Opening an account for NPOC, NCUC and NCSG in Estonia

Sun Jan 13 13:51:21 EET 2019

Because clearly, she has more important stuff to do. I am raising this
question on the behalf of NPOC and I'm exactly the right person to do so,
because I'm the one bothered to look into it. I presume the answer will be
valid for NCSG, too, however.

-Raoul

On Sun, 13 Jan 2019 at 20:46, Ayden Férdeline <icann at ferdeline.com> wrote:

> 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?
>
> Ayden
>
>
> On Sun, Jan 13, 2019 at 19:42, Raoul Plommer <plommer at GMAIL.COM> wrote:
>
> 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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