Opening an account for NPOC, NCUC and NCSG in Estonia

[Raoul Plommer]

Be my guest, James. Be my guest.

-Raoul

On Sun, 13 Jan 2019 at 22:20, James Gannon <james at cyberinvasion.net> wrote:

> Oh good lord, yes it does make a difference.
> And I think that the NCSG EC needs to be aware of the fact that you intend
> to make approaches to ICANN staff on their behalf without authorisation.
> Cc’ing Robin and Raphael here for info.
>
> On 13 Jan 2019, at 21:16, Raoul Plommer <plommer at gmail.com> wrote:
>
> 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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