Re: [CCWG-ACCT] The Road to Dublin....
Hi, I think slice and dice on the proposal would lose its internal coherence as a proposal. If we change anything substantive, I think the entire thing needs to go out for review. I know I just agreed to a 'moratorium,' but I don't want to leave ideas sitting long enough for them to be called 'agreed upon.' avri Sent from a T-Mobile 4G LTE Device <div>-------- Original message --------</div><div>From: Bruce Tonkin <Bruce.Tonkin@melbourneit.com.au> </div><div>Date:09/27/2015 7:49 PM (GMT-05:00) </div><div>To: accountability-cross-community@icann.org </div><div>Cc: </div><div>Subject: Re: [CCWG-ACCT] The Road to Dublin.... </div><div> </div>Hello Becky,
I agree but we need to keep in mind that the CCWG cannot speak unilaterally for the community. To the extent we move off the (substantial) portion of the draft proposal that has consensus support, and to the extent we introduce new solutions in those areas where consensus may not be fully formed, we must go back to the community. The Board needs to understand and respect that.
Thanks – we have also discussed this and agree. One approach I guess could be to put out specific sections that have substantial updates for comment. Regards, Bruce Tonkin
Avri As long as we publish the third proposal contains a compromise between CMSM and MEM as modified by my preliminary suggestion( after refinement) I have no problem with your proposal. What I have difficulty with is the intolerable and conservative position of some colleagues that do not wish to take onto account the Board,s proposal. Regards Kavouss Sent from my iPhone
On 28 Sep 2015, at 03:34, avri doria <avri@ella.com> wrote:
Hi,
I think slice and dice on the proposal would lose its internal coherence as a proposal. If we change anything substantive, I think the entire thing needs to go out for review.
I know I just agreed to a 'moratorium,' but I don't want to leave ideas sitting long enough for them to be called 'agreed upon.'
avri
Sent from a T-Mobile 4G LTE Device
-------- Original message -------- From: Bruce Tonkin <Bruce.Tonkin@melbourneit.com.au> Date:09/27/2015 7:49 PM (GMT-05:00) To: accountability-cross-community@icann.org Cc: Subject: Re: [CCWG-ACCT] The Road to Dublin....
Hello Becky,
I agree but we need to keep in mind that the CCWG cannot speak unilaterally for the community. To the extent we move off the (substantial) portion of the draft proposal that has consensus support, and to the extent we introduce new solutions in those areas where consensus may not be fully formed, we must go back to the community. The Board needs to understand and respect that.
Thanks – we have also discussed this and agree.
One approach I guess could be to put out specific sections that have substantial updates for comment.
Regards,
Bruce Tonkin
_______________________________________________ Accountability-Cross-Community mailing list Accountability-Cross-Community@icann.org https://mm.icann.org/mailman/listinfo/accountability-cross-community
It was my understanding in LA that if any substantive parts of the CCWG's proposal are changed, then of course we will put the revised report out for public comment. It would be hard to imagine anything less being acceptable given the significance of the undertaking. I do recall agreement around this key process point. Robin On Sep 28, 2015, at 8:46 AM, Kavouss Arasteh wrote:
Avri As long as we publish the third proposal contains a compromise between CMSM and MEM as modified by my preliminary suggestion( after refinement) I have no problem with your proposal. What I have difficulty with is the intolerable and conservative position of some colleagues that do not wish to take onto account the Board,s proposal. Regards Kavouss
Sent from my iPhone
On 28 Sep 2015, at 03:34, avri doria <avri@ella.com> wrote:
Hi,
I think slice and dice on the proposal would lose its internal coherence as a proposal. If we change anything substantive, I think the entire thing needs to go out for review.
I know I just agreed to a 'moratorium,' but I don't want to leave ideas sitting long enough for them to be called 'agreed upon.'
avri
Sent from a T-Mobile 4G LTE Device
-------- Original message -------- From: Bruce Tonkin <Bruce.Tonkin@melbourneit.com.au> Date:09/27/2015 7:49 PM (GMT-05:00) To: accountability-cross-community@icann.org Cc: Subject: Re: [CCWG-ACCT] The Road to Dublin....
Hello Becky,
I agree but we need to keep in mind that the CCWG cannot speak unilaterally for the community. To the extent we move off the (substantial) portion of the draft proposal that has consensus support, and to the extent we introduce new solutions in those areas where consensus may not be fully formed, we must go back to the community. The Board needs to understand and respect that.
Thanks – we have also discussed this and agree.
One approach I guess could be to put out specific sections that have substantial updates for comment.
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
I certainly think we should take into account the Board's proposals. We should consider each option they put forward (as we should with other comments). We should consider how to clarify and fill in gaps and meet concerns. We can do all that, and we will still be left with the nub of the problem. The Membership of a US non-profit (here, a California Public Benefit Corporation) has a power relationship to the entity's Board that is unique (and uniquely powerful). A designator can replicate that power level in connection with a narrow set of rights (relating to Board appointment and removal), but not regarding the rest. There really is no analogue to the Single Member in the Board's model. There's no compromise position between "member" and "not-member." You can get close -- either by constraining the powers of the Member to deal with the concerns about the Member's powers, or by strengthening the powers granted to the Community in the bylaws and by protecting those strengthened powers from dilution or being shunted aside. But you are still left with the hard nub of the question, which is whether the Community speak to the Board possessing the powers of a Member, or not. Greg On Mon, Sep 28, 2015 at 11:46 AM, Kavouss Arasteh <kavouss.arasteh@gmail.com
wrote:
Avri As long as we publish the third proposal contains a compromise between CMSM and MEM as modified by my preliminary suggestion( after refinement) I have no problem with your proposal. What I have difficulty with is the intolerable and conservative position of some colleagues that do not wish to take onto account the Board,s proposal. Regards Kavouss
Sent from my iPhone
On 28 Sep 2015, at 03:34, avri doria <avri@ella.com> wrote:
Hi,
I think slice and dice on the proposal would lose its internal coherence as a proposal. If we change anything substantive, I think the entire thing needs to go out for review.
I know I just agreed to a 'moratorium,' but I don't want to leave ideas sitting long enough for them to be called 'agreed upon.'
avri
Sent from a T-Mobile 4G LTE Device
-------- Original message -------- From: Bruce Tonkin <Bruce.Tonkin@melbourneit.com.au> Date:09/27/2015 7:49 PM (GMT-05:00) To: accountability-cross-community@icann.org Cc: Subject: Re: [CCWG-ACCT] The Road to Dublin....
Hello Becky,
I agree but we need to keep in mind that the CCWG cannot speak unilaterally for the community. To the extent we move off the (substantial) portion of the draft proposal that has consensus support, and to the extent we introduce new solutions in those areas where consensus may not be fully formed, we must go back to the community. The Board needs to understand and respect that.
Thanks – we have also discussed this and agree.
One approach I guess could be to put out specific sections that have substantial updates for comment.
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
Greg, a clarification please:
The Membership of a US non-profit (here, a California Public Benefit Corporation) has a power relationship to the entity's Board that is unique (and uniquely powerful).
Is this the case for the whole US or for California only? best Carlos Raúl Gutiérrez _____________________ email: crg@isoc-cr.org Skype: carlos.raulg +506 8837 7173 (cel) +506 4000 2000 (home) +506 2290 3678 (fax) _____________________ Apartado 1571-1000 San Jose, COSTA RICA
This is the case for similar jurisdictions (such as the United Kingdom). The Membership are the group of people who come together for a common purpose. They are the legal owners of the corporation. (In a non-profit they are generally restricted from selling up . .). The Board are simply that body of people appointed (or elected) to manage the day to day operations of the corporation. Legitimacy as well as legality derives from the bottom-up, not the top-down. On 28/09/15 19:39, Carlos Raúl Gutiérrez wrote:
Greg,
a clarification please:
The Membership of a US non-profit (here, a California Public Benefit Corporation) has a power relationship to the entity's Board that is unique (and uniquely powerful).
Is this the case for the whole US or for California only?
best
Carlos Raúl Gutiérrez _____________________
email: crg@isoc-cr.org <mailto:crg@isoc-cr.org> Skype: carlos.raulg +506 8837 7173 (cel) +506 4000 2000 (home) +506 2290 3678 (fax) _____________________ Apartado 1571-1000 San Jose, COSTA RICA
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Carlos, to the best of knowledge, that this is true in every US jurisdiction, certainly the ones I know. This is fairly standard stuff. If it's not true in any state, it's probably because they don't have member non-profits in their statute, and not because they place members in a relatively lesser position vis a vis the Board. (Caveat: I have not done a 50 state survey on this, I'm not admitted to the California bar, and this is not a legal opinion.) Nigel, in the US, Members would not be considered "owners" of a public benefit corporation or similar non-profit. Generally speaking, non-profits cannot be owned (there are some exceptions in some states, but they are narrow, e.g., a non-profit may have a non-profit subsidiary in some states, but the parent non-profit still can't be owned). I* would take from that that Members do not have a property interest in the public benefit corporation. Their power does not come from property. It comes from the powers given to Members by the statute of the relevant jurisdiction. (There is something called a "mutual benefit" corporation, which benefits only its members, where the analysis might be different. Since ICANN is clearly not one, I will eschew the rabbit hole.) Greg On Mon, Sep 28, 2015 at 2:45 PM, Nigel Roberts <nigel@channelisles.net> wrote:
This is the case for similar jurisdictions (such as the United Kingdom).
The Membership are the group of people who come together for a common purpose. They are the legal owners of the corporation. (In a non-profit they are generally restricted from selling up . .).
The Board are simply that body of people appointed (or elected) to manage the day to day operations of the corporation.
Legitimacy as well as legality derives from the bottom-up, not the top-down.
On 28/09/15 19:39, Carlos Raúl Gutiérrez wrote:
Greg,
a clarification please:
The Membership of a US non-profit (here, a California Public Benefit Corporation) has a power relationship to the entity's Board that is unique (and uniquely powerful).
Is this the case for the whole US or for California only?
best
Carlos Raúl Gutiérrez _____________________
email: crg@isoc-cr.org <mailto:crg@isoc-cr.org> Skype: carlos.raulg +506 8837 7173 (cel) +506 4000 2000 (home) +506 2290 3678 (fax) _____________________ Apartado 1571-1000 San Jose, COSTA RICA
_______________________________________________ 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
participants (6)
-
avri doria -
Carlos Raúl Gutiérrez -
Greg Shatan -
Kavouss Arasteh -
Nigel Roberts -
Robin Gross