Yesim Nazlar:Welcome to the EURALO By-Laws Taskforce Call on Tuesday, 10 October 2017 at 18:00 UTC
Silvia Vivanco:Welcome all
roberto gaetano:i am on the adobe
roberto gaetano:no need to call me on the phone for the time being
Yesim Nazlar:noted Roberto, thanks
Wolf Ludwig:We have two members being (partly) based in CH!
Silvia Vivanco:So it will not be legally incorporated ? registered
Silvia Vivanco:but the document will state that this is a Swiss association?
Erich Schweighofer:That is the problem.
Wolf Ludwig:It's not necessary to get registered here!
Silvia Vivanco:as you know RALOs do not need to be legally incorporated
Oksana Prykhodko:Which address?
Wolf Ludwig:We could use Olivier's Basel address ...
Erich Schweighofer:Good.
Wolf Ludwig:We have 2 ALSes here.
roberto gaetano:which is the second?
Silvia Vivanco:what would be the advantage of having a "seat'?
Wolf Ludwig:Wikemedia-CH and Comunica-ch
Oksana Prykhodko:Silvia asked my question
Sebastien (ALAC):OK Wolf
roberto gaetano:thanks Wolf - I had forgotten about Wikimedia
Erich Schweighofer:"seat" - legal personality, rules, compliance.
Silvia Vivanco:Got it Florian
Silvia Vivanco:ICANN has an engagement office
Olivier MJ Crépin-Leblond:could we please check what "form" the engagement office has? Is it people working from home? Is it an office? Could it be the address for EURALO?
Silvia Vivanco:I will check Olivier
Silvia Vivanco:have taken it as AI
Sebastien (ALAC):Geneva, Switzerland Regus Center Rue du Rhône 141204 Geneva, Switzerland Phone: +41 22 819 1844 Fax: +41 22 819 1900
Silvia Vivanco:Thanks Sebastian
Wolf Ludwig:I would not recommend an (official) ICANN address for some considerations of "independece"!
Silvia Vivanco:I agree with you Wolf
Silvia Vivanco:also not sure if ICANN can lend its address
Erich Schweighofer:I know that liablity is not a strong issue but all drafting has been done for an association
Wolf Ludwig:Olivier's address would be fine and enough!
Silvia Vivanco:BetweenThe Internet Corporation for Assigned Names and Numbers, Incorporated (“ICANN”)andThe Organizationsin the European Region Accredited as ‘At-Large Structuresthat are Signatories (“Signing Organizations”)
Wolf Ludwig:I was not yet certified in March 2007 ;-)
Silvia Vivanco:Thanks for that precision Wolf
roberto gaetano:i will have to leave the connection in a couple of minutes, but can continue on the phone if I can be called again
Silvia Vivanco:(2) The General Assembly consist of all “Members”. Every “Member” has an equal vote .
Oksana Prykhodko:What about "sleeping" ALSes?
Silvia Vivanco:voting is normally done onlie by a poll
Silvia Vivanco:online
roberto gaetano:sorry, I will have no connection so I will leave the call, but can continue if I am called by phone
Yesim Nazlar:Hi roberto - we'll dial-out to you shortly
Yesim Nazlar:Roberto Gaetano is now on the phone bridge
Oksana Prykhodko:agree with Wolf
Silvia Vivanco:(2) The General Assembly consist of all “Members”. Every “Member” has an equal vote , "except for cases specified in the Rules of Procedures"
Silvia Vivanco:Proxies may only validly be appointed by a notice in writing (a “proxy notice”) which:(a) states the name and address of the “Member” appointing the proxy; (b) identifies the person appointed to be that “Member’s” proxy and the “General Assembly” in relation to which that person is appointed; (c) is signed by or on behalf of the “Member” appointing the proxy, or is authenticated in such manner as the “Board” may determine; and (d) is delivered to the “General Assembly” in accordance with the articles and any instructions contained in the notice of the “General Assembly” to which they relate.(4) “Proxy notices” may specify how the proxy appointed under them is to vote (or that the proxy is to abstain from voting) on one or more resolutions .
Silvia Vivanco:mentioned by Olivier
Silvia Vivanco:9.2.2. Forms of the General AssemblyA “General Assembly” may either take place in form of a funded meeting with personal attendance of the “Members” (“Funded Face to Face Meeting”), an unfunded meeting with personal attendance of the “Members” (“Nonfunded Face to Face Meeting”) or through an online forum (“Online-Meeting”). The provisions regarding the “General Assembly” are applicable to all of these meeting forms.
Silvia Vivanco:9.2.3. The ordinary General Assembly(1) An ordinary “General Assembly” has to be hold at least once a year.(2) The notice of the ordinary “General Assembly” occurs in written form, by the “Board” with the final agenda at least [Number] days prior.(3) All proposals for an ordinary “General Assembly” have to be forwarded to the “President of the Board”, in written form at least [Number] weeks prior.
Erich Schweighofer:21 days is better.
Silvia Vivanco:11.22.1 An Extraordinary General Assembly shall be convened by the Board, if the interests of the Association requires one, or where one tenth of the members of the Association so requests, in writing to the Board whether via electronic means or otherwise, stating the objective and reason for it in the request, Where convened, such an Assembly shall operate in all ways as provided in Section 11.
Silvia Vivanco:9.2.5. Decisions and Resolutions of the General Assembly(1) Decisions and resolutions of the General Assembly, ordinary or extraordinary, require a “Simple Majority” of the delivered votes, if not stated otherwise in the Articles of Association. All votes are open, secret votes have to be requested by a “Simple Majority” of all delivered votes .
Erich Schweighofer:We need a quorum!
Silvia Vivanco:Olivier's quorum table: https://urldefense.proofpoint.com/v2/url?u=https-3A__docs.google.com_spreadsheets_d_1NNdRi0T-2Dol-5FytvxhGYB6aTAe3QqeTnxd0hCPG7fKsQw_edit-23gid-3D0&d=DwIFaQ&c=FmY1u3PJp6wrcrwll3mSVzgfkbPSS6sJms7xcl4I5cM&r=mrDeztziKLa7gZqGADzxcnHA3QXmXYsnChWYBR4NElI&m=iyQPbHe9lX2JNHm5ghxdvYt7DQINzx4_Tgmf7rty7YM&s=cAJA2dGab-6zWsB0hwPvQq7NDPcFjKJRwh0OCIDlttg&e=
Wolf Ludwig:We had already some rough consensus on this!
Silvia Vivanco:May call : QuorumGeneral principle is that Funded f2f quorum always higher than non f2f.Choice: Funded f2f meeting 1/2 to set quorum and 2/3 to vote (red choice on google doc).Olivier asked all members to review the choices in the google doc and add their names for their choice of quorum.
Oksana Prykhodko:A lot of thanks to Florian!
Silvia Vivanco:correct Olivier next week is possible
Silvia Vivanco:and then until after ICANN 60
Silvia Vivanco:ok staff will send a doodle for a call after ICANN 60
Erich Schweighofer:ok
Erich Schweighofer:bye
Oksana Prykhodko:Thank you, bye!
Wolf Ludwig:Thanks all
