Opening an account for NPOC, NCUC and NCSG in Estonia

Sun Jan 13 14:32:38 EET 2019

>
> NPOC doesn’t exist in terms of the ICANN bylaws.

Well, this is clearly not true. In ICANN bylaws it says:

Any group of individuals or entities may petition the Board for recognition
> as a new or separate Constituency in the Non-Contracted Parties House.

and later:

The Board may create new Constituencies as described in *Section 11.5(c)* in
> response to such a petition, or on its own motion, if the Board determines
> that such action would serve the purposes of ICANN.

So, NPOC *is* a constituency recognised by ICANN, just like NCUC is. As far
as I know, the only difference between NCUC and NPOC in this respect is the
fact that NCUC is specifically mentioned because of the NomCom-seat. NPOC
is already in process of rectifying this injustice and then we will become
equal even "in terms of ICANN bylaws".

-Raoul

On Sun, 13 Jan 2019 at 21:06, James Gannon <james at cyberinvasion.net> wrote:

> NCSG and NPOC have different personifications in the bylaws so not really
> no.
> NCSG is a defined entity of the GNSO (Which is a California unincorporated
> association legal entity via the Empowered Communitiy) as defined in the
> ICANN bylaws.
> NCUC is a defined entity with certain responsibilities in the ICANN bylaws.
> NPOC doesn’t exist in terms of the ICANN bylaws.
>
> On 13 Jan 2019, at 19:51, Raoul Plommer <plommer at GMAIL.COM> wrote:
>
> 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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