Important Update by EGM.uk

[Whois-Search]

On 15th December 2015 a small group of Nominet members who signed the EGM petition met with the Nominet CEO and CTO in Oxford. At that meeting we explained we now have 141 member signatures which we considered to be 5% of the voting rights. This included giving Nominet a print out of comments left by our 143 registrant signatures.

The EGM petition itself was not delivered as we wanted to confirm the voting right numbers were correct before doing so. We also expressed member concerns over the planned 50% increase in the wholesale price of .uk and co-marketing proposals.

Nominet confirmed that the current voting rights were for the 2015 non-executive director elections and AGM resolutions only. And the Company Secretary confirmed by email:

“the voting rights are dependent on a dynamic DUM measure – calculated following receipt of a formal request for an EGM. Which means without a new voting rights calculation we can not confirm that we have 5% of the total voting rights”.

Note: Since the 2015 AGM there has been further consolidation and promotions which effect the number of “paid for domains”.

In the best interests of the company we requested that a Registrar Meeting be held in early January 2016. We also requested that registrars (that are also members) be given the chance to discuss .uk pricing & recent developments.

Today on the 23rd December 2015 Nominet has announced that meeting:

***Registrar event/Save the date***
We are holding an event for registrars on the morning of Thursday, 21st January 2016 in London. We are preparing a more interactive agenda, which will cover topics including our strategy and approach to our core registry business, diversification and membership engagement. This event replaces the registrar conference, in favour of an approach which we hope will encourage participation and discussion. We will send an invite, agenda and venue details early in the New Year and hope that you will be able to join us.

In the same email Nominet has announced an earlier that usual AGM for 28th April 2016 and new election scrutineers. See: [nom-announce] Member Updates

Therefore…

We now encourage all our concerned members/registrars to attend the meeting on the 21st January and express their concerns in person. The meeting is a full six weeks before the proposed price rise on the 1st March 2016 and there is still time for Nominet to change their proposals.

Following the meeting in January we would like feedback on what to do next with the petition – you can contact us here or join the debate on the Nominet members forum.

See front of: http://www.egm.uk/#tab1

 

[atlas]

Is there a way to attend remotely?

 

[DomainAngel]

I take it your still going to present the petition asap? At worst they will say it's short but will have to do the calculation to find out.

 

[DomainAngel]

I hope you haven't given them an assurance you won't present it until after the meeting, can you confirm this?

Also, where was it announced or decided who was to attend the meeting you had?

I only ask as I thought your whole intention was to call an egm.

 

[Brassneck]

I hope you haven't given them an assurance you won't present it until after the meeting, can you confirm this?

Also, where was it announced or decided who was to attend the meeting you had?

I only ask as I thought your whole intention was to call an egm.

Agree with that. You asked people to sign up to this question

"I call upon Nominet to hold an extraordinary general meeting (EGM) to discuss .uk pricing and to put the 50% price increase to a membership vote."

Why did you need your meeting - I don't think you were being given our authority to set up your own meeting to express members' concerns.

 

[DomainAngel]

May I ask one more thing. What is exactly your relationship with David and did he approach you to set the meeting up or was it you?

May as well be open.

 

[Whois-Search]

Is there a way to attend remotely?

I asked if the Registrar meeting could be webcast - please email them and request this too.

I hope you haven't given them an assurance you won't present it until after the meeting, can you confirm this?
Also, where was it announced or decided who was to attend the meeting you had?
I only ask as I thought your whole intention was to call an egm.

Correct, we did not give Nominet any assurance in regards to not calling an EGM.

The four Nominet members present at the meeting were:

Mr Andrew Bennett / Netistrar Ltd (me)
Really Useful Domains Ltd
Oxford Information Labs Ltd

An EGM can still be called at anytime by the members even after the Registrar meeting.

Why did you need your meeting - I don't think you were being given our authority to set up your own meeting to express members' concerns.

I wrote to the Company Secretary to ask him to confirm what constituted 5% of the voting rights.
The Company Secretary then invited us to a meeting with the CEO to discuss it.

Therefore we decided to go to see if Nominet would pro-actively call their own meeting and they did.

May I ask one more thing. What is exactly your relationship with David and did he approach you to set the meeting up or was it you?

I do not have a busienss relationship with David.
I proposed him in the non-exceutive director election and that is it.
We did not meet with any non-executive directors to discuss this matter.

 

[DomainAngel]

Thank you for the clarification. Apologies for asking about the relationship as I'd been led to believe the Mrs Bennett on some domains related to one of David's companies was was connected to you.

It still doesn't explain as to why you haven't submitted the petition, they are not going to call it themselves as they had already stalled you by telling you they couldn't do a calculation due to last years data.

Submit the petition as agreed and take it from there otherwise it will be another corporate divide and conquer and nothing will happen.

I do not doubt your commitment but you have to follow through.

Personally I'll be happy whatever the outcome, as long as those members that have concerns have had a chance to exercise their rights and given the opportunity to be listened to.

 

[Whois-Search]

Thank you for the clarification. Apologies for asking about the relationship as I'd been led to believe the Mrs Bennett on some domains related to one of David's companies was was connected to you.

Well i'm not married so I don't know who Mrs Bennett is

It still doesn't explain as to why you haven't submitted the petition, they are not going to call it themselves as they had already stalled you by telling you they couldn't do a calculation due to last years data.

There are a number of legal hurdles to get over in calling an EGM

See section 303 of the Companies Act 2006:
http://www.legislation.gov.uk/ukpga/2006/46/section/303

You need 5% of the voting rights confirmed:

(b)in the case of a company not having a share capital, members who represent at least [5%] of the total voting rights of all the members having a right to vote at general meetings.

You need text for a resolution and a statement:

(4)A request—
(a)must state the general nature of the business to be dealt with at the meeting, and
(b)may include the text of a resolution that may properly be moved and is intended to be moved at the meeting

Even then Nominet can still reject the resolution and text:

(5)A resolution may properly be moved at a meeting unless—
(a)it would, if passed, be ineffective (whether by reason of inconsistency with any enactment or the company's constitution or otherwise),

And the request must be authenticated:

(6)A request—
(a)may be in hard copy form or in electronic form, and
(b)must be authenticated by the person or persons making it.

Which if you look at the law on electronic signatures isn't easy either:

(3) A document or information sent or supplied in electronic form is sufficiently authenticated—
(a) if the identity of the sender is confirmed in a manner specified by the company, or
(b) where no such manner has been specified by the company, if the communication contains or is accompanied by a statement of the identity of the sender and the company has no reason to doubt the truth of that statement.

http://www.legislation.gov.uk/ukpga...sending-or-supplying-documents-or-information

Then after all that...

It can take 21 days for Nominet to reply and they have to give 28 days notice:

304 (1) Directors required under section 303 to call a general meeting of the company must call a meeting—
(a) within 21 days from the date on which they become subject to the requirement, and
(b)to be held on a date not more than 28 days after the date of the notice convening the meeting.

http://www.legislation.gov.uk/ukpga/2006/46/section/304

Which means even if you called it say after Christmas you wouldn't get a meeting until the end of February! Which would be after the meeting they have given us on the 21st January!

And the AGM itself is now on the 28th April:
http://www.nominet.uk/about/corporate-governance/agm/

 

[DomainAngel]

Ooh nightmare.

Well it's good to know that you know all that and I guess it's now just having faith in you, which I do.

Happy to donate for any legal costs etc