Document: FINAL DRAFT with final comments included (Version_5)

This is the document which is voted on:

With RED-LINE changes between latest Draft Version_5 and Draft below Version_4:

 Document : FINAL DRAFT (Version_4)

Open for comments until Friday 18 October 2019 at 23:59 UTC 


Please kindly insert your comments into the "comments" section of this wiki and or the EURO-Discuss mailing list  euro-discuss@atlarge-lists.icann.org with the subject line "COMMENTS EURALO By-Laws" 

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7 Comments

  1. Dear Olivier, Colleagues & Staff,

    thank you for circulating this final draft. I wish to take this opportunity to congratulate the active members of our Bylaws Task Force, EURALO Chair and Board members, and Supporting Staff, for an efficient drafting and improvement process.

    Here are in writing some comments I offered (mostly orally, or in the chat room of Adobe Connect) over the past few months:

    • Throughout the document: the name of our RALO should read ''ICANN European Internet Users' Forum'', with the punctuation mark indicating the plural for Users, consistent with English grammar.
    • Throughout, and beginning in Preamble § 1.3, numerals for dates should not be followed by the period punctuation mark used in German (example here ''on 29. March 2007'' should read ''on 29 March 2007'').
    • The same rule applies to numerals in general, e.g. under ''Definitions'', the reference to Swiss law should read ''the artciles 60-78 (without a period punctuation mark) os the Swiss Zivilgesetzbuch (ZGB)''. Likewise in art. 3, the reference to Swiss law shoud read ''... Articles 60 ZGB and following'' instead of ''... Articles 60. ZGB...''.
    • Article 2.6 should read '' ''Europe'' refers to the European Geographic Region as defined by ICANN'', rather than '' ''Europe'' is the European...''.
    • Article 3: this is the private address of an individual, so I suggest we add ''... and until the Board takes a different decision, the address is...''.
    • 5.1.3. should read ''... as provided in these Articles'' (instead of ''this'').
    • 5.3.5.1 shoud read ''If a proposed decision of the Board or the General Assembly is related to an actual or proposed transaction...'' (instead of ''is concerned with'').
    • 5.3.5.2, same remark as for 5.3.5.1 above.
    • 7.5.2 should read ''Members are required to maintain an e-mail address and to communicate it to the Association''.
    • 7.5.4 should read ''Members are required to inform the Association, without delay, about any changes (e-mail address, postal address, or other relevant data)''.
    • 7.5.5 should read ''... Members who have not communicated changes...'' (instead of ''that have not communicated'').
    • 7.5.9 should read ''... join directly through the EURALO Individual Users' Association...''.
    • 7.5.10 should read ''Members may forfeit their voting rights...'' (instead of The Members, which would imply all the Members collectively).
    • 8.1.1. should read ''Board Officers and term of office'' (instead of ''period of office''), see for example https://www.thefreedictionary.com/term+of+office
    • 8.1.1.2, same remark as for 8.1.1.
    • 8.2.3 should read ''Quora of the General Assembly'' (instead of ''Quorums...'').
    • 11.2.3.1, third sentence should read ''Any conflict of interest related to the dispute...'' (delete ''regarding'').
    • 12, Entry into effect: in addition to the Chair, one more signatory needs to be designated before our final text is forwarded to ICANN (ALAC, ICANN Board, or others).

    Best regards,

    Jean-Jacques.

    1. Dear Jean-Jacques,


      thank you for your kind response. I'll take each point and confirm:


      • Throughout the document: the name of our RALO should read ''ICANN European Internet Users' Forum'', with the punctuation mark indicating the plural for Users, consistent with English grammar.

      OCL: the name of the association as per previous bylaws is "ICANN European Internet Users Forum" with no apostrophe.

      • Throughout, and beginning in Preamble § 1.3, numerals for dates should not be followed by the period punctuation mark used in German (example here ''on 29. March 2007'' should read ''on 29 March 2007'').

      Done.

      • The same rule applies to numerals in general, e.g. under ''Definitions'', the reference to Swiss law should read ''the artciles 60-78 (without a period punctuation mark) os the Swiss Zivilgesetzbuch (ZGB)''. Likewise in art. 3, the reference to Swiss law shoud read ''... Articles 60 ZGB and following'' instead of ''... Articles 60. ZGB...''.

      Done.

      • Article 2.6 should read '' ''Europe'' refers to the European Geographic Region as defined by ICANN'', rather than '' ''Europe'' is the European...''.

      Done.

      • Article 3: this is the private address of an individual, so I suggest we add ''... and until the Board takes a different decision, the address is...''.

      This goes without saying. Changing the seat of the association cannot be seen as a re-writing of the bylaws that needs a full vote of EURALO members. I have made an amendment to add a sentence that says: "As this is an individual’s address, this address can be changed by the decision of the Board." I did not include the word "private" since a future individual might with to have this registered at their commercial/office address.

      • 5.1.3. should read ''... as provided in these Articles'' (instead of ''this'').

      Done.

      • 5.3.5.1 shoud read ''If a proposed decision of the Board or the General Assembly is related to an actual or proposed transaction...'' (instead of ''is concerned with'').

      Done. Also fixed "where"

      • 5.3.5.2, same remark as for 5.3.5.1 above.

      Done. Also fixed "where"

      • 7.5.2 should read ''Members are required to maintain an e-mail address and to communicate it to the Association''.

      Done.

      • 7.5.4 should read ''Members are required to inform the Association, without delay, about any changes (e-mail address, postal address, or other relevant data)''.

      Done - and removed the brackets plus added: of representatives, e-mail address, postal address, or other relevant data.

      • 7.5.5 should read ''... Members who have not communicated changes...'' (instead of ''that have not communicated'').

      Done.

      • 7.5.9 should read ''... join directly through the EURALO Individual Users' Association...''.

      Done - and also corrected other instances of the same in 7.5.9.1.

      • 7.5.10 should read ''Members may forfeit their voting rights...'' (instead of The Members, which would imply all the Members collectively).

      Done.

      Done.

      • 8.1.1.2, same remark as for 8.1.1.

      Done.

      • 8.2.3 should read ''Quora of the General Assembly'' (instead of ''Quorums...'').

      Done.

      • 11.2.3.1, third sentence should read ''Any conflict of interest related to the dispute...'' (delete ''regarding'').

      Done.

      • 12, Entry into effect: in addition to the Chair, one more signatory needs to be designated before our final text is forwarded to ICANN (ALAC, ICANN Board, or others).

      Yes, that's correct. May I suggest that this could be Wale Bakare, EURALO Secretariat? This would fit well as "keeper of the minutes"

      Altogether, thank you Jean-Jacques, you have a very sharp eye!

  2. Alan Greenberg's Remarks:

    5.1.2 So you plan in signing a new MoU?

    Answer: MoU already existing. Corrected.

    6.1 Funds allocated by ICANN for the RALO are not really “gifts, donations or legacies”. Adding after ICANN “(in the form of budget allocations)” would address this.

    Answer: added

    7.4.2 “will be decertified” is somewhat strong given that it is a decision of the ALAC. Perhaps it is covered by referring to the ALAC RoP which make it clear it is an ALAC decision and the EURALO recommendation could be rejected.

    Answer: text amended

    7.5.2 Our new ALS procedures will almost certainly require 2 or possible 3 contact addresses. But you can address that once the new rules are in place.  Same for 7.5.6.

    Answer: noted

    7.5.9 In the ALAC RoP, cover this with a footnote: The RALO in the European region has chosen to group its individual members together in an ALS (EURALO Individuals' Association) but, for the purposes of these Rules of Procedure, these individual members are deemed to be unaffiliated.

    Answer: Added article 7.5.9.2 that specifies this

    8.2.3.2 Do you allow for decisions via e-mail or online voting, in which case we normally deem full 100% participation?

    Answer: these voting threshold were decided by consensus of our working group after much debate.

    8.2.6.1 This is unclear. Is there a prior vote to decide on secrecy or each vote may be accompanied by a request for secrecy?

    Answer: Split this and created a new 8.2.6.3 which says:

    "All votes are open except if a secret vote has been requested by a member of the general assembly and has been supported by a Simple Majority of all delivered votes."

    This lets the Chair decide how to handle the "vote" on whether a vote should be by secret ballot, whether by consensus call or otherwise.

    11.2.2 and 11.2.3 I presume that the Ombudsman has agreed to this?

    Answer: Yes, this was passed by ICANN Legal and re-written according to their framework.


  3. Thank you Olivier for integrating the proposed amendments. I also agree with Alan's remarks.

    Best regards,

    Jean-Jacques.

  4. Hello. I'm a newcormer. 2 remarks => for 2.2 if you introduce Swiss Law you may introduce french Association bylaws "association loi 1901" ; for 4.1 (ok if there is main UN language translated od at least a sum up)

    1. Hello Betty,

      thanks for the suggestion. There is a legal requirement to designate the jurisdiction under which an association is set up and operates. For a set very good reasons, the drafters of our association Bylaws considered that it would best be placed under the jurisdiction of Swiss law.

      So the issue here is not about quoting, or referring to, pieces of national legislation from several countries, but to place the association under a specific jurisdiction. That is why the sole reference here is to Swiss law.

      Best regards,

      Jean-Jacques.