[Npoc-discuss] Creating an NGO for NPOC in Estonia - with a bank account
John More
morej1 at mac.com
Thu Apr 29 15:47:42 UTC 2021
Raoul
Good way to proceed. One suggestion that might help because of the costs of changing named officers is to have the Board of the NGO serve longer and have a separate body that would have more frequent elections and would be responsible for the actual activities of NPOC. In this way the Estonian NGO and its Board and officers serve more as a secretariat/financial home for NPOC.
It also relieves the activists from fiduciary responsibilities.
John More
FYI I am a retired DC lawyer with a lot of experience with non-profits and their governance structures and happy to offer my drafting services. I have. done so for ISOC and for NPOC in the. past.
> On Apr 29, 2021, at 11:37 AM, Raoul Plommer via Npoc-discuss <npoc-discuss at icann.org> wrote:
>
> OK,
>
> Since we got so many comments regarding the charter, (and I'm very happy for that! :) and Maryam already suggested this, I opened a Google doc for commenting on the charter itself. With those comments, you can make suggestions to the charter and we can each comment on those comments and collaborate better: https://docs.google.com/document/d/1nsfYzMSbJ-t_fMN8Pdyipqvu4kVF9d3DZJnQLvimXqQ/edit?usp=sharing
> <https://docs.google.com/document/d/1nsfYzMSbJ-t_fMN8Pdyipqvu4kVF9d3DZJnQLvimXqQ/edit?usp=sharing>
> However, I will go through the questions we've had so far, so we don't have to start from scratch.
>
> Here we go, with the order of questions received:
>
> Ioana:
>
> I would suggest, however, adding some provisions on the procedure to become a member and on who can be a member specifically (i.e. natural persons only, legal persons too? NGO-involvement as a criteria, or no such
>
> My only question - and this is addressed to everyone - relates to founding members and general members and how they are reconciled with annual changes in NPOC leadership. Leadership changes every year through elections - is there a connection between this and the NGO board of directors?
>
> Yes, it's a good idea to clarify this procedure. My instinct would say that it would probably be best to let NPOC EC to nominate 2-3 people in it, every two years. Because changing signatories costs a fair bit of money (€100 for the e-ID of a new board member + bank expenses), we should aim to have this board have a longer tenure than NPOC EC. I would suggest that we have no maximum time for tenure. For example, I think having Joan here could be good because I think our members trust her the most, but she is not currently EC member and I think that shouldn't be an obstacle. Another thing that pops into my mind, is that we need to make a charter that allows our Estonian link (Märt Pöder) to be nominated as the board member of this new NGO. Having him in the first board is crucial for the success of creating this NGO and having a bank account for it.
>
> Ganga:
>
> 1. What will be the ‘planned principal activity’ of the NGO.
>
> From the draft charter: "1.2. The purpose of the association is to promote the importance of DNS to the NGOs of the world and to support NPOC's mission at ICANN, including financial support."
>
> 2. Whoever assumes office as per the charter elections - how the proposed ngo and bank account holders are transitioned periodically? Will the process be simple and smooth or complicated/time taking.
>
> I think the newly elected EC would nominate the 2-3 board members for the NGO in their first meeting of their tenure. Hopefully we'll have no reason to change all of these people every year.
>
> 3. What are the the tax liabilities of the proposed NGO [Incometax/ VAT / Incentives etc.,]
>
> As a not-for-profit, hopefully we won't have a reason to pay tax. We'd be getting donations or funding for projects - if we pay salaries to people working on projects, then we will need to have a closer look at the taxation but I think we can cross that bridge when we get there.
>
> John More:
>
> I would suggest you need to have additional provisions about a governing membership, board, officers, elections, meetings, and purposes (including reference to ICANN).
>
> Yes. This still needs to be done. I've thrown some ideas around but of course we need to write it all down and include it in the charter or of its annex.
>
>
> REMMY:
>
> 1. I would suggest we harmonise the name to tally with NPOC; that is having the same name only that this one is registered in Estonia; there is legal connotation to this.
>
> If we call this Friends of NPOC or something like that, I think it unnecessarily restricts our remit. It's good enough, if the NGO works on goals that NPOC would be working for.
>
> 2. Like I suggested earlier, there is need to have it in the constitution/Article of Association of the new NGO (New NPOC Estonia/simply NPOC Estonia) with respect to the reporting line of the board to specifically state that it must report both operationally and fiscally to the NPOC parent body within the ICANN community in whatever nomenclature that is eventually chosen, moreso as a subsidiary of NPOC within ICANN.
>
> Yes, like discussed earlier, I think the best way is to enshrine the procedure of nominating board members by the EC into this new charter. Let's think of a wording to make everyone happy.
>
> 3. This reporting line must not be more than quarterly and specifically the board must not form or constitute themselves into inhibition to the leadership of NPOC leadership within ICANN.
>
> I think we currently have 1-2 transactions per year, so even an annual report is enough I think. Of course, if we start to get more action, (that would certainly be the goal here) we can make these reports more frequently but basically, every time the NGO board decides on paying an expense, the EC will know of it before the decision is even made. At least, this is how I would like it to be.
>
> 4. There is also a need to describe the elements of dissolutions in the event that PIR and other partners are unable to fund it in future.
>
> Apart from the bank account, there are really no running expenses, apart from perhaps updating the Estonian government with knowledge of our past year. In Finland, the only expense is to order an electronic copy of the current situation from a registry office and that costs 5€. I don't think the Estonian system will much different - it might even be free altogether. We will of course find out about this first.
>
> 5. Signatories of the account ought to be and must include incumbent chair of NPOC;
>
> I don't think that's wise, if we want to avoid incurring costs on switching signatories almost every year.
>
> 6. Any changes to item 5 above must be affected within a month in the event of change in leadership.
>
> See above.
>
> 7. How long will those in the board serve? This must be identified because in some countries boards are tenured especially for transparency sake and to avoid the thin-god syndrome within the board for those who may have overstayed their welcome. (So, should it be according to NPOC Constitution, not more than 2 terms of any given leadership, so as to know when new members/rejigging may become necessary or rotated to give resemblance of adherence to rules in Estonia which has to align with NPOC as well.)
>
> I am quite sure the Estonian law does not stipulate a maximum tenure for an NGO. Every year, the EC would decide on the board members. Hopefully these won't be changed willy-nilly, unless there's a reason to do so, i.e. people leaving NPOC altogether, death, distrust etc. It will always cost us money.
>
> 8. When we say the purpose as in 1.2: “to support NPOC’s mission at ICANN” it means a different thing altogether and could mean instead of NPOC leadership having access to the Estonia NGO account, it could resort to begging for financial support. So, we must state our demand clearly as in order and rule of engagement between the New NPOC Estonia Board of Trustees and NPOC leadership.
>
> Since the board will consist of 2/3 or 2/2 or 3/3 people nominated by NPOC EC, this is not really a risk. The 2-3 board members should really be voting identically on what the EC has already decided to do with the funds.
>
> 9. Do we have the legal opinion of ICANN legal on this, if yes, could such an opinion be shared here in writing please and for the records. If not, let us seek one.
>
> I think this has been suggested before, but it's not really up to them, what we do outside ICANN. If they are willing to give us a legal opinion on this for free, then we should definitely ask for it.
>
> 10. There is also need to reflect in this NPOC Estonia bylaw that NPOC charter is supreme as changes may occur in the Charter from time to time.
>
> That would probably be illegal, but with our board members nominated by the EC, we should really be in full control on what happens.
>
> 11. In 4.1 (The association is dissolved in accordance with the procedure prescribed by law.) The instant law here needs to be stated clearly either the NPOC Charter/ICANN.org or Estonia Law and the one graded as utmost in event of conflict and conflict of interest within the board membership/or with NPOC leadership.
>
> Would you like to make an attempt at wording this? Perhaps make a comment on 4.1. on the Google Docs and we can continue discussing it there.
>
> 12. Moreso, if there are any NGO laws in Estonia, it would be nice to have the same shared and possibly engage a legal person to do a professional submission to it to ensure our back is covered.
>
> That is going to cost a lot of money and I think it's unnecessary. We have a local person there, who's finding out about the details. The mission of the NGO is very simple. Only the nominated board members will be somewhat accountable for the actions of the NGO. I also want to limit all accountability to the NGO only, none of it will damage NPOC, apart from maybe its reputation.
>
> Juan:
>
> I think we all should discuss what EC members would be part as founding member to maintain the Board and relationship with ICANN ecosystem.
>
> I think the initial board will have to be: Me + Märt + a 3rd person. I'll explain: We need Märt for THREE reasons: we need an Estonian address and an Estonian citizen to start this off. It's also great to have a trusted person in Tallinn, where he can visit the government offices at any time, or the bank. He will do some of the research on this we need as well as the translation and the registration itself.
>
> I need to be there to be the second live signatory on the future bank account and Tallinn is only a 2hr boat trip away from Helsinki. The third person we need to nominate to make sure we have a majority of NPOCers on the board of the NGO. After the first term of the board, we can tell Märt we no longer need him and carry on with our e-IDs, the NGO and the bank account. Then, we can have just two members on the board, if we'd like. That's possible under Estonian law.
>
> Let's continue the discussion and comments on the Google doc, which I posted in the beginning of this email. It will be easier for everyone to make their injectrues there. Please make additions to the charter and we can develop the document together. :)
>
> -Raoul
>
> On Wed, 28 Apr 2021 at 22:02, Juan Manuel Rojas via Npoc-discuss <npoc-discuss at icann.org <mailto:npoc-discuss at icann.org>> wrote:
> Hi Raoul and all,
> As you know I am also fully support this venture. I agree with some comments here about structure membership, but I know the idea is start operating as soon as possible. I think we all should discuss what EC members would be part as founding member to maintain the Board and relationship with ICANN ecosystem.
>
> Best Regards,
>
> JUAN MANUEL ROJAS P.
> Director - MINKA DIGITAL Colombia
> GNSO Councilor - ICANN
> Civil Soc. Rep - CODECTI (Comité Departamental de Ciencia Tecnología e Innovación)
> Master IT candidate, Universidad de los Andes
>
> Cel. +57 301 743 56 00
> Instagram/Twitter: @JmanuRojas <http://www.twitter.com/jmanurojas>
>
>
>
>
>
>
>
>
> El miércoles, 28 de abril de 2021 12:00:03 p. m. GMT-5, Remmy Nweke via Npoc-discuss <npoc-discuss at icann.org <mailto:npoc-discuss at icann.org>> escribió:
>
>
> Hi Raoul
>
> Thanks for bringing this up again.
>
> The intention is always appreciated but for the sustenance of operational end beyond this regime. I also want to believe this is a special purpose vehicle to mitigate the challenges of receiving funds for NPOC beyond ICANN immediate family.
>
>
> 1. I would suggest we harmonise the name to tally with NPOC; that is having the same name only that this one is registered in Estonia; there is legal connotation to this.
>
> 2. Like I suggested earlier, there is need to have it in the constitution/Article of Association of the new NGO (New NPOC Estonia/simply NPOC Estonia) with respect to the reporting line of the board to specifically state that it must report both operationally and fiscally to the NPOC parent body within the ICANN community in whatever nomenclature that is eventually chosen, moreso as a subsidiary of NPOC within ICANN.
>
> 3. This reporting line must not be more than quarterly and specifically the board must not form or constitute themselves into inhibition to the leadership of NPOC leadership within ICANN.
>
> 4. There is also a need to describe the elements of dissolutions in the event that PIR and other partners are unable to fund it in future.
>
> 5. Signatories of the account ought to be and must include incumbent chair of NPOC;
>
> 6. Any changes to item 5 above must be affected within a month in the event of change in leadership.
>
> 7. How long will those in the board serve? This must be identified because in some countries boards are tenured especially for transparency sake and to avoid the thin-god syndrome within the board for those who may have overstayed their welcome. (So, should it be according to NPOC Constitution, not more than 2 terms of any given leadership, so as to know when new members/rejigging may become necessary or rotated to give resemblance of adherence to rules in Estonia which has to align with NPOC as well.)
>
> 8. When we say the purpose as in 1.2: “to support NPOC’s mission at ICANN” it means a different thing altogether and could mean instead of NPOC leadership having access to the Estonia NGO account, it could resort to begging for financial support. So, we must state our demand clearly as in order and rule of engagement between the New NPOC Estonia Board of Trustees and NPOC leadership.
>
> 9. Do we have the legal opinion of ICANN legal on this, if yes, could such an opinion be shared here in writing please and for the records. If not, let us seek one.
>
> 10. There is also need to reflect in this NPOC Estonia bylaw that NPOC charter is supreme as changes may occur in the Charter from time to time.
>
> 11. In 4.1 (The association is dissolved in accordance with the procedure prescribed by law.) The instant law here needs to be stated clearly either the NPOC Charter/ICANN.org or Estonia Law and the one graded as utmost in event of conflict and conflict of interest within the board membership/or with NPOC leadership.
>
> 12. Moreso, if there are any NGO laws in Estonia, it would be nice to have the same shared and possibly engage a legal person to do a professional submission to it to ensure our back is covered.
>
> Thanks again for this effort.
>
> ____
> ____
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>
> On Wed, Apr 28, 2021 at 12:35 PM Raoul Plommer via Npoc-discuss <npoc-discuss at icann.org <mailto:npoc-discuss at icann.org>> wrote:
> Here's the draft of the charter, copied from a minimal charter in Estonia. For some reason, I did not upload this to the cloud last time, but now it can be found there also: https://cloud.npoc.org/index.php/s/gHKke3mRcri3cFJ <https://cloud.npoc.org/index.php/s/gHKke3mRcri3cFJ>
>
> **********
>
> Statutes of DNS for NGOs (This name is a placeholder, we can think of a better one :)
>
> I GENERAL PROVISIONS
>
> 1.1 The NGO, DNS for NGOs (hereinafter the association) is a public interest organization based in Tallinn.
>
> 1.2 The purpose of the association is to promote the importance of DNS to the NGOs of the world and to support NPOC's mission at ICANN, including financial support.
>
> -- (NPOC's new mission statement, just for reference)
> 1 Mission and Principles.
>
> 1.1 The Not-for-Profit Organizations Constituency (hereinafter to be referred to as the NPOC) is part of the Generic Names Supporting Organization (GNSO) and, according to the ICANN bylaws, is a member of the Non-Commercial Stakeholder’s Group (NCSG).
>
> 1.2 The mission of NPOC is to represent not-for-profit organizations by addressing their operational concerns with generic top-level domains (gTLDs). Operational concerns are defined as issues arising from the use of the gTLDs by the not-for-profit organizations to achieve their own mission. Those can include but are not limited to domain name fraud, intellectual property abuse, privacy, security, stability, and resiliency, as well as transparent domain registration process and continued use of domain names.
>
> 1.3 The members of NPOC are committed to carrying out its mission in an accountable and transparent manner and to ensure that new participants, the ICANN community, and the general public may easily access and understand its operations and processes. NPOC members are expected to follow the ICANN Expected Standards of Behavior.
> --
>
> II RIGHTS AND OBLIGATIONS OF MEMBERS
>
> 2.1 People who are ready to take an active part in achieving the goal and fulfills the requirements of the articles of association. Those who do not meet these conditions may be expelled.
>
> 2.2 The General Meeting decides on the admission and expulsion of members and the imposition of obligations on them.
>
> 2.3 A member of the Association has all legal rights and the right to receive comprehensive information from the governing bodies where all members of the association may participate.
>
> III MANAGEMENT
>
> 3.1 The highest body of the association is the general meeting of members in accordance with the law, in which all members of the association may participate
>
> 3.2 The convening of the general meeting and the adoption of resolutions shall be based on law. The general meeting has a quorum regardless of the number of participants.
>
> 3.3 The board of directors is elected by the general meeting for two years and may have two to seven members, of which the majority must be NPOC's members at ICANN.
>
> IV ECONOMIC ACTIVITY
>
> 4.1 The association is dissolved in accordance with the procedure prescribed by law.
>
> 4.2 and to a similar organization or legal entity in the public domain that is a member of the list of religious associations.
>
> *****
>
> That's it, short and sweet. Please make suggestions to improve this draft.
>
> -Raoul
>
> On Tue, 27 Apr 2021 at 16:14, Joan Kerr <joankerr at fbsc.org <mailto:joankerr at fbsc.org>> wrote:
> Hi Raoul,
>
> As you know, I support this venture and think this is good for the Constituency. If i could suggest that the Charter, or a statement is posted so everyone understands the new entity and its purpose.
> Thanks,
>
> On Sun, Apr 25, 2021 at 12:40 PM Raoul Plommer via Npoc-discuss <npoc-discuss at icann.org <mailto:npoc-discuss at icann.org>> wrote:
> Dear members of NPOC,
>
> For 2+ years we have been talking about setting up an NGO to have a legal entity that is able to collect donations and other payments for projects that NPOC is doing.
>
> Some obvious benefits as an NGO include:
>
> 1) $10 000 Google ads money MONTHLY
> 2) To be able to accept donations and project funding from organisations like the PIR
> 3) Having a registered NGO in Estonia means we can open a bank account there and with the help of the Estonian digital citizenship (100€ per person), we can manage our account from overseas AND change signatories for it, without ever visiting Estonia after the organisation is registered.
>
> What we need to do:
>
> 1) Finish the draft of the charter of the NGO.
> 2) Pay one Estonian guy 200€ for
> - Translation
> - processing our registration
> - becoming board member for the first term
> - putting his address as the address of the NGO
> 3) Paying for the registration of the NGO to the Estonian government (<€100)
> 4) Open a bank account and have two of three board members (two from NPOC EC) get the Estonian digital citizenship
> 5) Pay €100 for each signatory
> 6) Pay €100 for me to go to Estonia and sort out the final steps in a day or two.
>
> So that's approximately 200 (Estonian guy) + 200 (two signatories) + 100 (registration fee) + 100 (My trip to Estonia) = €600 altogether
>
> I am sure there will be questions for a big decision like this, so please, let it rain! I'll try to answer them all, best to my knowledge. :)
>
> -Raoul
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