Jan. 7, 2015
1:58 a.m.
Speaking as a California attorney, being a non-profit corporation doesn't actually mean that the corporation doesn't make a profit. It means that the profit made by the corporation isn't distributed to share-holders (owners). So ICANN can make a gazillion dollars in profit, as long as that profit is spent by the corporation in ways other than share-holder distributions. Best, Robin On Jan 6, 2015, at 5:50 PM, Phil Buckingham wrote: > Hello Bruce,( & Greg), > > Thanks for your sterling work here as Board liaison. > > What I can't get my head around is that ICANN is projecting / budgeting 15M > gTLD registrations ( down from an original 33M ) by the end of 2015 ( I > think ) , maybe 2016. > With each new registry(1400) paying $25000 pa + 25cents for each > registration over 50000 to ICANN + potential huge $M from auctions - how can > ICANN be called a "not for profit " anymore. Surely its tax and legal status > will have to change ( under Californian law). (This is where a UK accountant > bows out). > > Perhaps I'm going too deep / off topic now. > > Regards, > > Phil > > > > -----Original Message----- > From: accountability-cross-community-bounces@icann.org > [mailto:accountability-cross-community-bounces@icann.org] On Behalf Of Bruce > Tonkin > Sent: 06 January 2015 23:54 > To: accountability-cross-community@icann.org > Subject: [CCWG-Accountability] Regarding Non-profit and public-benefit legal > structure > > Hello Phil, > > >>> I would envisage the Board having to be compliance with all Corporate > Governance Codes specific to Companies Law in the country of incorporation, > subject to a community consensus override. But what is its corporate status > - not for profit or for profit - as different codes would apply ? > > The legal status of ICANN is as specified in its articles of incorporation: > > https://www.icann.org/resources/pages/articles-2012-02-25-en > > "This Corporation is a non-profit public benefit corporation and is not > organized for the private gain of any person. It is organized under the > California Non-profit Public Benefit Corporation Law for charitable and > public purposes. The Corporation is organized, and will be operated, > exclusively for charitable, educational, and scientific purposes within the > meaning of § 501 (c)(3) of the Internal Revenue Code of 1986, as amended > (the "Code"), or the corresponding provision of any future United States tax > code. Any reference in these Articles to the Code shall include the > corresponding provisions of any further United States tax code." > > Also from: > > http://en.wikipedia.org/wiki/Public-benefit_nonprofit_corporation > > "A public-benefit non-profit corporation is a type of non-profit > corporation chartered by a state government, and organized primarily or > exclusively for social, educational, recreational or charitable purposes by > like-minded citizens. Public-benefit nonprofit corporations are distinct in > the law from mutual-benefit nonprofit corporations in that they are > organized for the general public benefit, rather than for the interest of > its members." > > I believe it was deliberately set up as public benefit rather than a member > organization - to avoid the situation where the members become limited to > say gTLD registries and registrars and hence it ends up operating primarily > for the benefit of the domain name registration industry. > > Any move away from a public-benefit corporation to a membership corporation > - would need to carefully consider how to ensure that the members are > reflective of the broader Internet community and don't become limited to a > few members as interest in "ICANN" drops over time. I.e. a failure > scenario of membership organisation is what happens to the membership base > over time and how it can be protected from capture. I have seen some > membership based ccTLDs get into problems when their membership becomes > dominated by domain name investors for example. > > Regards, > Bruce Tonkin > _______________________________________________ > Accountability-Cross-Community mailing list > Accountability-Cross-Community@icann.org > https://mm.icann.org/mailman/listinfo/accountability-cross-community > > _______________________________________________ > Accountability-Cross-Community mailing list > Accountability-Cross-Community@icann.org > https://mm.icann.org/mailman/listinfo/accountability-cross-community >