On 01/10/2015 17:20, Seun Ojedeji wrote:
Hello Malcolm,
Are you certain there is no lega person-hood required because that section referenced by James seem to imply that. I quote a specific section below:
"... the Community Mechanism as Sole Member Model would be a *legal person* created through the ICANN Bylaws as an unincorporated association...."
Legal person-hood is not required of the SOACs in the SMM: our counsel have been quite clear on that. Californian law would recognise the Single Member as having legal personality. But it still doesn't need any of the normal accoutrements of artificial persons (such as registration, officers, etc) that might otherwise make this problematic. I hope that is now clear.
Regards Sent from my Asus Zenfone2 Kindly excuse brevity and typos.
On 1 Oct 2015 15:39, "Malcolm Hutty" <malcolm@linx.net <mailto:malcolm@linx.net>> wrote:
On 01/10/2015 15:27, James Gannon wrote: > Kavouss, > I refer you to paragraph 306 of our 2nd draft proposal which states: > > As required by law, the Sole Member in the Community Mechanism as > Sole Member Model would be a legal person created through the ICANN > Bylaws as an unincorporated association. The Community Mechanism as > Sole Member Model would rely on direct participation by SOs and ACs > in this sole member for exercise of community powers but would not > require any of them to have legal personhood. The Sole Member would > have no officers or directors and no assets. > > So it is clear that we have not dropped unincorporated association > totally as the SMCM would be required to be an unincorporated association. > > I hope that makes things clearer as to what I am referring to.
I think there is a simple miscommunication here.
Our first reference model was Empowered SOACs as Unincorporated Associations. This would require turning the SOACs into UAs. That was problematic. We dropped it. It's not coming back.
Our current reference model is the Single Member. This wouldn't require the SOACs to change at all. Californian law may deem the Single Member to be considered a UA in itself, but this is just a matter of statutory construction. The Single Member has no registration or reporting requirements, no need for officers, directors, assets etc. It is simply a legal notion. So there's really no need to focus on the fact that a lawyer would construe the Single Member as a UA, because that doesn't imply what people would think it implies.
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