Nominet EGM proxy voting

[njf]

Anybody have any opinions on/care about the EGM votes? (ref the Electoral Reform Services mailshot ~Friday). Paraphrased, the main change bullets:

1) Board numbers up from 6 to 9
2) Hutty clause: membership and reg fees no longer to be voted on by membership..."provisions to"..."be more commercial and responsive in pricing structures".
3) Revised voting procedures for Companies Act purposes
4) Revised member explusion scheme - decision by board not membership
5) Online voting for non-execs
6) Cap of 10% weighted votes by votes cast, not total membership's votes

Can't say I understand the rationales enough for most. 5+6 look sensible enough. Prima facie 2 looks bad ("more commercial"...eh? Does that equal higher prices?). I'd like to know more about the basis for 4.

Does weighted voting already happen - is this just a minor mod?

Anyone good a feel for the politics and whether its should be yea or nay on the three votes? Ta, Nick.

 

[DJRH]

It looks likes the prices of uk domains are going to go up in the not to distant future.

If there was a proposal for the price going down for registration or renewal fees then there would be no problem in getting the 75% in favour vote by the membership why would anyone want to pay higher prices.

But on the other hand if there was a suggestion that the prices should be put up then there would probably be not many members who would want that so one would think the 75% would be hard to get.

"more commercial" sounds out of place with non-for-profit.

Further if the purpose of the company is expanded then I would guess that means that there will be more need for further personnel = more cost

The way it seems to me is that these proposals are taking away power from the members.

 

[Jay Daley]

It looks likes the prices of uk domains are going to go up in the not to distant future.

If anything the pressure is down, however there are no plans either way.

"more commercial" sounds out of place with non-for-profit.

I think you misunderstand the phrase 'not-for-profit'. It does not mean that a company does not make money (Nominet does very well there), it means that it does NOT distribute that money as profit. There is nothing in these proposals to change that. All surpluses are used to build up reservers and improve the services provided.

Further if the purpose of the company is expanded then I would guess that means that there will be more need for further personnel = more cost

The board/executive already have the powers to expand the company and so this does not change that. Over the last few years the numbers have actually gone down and we have become considerably more cost efficient.

 

[Jay Daley]

Prima facie 2 looks bad ("more commercial"...eh? Does that equal higher prices?).

No, there are no plans to change and the pressure is downwards.

I'd like to know more about the basis for 4.

A couple of years ago we had to deal with a bunch of scammers who were also Nominet members. Despite their court losses we could only expel them with a large vote of the membership. Obviously this is a poor situation and we need the ability to eject proven crooks. Given the potential issues around this, the safeguards in the proposal are strong.

Does weighted voting already happen - is this just a minor mod?

Yes this is. Currently the formula has a cap at 10% of votes allocated, not votes cast. As turnout is traditionally poor this change reduces the relative voting strength of a few of our largest members, but only when the turnout is low.

 

[texidriver]

I think you misunderstand the phrase 'not-for-profit'. It does not mean that a company does not make money (Nominet does very well there), it means that it does distribute that money as profit.

How do you distribute the profit ?

 

[Jay Daley]

How do you distribute the profit ?

Sorry I wrote that wrong. It means we do NOT distribute any money made. I will edit my post above to correct that.

 

[retired_member11]

Strange.

The clear inference was that the price would be going up. No other way to read it.

 

[Jay Daley]

Strange.

The clear inference was that the price would be going up. No other way to read it.

I can't make promises, but the overwhelming pressure is downwards. Most members I speak to (and I speak to a lot) believe that £5 is about right but that any movement down will increase their margins and so they would like it to go down. Only a few think it is overvalued and should be higher.

 

[EdPhillips]

Strange.

The clear inference was that the price would be going up. No other way to read it.

I second what Jay said about the pressure on prices being downwards, but I'd also pick up on the "more commercial" point. For a registry, one of the important factors is how many domain names you operate - in effect, the more on the register, the happier Nominet is.

There are several reasons for this:
firstly, any business (not for profit or otherwise) doesn't want to go out of business for lack of customers;
secondly, having more domains gives us more international clout when negotiating with ICANN or whoever; and
thirdly, there are cost-efficiencies in having more domains (having an extra million domains on the register would not mean that we recruit 20% more staff).

So really, the pressure on Nominet is to increase registrations. How is that done? By being more commercially minded in encouraging people to register domains and keep them registered - so that's where the main "commercial" pressure is coming from. By the way, the existing constitution requires Nominet to be "commercial", so that is not changing.

 

[retired_member11]

...but what's left to register that hasn't already been registered? The smart move would be to drop the transfer fee to open up the bottom end of the market...and then a lot more 'marginal' names would be registered.

 

[bb99]

The smart move would be to drop the transfer fee

Don't get me started on this

 

[Hazel Pegg]

Vote NO

Anybody have any opinions on/care about the EGM votes? (ref the Electoral Reform Services mailshot ~Friday).

I have lots of opinions. The change in the weighted voting formula is fine but unfortunately can't be put into place without Resolution 2 being accepted. And that is not fine. The changes in Board composition are just about acceptable but the handing over of pricing decisions to the Board needs some thought. As does the introduction of a Nominations Committee (who will be on it and who will decide who will be on it?).

But the real problem is Resolution 1. This seeks to change the Objects of Nominet to allow it to enter into more markets. Currently Nominet can only operate in the .uk market. Clearly it is desirable to remove that very tight restriction, but not at the cost of not even mentioning the .uk market in the new Memorandum of Association. Then we have Clause 6 (the one preventing the payment of dividends to shareholders, etc) being deleted and most of the text of clause 6 being renamed clause 8. Seems unimportant until you realise that anything named clause 6 is protected by clause 4 (which means it can only be changed by a 90% vote in favour). Things named clause 8 are not so protected.

So I'm voting 'no' to resolutions 1 & 2 and 'yes' to resolution 3 - even though that will be a redundant vote if resolution 2 isn't passed.

Hazel
www.hazel.me.uk

 

[Hazel Pegg]

NOTnominet.org.uk

visit www.notnominet.org.uk

 

[rob]

Can I just say thanks to Hazel for good work on the nom lists as well as the forum It is appriciated by non-vocal types such as myself .

 

[retired_member11]

I have lots of opinions. The change in the weighted voting formula is fine but unfortunately can't be put into place without Resolution 2 being accepted. And that is not fine. The changes in Board composition are just about acceptable but the handing over of pricing decisions to the Board needs some thought. As does the introduction of a Nominations Committee (who will be on it and who will decide who will be on it?).

But the real problem is Resolution 1. This seeks to change the Objects of Nominet to allow it to enter into more markets. Currently Nominet can only operate in the .uk market. Clearly it is desirable to remove that very tight restriction, but not at the cost of not even mentioning the .uk market in the new Memorandum of Association. Then we have Clause 6 (the one preventing the payment of dividends to shareholders, etc) being deleted and most of the text of clause 6 being renamed clause 8. Seems unimportant until you realise that anything named clause 6 is protected by clause 4 (which means it can only be changed by a 90% vote in favour). Things named clause 8 are not so protected.

So I'm voting 'no' to resolutions 1 & 2 and 'yes' to resolution 3 - even though that will be a redundant vote if resolution 2 isn't passed.

Hazel
www.hazel.me.uk

So who is authoring these proposed changes? Name names. I want to know where this is coming from.

 

[Hazel Pegg]

So who is authoring these proposed changes? Name names. I want to know where this is coming from.

The current Board of Nominet UK have unanimously recommended that the members approve these changes.

Hazel

 

[rob]

so VOTE NO !!!!

 

[Hazel Pegg]

All Change

Then we have Clause 6 (the one preventing the payment of dividends to shareholders, etc) being deleted and most of the text of clause 6 being renamed clause 8. Seems unimportant until you realise that anything named clause 6 is protected by clause 4 (which means it can only be changed by a 90% vote in favour). Things named clause 8 are not so protected.

Well we can now ignore most of that. The Board was informed that the formal notification of the EGM didn't mention everything due to be changed and that what was posted on the website was as above. So they took legal advice and this is what they came up with ...

"A correctly numbered version has now been posted - and it is to this
numbering that the notice refers. You will also see the ordering of
clauses 8-10 has slightly changed. Clause 8 becomes Clause 10 in the new
draft. What was clause 9 is now Clause 8. Clause 9.1 ff becomes clause 9
ff. In addition, the wording of clause 2 is identical to the current
Memorandum (with the removal of "and Wales"), the hyphen has been
reinserted into clause 4 (typographical error corrected), and the word
"or" has been inserted at the end of new 10.5 (old 8.5). Otherwise the
wording is identical.

We are advised that the EGM is properly convened, and the notice is valid
in respect of references to the memorandum."

Jolly good.

Except that was posted to nom-steer and not all Nominet members subscribe to nom-steer due to the presence of mouthy cows like myself with nothing better to do than fill the ether with our rants.

So those people who only have the snail-mail version of the EGM resolutions have not been informed that what they are voting on has changed. The Nominet website was updated to reflect these renumberings in the course of today.

But the old clause 6 is still not protected by clause 4 because it is now clause 10 - which doesn't exist in the current MoA to be protected.

Confused?

That's the intention?

Hazel

 

[retired_member11]

The current Board of Nominet UK have unanimously recommended that the members approve these changes.

Hazel

Why? What's their 'angle'? Who is the puppet master? Hidden agenda?

 

[DJRH]

Well they have got some of us confused that is for sure.