Jac

I know this was a reply to Hazel, but I'd just like to pick up on what you said about "the smooth running of the .uk domain registry". Ideally, I would hope this is what all reasonable stakeholders want and putting aside vested interests, I think it is what all Nominet members want; a registry that runs smoothly. But if I could just ask you to take a step back from the idealism for a moment and ask yourself this question; "how smoothly do you think Nominet would run if it had 4,783,448 people trying to run it"? Because that's how many registrations there were as of the 28th February. Okay, we all know there are many stakeholders with multiple registrations but I'm just simplifying the equation to make the point.

Nominet is a member organisation. Anyone who wants to can pay the fees and become a member (and a tag holder too if they so wish). Nominet runs on reasonably democratic lines, in that the members vote on the internal governance and management of the registry and (hopefully) whilst they're doing it, they are taking the wider community's viewpoints into consideration. That's why the PAB exists; it was created as a think tank to represent the interests of all those people who have an interest in the smooth running of the .uk registry.

There's an old adage that suggests committees don't actually decide anything, but I have been pleasantly surprised at how much agreement can actually be reached between 8 appointed members and 8 elected members all from very different backgrounds. Ideally, it would be nice if over 4 million people could be crammed into a room to air their views, but the practicalities make it impossible. However, all of us who take an active interest, can ensure those who feel similarly are represented through our own viewpoints. People have the same social needs and one of them is to be heard. What you, me, Hazel and everyone else can do, is make sure their voices carry to the places other voices can't reach.

Regarding your concern about Nominet being "controlled" by a small number of companies; we're working on that one.

Regards
James Conaghan
http://www.conaghan.me.uk
james@conaghan.me.uk

Jac

Whilst you are right that it does require the registrant to keep an eye on the website, as I said in another post, Nominet runs on reasonably democratic lines. Hopefully enough people (like yourself) will make their voices heard and people who feel similarly will be represented by your views. I don't know (offhand) about the practicalities of emailing millions of registrants but I will certainly ask the question and get back to you.

I'd agree the current weighted voting structure is a bit of a relic but to be fair, and reasonable, I also have to be pragmatic and respect the contributions of some of the bigger Nominet members. Without them, there may not have been a Nominet in the first place; and there certainly wouldn't be the internet backbone and infrastructure we have in the UK today. It's a precarious balance between the investment of the various members and ISPs and the rights of the wider stakeholder communities. Whilst I may disagree with the weighted voting structure, I can empathise with the counter argument that says; those who have invested more in the UK namespace should have a bit more say in how the UK Registry is run. So I am sure we will find a suitably agreeable compromise for all members. This will ultimately lead to a better and more secure namespace for the registrant.

Regards
James Conaghan
http://www.conaghan.me.uk
james@conaghan.me.uk

Beasty

Building societies have one member one vote and run smoothly enough - particularly if they have effective anti-carpebagging rules in the way that Nominet has. All Nominet should be concerned with is running the .uk registry - so change should come occaisionally and need not be that quick. The idea of competing in other markets should be firmly kicked into touch.

With the 90% consititutional need for any changes that would allow "carpetbagging" - the very weight of numbers in the membership will provide the protection you seek - but which is not there - with the currently definied members. Even several thousand domains would only give someone a fraction of a percentage of the voting rights.

Then have one board combining the PAB and Executive Board; and vote on the PAB element in the same way that they are now - except with a stronger mandate from a wider electorate. I have to say the idea of paying £500 upfront to get a say in the way Nominet is run is not very tempting, unless one needs to take advantage of the registration fee discount on a significant scale.

The ISPs are in business to make money - that's why they provide the facilties that they do. They won't stop doing it if they cease to be controlling members of Nominet.

I'm personally in favour of Nominet forming an agency like the Patent Office (or indeed being added to it) - since the concept of an "internet community" to represent may have held water in 1996 - but today simply equates to "society" since the Internet is a pervasive technology. It follows that what may have been an esoteric thing ten years ago is now a national asset - and should be held as such.

Jac

I can see your point but there's a problem with combining the PAB and Executive because there's a conflict between the purpose of the PAB and the fiduciary duty of directors. A director is bound by company law to act in the best interests of the company, so it is conceivable that the board may not be legally able to comply with some of the more altruistic suggestions you and I might make. Getting the balance right is not easy. The Policy Advisory Board (PAB) does not owe a fiduciary duty to the company but has a responsibility to the wider stakeholder community. So the PAB might, in its altruistic fervour, advise Nominet to do something that would conflict with the fiduciary duties of directors. As I said previously, it is highly unusual for the board to reject PAB advice, but it could happen in the aforementioned circumstances. Anyway, that is why we need to keep the board and the PAB separate. One represents the company, the other represents the stakeholder.

Nominet runs on a cost recovery basis and someone somewhere has to cover the costs of the services it provides. The membership fees cover the initial set-up costs and the ongoing administration of membership.

With further regard to fees; ideally, I would love to see a DRS that is free of charge but (as other members keep reminding me) someone has to cover the costs of the system. If A N Other complainant took you to court to dispute your right to a certain domain name, it is entirely possible the costs would begin in the thousands and inflate as the case became more convoluted. So, whilst the fees charged by Nominet's DRS are not ideal, someone has to pay something towards them.

Incidentally, there is a misconception that Nominet gets paid these fees. It is the Expert who gets paid and that is why there is a need to charge a fee in the first place; to cover the Expert's time and expertise. Nominet does not make profit out of the DRS. The tough bit is finding a fee structure that does not (for instance) obstruct anyone who wants to appeal but doesn't have the wherewithall.

Spot on; and that's one of the reasons I personally think OMOV would be entirely appropriate in the Nominet Voting Structure.

Nominet is in constant dialogue with government offices and other outside influences in its constant quest to serve the community it refers to in its mission statement. In that respect I am one of Nominet's greatest supporters, but I am also its greatest critic; but it's easy for me to criticise when I do not have a fiduciary duty that might conflict with my altruistic motives. So I try to keep these things in perspective when I am judging what I perceive to be failings in the system. (Just because me myself and I think they are, doesn't mean I'm right.) When you look at the ICANN situation, you may see that Nominet is considerably more community oriented in that it actually listens. IMO there are relatively few directors of ICANN who are in touch with the stakeholder, the rest seem more inclined to appease Verisign instead of standing firm against the corporate shennanigans that will ultimately make the .COM environment less competitive for the stakeholder. But that's only my opinion and they probably speak highly of me too!

Ideally, we'd all have a UK Registry that ran precisely as we wanted, but we all know this just isn't practical, and some kind of balance must be found. We can't all get the sixpence in the Christmas pud!

What we CAN do is keep suggesting improvements, but in the meantime, let's not forget that the staff up at Nominet work damned hard within the system and do their best in all of our interests.

Regards
James Conaghan
http://www.conaghan.me.uk
james@conaghan.me.uk

Beasty

The company has a duty to act in the best interests of its members. If all 4.7 million Registrants were members then the company would - in effect - have a duty to act in the best interests of the registrants. As it stands, the members are a select group of 3,000 "stakeholders" who pay £500 up front and then £100 PA for that right - so the company is obliged to act in accordance with their wishes. Those wishes are further distorted by the Orwellian "some members are more equal than others" voting system. The conflict that you describe would be at least mitigated by changing the nature of the membership.

As you implicitly suggest though, the problem is ulimtately difficult to resolve when a private company is undertaking a quasi Government function. That is why I suggest that a properly contritututed Government agency offers the best long term solution.

No doubt - but the effect is to limit membership to those who have a financial interest in joining (e.g. ISPs) and a smaller number of companies/individuals who are already members and who remain so. To the vast majority of internet users, this remains a closed shop to which the price of entry is not worth paying. They therefore lack representation; and do not even get notified directly when significant changes are considered/made to the contract they have with Nominet.
It'll come as a great shock no doubt that we agree that Nominet is a better option than the ICANN-Verisign-US Govt. "love" triangle!

No we can't all get exactly what we want. But the status quo means that I and millions of others who "pay the piper" get no say in calling the tune. Whilst we "get the goevernment we deserve" - at least in a democracy we all get some sort of say in choosing it and can change it from time to time.

Jac

Sorry to be pedantic but from a legal standpoint; no company (as in a legal entity) is obliged to act in accordance with the wishes of shareholders or members. Company Law dictates that a director should act honestly and in what he/she believes to be in the best interests of the company (this is the primary “fiduciary duty” of the director towards the company).

While the company remains solvent, the "best interests" of the company are the interests of its shareholders collectively. Fiduciary duty and "best interests" are not the same. For instance: it is conceivable that shareholders might want to take all the profits out of a company which might make it technically insolvent. The directors would be bound by company law to reject the shareholders' demands and keep the company solvent.

There is no fiduciary duty to members of Nominet or registrants, but I believe there is most certainly a responsibility (not least of all because Nominet's mission statement makes it so).

PS: There are no shareholders in Nominet, but there are Members and Members can vote for changes in the constitution of the company. The directors do not have to listen to the members if their wishes conflict with the company's legal/best interests.

Why do you think of it as a quasi-government function? Way back in the day (Tim Berners Lee, Jon Postel etc) the World Wide Web was ideally an information super-highway for the people. But even assuming you are right (big assumption) think NHS, Education, Child Support Agency (CSA), Council Tax, the Pensions crisis, Child Welfare, even the Fox Hunting ban, and I hope you will see the track record of government running things isn't really the best long term solution for the UK Internet. Apart from anything else, think Council Tax which keeps going up to fund inefficiencies in local government; what do you think would happen to domain name prices?

I think you'd be surprised how many members don't actually join to register loadsa domain names, but that aside, I think it is safe to say that only a minority in any community are proactive in any given arena whether that be political, consumer, or business. For evey one of you or me there are tens of thousands who share our opinions. By expressing yours, you are probably representing many people who don't feel the need to duplicate your voice. The House of Commons is the ultimate example of a few hundred MPs representing the views of over 60 million UK residents. So, I'd have to question your lack of representation theory. As long as people like you and me care, people will get represented with the proviso that what we personally believe doesn't automatically make us right. Consensus is what democracy is about.

So why do you want a PAB-Nominet-UK Govt. "love" triangle?

Regards
James Conaghan
http://www.conaghan.me.uk
james@conaghan.me.uk

Beasty

But the Members (shareholders in most companies, guarantors in Nominet) own the company. So, within the confines of the Mem and Arts and general company law - the board must act in accordance with the members wishes - or they will just replace them. So if 3 members control 30% (or de facto 60%) of the votes - they have a lot of influence over the board/company.

In a "standard" company 75% + 1 vote pretty much gives a shareholder absoulte control - subject to issues relating to fraud on the minority etc. So the company will do what that shareholder says, within the confines of the law. If that includes winding up and distributing the assets - that's what will happen.

Nominet has of course protected itself against that to some extent - but as was seen in the recent EGM proposals - there are ways around such things. Anyway, it is not my solution to try to force a round peg (private company) into a square hole (quasi government altruistic monopoly).
Because the Internet is now a national/international resource - not just something that techies are into. So what was OK even 10 years ago in terms of governance is not OK now. Just look at the scale that Nominet and the .uk registry have grown at to realise that. The EGM highlighted the problem - it just came up with diametrically the wrong answer in my view. As I said before, good or bad at least every one of the people would then have a stake in who runs .uk.

As for comparisons - think Patent Office and Companies House as rather better analogies. .uk domains direct from the efficient supplier compelled to genuinely work at cost = cheaper prices for consumers.

Want value add - such as hosting - go to an ISP - whose role should be akin to a TM agent or a Company Formation Agent - i.e. only pay them to add value.
Not for those of us with no vote and no say. For us benign dictatorship is the best we can hope for.
I don't. I want a simple Government-Agency relationship - where the acts of the Agency are answerable to the Government and suitably transparent to members of the public under FOIA. As a direct example, I could ask why it was felt that the CEO and Executive Chair should both be paid far more than people in comparable jobs in much bigger and more complex agencies? And unlike the current situation, I'd be entitled to see more detail and also get some sort of answer.

Jac

"Quasi government altruistic monopoly" worries me! Do you really see government as being an altruistic monopoly? When I think of ICANN, the collective interests of the US Govt and Verisign shareholders seems to create a lot more problems than they can adequately deal with.

Are you really suggesting that a government run registry would be more efficient (or accountable) than Nominet? I'd refer you to the NHS again, and how top heavy it is with management; as opposed to nursing staff; to see how cost ineffective it really is.

I'm just trying to get my head around where you're coming from so can I just ask if you run a business that makes profit from domain names, or are you just an interested socialist?

I don't want this to turn into a political debate but if you are suggesting Government Agencies are somehow more accountable, I would cite Social Services and their failings to protect children like Victoria Climbie or the Police shooting of an innocent man at Stockwell Tube Station and the alleged coverups that followed in each case. I could go on but I think these two examples make the point that just being answerable to the Government doesn't make an agency more accountable. What makes people more accountable is transparency in everything they do. You may not think there is enough transparency in what the .uk registry does but it is continually questioned by all sides from government to PAB to members to any other interested stakeholder. If you took the time to write to Nominet outlining your viewpoints and grievances, you would get a response. The problem is, you can't be all things to all people so you will never come up with a solution that pleases everybody.

And for the sake of clarity, I don't get paid for defending Nominet... but I believe in being fair to everyone, even the registry I often disagree with.

I thought I had answered that question fairly comprehensively; but when you are looking for high calibre executives who can run a domain name registry competently, and/or negotiate internationally on behalf of the UK Internet Community, I think you have to expect to pay big salaries. It ain't a simple 9 to 5 job.

I used to be an idealist too but I think Bob Dylan got it right when he wrote: "I was so much older then, I'm younger than that now".

Regards
James Conaghan
http://www.conaghan.me.uk
james@conaghan.me.uk