20i Domains

Nominet EGM proxy voting

Discussion in 'Nominet General Information' started by njf, Feb 11, 2006.

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  1. Hazel Pegg

    Hazel Pegg Active Member

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    Would be good if someone could get nominet.org.uk back online. I can't access either that or nic.uk and I need to download a paper to take to a meeting and the train leaves in an hour!

    Probably a quirk only affecting me <mutter mutter>

    Hazel
    www.NOTnominet.org.uk
     
  2. Domain Forum

    Acorn Domains Elite Member

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    articles.co.uk
     
  3. Hazel Pegg

    Hazel Pegg Active Member

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    Back in October 2005 I wrote the following ....

    Now that we have renamed the CoM the Board we'll need to rename the PAB. Policy Advisory Panel should do nicely. PAP for short. And we'll treat anything they say as just that - pap. It's useful for PR purposes to have various eminences from important bodies offering us advice but we're not so sure about the elected contingent. However, once we've increased the membership exponentially, and given that only those members who are also amongst the now elite group of tagholders will bother to vote, we should be in the happy position of having elected PAP members who will see things as we see them. Just in case a wild-card slips onto the PAP we have already begun our programme of redefining the purpose of the current PAB. We are firm believers in the maxim that if you say something often enough people will believe it. Black is white, black is white, the PAB was created with the sole role of advising on policy relating to domain registration.

    Our intention to float the company on the stock exchange in 2010 remains unchanged. All members will receive one share. Additional shares will be allocated in direct proportion to the number of domains on any given tag.

    Thank you for supporting Nominet PLC and we look forward to sharing a very profitable future with you all.

    http://www.notnominet.org.uk/cynical.htm

    Hazel
    www.NOTnominet.org.uk
     
  4. EdPhillips

    EdPhillips Active Member

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    No, a hardware problem causing general problems, I am told. Now fixed.

    Also of interest, an article quoting both Lesley and Hazel.

    http://business.timesonline.co.uk/article/0,,9075-2052681,00.html
     
  5. EdPhillips

    EdPhillips Active Member

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    Look at the timestamp... it explains a lot! But also, this forum contains active discussions on both the DRS and the EGM, and is therefore of interest at the moment.
     
  6. EdPhillips

    EdPhillips Active Member

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    You may be getting the PAB and the Board confused. The Board (formerly called the Council of Management) is the legal board of the company, consisting of the company directors (executive and non-executive). They have legal responsibility for the company and run it day-to-day. The Company Secretary is the holder of the formal office of "company secretary" as envisaged under the Companies Acts etc.

    The Policy Advisory Board is (AFAIK) entirely unique to Nominet. It is non-statutory and none of the members have any legal standing in the company. Indeed, the company is not strictly required to have one, or to listen to what they say (although it almost always does, on policy matters). The PAB rules are under the control of the Board. Having said all that, of course, Nominet has had the PAB for years (essentially ever since it had too many members for Willie Black to talk to them all) and the PAB has had (and has) an important role to play in Nominet's policy development. The PAB is, however, essentially there to advise the (legal) board on policy matters and take part in consultations with the members and public about policy matters. It was not designed to run the company.

    So the reason that the email doesn't say which board it is from is because it is from the "real" board and signed (as is normal for company constitutional matters) by the Company Secretary.
     
    Last edited: Feb 23, 2006
  7. FC Domains

    FC Domains Well-Known Member

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    Which is exactly my point. None of the proposed changes have come back to the members as a consultation. It has all been, this is what we want to do. Don't bother to try and understand it, just sign here.

    With Nominet the 'small guy' has been very fortunate. Because of the current rules it's very difficult to elbow them out, or allow large companies to buy their way in.
    The rule changes seem to contain elements that would allow this to shift.
     
  8. Whois-Search

    Whois-Search Retired Member

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    How many members are actually subscribed to "nom-announce" ?

    I think Nominet should send the final version out again by snail-mail.

    I think Nominet should also publish the comments of the PAB on its own website !

    Also......

    http://www.theregister.co.uk/2006/02/22/nominet_response_egm/

    The only errors are in the EGM papers Nominet sent out !!!!

    ermmm what are we voting for ?
     
  9. Hazel Pegg

    Hazel Pegg Active Member

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    Only Nominet knows. Also I think that non-members can subscribe to nom-announce.


    Can't see that happenning. The formal notification gave us three resolutions to vote on and they aint changed. The website where the detail was displayed has changed a few times but as the cut-off point for voting is the date of the EGM I suspect that the lawyers will say that this is irrelevant.


    My comments are the not the comments of the PAB. They are my personal comments as a Nominet member who is also an elected PAB member.

    Hazel
    www.NOTnominet.org.uk
     
  10. Whois-Search

    Whois-Search Retired Member

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    Nice Story Hazel:

    Let government run internet.co.uk

    http://business.timesonline.co.uk/article/0,,9075-2054854,00.html

    But you can't take them on alone as they will just discredit you like they have already tried to do by saying its being "misread".

    With 3 weeks to go I think its time to link to www.notnominet.org.uk from our sites and send an email to every Nominet member you "personally" know explaining why they should vote No.
     
  11. olebean

    olebean Well-Known Member

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    Thanks for the reply Hazel

    My question still remain: what do you stand for what constructive ideas do you have..
     
  12. Whois-Search

    Whois-Search Retired Member

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  13. Tempor

    Tempor Member

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    Not a particularly nice story, Hazel.

    I've been following the various arguments with interest (I don't get a vote btw)- however it seems to have descended very quickly from an informed discussion to a paranoid slanging match. "Them"?!!? Is it a conspiracy? Are "they" out to get us? Is this just a blatant attempt by a well run registry to become Global Corporate Overlords? Reclaim the streets!

    Hazel - can you sum up in a nutshell the main points (with evidence, or reasoned points, without reference to quangos, Labour or sarcasm)? This would be more helpful, I think.
     
    Last edited by a moderator: Feb 23, 2006
  14. Whois-Search

    Whois-Search Retired Member

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    Tempor: Not another new forum member :D

    Time to turn public ip info on me thinks.
     
  15. Hazel Pegg

    Hazel Pegg Active Member

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    If the Board would table an amendment to remove the reference to the deletion of clause 6 and the addition of Clause 10 of the memorandum then I'd reluctantly vote yes to the changes to clause 3.

    I'd also like the proposed new articles set aside until real consultation has taken place. There is a lot in there that is good and it's a shame that I personally feel the need to reject it all because of the bits I can't accept. But none of it is urgent.

    It wasn't my decision to present this as a package. I understand why it has been done this way (as a package) but I don't understand the lack of consultation or the urgency to get everything changed next month.

    As things are I stand for chucking the lot out at the EGM and then sitting down and coming up with something that allows Nominet to expand it's remit but with less of the off-the-shelf commercialisation. Something that with a little effort could be on the agenda of the summer AGM.

    The Board has been poring over these clauses and sub-clauses for months. The membership has been given just over a month to make a decision on what amount to pretty momentous changes.

    Hazel
    www.NOTnominet.org.uk
     
  16. Hazel Pegg

    Hazel Pegg Active Member

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    I don't think so. I believe that the Nominet Board are acting with integrity and proposing what they genuinely believe to be in the best interests of Nominet and all its stakeholders. I also think that they have got it wrong. That doesn't mean that I see conspiracies around every corner or that I think this is some evil plot to turn Nominet into a cash-cow for a select few. It means that I think that in the well-meaning attempt to free Nominet from some of the anachronistic restraints under which it currently has to operate the Board has unintentionally lost the plot.


    I'll try - though a quick trip to www.notnominet.org.uk will show the main points that I have problems with.

    The Memorandum

    1) The new clause 3 is too wide ranging. It looks like a customised off-the-shelf job more suited to A.N.Other Company.Ltd than to a company as wierd as Nominet. When being repackaged for the use of Nominet no-one remembered to put in any reference to managing .uk as a part of the remit of Nominet. An unfortunate oversight.

    2) The old clause 6 is to be renamed clause 10. This is to reduce the percentage of votes needed to change the clause from 90% to 75%. There is no other explanation I can think of for this change in the numbering of the clause. Some might think that reducing the threshold is a good idea and they would have a point. I disagree that it is a good idea.

    3) Clause 10 (was clause 6) states "no part of the income or capital shall be paid or transferred, directly or indirectly, to the members of the Company, whether by way of dividend or bonus or otherwise in the form of profit."
    A new clause 10.7 has been added. This reads: "This shall not prevent the payment of loyalty payments, discounts or promotions (or equivalent arrangements) to customers and/or members of the Company." To me this is contradictory.

    The Articles.

    4) Most of the proposed new Articles are based on Table A of the Companies Act and are intended for Companies Limited by Shares. Table C is the one intended for Companies Limited by Guarantee. So why was Table A chosen as the base line and then extensively amended to fit the Nominet model?

    5) The power to remove membership moves from the members to the board (3.2.3). In principle I support this move to allow the board to deal with errant members without the need for a lengthy process involving the members. But there are not enough safeguards to protect against a future board that may not be as principled as the current one. So I'd like to see this changed to the power to suspend a member subject to later ratification by the members.

    6) The composition of the Board is changed to include appointed non-executives(15). A good move. Nominet would benefit from having non-executive board members with a broader range of skills. So my concern is not with the change in composition but with who will choose who will sit on the Nominations Committee that will appoint these board members. I don't see this as an insoluble problem and am sure that an acceptable solution could be found.

    7) Linked to my point 6 is Article 22.3. This appears to imply that any prospective candidate for election to the board would need to be pre-approved by the board. This may be in line with the Higgs report but is not in line with the ethos of Nominet to date.

    8 ) From Article 26.1 "Any director who, at the request of the board, performs special services or goes or resides abroad for any purpose of the company may receive such extra remuneration by way of salary, commission or participation in profits, or partly in one way and partly in another, as the board may determine.” I guess I just fundamentally disapprove of Nominet doing anything like redistributing profits. Others disagree.

    9) The current Article 51 is to be removed. What this means in practice is that the control of setting membership fees, registration fees and voting rights moves from the members to the board. Voting rights are covered in Article 13 and I have no major issue with what is proposed. I support moving the setting of membership fees to the board. I also support moving the control of pricing to the board conditional on prices being even across the table - i.e. not a situation where one 'class' of member/tagholder gets preferential treatment over another 'class'. Such qualification is not in the new rules hence my opposition to this clause.

    Hazel
    www.NOTnominet.org.uk
     
  17. olebean

    olebean Well-Known Member

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    Hazel

    Like a political animal you answered nothing!

    If you are going to stand are you a one trick pony? At the moment I thick you are...
     
  18. bb99 United Kingdom

    bb99 Well-Known Member

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    I'm not sure I understand what you're getting at here - Hazel has already stood and already been elected!
     
  19. texidriver United States

    texidriver Active Member

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  20. Whois-Search

    Whois-Search Retired Member

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  21. Hazel Pegg

    Hazel Pegg Active Member

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    That's not quite fair. I answered quite a lot in my subsequent email. But you wanted to know what I stand for?

    I stand for a Nominet that will manage the .uk namespace for the benefit of all its stakeholders; from govt to large tagholders to small tagholders to individual registrants to people browsing the web hoping not to get screwed over by the unscrupulous. That's a pretty big remit.

    I support the wish of the Nominet Board to be freed from the ridiculous constraints under which it currently operates. I will support the Nominet Board if it presents a proposal to extend it's operational remit that doesn't also include proposals to commercialise the company.

    Hazel
    www.NOTnominet.org.uk
     
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