Forwarding on behalf of Stephanie:<br><div class="protonmail_signature_block-proton protonmail_signature_block-empty"><br></div><div><br></div><div>‐‐‐‐‐‐‐ Original Message ‐‐‐‐‐‐‐<br></div><div> On Sunday, January 13, 2019 8:14 PM, Stephanie Perrin <<a href="mailto:digitalfarm@xplornet.com">digitalfarm@xplornet.com</a>> wrote:<br></div><div> <br></div><blockquote type="cite" class="protonmail_quote"><p>Thanks for all this discussion folks. Especially to Moritz for
joining in. We did indeed have a discussion at the last Finance
Committee Meeting, and I raised a few of the legal issues that I
am aware of. It is not the responsibility of ICANN to provide us
with legal advice on this matter, I would think we are on our
own. Spending money on legal advice, when we have very little
money in the first place, strikes me as a silly idea. While I am
not particularly happy about taking responsibility for the
finances as NCSG Chair (by opening a bank account) I can see no
viable alternative. I agree with Moritz that opening an account
in Estonia, where few if any of the executive (I include NCSG
councilors here) speak the language, also seems awkward to say the
least. I know that Tapani and Raoul have done some research into
this whole matter, but I don't think it is mature enough for NCSG
to move forward. I am, as I said previously, opening a bank
account in Canada, I have arranged for NCSG member Tamir Israel to
cosign in case I drop dead. (He is also here in the Ottawa area,
is a practising lawyer, and represents CIPPIC in NCSG, the
Canadian Internet Policy and PRivacy Information Centre, which is
attached to Ottawa University and rather close to the law
school). I am hoping that when we have the leisure to further
investigate these matters, I can ask a few of the lawyers there
what they think is a good option. Yes, this is showing preference
for Canada, my job is busy enough as Chair without having to
figure out Estonian law and banking regs. I will be happy, at the
end of my term, to transfer the account to the account that a new
chair has established, assuming it meets all applicable standards,
the Finance Committee agrees, etc. <br></p><p>In the meantime, since we have no money, I am advancing all the
funds for the CIVI contract, as Farzi did last year....only around
3000 US so far, I believe she mentioned a sum over 7000 US that
she had to advance last year. I am thus taking all the risk, so I
figure that I do indeed have a say in these matters, and am eager
to see them resolved in a manner that protects us all.<br></p><p>Finally, I would encourage people not to take this discussion
personally, especially Raoul. I do think he might have attended
the Finance Committee to discuss the matter before going to the
list, we are trying to help that committee get started and take a
role that is effective. We should be able to discuss all the pros
and cons of this, dispassionately. It is not a simple matter at
all. I would suggest that even creating a "friends of the NCSG"
type of organization creates many issues with respect to our
membership and therefore our charter. Do we compel all members to
join? Can ICANN transfer funds to such an organization (e.g. to
pay me back for the CIVI contract? not that I can see.....). So
lets admit this is a difficult problem that several former chairs
have investigated, and as I keep saying, put it on the policy
committee agenda.<br></p><p>In the meantime, we are approaching the deadline for the
Additional Budget Requests. I would be thrilled if someone on the
list would send me some drafted ABRs to consider.....<br></p><p>cheers Stephanie<br></p><p><br></p><div><br></div><div class="moz-cite-prefix">On 2019-01-13 1:46 PM, Ayden Férdeline
wrote:<br></div><blockquote type="cite"><div>Why would you even be the one to have this conversation with
the General Counsel? How is that even remotely appropriate?
Surely it would be more appropriate for the elected NCSG Chair
to have this conversation, if she thought it merited genuine
consideration?<br></div><div><br></div><div id="protonmail_mobile_signature_block">Ayden<br></div><div><br></div><div><br></div><div>On Sun, Jan 13, 2019 at 19:42, Raoul Plommer <<a href="mailto:plommer@GMAIL.COM" class="">plommer@GMAIL.COM</a>>
wrote: <br></div><blockquote class="protonmail_quote" type="cite"><div dir="ltr"><blockquote class="gmail_quote" style="margin:0px 0px 0px
0.8ex;border-left:1px solid
rgb(204,204,204);padding-left:1ex"><div>This can be crafted
completely outside of ICANN's scope, as a separate<br></div><div> entity that supports activities of the NCSG. Think of it as
a "Friends<br></div><div> and Supporters of NCSG/ICANN", with the option to link
access to funds<br></div><div> with membership in the NCSG (with "nothing that the ICANN or
NCSG can do<br></div><div> against it", if you want to call it that). <br></div></blockquote><div><br></div><div>Yes, this is the plan. Thanks for acknowledging this,
Moritz. I remember someone who told me that they have
already asked JJ if this can be done, and if I recall
correctly, the answer was: "do what you want". I will
confirm this from him and let you know about the answer.<br></div><div><br></div><div>-Raoul <br></div></div><div><br></div><div class="gmail_quote"><div dir="ltr">On Sun, 13 Jan 2019 at 17:39, Michael
Karanicolas <<a href="mailto:mkaranicolas@gmail.com">mkaranicolas@gmail.com</a>>
wrote:<br></div><blockquote class="gmail_quote" style="margin:0px 0px 0px
0.8ex;border-left:1px solid
rgb(204,204,204);padding-left:1ex"><div>Maybe it would be useful,
before we proceed further, to reach out to<br></div><div> ICANN legal to present our potential strategy and see if
they have any<br></div><div> thoughts on this? Probably better to do so pre-emptively, to
get a<br></div><div> sense of whether they will raise a substantial objection,
than to go<br></div><div> to them after the fact and risk having the initiative
torpedoed<br></div><div> because we didn't get it right at the outset.<br></div><div> <br></div><div> Given that there seem to be strong feelings on both sides,
perhaps<br></div><div> having an outside perspective would be helpful to move this<br></div><div> conversation forward.<br></div><div> <br></div><div> Best,<br></div><div> <br></div><div> Michael<br></div><div> <br></div><div> On Sun, Jan 13, 2019 at 9:54 AM James Gannon <<a href="mailto:james@cyberinvasion.net" target="_blank">james@cyberinvasion.net</a>>
wrote:<br></div><div> ><br></div><div> > And your totally fine defining how this legal entity
will interact with Section 6.1, 6.2, 6.3, 11.3, 11.5 18.7,
19.5, 18.2 and the entire NCSG and NCUC/NPOC charter
requirements?<br></div><div> > Because that’s a hell of a constitution/bylaw set to
write and send for review to ICANN legal and work with them
to make sure they are also happy.<br></div><div> ><br></div><div> ><br></div><div> > On 13 Jan 2019, at 15:09, Raoul Plommer <<a href="mailto:plommer@GMAIL.COM" target="_blank">plommer@GMAIL.COM</a>> wrote:<br></div><div> ><br></div><div> > The way it would be setup, is to actually create a
supporting organisation, that would act as a legal entity in
Estonia. Therefore, it would actually be an entirely
separate legal entity from ICANN. The only thing in common,
would actually be the people running those organisations.<br></div><div> ><br></div><div> > We don't need to use it for anything else, than opening
an account and reaping benefits that a registered nonprofit
organisation can get, as opposed to an unregisterd one.<br></div><div> ><br></div><div> > Because I've been in many boards of nonprofit
organisations and chair one myself that I founded and wrote
the charter to, I actually think I'm perfectly capable of
handling this registration and I know exactly what it
involves. However, the reason to my initial email in this
thread was basically to see, if people are interested in
improving the current situation, which is a bit shameful in
my view. I also admitted in my first email that the details
weren't entirely clear, because I have not opened an account
in Estonia, nor have I registered an organisation there. I
would very much suspect that they are actually _easier_,
than in Finland. This is usually the case. It very much
seems people are interested and I will continue my research
on this matter, to provide those exact details.<br></div><div> ><br></div><div> > Because NPOC is looking for an account anyway, it makes
sense to start there. It also makes sense to use an interim
solution for NCSG and since Sam and Joan are already the
owners of an account that has had zero transactions, I
suggest you could use that. They are both NCSG members and
our chair happens to live in the same country too. That is
by far the easiest solution for NCSG, for now.<br></div><div> ><br></div><div> > -Raoul<br></div><div> ><br></div><div> > On Sun, 13 Jan 2019 at 15:45, Ayden Férdeline <<a href="mailto:icann@ferdeline.com" target="_blank">icann@ferdeline.com</a>> wrote:<br></div><div> >><br></div><div> >> I did read your entire email, Raoul. With respect,
I do not think you are qualified to offer us advice on the
legal implications or accounting structure that we - or NPOC
- should have in place.<br></div><div> >><br></div><div> >> These are difficult questions, and we need not
creative interpretations of how one thinks something could
work, but sound, constructive, and feasible advice of
arrangements that will not cause us trouble down the line.<br></div><div> >><br></div><div> >> Ayden<br></div><div> >><br></div><div> >><br></div><div> >> On Sun, Jan 13, 2019 at 14:37, Raoul Plommer <<a href="mailto:plommer@gmail.com" target="_blank">plommer@gmail.com</a>> wrote:<br></div><div> >><br></div><div> >> Ayden, I guess you didn't bother to read the last
paragraph of my email, before quickly typing up your
personal disdain.<br></div><div> >><br></div><div> >>> I now have the ambition of creating a
registered organisation to "support" NPOC in Estonia and
open a bank account for it. It will also need its own
charter but I already know how to go about it. Once we have
all this set up and working, perhaps NCUC and NCSG can then
be better persuaded to follow the same route.<br></div><div> >><br></div><div> >><br></div><div> >> I'd also be curious to hear, what exactly are the
benefits of keeping our current haphazard model? I can't
really see any, apart from that we are used to them.<br></div><div> >><br></div><div> >> -Raoul<br></div><div> >><br></div><div> >> On Sun, 13 Jan 2019 at 13:32, Ayden Férdeline <<a href="mailto:icann@ferdeline.com" target="_blank">icann@ferdeline.com</a>> wrote:<br></div><div> >>><br></div><div> >>> I am disappointed that the concerns that Moritz
has raised have been glossed aside so quickly, as his
concerns are well-founded. I think this proposal - that the
NCSG open a bank account in Estonia - is under-developed and
I don't see how the NCSG Executive Committee could be in a
position to properly assess the risks in the absence of
independent legal advice. As Stephanie alluded to in an
earlier email, there are benefits to our current structure,
and if there is to be a change to it, I think it should be
on the basis of a solid proposal and informed legal opinion,
and not written on the back of a napkin.<br></div><div> >>><br></div><div> >>> Ayden<br></div><div> >>><br></div><div> >>><br></div><div> >>> ‐‐‐‐‐‐‐ Original Message ‐‐‐‐‐‐‐<br></div><div> >>> On Sunday, January 13, 2019 11:19 AM, Raoul
Plommer <<a href="mailto:plommer@GMAIL.COM" target="_blank">plommer@GMAIL.COM</a>>
wrote:<br></div><div> >>><br></div><div> >>> Yes, I am well aware of the maintenance, that a
nonprofit organisation needs, for I created one a little
over a year ago and am the chair of it. I'm quite sure
Estonia is less strict on things than Finland and
maintaining the necessary skeleton of a nonprofit org is
actually not that hard.<br></div><div> >>><br></div><div> >>> In any case, the fiscal responsibility is the
hardest part, but even that means that we just need to store
receipts of our transactions and submit them at the end of
the year. We are doing this anyway. I would also say, that
all three organisations have less than ten transactions per
year.<br></div><div> >>><br></div><div> >>> I now have the ambition of creating a
registered organisation to "support" NPOC in Estonia and
open a bank account for it. It will also need its own
charter but I already know how to go about it. Once we have
all this set up and working, perhaps NCUC and NCSG can then
be better persuaded to follow the same route.<br></div><div> >>><br></div><div> >>> -Raoul<br></div><div> >>><br></div><div> >>> On Sun, 13 Jan 2019 at 00:16, Moritz Bartl <<a href="mailto:bartl@renewablefreedom.org" target="_blank">bartl@renewablefreedom.org</a>>
wrote:<br></div><div> >>>><br></div><div> >>>> On 08.01.19 09:30, James Gannon wrote:<br></div><div> >>>> > This is a lot more complicated a topic
than I think people are giving<br></div><div> >>>> > credit to.<br></div><div> >>>> > No-one has yet spoken about legal
liabilities that come from<br></div><div> >>>> > establishing a legal entity, and I
also don’t believe that anyone has<br></div><div> >>>> > spoken to ICANN legal yet (Currently
we only exist as an entity within<br></div><div> >>>> > the ICANN bylaws, also there are
interactions with the Empowered<br></div><div> >>>> > Community responsibilities that would
need to be incorporated into the<br></div><div> >>>> > establishment of any entity).<br></div><div> >>>> ><br></div><div> >>>> > Please don’t take this as a negative
thing, but I think people are<br></div><div> >>>> > underestimating the work and
complexity involved here.<br></div><div> >>>><br></div><div> >>>> This. A hundred times this.<br></div><div> >>>><br></div><div> >>>> What is being discussed here is _not_
merely "opening a bank account".<br></div><div> >>>> What you are discussing is to set up
organizations.<br></div><div> >>>><br></div><div> >>>> At our foundation, a lot of what we do is
help grassroots/early stage<br></div><div> >>>> projects bootstrap, to help them set up
their own non-profits (and<br></div><div> >>>> sometimes for-profits), and to deal with
the complexities arising from it.<br></div><div> >>>><br></div><div> >>>> My usual recommendation is to think hard
about it, and to better partner<br></div><div> >>>> with an existing organization that has good
procedures to cover your own<br></div><div> >>>> governance model. This is called "fiscal
sponsorship", a concept well<br></div><div> >>>> established in the US (with a lot of
providers) but not so much in<br></div><div> >>>> Europe. We also started our own fiscal
sponsor for free software<br></div><div> >>>> projects in 2016, now handling 15+ projects
with distributed teams and<br></div><div> >>>> loose membership, with an annual budget of
more than 500k.<br></div><div> >>>><br></div><div> >>>> We have investigated "the Estonian model".
Don't be fooled by the ease<br></div><div> >>>> of setting up: You also need to maintain
it. There is little information<br></div><div> >>>> available about Estonians non-profit tax
regime and laws regarding<br></div><div> >>>> international activities. I know from our
own work that in many European<br></div><div> >>>> countries, acting internationally is _not_
straightforward, and you<br></div><div> >>>> cannot simply pay whatever invoices and
travel without carefully<br></div><div> >>>> crafting bylaws, defining governance
structures, and having a story<br></div><div> >>>> around every singe receipt. Someone needs
to make sure this information<br></div><div> >>>> is there. It is NOT simply a meeting every
once in a while, it requires<br></div><div> >>>> constant caretaking or it will cause a lot
of headaches for the poor<br></div><div> >>>> soul that needs to clean up.<br></div><div> >>>><br></div><div> >>>> Fiscal sponsors have established processes,
support somewhat<br></div><div> >>>> fuzzy/in-process governance models, and of
course don't require a change<br></div><div> >>>> of legal bank account owner.<br></div><div> >>>><br></div><div> >>>> If you run an account under your name, or a
shared account with someone<br></div><div> >>>> else, you have the full legal
responsibility. But, maybe more<br></div><div> >>>> importantly, what you receive to this
account is (shared) income. If you<br></div><div> >>>> don't declare it with your taxes, you are
committing tax fraud. If you<br></div><div> >>>> buy services, you buy them for you, and
they become your legal<br></div><div> >>>> responsibility. You can do so as a group,
no problem, but you are not<br></div><div> >>>> magically "not a legal entity".<br></div><div> >>>><br></div><div> >>>> You will not be able to create "an
international organization". An<br></div><div> >>>> organization always needs a location and
thus a tax regime it will<br></div><div> >>>> operate under. There are some "modern
forms" like the European SE, but<br></div><div> >>>> they are mostly European in name/appearance
and not by jurisdiction:<br></div><div> >>>> <a href="https://en.wikipedia.org/wiki/Societas_Europaea" rel="noreferrer" target="_blank">https://en.wikipedia.org/wiki/Societas_Europaea</a><br></div><div> >>>><br></div><div> >>>> --<br></div><div> >>>> Moritz Bartl, Germany<br></div><div> >>>><br></div><div> >>>> Renewable Freedom Foundation<br></div><div> >>>> <a href="https://www.renewablefreedom.org/" rel="noreferrer" target="_blank">https://www.renewablefreedom.org/</a><br></div><div> >>>> Center for the Cultivation of Technology<br></div><div> >>>> <a href="https://www.techcultivation.org/" rel="noreferrer" target="_blank">https://www.techcultivation.org/</a><br></div><div> >>><br></div><div> >>><br></div><div> >><br></div><div> >><br></div><div> ><br></div></blockquote></div></blockquote><div><br></div><div><br></div></blockquote></blockquote><div><br></div>