Opening an account for NPOC, NCUC and NCSG in Estonia

[Raoul Plommer]

Where are those sections from, James? Or maybe you could actually quote the
bits that you think are in conflict with my plan?

When we create a separate legal entity, it's not dependent on ICANN bylaws
or charters.

Maybe you could elaborate a little, what were the issues for CSG, when they
created their nonprofit entity in states? They might've actually had a
different setup, what we're about to do.

I have a very minimal set of rules in mind. Basically just covering the
legal requirements of Estonia to set up a nonprofit. For example, it needs
only two responsible people, as opposed to three in Finland.

-Raoul

On Sun, 13 Jan 2019 at 16:54, James Gannon <james at cyberinvasion.net> wrote:

> 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?
> 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.
>
>
> On 13 Jan 2019, at 15:09, Raoul Plommer <plommer at GMAIL.COM> wrote:
>
> 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.
>
> 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.
>
> 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.
>
> 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.
>
> -Raoul
>
> On Sun, 13 Jan 2019 at 15:45, Ayden Férdeline <icann at ferdeline.com> wrote:
>
>> 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.
>>
>> 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.
>>
>> Ayden
>>
>>
>> On Sun, Jan 13, 2019 at 14:37, Raoul Plommer <plommer at gmail.com> wrote:
>>
>> Ayden, I guess you didn't bother to read the last paragraph of my email,
>> before quickly typing up your personal disdain.
>>
>> 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.
>>>
>>
>> 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.
>>
>> -Raoul
>>
>> On Sun, 13 Jan 2019 at 13:32, Ayden Férdeline <icann at ferdeline.com>
>> wrote:
>>
>>> 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.
>>>
>>> Ayden
>>>
>>>
>>> ‐‐‐‐‐‐‐ Original Message ‐‐‐‐‐‐‐
>>> On Sunday, January 13, 2019 11:19 AM, Raoul Plommer <plommer at GMAIL.COM>
>>> wrote:
>>>
>>> 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.
>>>
>>> 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.
>>>
>>> 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.
>>>
>>> -Raoul
>>>
>>> On Sun, 13 Jan 2019 at 00:16, Moritz Bartl <bartl at renewablefreedom.org>
>>> wrote:
>>>
>>>> On 08.01.19 09:30, James Gannon wrote:
>>>> > This is a lot more complicated a topic than I think people are giving
>>>> > credit to.
>>>> > No-one has yet spoken about legal liabilities that come from
>>>> > establishing a legal entity, and I also don’t believe that anyone has
>>>> > spoken to ICANN legal yet (Currently we only exist as an entity within
>>>> > the ICANN bylaws, also there are interactions with the Empowered
>>>> > Community responsibilities that would need to be incorporated into the
>>>> > establishment of any entity).
>>>> >
>>>> > Please don’t take this as a negative thing, but I think people are
>>>> > underestimating the work and complexity involved here.
>>>>
>>>> This. A hundred times this.
>>>>
>>>> What is being discussed here is _not_ merely "opening a bank account".
>>>> What you are discussing is to set up organizations.
>>>>
>>>> At our foundation, a lot of what we do is help grassroots/early stage
>>>> projects bootstrap, to help them set up their own non-profits (and
>>>> sometimes for-profits), and to deal with the complexities arising from
>>>> it.
>>>>
>>>> My usual recommendation is to think hard about it, and to better partner
>>>> with an existing organization that has good procedures to cover your own
>>>> governance model. This is called "fiscal sponsorship", a concept well
>>>> established in the US (with a lot of providers) but not so much in
>>>> Europe. We also started our own fiscal sponsor for free software
>>>> projects in 2016, now handling 15+ projects with distributed teams and
>>>> loose membership, with an annual budget of more than 500k.
>>>>
>>>> We have investigated "the Estonian model". Don't be fooled by the ease
>>>> of setting up: You also need to maintain it. There is little information
>>>> available about Estonians non-profit tax regime and laws regarding
>>>> international activities. I know from our own work that in many European
>>>> countries, acting internationally is _not_ straightforward, and you
>>>> cannot simply pay whatever invoices and travel without carefully
>>>> crafting bylaws, defining governance structures, and having a story
>>>> around every singe receipt. Someone needs to make sure this information
>>>> is there. It is NOT simply a meeting every once in a while, it requires
>>>> constant caretaking or it will cause a lot of headaches for the poor
>>>> soul that needs to clean up.
>>>>
>>>> Fiscal sponsors have established processes, support somewhat
>>>> fuzzy/in-process governance models, and of course don't require a change
>>>> of legal bank account owner.
>>>>
>>>> If you run an account under your name, or a shared account with someone
>>>> else, you have the full legal responsibility. But, maybe more
>>>> importantly, what you receive to this account is (shared) income. If you
>>>> don't declare it with your taxes, you are committing tax fraud. If you
>>>> buy services, you buy them for you, and they become your legal
>>>> responsibility. You can do so as a group, no problem, but you are not
>>>> magically "not a legal entity".
>>>>
>>>> You will not be able to create "an international organization". An
>>>> organization always needs a location and thus a tax regime it will
>>>> operate under. There are some "modern forms" like the European SE, but
>>>> they are mostly European in name/appearance and not by jurisdiction:
>>>> https://en.wikipedia.org/wiki/Societas_Europaea
>>>>
>>>> --
>>>> Moritz Bartl, Germany
>>>>
>>>> Renewable Freedom Foundation
>>>> https://www.renewablefreedom.org/
>>>> Center for the Cultivation of Technology
>>>> https://www.techcultivation.org/
>>>>
>>>
>>>
>>
>>
>
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