Re: [ifwp] Re: DNSO documents

[Kent Crispin <kent@songbird.com>]

On Tue, Dec 22, 1998 at 10:54:22AM +0100, Roberto Gaetano wrote:
[...]
> 
> Can I have a clear confirmation (in words that a layman with average IQ like
> myself can understand) that 
> 
> It is intended that Supporting Organizations and their councils will have a
> separate organizational identity from that of ICANN, and that ICANN's
> relationship with the SO's, to the extent necessary apart from the bylaws,
> will be by contract.
> 
> means that the DNSO must be incorporated separately?
> In other words, separate organizational identity cannot mean a separate
> division within the ICANN Corporation?

To my mind the clause that stood out in big red blinking letters is
the next sentence:

  Thus, ICANN's liability insurance and other corporate resources
  will not be available to Supporting Organizations. 

To me, separate incorporation is just the cheapest way to get 
liability coverage.  But you raise a *very* interesting point -- 
would it be possible for 1) the DNSO to have a "separate 
organizational identity"; 2) the DNSO to be separately incorporated 
(for strictly liability reasons); but 3) still a division of ICANN?

Actually, "division of ICANN" is more specific than we need.  Would 
ICANN buy, for example, that members of the DNSO corporation were 
*automatically* members of ICANN?  Or would that give too much 
weight to the DNSO at the expense of the other SOs?

> If the answer is that we have to incorporate, we may have one point less to
> discuss, and can concentrate on what Bret Fausett suggested, i.e. start
> writing Bylaws (and start thinking about where to incorporate).

We definitely need some lawyerly opinions on this topic.  As I said,
my impression is that from a practical point of view, incorporation
is far and away the most efficient way to legally insulate the
members of the DNSO from lawsuits brought against the DNSO.  That 
is, we need a corporate shield, either from being part of ICANN, or, 
if that is precluded, through forming our own corporation.

kent

-- 
Kent Crispin, PAB Chair				"Do good, and you'll be
kent@songbird.com				lonesome." -- Mark Twain