[Euro-board] Please review: Draft EURALO bylaws

Tue Oct 9 07:45:12 UTC 2018

Dear Jean-Jacques,

thank you for your feedback and thank you for your tentative apology
which has been recorded. At this stage, I do not yet expect a vote to
take place.
Kindest regards,

Olivier

On 09/10/2018 08:18, Jean-Jacques Subrenat wrote:
> Dear Olivier,
>
> - thanks for the link to the latest version;
> - thank you for responding to my remarks / suggestions;
> - as I’ll be traveling this evening, I may not make it to our call,
> but will try. If absent, I request to be excused. In the latter case,
> and if our Board is to vote, I ask Chair to vote on my behalf,
> according to his conscience.
>
> Best regards,
> Jean-Jacques.
>
>
> Le 8 octobre 2018 à 23:25:31, Olivier MJ Crépin-Leblond (ocl at gih.com
> <mailto:ocl at gih.com>) a écrit:
>
>> 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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>>>> Euro-board at atlarge-lists.icann.org
>>>> https://atlarge-lists.icann.org/mailman/listinfo/euro-board
>>
>> --  
>> Olivier MJ Crépin-Leblond, PhD
>> http://www.gih.com/ocl.html

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