Hello All,

I thought the basis of the model was that either each so/ac would appoint a person to be the legal persons or a small number of nominated individuals (2 was discussed I think) would provide the required legal personhood but would not be empowered to do anything without instruction from the so/acs. We now seem to be heading back to a requirement that so/acs for lead entities in some way which is challenging for some to say the least! 

Could we please get clarity on where we are at with this?


Cheers,


Chris


On 28 Jan 2016, at 05:16 , Nigel Roberts <nigel@channelisles.net> wrote:

I don't mean to be pedantic about this, but are the SOs and ACs also going to be constituted as UAs???

Otherwise, I see an issue -- surely to form the EC as a UA, the members of the UA need to be persons (whether natural or legal matters not).

So it seems to me that all the SOs and ACs need to have legal personality.

Or will the members of the EC just be the Chairs of the SOs and ACs in a personal capacity??




On 27/01/16 18:11, Gregory, Holly wrote:
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@sidley.com <mailto:holly.gregory@sidley.com>

*From:*accountability-cross-community-bounces@icann.org
[mailto:accountability-cross-community-bounces@icann.org] *On Behalf Of
*Seun Ojedeji
*Sent:* Wednesday, January 27, 2016 9:47 AM
*To:* Kavouss Arasteh
*Cc:* accountability-cross-community@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@gmail.com
<mailto:kavouss.arasteh@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@mcgill.ca
<mailto:alan.greenberg@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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