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 <[log in to unmask]> 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 <[log in to unmask]> 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 <[log in to unmask]> 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 <[log in to unmask]> 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 <[log in to unmask]> 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 <[log in to unmask]> 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 <[log in to unmask]> 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/
>>>
>>>
>>
>>
>