May 2015 - Accountability-Cross-Community

(no subject)
by Greg Shatan May 27, 2015

May 27, 2015

FIFA Officials Arrested on Corruption Charges; Face Extradition to U.S. http://nyti.ms/1etKFU5 Apropos of many of our discussions, particularly with regard to: US vs. Swiss domicile US vs. Swiss enforcement of laws US "longarm" jurisidiction over non-US entities ZURICH — Swiss authorities began an extraordinary early-morning operation here Wednesday to arrest several top soccer officials and extradite them to the United States on federal corruption charges. As leaders of FIFA, soccer’s global governing body, gathered for their annual meeting, more than a dozen plain-clothed Swiss law enforcement officials arrived unannounced at the Baur au Lac hotel, an elegant five-star property with views of the Alps and Lake Zurich. The officers went to the registration desk to get keys, then headed upstairs toward the hotel rooms.... The case is the most significant yet for United States Attorney General Loretta E. Lynch, who took office last month. She previously served as the United States attorney in Brooklyn, where she supervised the FIFA investigation..... United States law gives the Justice Department wide authority to bring cases against foreign nationals living abroad, an authority that prosecutors have used repeatedly in international terrorism cases. Those cases can hinge on the slightest connection to the United States, like the use of an American bank or Internet service provider....

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Notes-Recordings-Transcript links for CCWG ACCT Meeting #34 - 26 May
by Kimberly Carlson May 26, 2015

May 26, 2015

Hello all, The notes, recordings and transcripts for the CCWG ACCT meeting #34 - 26 May will be available here: https://community.icann.org/pages/viewpage.action?pageId=53775690 A copy of the notes and action items may be found below. Thank you Best regards, Kim ACTION Items ACTION ITEM - CoChairs to reach out to Comms Team to analyse feasibility. ACTION ITEM: CCWG to go through memorandums put together by counsel on UAs - https://community.icann.org/download/attachments/52890082/REVISED%20Memo%20… <https://community.icann.org/download/attachments/52890082/REVISED%20Memo%20…> ACTION ITEM - Provide clear comparative documentation on models ACTION ITEM - Cochairs to follow up on F2F/intensive session on list. ACTION ITEM - staff to investigate whether lawyers have access to mailing list. ACTION ITEM - Thomas to check whether GAC wants a briefing session ACTION ITEM - Cochairs to provide lawyers on clear Buenos Aires expectations Notes 1. Welcome, Roll Call & SoI CCWG is encouraged to provide outstanding SoIs - staff can assist as needed. 2. Feedback received on CCWG proposal It would be useful to receive a short update on discussions in our respective communities. As a reminder we have currently received 4 comments. The CWG-stewardship is managing 50 comments. It would be valuable to share what comments are currently being drafted. - Mathieu was invited to a ccNSO Council call where the CWG and CCWG proposals were discussed. We should expect that the Council will ask us to highlight which of our proposals affect ccTLDs and in which manner. There might be an official correspondence. - BC will be sending in comments: enforcing powers may require that SO/ACs adopt member status under California law and will encourage the CCWG to provide further explanation on this model. Suggestion to start answering these questions. It was found that slides prepared by Xplane were a very helpful way to digest report content. - Community is seeking clarification about members and UA structure - RySG will be submitting comments that are largely supportive. - IPC is drafting comments that are largely supportive. Jonathan will coordinate with Becky on comments. - Stress Tests Work Party will determine how assessments will change if lack enforceability. - As we make decision about type of UAs and variation, stress tests should also look at accountability issues in particular --> Specific solutions for specific stress tests. 3 Next Steps on Discussions regarding UAs and other membership models There have been very thorough and fruitful discussions regarding membership model and UAs. Many concerns and questions remain to be answered: accountability of members etc being one. Should we adopt membership model or appoint Chairs to be Members of ICANN? UAs provide legal vehicle for community to hold ICANN accountable. We need legal vehicle to achieve goals. UAs is not the only legal vehicle that can provide us with their empowerment. There have been discussions about how corporation in Switzerland could achieve this for instance. UAs has been the easiest model. SO/AC Chairs can be appointed as member but this triggers new questions. Hybrid model could be adopted and would function: SO/ACs could choose to form UAs while others may choose to appoint their Chair. Bylaws would recognize each member or the figure of the Chair. Bylaws would be recognizing the position of the Chair. Chair would act on behalf of SO/AC. UAs would be governed by rules stated by each SO/AC. To avoid: 1) Chair used as synonym of individual; 2) Equate legal personhood of individual to the one grand to Chair Key questions: 1) whether it is possible for Bylaws to recognize only function or figure instead of natural person, whether Bylaws would provide powers to position rather than person; 2) whether the risks could increase through membership model. Feedback: - If you have not uniformed arrangement between SO/ACs - when come to voting, there will be different criteria, this won't be normal. We address one accountability question but transfer another accountability question. Clarity is needed on overall picture. --> This needs to further discussed but we need to come to a conclusion on how to address this issue. Answer could be that each SO/AC would apply methods. - We need to be careful that it not necessarily be Chair of SO/AC but rather the Chair SO/AC designates. We may want to distribute the position (one per region etc). We do not want to make it sound like SO/AC Chair. There may well be situations where we want to put someone in position but this person cannot. We might want to consider replacements. ALAC has certain rules when it comes to accountability criteria. We have processes that can be written in Bylaws, Charters etc to ensure criteria are being met. Can we tie responsability to a rank? - It can be another person that could be designated. We must avoid complicating this. Most SO/ACs have formal processes. In favor with proceeding with this route. - UAs is really consistent with trying to make SO/ACs into members. Looking at Chairs concept, agree that acting as a conduit for the will of SO/AC. It is symbolically appropriate. - 1) We need to have the representatives of SO/ACs in the community body accountable to their own SO/ACs we need enforceable tools against these representatives 2) we need to have enforceable tools against ICANN decision that would not respect community body decision 3) we keep things as simple as possible. Do the options we are considering have these requirements? Are SO/ACs already UAs? Legal counsel to clarify. - Holly said we might already be UAs. There is no difference but difference in how it can be explained to others and how will it be perceived adds a level of complexity. Existence of UA and its descriptions makes it even more complex. --> Agrees with three requirements - there are a number of options: 1) UAs as members ; 2) Human beings designated by UAs as members. You need some entity to have enforceable right. There needs to be a level of intent, basis/minimal rules to help indicate who is involved in organization. There may be benefits in being registered as UA. Discussion around UAs have added a degree of complexity. --> We are fine-tuning to make things as easy as possible. The member model is best way for community to get powers. Whether the SO/AC is member or a delegate appointed by SO/AC, you need some power to ensure that that person is respectful of desires of community group he/she represents. Traditionnally the way to get there is to have group be legal person itself. The additional benefit you would have by registering UAs as an entity, you get liability protection that comes with it. As many rules you have, you have formed intent to create UA, we are advocating final step of registering for legal benefit. - ICANN will require certain legal balance: enforceability that considers reality. - Are we on same page with respect to enforceability? If the group considers robust enforceability as a requirement, then we are taking about membership model. Question is how do we implement membership model. Using UAs would be a very good implementation model. Concerns about complexity this might add. If we have set of requirements that are implemented including UAs, would you still go for other option even if we had to sacrifice goals? We need to communicate the whole accountability architecure in professional matters. - The reference that some SO/ACs may already be UAs, we do not want SO/ACs to be UAs but to have a shadow. Perceived complexity of how people will understand ICANN. There has been a discussion on potential problems of if we had ability to go to Court we end up with possibility. When writing these rules can we waive the right to go to court? - It might be useful to have a comparitive table betweem UA and non UA membership - pros and cons - degrees of implementation and complexity. - Concerned about discussion - if we want to end up being organization where we are able to go to Court, it is not an organization I would like to join. Best way would be international organization. - Conversation is missplaced - enforceability issue is about having authority that we are putting in Bylaws. It is not about going to Court. - Governance arrangements's basis principle is to prevent going to Court. The fact that you can go to Court is a credible threat so that no one goes to Court. We need to acknowledge feedback on complexity. Suggestion would be for the CCWG to create UA - we submit to group draft articles of association based on legal counsel's legal input. Anyone on this list can comment and add concern on UA. We can report to community first hand. - If you create a legal person, perception that might lose multistakeholder model soul, it does not have any reality attached to it. - It is not the legal process, it is the perception that it will cause among others that is problematic. Is it possible to waive litigation? - Having ability to go to Court and ability to remove Board directors are the two powers/authorities that make it so unnecessary - Powers that are put in place are far more complex that anything having to do with UAs. Struggling to understand why UAs are causing so much concern when it is the least complex part of this entire process. You can certainly waive rights to Courts but why create such a complex set if not going to use them? - Setting up a UA documenting how we do it and explaining steps that need to be taken might help explain concept to community together with far more complex escalation path we have already been working on. Suggestion: Cochairs to talk to Comms Team to see if can facilitate comms to community. ACTION ITEM - CoChairs to reach out to Comms Team to analyse feasibility. - Overall structure may be complex and may benefit from further explanation. We need to see how we can boil complexity. - Does this structure increase opportunity for individual members to litigate on their own without community consensus? - Threshold could probably be set (member approval before litigation). ACTION ITEM: Legal counsel to do some research on litigation threshold. - How do we have people understand the overall process? A lot of this is about explanability. Issue of individual members taking action. ACTION ITEM: CCWG to go through memorandums put together by counsel on UAs - https://community.icann.org/download/attachments/52890082/REVISED%20Memo%20… <https://community.icann.org/download/attachments/52890082/REVISED%20Memo%20…> We will reach out to comms Team to see how we can explain this. - Complexity for UA membership implementation needs to be added. --> We need to define scenarios first and will be able to provide clear table. ACTION ITEM - Provide clear comparative documentation on models. Legal Group & Engagement with Lawyers We had discussion on last call where concept of rearranging legal subteam was suggested. We have reached out to ICANN to provide us with information on legal costs incurred so far. We have hit 1 million dollars for CCWG. We will be asking for timesheets and more detail on time being sent on what subject. Variety of expertise, getting lawyers up-to-speed and research on legal requirements/implementation added to legal costs. 1,7 million for both CCWG and CWG We will be exercising more control on costs. Work Plan Post BA - Second Public Comment Period Public comment will end on 3 June. Staff will populate comment review tool by June 7. Our regular call on June 9 is going to be extended by an hour to ensure everyone is comfortable the PCRT was populated in appropriate manner. That will kick WP work on analysing comments. June 16 will be freeze date for WPs' output. We will be assessing which parts raise concerns, divergences, agreements etc. BA schedule: * Board discussion on Sunday * Working session on Wednesday and Thursday * We are working on engaging each SO/AC to hold dedicated sessions. We will then move into phase where our goal will be to launch a 40-day comment period. We will attempt to finalize proposal in time for Dublin meeting which means we will need to finalize proposal by October 9. We have the month of July to finalize document for comment. Do we plan for a F2F or intensive session? Do we move fast and finalize this before or after July 20? Is it currently foreseen that there would be a need to have specific work groups or support for that period? There is some support among Chairs and Rapporteurs for a F2F in July. Feedback: - What happened to consensus work plan?' --> We are planning to try and close as many items as early as possible if we get consensus on IRP or reconsideration process e.g.. This is planning for outstanding issues in July. It is not replacing the approach described by Thomas. - July 16 difficult. ACTION ITEM - Cochairs to follow up on F2F/intensive session on list. Objective is to select dates and determine format asap. 6. A.O.B Video is not available. As part of engagement activity, we are planning to do videos to help community understand what we are working on. Pilot is currently being finalized by comms Team. We will review and will share with group. Lawyers have not received stream of emails on UAs. ACTION ITEM - staff to investigate whether lawyers have access to mailing list. Lawyers would welcome guidance on what is needed for Buenos Aires. ACTION ITEM - Thomas to check whether GAC wants a briefing session ACTION ITEM - Cochairs to provide lawyers on clear Buenos Aires expectations

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Re: [CCWG-ACCT] pending legal questions
by Alan Greenberg May 26, 2015

May 26, 2015

Not quite Bruce. I know that for the ALAC, we will have the ability to remove whoever we select if they do not act in accordance with the ALAC views. My question is whether the new "rules" can be set up so that by nature of a person being named to the Chair or "Formal ICANN Honcho (or whatever we specify), they can de facto (or with requisite paperwork) be the ICANN Member(s). Alan At 26/05/2015 01:20 AM, Bruce Tonkin wrote: >Hello Alan, > >I think that individuals can certainly be >members and exercise the right of members. > >I think you are asking for information on what >legal mechanisms can be put in place to ensure >that the member exercises they powers under >direction of the associated SO/AC, and not of >their own volition. Or put another way how >is the member held accountable to the appointing organization? > >Regards, >Bruce Tonkin > > >From: >accountability-cross-community-bounces(a)icann.org >[mailto:accountability-cross-community-bounces@icann.org] >On Behalf Of Alan Greenberg >Sent: Monday, 25 May 2015 11:16 AM >To: LeÃÂ³n Felipe SÃÂ¡nchez AmbÃÂa; Kavouss Arasteh >Cc: accountability-cross-community(a)icann.org >Subject: Re: [CCWG-ACCT] pending legal questions > >Leon, at least from my point of view, I think >the question is a bit more specific. We of >course know that individuals have a legal >persona and therefore could be Members (or Designators). > >The question is whether it is practical to >structure things so that the SO/AC Chairs (or >other individuals named by their office within >the ICANN community (perhaps a Chair of a SG in >the case of the GNSO) can be identified as >Members and whoever the incumbent is in the >office plays that role. Or if that is not >possible, is there an easy easy to >designate them (no pun intended) as Designators >or Members when they assume office. And if some >peron is playing that role, can they appoint >someone else to act in that capacity in place of them. > >Alan > >At 24/05/2015 08:56 PM, LeÃÂ³n Felipe SÃÂ¡nchez AmbÃÂa wrote: > >Dear Kavouss, > >Thanks for your questions. At this stage, the >advice from lawyers is that membership approach >can be implementable in many ways. One being the >establishment of UA but also any other kind of >legal vehicle. The example mentioned has been a >non-profit organization. I stress that this has >just been used as an example and no one has >suggested this approach as it has only been used >to illustrate which other legal vehicles could be used to become a member. > >The bottom line is that to exercise certain >powers as Board member removal and budget >approval, there would be the need to have a >legal vehicle (whatever legal vehicle) to implement the proposal. > >I hope you find this information useful. Please >let me know if you need further clarification. > > >Best regards, > > >LeÃÂ³n > > >El 24/05/2015, a las 2:29, Kavouss Arasteh ><<mailto:kavouss.arasteh@gmail.com> kavouss.arasteh(a)gmail.com> escribiÃÂ³: > >Dear Leon >I have asked few questions for which no reply are yet provided?! >Now , since last week , extensive discussions >are on going on whether a membership approach is >implementable without a need to UA? >May you raise this issue to the legal council pls >Regards >Kavouss > > >Sent from my iPhone > >On 24 May 2015, at 02:21, LeÃÂ³n Felipe >SÃÂ¡nchez AmbÃÂa ><<mailto:leonfelipe@sanchez.mx>leonfelipe(a)sanchez.mx> wrote: > > >Dear Jorge, > >Apologies for the delayed reply. On April 1st, >Sidley answered these questions on the Lega >Sub-team list. I apologize for having missed >them and not forwarding them to you. > >I hope you find this information useful. > > >A. Jurisdiction: What provisions, if any, can >be included in the Bylaws or articles of >incorporation related to jurisdiction issues? Is >that possible under current ICANNÃ¢s ¢s >structure? What extra accountability would >changing jurisdiction bring to the community? > >1. Addressing jurisdiction in articles and >bylaws and whether possible under ICANNÃ¢s >structure:/b> Under concepts of state corporate >law in the US, the entityÃ¢s articles of >incorporation set forth th the jurisdiction >under which a corporation is formed . The laws >of the jurisdiction of formation (currently for >ICANN, California) govern the internal affairs >of the corporation (the Ã¢ ininternal affairs >doctrineÃ¢) . Thehese internal affairs >include issues that one would expect to see >expressed in bylaws such as how the entity is >organized internally and the various roles and >decision rights and responsibilities of key >participants: members or designators (if any), >directors and officers, and other key >constituents. Generally the corporation has to >have s a "registered office" in the state of >incorporation but it may have its primary office >in another jurisdiction. There is also >flexibility to provide for alternate dispute >resolutions and to designate specific choice of >law provisions for such dispute resolution. For >example, the bylaws can set up alternative >dispute resolution processes subject to binding >international arbitration that follows bespoke >rules formulated and agreed to by the community >in the bylaws and other core >documents. Although this does not fully allow >the community to establish a comprehensive and >binding private international law, and some >court challenges will remain possible for >entities organized under the laws of any >jurisdiction, this would allow for the >resolution of most disputes in a manner >consistent with the legal norms of the >multi-stakeholder community, as has long been >the case with respect to domain name >disputes. Outside of bylaw provisions, >contracting parties typically specify what law >shall govern specific contractual arrangements >and provide forspecific mechanisms to apply for >dispute resolution. For example CA law need not >be the law chosen to rule a particular >contractual relation. And contracts with third >parties can define alternate jurisdictions and >mechanisms to resolve legal disagreements. > >To the extent that this question is intended to >relate to establishing a commitment to review >where ICANN should be incorporated in the >future, we need more information about what is >sought to be accomplished and the opportunity to undertake specific research. > >To the extent that this question is about >locking in a jurisdiction for formation or for >dispute resolution or other purposes such that >it is very difficult to change in the future, we >would need to undertake research and also >explore the pros and cons of such an approach >and how it might be effectuated for example >through a very high threshold for amendment or golden bylaw. > >2. Extra accountability mechanisms in other >jurisdictions: As to whether extra >accountability mechanisms are available in other >jurisdictions, we would have to engage in >research and it would be helpful to have >direction as to several jurisdictions of >interest rather than canvas the entire set of >possibilities. We are not aware without further >research of a jurisdiction that offers extra >accountability mechanisms that could not be >created in the flexible framework provided by >state corporate law in the US Before we >undertake research on this question it would be >helpful to better understand the underlying >concern that is driving this question. > >B. Liability: Which would be the liability of >those persons conforming the proposed bodies? >(IRP, Supervisory Board) Has the figure of a >supervisory board has been put in practice in California? > >1. Liability of persons participating on >proposed bodies: While directors and officers >of a corporation take on certain >responsibilities and liabilities as fiduciaries, >it is relatively rare for a director or officer >of a non-profit corporation to be found liable >for breach of duty absent malfeasance for >exxample engaging in self-dealing. In addition, >the corporation generally can exculpate (hold >harmless) and indemnify (promise to pay for a >financial liability outcome) so long as the act >was not criminal or a breach of the duty of >loyalty (self-dealing) or otherwise in bad >faith. As to other persons for examples >members of a review panel, theese same >prootections of exculpation and indemnification >are available. Generally there are a variety of >protections available to help protect persons >involved in ICANN governance from personal liability. > >2. Supervisory boards: A two tier board >structure with of a supervisoory board and a >management board is generally not a specific >legal construct under state corporate law in the >US. State corporate law generally contemplates >that the board of directors has authority to >manage and direct the affairs of the corporation >and that the board typically delegates >management functions to a group of >officers. Those officers are not typically >organized into a Ã¢managing boardÃ¢ (but >this may may be a difference without much >specific legal import). Additionally, a board >can delegate to a board committee in ways that >can mimic some aspects of the distinction >between a supervisory board and a management >board , although if that board committee takes >on management tasks there is some risk that its >members could be viewed to take on the >heightened legal responsibilities and >liabilities associated with corporate officers. >Best regards, > > >LeÃÂ³n > > >El 23/05/2015, a las 1:22, ><mailto:Jorge.Cancio@bakom.admin.ch>Jorge.Cancio(a)bakom.admin.ch escribiÃÂ³: > >Dear Co-Chairs, dear all > > >I would like to kindly request information on >the status of processing the following legal >questions, as I was informed more than a month >ago that an answer was being prepared, but still >I have not seen any specific reply. > >All questions were refered to and posed during the CCWG call of March 31st: > >== > >- On jurisdiction I'd like to remind that there >is a question which as I understand will be >posed to our legal advisors on common practice >regarding provisions included usually, if any, >on jurisdiction issues in Bylaws and Articles of >Incorporation (and the current situation in the case of ICANN)? > >- question of possible liabilities of future >"community council" members -for exercising its >powers- has been or will be considered. A >question which arises from the paper is that the >more power you give to actors different to the >board, the more it is likely that they become >liable in some fashion - this should be further investigated. > >- it seems in both papers (Sidley and Adler) >that there would be some difficulties in finding >solutions for independent and binding appeals >panels - I guess this will need to be explored in depth > >== > >The references to legal memos in those questions >should be understood as refering to the papers current on March 31st. > >Thank you very much for your assistance and best regards > > > >Jorge Cancio >Switzerland > >Von meinem iPhone gesendet > > >_______________________________________________ >Accountability-Cross-Community mailing list ><mailto:Accountability-Cross-Community@icann.org>Accountability-Cross-Community(a)icann.org >https://mm.icann.org/mailman/listinfo/accountability-cross-community > > >_______________________________________________ >Accountability-Cross-Community mailing list ><mailto:Accountability-Cross-Community@icann.org>Accountability-Cross-Community(a)icann.org >https://mm.icann.org/mailman/listinfo/accountability-cross-community > >_______________________________________________ >Accountability-Cross-Community mailing list >Accountability-Cross-Community(a)icann.org >https://mm.icann.org/mailman/listinfo/accountability-cross-community

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pending legal questions
by Jorge.Cancio＠bakom.admin.ch May 26, 2015

May 26, 2015

Dear Co-Chairs, dear all I would like to kindly request information on the status of processing the following legal questions, as I was informed more than a month ago that an answer was being prepared, but still I have not seen any specific reply. All questions were refered to and posed during the CCWG call of March 31st: == - On jurisdiction I'd like to remind that there is a question which as I understand will be posed to our legal advisors on common practice regarding provisions included usually, if any, on jurisdiction issues in Bylaws and Articles of Incorporation (and the current situation in the case of ICANN)? - question of possible liabilities of future "community council" members -for exercising its powers- has been or will be considered. A question which arises from the paper is that the more power you give to actors different to the board, the more it is likely that they become liable in some fashion - this should be further investigated. - it seems in both papers (Sidley and Adler) that there would be some difficulties in finding solutions for independent and binding appeals panels - I guess this will need to be explored in depth == The references to legal memos in those questions should be understood as refering to the papers current on March 31st. Thank you very much for your assistance and best regards Jorge Cancio Switzerland Von meinem iPhone gesendet

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Agenda CWG-Accountability mtg, Tuesday 26 May 2015
by Adam Peake May 25, 2015

May 25, 2015

Hi Everyone, Agenda for CWG-Accountability Meeting #35 Tuesday 26 May 2015 from 12:00 14:00 UTC Time zone converter here <http://www.timeanddate.com/worldclock/fixedtime.html?msg=CCWG+ACCT+Meeting& iso=20150526T12&p1=1440&ah=2> Agenda CCWG-Accountability Meeting #35 Tuesday 26 May 2015 from 12:00 14:00 UTC 1. Welcome, Roll Call & SoI 2. Feedback recieved on CCWG proposal 3. Next steps on discussions regarding UAs and other membership models (follow-up on recent mailing list activity) 4. Legal group and engagement with lawyers 5. Work plan post BA - 2nd public comment 6. AoB (introduction of video if available)

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Question regarding UAs
by Alan Greenberg May 25, 2015

May 25, 2015

I believe I understand the issues regarding UAs as shadow organizations for the AC/SOs. Although I still have strong reservations and am not sure we need the legal enforceability that they provide, I am willing to accept that they will work. But I also feel that using such structures will be difficult for the overall community to understand (on an ongoing basis). I have a simple question. Instead of having a UA and the AC/SO naming people to be their formal representatives in the UA, why can we not simply have the AC/SO Chair or their Delegate(s) be the Members or Designators. These people have legal status, so why do we need the UAs? I will not be able to join the call in a few hours, but will listen to the recording later in the day. Alan

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Re: [CCWG-ACCT] Regarding members
by avri doria May 24, 2015

May 24, 2015

While I still have issuess with the shell UA concept and believe the SOAC would need to become UA (which I understand is a problem for some stakeholders), I think this is a good explanation of issues with using natural persons as members. avri Sent from a T-Mobile 4G LTE Device <div>-------- Original message --------</div><div>From: Edward Morris <egmorris1(a)toast.net> </div><div>Date:05/24/2015 1:19 AM (GMT-05:00) </div><div>To: Bruce Tonkin <Bruce.Tonkin(a)melbourneit.com.au> </div><div>Cc: accountability-cross-community(a)icann.org </div><div>Subject: Re: [CCWG-ACCT] Regarding members </div><div> </div>Although something we certainly should explore and consider I would proceed very cautiously in anointing natural persons as members. My concern has to do more with statutory rights that come with membership than anything we're proposing for internal governance. Although perhaps initially easier to conceptualize organizationally, the use of some rights granted may be less easy to understand or implement under a natural person model. Do we want to rest in an individual the right and / or obligation for filing requests for documents or for litigation under the derivative lawsuit powers granted members? Do we want a situation where lawsuits would be Greenberg v. ICANN rather than ALAC v. ICANN, for example? Do we really intend to force community members, SG's or Constituencies for example, to have to go through a natural person to obtain access to ICANN corporate records as provided for in the California Corporations Code? My initial impulse would be to suggest that the shell U A model would be a better vehicle in which to actually use the powers granted members although the natural person model might be a bit easier to understand at conception. I look forward to input from independent counsel and for further discussion on this matter. Sent from my iPad > On May 23, 2015, at 11:41 AM, Bruce Tonkin <Bruce.Tonkin(a)melbourneit.com.au> wrote: > > Hello All, > > I have been reading the various discussions on the topic of using members as a way of holding ICANN accountable. > > Speaking personally - I think the concept of members can work. > > My advice though would be to try to keep it simple. The idea of creating separate unincorporated versions of the GAC, ccNSO etc - just adds complexity that makes it more and more difficult for outsiders to really understand how ICANN works. It already takes years to understand how the GNSO or ALAC processes work. > > From my personal perspective - we should just allow the SOs and ACs to appoint their chairs/vice-chairs or nominated representatives as "members" of ICANN for a term that matches the term of their office. This seems to require minimal change in ICANN's existing structure. > > Each individual that is selected to become a member of ICANN could then sign an agreement with ICANN that ensures that ICANN provides some indemnity for the member, provided that the member operates in accordance with the direction of their SO and AC through a properly constituted motion according to the procedures of that group. Ie the member would have a very narrow role to basically convey the decision of the respective SO and AC. > > Regards, > Bruce Tonkin > > _______________________________________________ > Accountability-Cross-Community mailing list > Accountability-Cross-Community(a)icann.org > https://mm.icann.org/mailman/listinfo/accountability-cross-community _______________________________________________ Accountability-Cross-Community mailing list Accountability-Cross-Community(a)icann.org https://mm.icann.org/mailman/listinfo/accountability-cross-community

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Re: [CCWG-ACCT] Regarding members
by Alan Greenberg May 24, 2015

May 24, 2015

Thanks Bruce. I suggested this about a week ago, and asked whether there we re any legal impediments for doing this, and why the (in my mind) far more convoluted) UA solution was proposed in its stead. I hope that we can get advice from our legal team on this. Alan At 23/05/2015 04:41 AM, Bruce Tonkin wrote: >Hello All, > >I have been reading the various discussions on the topic of using >members as a way of holding ICANN accountable. > >Speaking personally - I think the concept of members can work. > >My advice though would be to try to keep it simple. The idea of >creating separate unincorporated versions of the GAC, ccNSO etc - >just adds complexity that makes it more and more difficult for >outsiders to really understand how ICANN works. It already takes >years to understand how the GNSO or ALAC processes work. > > From my personal perspective - we should just allow the SOs and ACs > to appoint their chairs/vice-chairs or nominated representatives as > "members" of ICANN for a term that matches the term of their > office. This seems to require minimal change in ICANN's existing structure. > >Each individual that is selected to become a member of ICANN could >then sign an agreement with ICANN that ensures that ICANN provides >some indemnity for the member, provided that the member operates in >accordance with the direction of their SO and AC through a properly >constituted motion according to the procedures of that group. Ie >the member would have a very narrow role to basically convey the >decision of the respective SO and AC. > >Regards, >Bruce Tonkin > >_______________________________________________ >Accountability-Cross-Community mailing list >Accountability-Cross-Community(a)icann.org >https://mm.icann.org/mailman/listinfo/accountability-cross-community

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Regarding members
by Bruce Tonkin May 24, 2015

May 24, 2015

Hello All, I have been reading the various discussions on the topic of using members as a way of holding ICANN accountable. Speaking personally - I think the concept of members can work. My advice though would be to try to keep it simple. The idea of creating separate unincorporated versions of the GAC, ccNSO etc - just adds complexity that makes it more and more difficult for outsiders to really understand how ICANN works. It already takes years to understand how the GNSO or ALAC processes work. >From my personal perspective - we should just allow the SOs and ACs to appoint their chairs/vice-chairs or nominated representatives as "members" of ICANN for a term that matches the term of their office. This seems to require minimal change in ICANN's existing structure. Each individual that is selected to become a member of ICANN could then sign an agreement with ICANN that ensures that ICANN provides some indemnity for the member, provided that the member operates in accordance with the direction of their SO and AC through a properly constituted motion according to the procedures of that group. Ie the member would have a very narrow role to basically convey the decision of the respective SO and AC. Regards, Bruce Tonkin

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Re: [CCWG-ACCT] June 9 Call - On behalf of CCWG Cochairs
by Roelof Meijer May 22, 2015

May 22, 2015

Dear co-chairs, I am not sure that just adding an extra hour to the call would really help us to work with the comments in an effective and –if at all possible- efficient way. I sent the following suggesting to Jordan trough the WP1 list: I suggest that the first exercise that some of us as a sub-team do, is categorize the comments. Possible categories: comments on mechanisms, comments on powers, comments on (AoC in) bylaws etc. And that we then assign a category or multiple categories to subteams to do both the analysis and the initial thinking of a way forward. In this way, not all of us will have to go through all the comments, we can do a lot of work in a relatively short timespan and if the subteams present at the F2F sessions, those can be quite effective. How does that sound? Groet, Roelof From: Alice Jansen <alice.jansen(a)icann.org<mailto:alice.jansen@icann.org>> Date: woensdag 20 mei 2015 17:19 To: "accountability-cross-community(a)icann.org<mailto:accountability-cross-community@icann.org>" <accountability-cross-community(a)icann.org<mailto:accountability-cross-community@icann.org>> Subject: [CCWG-ACCT] June 9 Call - On behalf of CCWG Cochairs On behalf of CCWG Cochairs Dear all, Following up on the suggestion made on call #33 that the full Group should review public comments received on a call, we would like to suggest dedicating the CCWG call scheduled for Tuesday, 9 June to this task. This call will be an opportunity for us to identify sections of the draft proposal where the community 1) is in agreement; 2) needs clarification; 3) has diverging opinions. To provide us with sufficient time to review all comments, we have decided to extend the call duration to three hours. Staff will adjust the calendar invite accordingly. As a reminder, public comments received to date can be found at: http://forum.icann.org/lists/comments-ccwg-accountability-draft-proposal-04… Thanks, Best regards Mathieu, Thomas, León

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