One of the leading authorites on this matter, and the real dangers of UA structures is the Gillingham Bus Disaster case (RE GILLINGHAM BUS DISASTER FUND [1958] Ch 300)
https://books.google.com/books?id=s5h4LUHhYC0C&pg=PA145&lpg=PA145&dq=Gillingham+Bus+Disaster+appeal+judgment&source=bl&ots=rGrH81jGKn&sig=jCRoZq2-tiGTN7MUuzoteOS0oPw&hl=en&sa=X&ei=r4KeVbjAHIT2UpHHi4AL&ved=0CCQQ6AEwAQ#v=onepage&q=Gillingham%20Bus%20Disaster%20appeal%20judgment&f=false
Happy reading.
On 09/07/15 15:17, Nigel Roberts wrote:
Unincorporated associations in English, and Scottish law explicitly have_______________________________________________
unlimited liability. There is no registration involved, they simply
exist as a matter of law. So if you and I formed a bridge club at our
local pub, and invited members, that would automatically be a UA, would
NOT have legal personality, and the members, and more particularly, the
officers, would have UNlimited liabtliy
The assets of the UA are held on trust, in the legal name of the
officers, for the purposes of the UA.
I am assuming the difference here is that a California unincorporated
assocation is not an unregistered entity but is a creature of statute
(state law), giving limited liability following a registration process.
Is that correct?
Nigel
PS: I apologise for not having read every single email that was sent
before I joined this list last week; as my law professor (a High Court
judge said: "Nothing is obvious to everybody").
On 09/07/15 15:07, Greg Shatan wrote:
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
<mailto: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>
<mailto: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>
<mailto: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 <mailto: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
<mailto:accountability-cross-community-bounces@icann.org>> on
behalf of Roelof Meijer <roelof.meijer@sidn.nl
<mailto:roelof.meijer@sidn.nl>>
Date: woensdag 22 april 2015 15:56
To: "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
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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web: http://www.fuoye.edu.ng
Mobile: +2348035233535 <tel:%2B2348035233535>
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The key to understanding is humility - my view !
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