[Euro-board] Please review: Draft EURALO bylaws

Roberto Gaetano roberto_gaetano at hotmail.com
Tue Oct 9 10:09:29 UTC 2018


I will also have to anticipate that if I can make the call I would be most probably late anyway.
R


On 09.10.2018, at 09:45, Olivier MJ Crépin-Leblond <ocl at gih.com<mailto:ocl at gih.com>> wrote:

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

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

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