Opening an account for NPOC, NCUC and NCSG in Estonia

[Raoul Plommer]

>
> I hold no opinion on this.


I wish..

So, just like I said, the only difference is the seat at the NomCom. Just
because it is mentioned there, doesn't make NPOCs existence "per ICANN
bylaws" any more relevant. Unlike you say, NCUC is not *defined* there any
more than NPOC is. Obviously you're not a lawyer either to make these kinds
of claims.

I will continue to make inquiries in my personal capacity in the future
too, and I will not be asking anyone's permission to do so, Ayden and James.

Also, what happens in NPOC is relevant to the NCSG. We might just be that
little more open about it. The whole discussion emerged, because the
current way things are with our accounts is well below acceptable. I am
trying to rectify this very situation.

>From my point of view, I have nothing to add for now. I will continue
talking about the issue, once I have new information.

Thank you for your offer Siim, I will be in contact with you offlist.


-Raoul

On Sun, 13 Jan 2019 at 21:49, Raoul Plommer <plommer at gmail.com> wrote:

> James, I'm sorry but I can not see any mention of NCUC there. Since you
> know it so well, I would ask you to quote the relevant section for all of
> us.
>
> I would also say you are making an incorrect assumption in thinking that
> people in NCSG and NCUC could not create a separate legal entity,
> regardless of what ICANN thinks. In the future, if you find a conflict in
> the ICANN bylaws in something I say, you should quote the relevant text. I
> already asked you to do this. I am actually quite sure, that there are
> members in this list who know less of those bylaws than me, so this will
> help all of us in getting to know our organisation.
>
> Thanks,
>
> -Raoul
>
> On Sun, 13 Jan 2019 at 21:36, James Gannon <james at cyberinvasion.net>
> wrote:
>
>> No Raoul,
>>
>> Visit: https://www.icann.org/resources/pages/governance/bylaws-en
>>
>> NCUC and NCSG exist as defined entities in the bylaws.
>> NPOC doesn’t. This has legal meaning as per our discussion.
>>
>> I don’t care about what may or may not happen in the future, that doesn’t
>> enter into a current discussion as per by bylaws as written and filed with
>> the California SecState.
>>
>>
>> On 13 Jan 2019, at 20:32, Raoul Plommer <plommer at gmail.com> wrote:
>>
>> 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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