Opening an account for NPOC, NCUC and NCSG in Estonia

Sun Jan 13 13:42:55 EET 2019

>
> This can be crafted completely outside of ICANN's scope, as a separate
> entity that supports activities of the NCSG. Think of it as a "Friends
> and Supporters of NCSG/ICANN", with the option to link access to funds
> with membership in the NCSG (with "nothing that the ICANN or NCSG can do
> against it", if you want to call it that).

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.

-Raoul

On Sun, 13 Jan 2019 at 17:39, Michael Karanicolas <mkaranicolas at gmail.com>
wrote:

> Maybe it would be useful, before we proceed further, to reach out to
> ICANN legal to present our potential strategy and see if they have any
> thoughts on this? Probably better to do so pre-emptively, to get a
> sense of whether they will raise a substantial objection, than to go
> to them after the fact and risk having the initiative torpedoed
> because we didn't get it right at the outset.
>
> Given that there seem to be strong feelings on both sides, perhaps
> having an outside perspective would be helpful to move this
> conversation forward.
>
> Best,
>
> Michael
>
> On Sun, Jan 13, 2019 at 9:54 AM 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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