I am not a lawyer, so forgive me for my simplistic approach. I have been following EURALO’s activities for quite some time – actually, since even before EURALO started – sometimes closely, sometimes from the distance. In particular, I have not been in Lisbon, where apparently this quarrel started, so I do not have the details – and, incidentally, I do not need them anyway, because the problem lies somewhere else, IMHO. One thing, is how EURALO works – and, to my personal taste, there is quite some room for improvement. Another thing is how EURALO does in comparison with the bylaws. My personal priority is to address the first point, to agree on the basics of what EURALO should do, what its priorities are, how it should be structured, and so on. Then, once we have consensus on this, we can discuss how the bylaws should be structured in order to best allow EURALO to accomplish its goals. To have an in-depth discussion on the bylaws now is putting the cart before the horses, methinks. This does not mean that, if we do need a quick fix of some *specific* points of the bylaws where we have inconsistencies or whatever else, we cannot do it – but a thorough revision of the bylaws *now* would be a big mistake. This with all due respect to all those who believe that there is a misalignment between EURALO’s theory and practice: I hear you, I just do believe that we need first to fix the practice, then to codify it in written rules. Can we call it *constitutional* GA in Dublin? Cheers, Roberto Da: Plamena Popova [mailto:plam.popova@gmail.com] Inviato: mercoledì 29 luglio 2015 20:05 A: Roberto Gaetano Cc: Chris LaHatte; Euralo; Oksana Prykhodko Oggetto: Re: [EURO-Discuss] nomination for EURALO officers Dear all, It was not my intention to insist on the overcoming (compared to issues as IANA transition etc.) priority of bylaws' review for EURALO nor to include this into the agenda for Dublin' meeting. On the other hand, it should be noticed that this is not first time when the review of bylaws is asked. The fact that the bylaws does not correspond to the current situation in EURALO could not be neglected for indefinite period. As for the meaningful changes - these proposals may be a result of a work on the issue (though I think that some problems were already raised even in the above correspondence). So I totally agree with Chris that this represents an issue that should be addressed at some point after Dublin (the meeting could however provide opportunity for start thinking on these). All the best, Plamena 2015-07-29 1:26 GMT+03:00 Roberto Gaetano <roberto_gaetano@hotmail.com>: If there is the need to improve the bylaws, of course this needs to be done. On the other hand, before deciding to dedicate prime time in Dublin to address this point, we need to be sure that we are not unnecessarily postponing more important and/or urgent issues, or even wasting time in pointless discussions. When this issue was raised a couple of years ago, my question was: “What exactly do we need to change and why?” I still believe that, before including this item in the agenda for Dublin (or even for other meetings before or after Dublin), we need to have a meaningful answer to this question. Cheers, Roberto Da: euro-discuss-bounces@atlarge-lists.icann.org [mailto:euro-discuss-bounces@atlarge-lists.icann.org] Per conto di Plamena Popova Inviato: martedì 28 luglio 2015 21:03 A: Chris LaHatte Cc: Euralo; Oksana Prykhodko Oggetto: Re: [EURO-Discuss] nomination for EURALO officers Hello all, Of course, there are issues which are of immediate importance for EURALO. While the need of reforming the bylaws (as Chris points) is also apparent and should be addressed sooner or later. So, I believe that Dublin will provide an opportunity to start thinking on the options. All the best, Plamena 2015-07-28 10:53 GMT+03:00 Chris LaHatte <chris.lahatte@icann.org>: I agree with the priorities Bill. But sooner or later, this does need to be tackled, perhaps after Dublin. It's not very exciting of course, perhaps a project for a keen young newbie? Sent from my iPad On 28/07/2015, at 7:30 pm, William Drake <wjdrake@gmail.com> wrote: Hi It is not entirely evident to me from the discussion thus far that a bylaws revision is the most pressing challenge facing Euralo. I suppose there may well be some ways in which they could be improved, but I doubt these account for e.g. relatively low engagement and productivity in ICANN policy processes. I’d think we would want to see what could be done about that first. Wolf’s good suggestion of focusing the Dublin discussion on European user perspectives on the global public interest would seem to offer the possibility of a vibrant discussion, which could lead to people feeling primed to go further and build some momentum as a community. Concentrating on bylaws or apparent historical interpersonal disputes would probably have the opposite effect. So why not set priorities and then tackle things in sequence? Best Bill On Jul 26, 2015, at 11:54 PM, Chris LaHatte <chris.lahatte@icann.org> wrote: If I may add my views, it may be useful, when members have the time (and I do know this is a frantically busy time for our volunteers with the IANA discussions), to start a bylaw review. Members will be aware that some issues have arisen about interpretation, and perhaps when the WGs have finished the current rounds of talks, someone could initiate this. Regards Chris LaHatte Ombudsman Blog <https://omblog.icann.org/> https://omblog.icann.org/ Webpage <http://www.icann.org/en/help/ombudsman> http://www.icann.org/en/help/ombudsman Confidentiality All matters brought before the Ombudsman shall be treated as confidential. The Ombudsman shall also take all reasonable steps necessary to preserve the privacy of, and to avoid harm to, those parties not involved in the complaint being investigated by the Ombudsman.The Ombudsman shall only make inquiries about, or advise staff or Board members of the existence and identity of, a complainant in order to further the resolution of the complaint. The Ombudsman shall take all reasonable steps necessary to ensure that if staff and Board members are made aware of the existence and identity of a complainant, they agree to maintain the confidential nature of such information, except as necessary to further the resolution of a complaint From: <mailto:euro-discuss-bounces@atlarge-lists.icann.org> euro-discuss-bounces@atlarge-lists.icann.org [ <mailto:euro-discuss-bounces@atlarge-lists.icann.org> mailto:euro-discuss-bounces@atlarge-lists.icann.org] On Behalf Of Plamena Popova Sent: Sunday, July 26, 2015 4:11 AM To: Wolf Ludwig < <mailto:wolf.ludwig@comunica-ch.net> wolf.ludwig@comunica-ch.net> Cc: Discussion for At-Large Europe < <mailto:euro-discuss@atlarge-lists.icann.org> euro-discuss@atlarge-lists.icann.org>; Oksana Prykhodko < <mailto:sana.pryhod@gmail.com> sana.pryhod@gmail.com> Subject: Re: [EURO-Discuss] nomination for EURALO officers Hello Wolf, Thanks a lot for the detailed reply and clarifications :) It is much easier to understand the whole picture now. Unfortunately, I was not able to take part in these discussions till this moment. As stated above, the initial intention was to register EURALO in Germany and the Bylaws follow basically the german law' requirements (and this is why the registration is mentioned in the bylaws itself). So I was thinking - if the initial intention (for registration) is abandoned (due to the following discussions and compromises within the association) may be it would be proper the bylaws to be adapted to the new situation? Eventual review and adaptation of the bylaws may be a good idea in order these to serve to the current/actual will/perception of the EURALO' members of the processes within the organisation. I keep thinking that (the bylaws) should be in line with the actual intentions of the organisation in question. By the way, eventual amendments of bylaws are under the competency of GA according to the same bylaws. Anyway - I did not see any specific procedure for review/amendments included in the bylaws. Thanks again. All the best, Plamena 2015-07-24 0:24 GMT+03:00 Wolf Ludwig < <mailto:wolf.ludwig@comunica-ch.net> wolf.ludwig@comunica-ch.net>: Hello Plamena, thanks for your questions (even if some of them have been discussed and answered before). Allow me to insert my answers below. Plamena Popova wrote Thu, 23 Jul 2015 19:37: (...)
So a few questions were invoked.
First I am curious (it may be an ignorant question, but I prefer to receive clarity) whether EURALO is indeed registered under any legal system of any European country? As Art. 1.1. states "1 The Association bears the name “ICANN European Internet Users Forum” (hereinafter referred to as “The Association”) and shall be registered as required by law"
(Wolf) EURALO’s Bylaws were drafted between autumn 2006 and spring 2007 by some of the founding members (Annette Mühlberg, Christoph Bruch etc.) and mainly according to German association law standards (which are complex, detailed and strict). That’s the reason why some parts (e. g. Part E, Financial matters, Art. 7 f., parts of Art. 9 or 10) were designed bulky, theoretical and beyond the practical requirements of EURALO. Lighter bylaw standards or versions (such as Belgian or Swiss standards) were unfortunately not considered at the time. After the drafting was accomplished, there was a strong opposition among founding members against an official registration in Germany (what is usually a “eingetragener Verein” or registered association). The compromise was to have a parallel MoU with ICANN what was a basic requirement for EURALO’s recognition by ICANN and its operation afterwards. Consequently, EURALO was created inline with the ICANN meeting in spring 2007 in Lisbon by signing the MoU with ICANN (members who signed at the time were Annette Mühlberg, Sébastien Bachollet, Rudi Vansnick, Vittorio Bertola etc.). Roberto Gaetano was also closely involved at that time, being on the ICANN Board more in an “observer” role.
So the question invoked is in order to clarify which law is in fact applicable or shall be applicable (when and if registered) to the Association.
(Wolf) As mentioned before, as there was no compromise found “under which law” or in which country EURALO should be registered, there was no registration at the time. In various European countries a registration is not mandatory for non-profit associations (unlike business entities).
As per the current situation (if understand it correctly) - Euralo represents an association (if not registered) of organisations (legal persons themselves) which activity is followed by norms (bylaws) whose legal nature is quite uncertain.
The Memorandum with ICANN is signed by single organisations, not by EURALO as a legal person.
(Wolf) The MoU with ICANN was signed by members / individuals being present in Lisbon at the time on behalf of their organisations (certified ALSes). And not by EURALO, as you assume, “as a legal person”.
So I think that there is a point to ask clarifications on the legal basis.
(Wolf) As mentioned before, there was no requirement for the founding members to create such a “legal basis” or entity. The operational basis for EURALO is the MoU with ICANN by fulfilling respective requirements and the substance of our Bylaws like organizing one GA per year, presenting and approving an annual report, holding elections of officers and being accountable towards its members (these are basic prescriptions of different European association laws). Over 8 years since its inception these rules were always approved with vast majorities of EURALO’s members.
As per the other issues raised in the correspondence - I have some thoughts on these also: Wolf is referring to 11.5.9. of the Bylaws - so I was wondering whether the online voting for Secretariat in 2013 (after the GA in Lisbon) represents a GA itself under the meaning of 11.7 of the bylaws (pointing out specific requirements for a meeting online or other to be a GA) or not.
(Wolf) In my previous mail you refer to, I was pointing to Art. 11.5.9. (“Installation of the Secretariat and review of the working of the same“) what simply confirms the rule and mandate of the GA for selecting the Secretariat. The “online voting for Secretariat in 2013 after the GA in Lisbon” – you mentioned as well – was based and necessary according to Art. 11.20. („For all elections in the General Assembly, candidates shall require an absolute majority of votes of the participating members. If no candidate receives an absolute majority a run-off election shall take place between the two candidates with the greatest number of votes.“). As repeatedly noted before, DUE TO a *non-absolute majority* during the GA the necessity of a run-off election was confirmed in Lisbon by 5 Board members independently checking our bylaw prescription (Art. 11.20.) and consequently mandating At-Large Staff to organize such a subsequent Online voting. I hope that my answers and deliberations may be helpful. Best regards, Wolf
2015-07-23 13:12 GMT+03:00 Oksana Prykhodko < <mailto:sana.pryhod@gmail.com> sana.pryhod@gmail.com>:
Communication in this way can force me to stop discussion here, but can't force me to stop to act.
On Wed, Jul 22, 2015 at 9:49 PM, Wolf Ludwig < <mailto:wolf.ludwig@comunica-ch.net> wolf.ludwig@comunica-ch.net> wrote:
If there wouldn't be "any legal basis" like our Bylaws (Chair – see Art. 9.5 and 9.6 resp. Secretariat – see Art 11.5.9), you couldn't have been elected for the Secretariat end of May 2011 at the Belgrad GA ;-) The very fact that you were not reelected in June 2013 (run-off vote -- see Art. 11.20) doesn't support your sole opinion that there is "no legal basis".
And BTW, you had your chance to complain against me with the Ombudsman and your complaint was not approved by him. Repeating false assumptions is not helpful at all.
Best, Wolf
Oksana Prykhodko wrote Wed, 22 Jul 2015 20:08:
Dear Wolf,
Thank you very much for your "explanations". May be we need something more? Any legal basis, for example?
Best regards, Oksana On Jul 22, 2015 4:44 PM, "Wolf Ludwig" < <mailto:wolf.ludwig@comunica-ch.net> wolf.ludwig@comunica-ch.net> wrote:
Hello,
as clearly explained at yesterday's call, the EURALO leadership or officers comprise two positions:
a) the Chair and b) the Secretariat (both two years terms) which need to be re-elected at the Dublin GA.
The call for nominations will we opened shortly by At-Large Staff.
Best, Wolf
Oksana Prykhodko wrote Wed, 22 Jul 2015 11:20:
Dear all,
Following our yesterday discussion, I would like to ask to clarify, for which positions we have to nominate?
I am sure that there is no doubt with nomination of Olivier for EURALO Chair.
What is the second position?
Best regards, Oksana
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