2015-07-09 11:00 GMT+03:00 Nigel Roberts <nigel@channelisles.net>:

+99

On 07/08/2015 11:37 PM, Kieren McCarthy wrote:

A quick view specifically on "rights of inspection".

I think enabling that some entity gets this right would be one of the
most useful of all possible accountability improvements.

It would - perhaps over time - pull out any motivations that might exist
for ICANN to be misleading or less than truthful in its reporting. This
is going to be especially important as ICANN receives increasingly large
amounts of revenue and particularly given its current weak financial
controls.

(See: http://www.ionmag.asia/2015/07/icann-finances-swallow-the-money/)

I predict that ICANN corporate will fight hard to prevent any entity
from gaining this right. And that it will continue to fight hard even
when someone has that right. That in itself should be a good indicator
for why it should be a redline for the accountability group.

To my mind, not allowing ICANN to hide information is the epitome of
actual accountability. If you can't hide it, then to save on
embarrassment you consider how best to share it. Over time, everyone gains.

Kieren

On Wed, Apr 22, 2015 at 9:51 AM, Greg Shatan <gregshatanipc@gmail.com
<mailto:gregshatanipc@gmail.com>> wrote:

Roelof:

Derivative rights and the right of inspection are statutory rights
of members under California law. Under a multiple member model,
each member could choose to exercise these rights individually.
Under a single member model, only the single statutory member would
have these rights. Maybe this could be "fixed" so that individual
SOACs could exercise these rights in the name of the single member,
but I don't know if that works.

If we don't care to have those rights (or any of the rights that
members have individually), then a single member set-up might work.
I would note that the right to inspect ICANN documents (currently
only available in a DIDP) has been an issue of concern. I would
also note that derivative rights are a powerful tool for enforcement
against an entity.

I agree that when it comes to spilling the whole board, or other
powers intended to be exercised by the community as a whole,, the
single member model has the least issues vis a vis the multiple
member model. But when it comes to recalling an individual board
member or other powers to be exercised by a single member, the
single member model raises substantial issues.

Greg

On Wed, Apr 22, 2015 at 11:28 AM, Roelof Meijer
<Roelof.Meijer@sidn.nl <mailto:Roelof.Meijer@sidn.nl>> wrote:

Hi Ed,

Although I have no clue about what it actually means, I am quite
positive that “components of the community” .. “be[ing] able to
avail itself of derivative rights or the right of inspection” is
not a requirement that we formulated as a power, nor a criterium
we formulated for the selection of a mechanism. So I am at a bit
of a loss where that comes from.

Additionally, I do not see why stakeholders represented “in a
single tent” requiring a specified majority among those
representatives to execute a specific power (let’s say spilling
the board) would have less vitality and more blob, than
stakeholders in separate legal entities equally requiring the
same specified majority among those entities to execute a
specific power.

Best,

Roelof

From: Edward Morris <egmorris1@toast.net
<mailto:egmorris1@toast.net>>
Date: woensdag 22 april 2015 16:24
To: Matthew Shears <mshears@cdt.org <mailto:mshears@cdt.org>>
Cc: Roelof Meijer <roelof.meijer@sidn.nl
<mailto:roelof.meijer@sidn.nl>>, "avri@acm.org
<mailto:avri@acm.org>" <avri@acm.org <mailto:avri@acm.org>>,
"accountability-cross-community@icann.org
<mailto:accountability-cross-community@icann.org>"
<accountability-cross-community@icann.org
<mailto:accountability-cross-community@icann.org>>

Subject: Re: [CCWG-ACCT] member organization and single
membership structure

I look forward to independent counsel's analysis of this proposal.

Certainly my principle objection with this model is the
nullification of many of the benefits membership would bring to
components of the community. If the GNSO, for example, felt
strongly about an issue it would not be able to avail itself of
derivative rights or the right of inspection without the consent
of the greater community. Diversity is the strength of the
multistakeholder model and folding all rights into a single tent
would dampen the vitality of the diverse bottom up process and
instead submerge it into a giant blob like unit.

I do remain open, though, to others thoughts on the matter and
thank Roelof for bringing it up.

Ed

Sent from my iPad

On Apr 22, 2015, at 3:02 PM, Matthew Shears <mshears@cdt.org
<mailto:mshears@cdt.org>> wrote:

If this would achieve the same result as the broader
membership model and at the same time be simpler to implement
shouldn't it be looked at again? Was there a specific reason
it was discounted?

Matthew

On 4/22/2015 2:56 PM, Roelof Meijer wrote:

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 <mailto:avri@acm.org>>
Organization: Technicalities
Reply-To: "avri@acm.org <mailto:avri@acm.org>" <avri@acm.org
<mailto:avri@acm.org>>
Date: woensdag 22 april 2015 15:09
To: "accountability-cross-community@icann.org
<mailto:accountability-cross-community@icann.org>"
<accountability-cross-community@icann.org
<mailto: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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