Nigel,

A California unincorporated association is a limited liability vehicle, as it is in certain other jurisdictions.  If we were to go down the route of have SO/ACs be/create/empower (three different options) a legal entity, one would expect a choice to be made that would shield SO/ACs and their members from unlimited legal liability (and there are a variety of options to do so).  While this should be implicit by now in this discussion, since it has been explicitly discussed in the past, I'm glad for the opportunity to make it explicit once again.  Suggesting someone cross the street is not equivalent to telling them to walk into traffic.

Greg

On Thu, Jul 9, 2015 at 9:40 AM, Nigel Roberts <nigel@channelisles.net> wrote:
Greg, all

I have a deadly serious question.

Why would any Member of an SO voluntarily submit to the danger of unlimited monetary liability?

So why is anyone even considering UA status for more than 10 seconds?


Nigel

See http://www.scvo.org.uk/setting-up-a-charity/decide-on-a-structure/voluntary-or-unincorporated-association/


On 09/07/15 14:35, Seun Ojedeji wrote:
On Thu, Jul 9, 2015 at 1:34 PM, Greg Shatan <gregshatanipc@gmail.com
<mailto:gregshatanipc@gmail.com>> wrote:

    Seun,

    Can you point where this understanding and learning comes from? I
    don't think any of this is correct, unless you are referring to a
    "council" where each SO/AC is a statutory member of the corporation.


Yes indeed thats what i was referring to

    This is not the case in the "single member model," where there is
    only one statutory member.


Okay thanks for clarifying that for me. So if i get this correctly; does
it mean one of the SO/AC will be a member and then every other SO and AC
exercise their powers through that single member?. Specifically which of
the SO/AC will be member in the single member model?

However if one of the SO/AC won't have to become a member but the entire
council becoming a UA to fulfill membership requirement, how will that
address some SO/AC not wanting to enter into such legal formality? also
how will accountability of the council be ensured as it could then mean
creating a mini-ICANN board as the council members would have the voting
rights, independence et all. Perhaps the council can be limited by its
governing document, but how will removing council members for instance
be in effect if the populating source(SO/AC) is not a UA.

Perhaps its not as complicated as i am imagining it so it will be good
to hear some clarifications.

Regards


    Greg

    On Thursday, July 9, 2015, Seun Ojedeji <seun.ojedeji@gmail.com
    <mailto:seun.ojedeji@gmail.com>> wrote:

        I understand the powers would be bestowed on the council
        individuals and not their source position;

        For instance one of the option is to populate the community
        council with leaders of SO/AC, which IMO would be the cheapest
        route in this model so they would be occupying a virtual seat
        and exercise those powers when required. It would also allow the
        various SO/AC internet accountability mechanisms apply to
        council including removal of members.

        However, I then learnt that the council cannot be formed by
        SO/AC leader positions but rather to the occupants of that
        position. This would mean having to rewrite the bylaw/document
        forming the council often since leaders of those positions are
        dynamic and could change at anytime. Will be good to know if
        that is no longer the case

        Regards
        Sent from Google nexus 4
        kindly excuse brevity and typos.

        On 7 Jul 2015 2:56 pm, "Roelof Meijer" <Roelof.Meijer@sidn.nl>
        wrote:

            Interesting, we’re back on the subject of a single member
            structure. It was written off before

            Cheers,

            Roelof

            From: <accountability-cross-community-bounces@icann.org> on
            behalf of Roelof Meijer <roelof.meijer@sidn.nl>
            Date: woensdag 22 april 2015 15:56
            To: "avri@acm.org" <avri@acm.org>,
            "accountability-cross-community@icann.org"
            <accountability-cross-community@icann.org>
            Subject: Re: [CCWG-ACCT] member organization and single
            membership structure

            Hi Avri,

            The sole membership construction, is a possibility described
            in the legal document in several places: the comments by the
            legal experts on the PCCWG mechanism template (page 64) and
            the Community Council mechanism template (page 69). I
            sent several emails about it to the WP1 list, suggesting to
            look in the possibility as indeed it would not necessitate
            every SO and AC to become a legal entity. And, as you do,
            suggesting: "make the „Community Council” the sole member of
            ICANN (and thus a formal legal entity), consisting of either
            the SO and AC chairs or SO/AC elected representatives” (from
            an email of 14 April).

            And I would think it would enable the SO’s and AC’s
            themselves to continue appointing directors, as they do now.
            But that’s just guessing, based on the fact that the SO’s
            and AC’s themselves would not change status

            Best,

            Roelof

            From: Avri Doria <avri@acm.org>
            Organization: Technicalities
            Reply-To: "avri@acm.org" <avri@acm.org>
            Date: woensdag 22 april 2015 15:09
            To: "accountability-cross-community@icann.org"
            <accountability-cross-community@icann.org>
            Subject: Re: [CCWG-ACCT] member organization and single
            membership structure

            Hi,

            On 22-Apr-15 08:26, Roelof Meijer wrote:
            2)
            What I find quite frustrating is that I have raised the
            point of the possibility (or not) of a single membership
            structure – an option mentioned by Sidley and Adler &
            Colving in their legal advice – several times by now
            without getting any substantial reaction. I am not aware
            that any serious effort to investigate this has led to a
            formal write-off.

            In some way that might lessen the complexity of making most
            SOAC an individual legal entity.

            How would it work?  Would we continue to appoint Directors
            just as we do now?

            Or would there need to be some sort of Members Council that
            took actions, working simliarly to the the executive board
            or community council idea?

            thanks

            avri



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    Federal University Oye-Ekiti
    web: http://www.fuoye.edu.ng
    Mobile: +2348035233535
     //alt email:<http://goog_1872880453>seun.ojedeji@fuoye.edu.ng
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