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-...
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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