1. ICANN Mission and ensuring that contract provisions will not be
> invalidated or be unenforceable.
>
> 2. The issue regarding market mechanisms.
>
> 3. Human Rights (original issue resolved but pending final wording).
>
> Issues to be addressed.
>
> 1. The first is a relatively trivial one and easily addressed. Rec# 4, in
> the section on replacing the Interim Board states:
>
> "SOs, ACs, and the Nominating Committee will develop replacement processes
> that ensure the Interim Board will not be in place for more than 120 days."
>
> The ALAC request that this be changed to:
>
> "SOs, ACs, and the Nominating Committee will develop processes designed to
> replace Interim Board members within 120 days."
>
> By removing the word "ensure", this change, while not altering the intent,
> goes along with the recent practice of not putting hard deadlines in the
> Bylaws, deadlines that for one reason or another may not be met in a
> particular instance.
>
> 2. Rec# 10, AoC. The Recommendation suggests that as part of
> organizational reviews, the AC/SO's accountability be included in the
> review. The ALAC suggests that this be enshrined in Article IV, Section 4.1
> of the ICANN Bylaws.
>
> 3. On page 14, item 2 of the draft proposal (and on page 5 of Annex 1), it
> says "The members of the unincorporated association would be
> representatives of ICANN's Supporting Organizations and Advisory Committees
> that wish to participate." We have never discussed how such members are
> identified. Presumably we should to specify that each participating AC/SO
> must identify who it's representative will be.
>
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-- 
Jordan Carter
Chief Executive, InternetNZ

+64-21-442-649 | jordan at internetnz.net.nz

Sent on the run, apologies for brevity
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