[Euro-board] Please review: Draft EURALO bylaws

Jean-Jacques Subrenat jjs at dyalog.net
Wed Sep 12 07:02:46 UTC 2018


Dear Olivier,

thanks for this very thorough presentation to our Board. My remarks are inserted in the text of your email, below.


Le 12 septembre 2018 à 02:18:46, Olivier MJ Crépin-Leblond (ocl at gih.com) a écrit:

Dear EURALO Board,

I am happy to announce that the work of the "Task Force on review and
revision of the EURALO By-Laws" has been progressing, to the point of
being able to share with you a draft version of the new proposed bylaws
for your immediate feedback.

As a quick historical reminder, the Task Force was started when it
became clear that the original EURALO bylaws diverged significantly with
the structure and operation of EURALO as it currently operates. The
early work of the task force was to review each bylaw, clause by clause
and line by line to see if it still applied or required amendments.
After several months of work it became clear that a clean re-drafting
was needed as amendments and review showed several clauses that were
conflicting with each other.

The Task Force decided to follow the format of bylaws as drafted under
Swiss Law, mainly for the simplicity and flexibility that Swiss Law
format offers. Florian Hule took the arduous task of being the
pen-holder and main drafter, and proposed section upon section of bylaw
text reviewed by the task force both during conference calls but also by
email.

The text which is proposed to you is not completely ready for adoption
as several points need to be resolved, due to diverging views in the
working group, but also because it is really for the EURALO members to
choose the final form of some of the clauses. Please be so kind to read
it directly on the Google Doc, to comment and propose corrections and
amendments which the working group will consider.

Google Doc: https://goo.gl/c5ipSp

We have the following questions for you:

1. Section 3 - Name and Seat
The MoU that EURALO has signed with ICANN mentions that EURALO exists
under the name "ICANN European Internet Users Forum". We have asked
EURALO veterans who have signed the MoU to explain to us why that name
was chosen. Some on the working group think that this name, in addition
to EURALO, is confusing. Should EURALO consider renaming itself to
something less confusing like, for example "European At Large
Organisation" ?
	As I suggested during yesterday’s Task Force call,

	- in the Bylaws, our name should coincide with what we are registered as, so ‘’European At-Large Organisation’’ instead of ‘’… Forum’’;

	- our Board should instruct our Chair to send an official notification to ICANN (CEO, ALAC, Board) about this change. As Florian confirmed on the call yesterday, my suggestion for this type of official notification is not / does not seem in contradiction with Swiss association law.



2. Section 3 - Name and Seat (2nd question)
There is a provision in the Bylaws for the Association to have a seat
defined, that is, an address in Switzerland. Finding an address in not a
major difficulty as both I and also ICANN have a presence in
Switzerland. Having a seat defined makes the set of bylaws more
compliant with Swiss Company Law. This might be helpful to keep EURALO's
independence. Not having a seat defined is not the end of the world, but
it makes the bylaws slightly less compliant. As EURALO is an
unincorporated association, this has no immediate incidence on EURALO.
So should we define a seat for the association?
	If Swiss law permits an association to have (only) an Internet address without a physical/postal address, that would be the simples solution. What does Swiss law say about that?



3. Section 5.3.5 - Members Conflict of Interest
Text is forthcoming for this. We looked at the ICANN Board conflict of
interest policy as well as that of the ALAC and other RALOs. From this,
we propose:
(a) that the EURALO Board and Officers (including ALAC members, NomCom
representative and any other person defined as "officer" of EURALO such
as, for example, officially appointed representatives on working groups,
would follow a stringent declaration of Conflict of Internet in the same
format as that of the ICANN Board. Text is to be drafted to that effect.
(b) that in line with common practice for volunteers elsewhere at ICANN,
any EURALO member, whether At-Large Structure or Individual member, be
required to fill in a standard At-Large Statement of Interest and keep
it regularly updated, whenever that member is active in At-Large working
groups, which includes RALO working groups.
(c) that contravention of this rule, including false declarations or the
constant refusal of such a declaration, will result in action defined in
the EURALO Rules of Procedure which may lead to the de-certification of
the member.

Please indicate your agreement regarding inclusion of the conflict of
interest text as defined here.
	As indicated during yesterday’s call, I

	- approve of the inclusion of a Conflict of Interest clause;

	- suggest that there be two categories: stringent (for all Board members, whether they be Officers or not) and plain (for all ALSs and Association members);

	- if not in the Bylaws, at least in Operating Rules there should be a requirement for all (Board Officers and Members, Association members) to inform our Board of any change which might constitute, or might be perceived to constitute, a conflict of interest;

	- suggest the addition of a warning (most likely in the Operating Rules) that any misleading or false data or declaration can lead to suspension of membership.



Where do we go from here?
The plan forward from here is to get the draft bylaws in front of the
EURALO General Assembly several weeks prior to our Annual General
Meeting in Barcelona. Thus I propose that you, the EURALO Board, are
given 14 days starting from today to give your feedback.
Thus a deadline of: Wednesday 26th September 2018. That would give a
week for the Task Force to make potential amendments and propose it to
the EURALO General Assembly on or around 9th or 10th October 2018, two
weeks before the EURALO General Assembly.
We do not aim to ratify the new Bylaws at the EURALO General Assembly,
but rather to use this opportunity to discuss the bylaws with members.
But we certainly aim to vote on the new bylaws and ratify them by the
end of 2018.
	I agree with this scheme. Additionally, I suggest that the final ratification could be done electronically, rather than having to wait for an in-person meeting. 



We are looking forward to your comments.
Warmest regards,

Olivier MJ Crépin-Leblond
(on behalf of the Task Force on review and revision of the EURALO By-Laws)



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