[Euro-board] Please review: Draft EURALO bylaws

Mon Oct 8 21:25:22 UTC 2018

Hello everyone,

last chance to have a look at the bylaws before I share them with the
EURALO General Assembly tomorrow.
https://docs.google.com/document/d/1HGLLb3YRcF18tJK5hgz_Vtt5uDC5l6TQgW6yhamyxNE/edit?usp=sharing

I'll also answer questions/comments from Jean-Jacques below:

On 12/09/2018 09:02, Jean-Jacques Subrenat wrote:
> 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 <mailto: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’’;
>

There is still a question on this, for which I am awaiting a response
from staff, or legal counsel: the original MoU between ICANN and EURALO
was signed under the name "European Internet Users Forum". Thus if one
was to have bylaws referring to "European At-Large Organisation", there
would need to be some kind of link between the previous name and this
one, perhaps an official request to change the organisation's name?

> - 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.
>

Whilst I agree with this course of action, I think that this decision
needs to go to the General Assembly. Therefore may I suggest that this
be one of the questions to be asked during our GA in Barcelona?

>>
>>
>> 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?
>

I do not know but I suspect that a real postal address is needed. I have
been advised independently that overall, having a postal Swiss address
is indeed quite desirable, if only to reinforce the claim of
independence of the organisations with regards to ICANN.
I have therefore proposed that we use my address in Basel.

>>
>>
>> 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;
>

Some of it is now in the bylaws. The rest is in the making.

> - 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);
>

I gather that this will be taken into account by Florian who is
proposing text.

> - 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.
>

In the making.

>>
>>
>> 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.
>

It was never my intention of waiting for an in-person meeting. With none
of our General Assemblies offering funding for all members to attend and
with not foreseeable forecast of such funding, we definitely will need
to ratify these new bylaws electronically. We might be able to organise
a meeting during the IGF in Paris, but that will have to be worked out
at short notice.
Kindest regards,

Olivier

>>
>>
>> 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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>> https://atlarge-lists.icann.org/mailman/listinfo/euro-board

-- 
Olivier MJ Crépin-Leblond, PhD
http://www.gih.com/ocl.html