AGM Voting rights allocation

[Jac]

Appreciate the info about steering committee and PAB - so if I've got it right steering committee = membership?

Basically, yes.

Regards
James Conaghan

 

[Beasty]

Basically, yes.

Regards
James Conaghan

The name change and creating PAB obviously makes sense. A "steering committee" of about 3,000 would be a bit difficult to run!

 

[Jay Daley]

Those of you who want registrants to be able to vote may want to take a look at the Canadian model. CIRA (.ca) allows any registrant to choose to be a member when they register a domain name. I think this is free. As members they get to vote, which if I remember correctly is one member one vote.

 

[Beasty]

Stockbrokers

Can I suggest another comparable situation. If I buy shares through an execution only stockbroker - I don't automatically assign to them my rights as a member of the company that I'm buying shares in.

They don't acquire the weight of my (and other) purchasers' rights. Those rights still belong to whoever is paying the money. This is even though they have the IT infrastructure and membership of the stock exchange etc. to make the transaction easy and cheap.

Companies have to deal with a mulititude of small shareholders - if those people put the money in. Why should Nominet be any different? Especially when it retains the rights to a national asset, as it does in .uk.

 

[Beasty]

Those of you who want registrants to be able to vote may want to take a look at the Canadian model. CIRA (.ca) allows any registrant to choose to be a member when they register a domain name. I think this is free. As members they get to vote, which if I remember correctly is one member one vote.

If that is the model that they have, I applaud it.

I also applaud you for mentioning it Jay. I don't take it that you are endorsing it in any way - but even being prepared to mention it as an option that has already been adopted elsewhere only confirms what a fair and open minded person you are.

 

[aqls]

I also appreciate Jay's input.

-aqls-

 

[Whois-Search]

interesting

CIRA - Election FAQ

2 -Who can vote for the Board of Directors?
All Members of CIRA can vote for the vacant Directors seats on the Board of Directors. Anyone who has registered a dot-ca domain name with CIRA is a Member unless he/she has chosen not to be or has resigned his/her membership. If an individual holds a dot-ca domain name and does not know if he/she is a Member and/or wishes to become a CIRA Member, please click here. A CIRA Member will need his/her CIRA User Account Number and Password to change the membership status. If a Member does not know his/her CIRA User Account Number or Password, he/she should contact his/her Registrar. If a Member does not know who his/her Registrar is, he/she can identify his/her Registrar by entering his/her domain name into the WHOIS directory.

Meanwhile back in england ....... anyone got the phone number of "The Hoff" ?

 

[fred]

Can I suggest another comparable situation. If I buy shares through an execution only stockbroker - I don't automatically assign to them my rights as a member of the company that I'm buying shares in.

They don't acquire the weight of my (and other) purchasers' rights. Those rights still belong to whoever is paying the money. This is even though they have the IT infrastructure and membership of the stock exchange etc. to make the transaction easy and cheap.

Companies have to deal with a mulititude of small shareholders - if those people put the money in. Why should Nominet be any different? Especially when it retains the rights to a national asset, as it does in .uk.

But, if you compare the same in a slightly different way, you get:

Nominet -> Company
Members -> Shareholders (They 'buy' the shares by paying membership fees)
Registrants -> Customers (They are buying a service the company provides)

I.E. A Customer of a mobile phone network pays a rental for the number/service but does not get a say in how the company is run.

I'm not arguing either for or against registrants having a vote, just pointing out that it can been seen a diferent way.

 

[Beasty]

But, if you compare the same in a slightly different way, you get:

Nominet -> Company
Members -> Shareholders (They 'buy' the shares by paying membership fees)
Registrants -> Customers (They are buying a service the company provides)

I.E. A Customer of a mobile phone network pays a rental for the number/service but does not get a say in how the company is run.

I'm not arguing either for or against registrants having a vote, just pointing out that it can been seen a diferent way.

That's a fair enough alternative way of looking at it.

You might then add ISPs -> Shops

But in the model, if someone is both a shareholder and a shop, they don't get increased voting power because of the number of customers they bring in. These things are separtated in law. Voting in a company is usually linked only to the number of shares (not customers) they have. So by that analogy, each Nominet member would have one vote in a "normal" company.

There is another problem with this comparison. If I don't like how a mobile company is run or the service it provides, I can shop around - and even port my number as well. Where else can I register/renew a .uk domain?

Perhaps someone could explain to me why someone else's money (a small fraction of which is mine) should buy the ISP a more influential seat at the table. It is not their money that is being used.

 

[Jay Daley]

Meanwhile back in england ....... anyone got the phone number of "The Hoff" ?

I don't think you fully realise the impact of the changes to the new voting rights (to be fair I've only really thought it through properly today thanks to someone explaining the implications to me twice).

The new mechanism has a cap at 3% of votes cast, which is recursively applied if the effect of the cap would then change the percentages again. The previous cap was 10% of votes allocated, which could end up being 30% of votes cast or even more.

In order to win in STV first round you need > 33.3% of votes cast. In further rounds it is a bit more complicated. This means that a winning candidate needs many more individual members to vote for them than they did before.

 

[Jac]

Perhaps someone could explain to me why someone else's money (a small fraction of which is mine) should buy the ISP a more influential seat at the table. It is not their money that is being used.

Whilst I could easily agree with the idealism of your analogies, I think one has to remember that the infrastructure that exists to allow Domain Names to be managed efficiently and effectively was funded by companies from BT to Demon/Thus to Pipex to Freeserve/Wanadoo/now Orange not to mention cable operators like NTL and Telewest et al. Without the huge investment in infrastructure, is it not fair to say we might well have had domain names but no domain name service (or services) to speak of?

Ideally, I personally favour one person one vote in everything, but doesn't the community owe some sort of recognition to the ISPs or Carriers who provide the infrastructure that makes it all work for every registrant? The way Nominet was consituted in 1996 reflected what the founding members thought was fair because they knew domain name registration was just the first step in the process of making those domain names actually work. Yep, that was 10 years ago and things have moved on significantly, but how does one reconcile the amount of investment by these big Nominet Members (because that is their argument) with the rights of each and every individual who has registered one or just a few domain names?

For the record; I have long argued that just because hundreds of thousands of registrants register through one or other tag holder, it does not mean all those registrants want the tag holder to hold their proxy, but I have also long known that it just isn't that simple; I wish it was.

My personal dilemma has always been, that without the huge investment of some of the bigger ISPs, there wouldn't be a UK backbone at all, so when you use the analogy that "Voting in a company is usually linked only to the number of shares (not customers) they have" and "by that analogy, each Nominet member would have one vote in a "normal" company", I think you may also have inadvertently confused two issues. The first being; Nominet Members do indeed have 'shares' in the company except they are called 'voting rights' (that's the way the constitution is written). These voting rights are a direct reflection of how many registrants they have convinced to buy services from them as opposed to another Member. The second being, that each Nominet Member is not equal in shareholding (as in votes) which is why we have weighted voting. And lest we forget amidst the emotion of the debate, Nominet is a legally constituted company and doing nothing wrong within its own Mems & Arts.

The quandary I therefore see is that Nominet is a company with members (QUA shareholders) and the constitution allows them weighted voting in various issues. If we wanted to go towards the CIRA membership model, we have to change the constitution. This means convincing the bigger vote holders in particular, that there is merit in the idea of greater democracy.

This is why I keep saying, it isn't that simple (I wish it was). :???:

Regards
James Conaghan

 

[sneezycheese]

The quandary I therefore see is that Nominet is a company with members (QUA shareholders) and the constitution allows them weighted voting in various issues. If we wanted to go towards the CIRA membership model, we have to change the constitution. This means convincing the bigger vote holders in particular, that there is merit in the idea of greater democracy.

This is why I keep saying, it isn't that simple (I wish it was). :???:

Regards
James Conaghan

...Surely then what I suggested would make life a lot easier. i.e. you'd not be taking anything away (you'd be adding more members, that's all) - you'd not be changing the constitution becaues the rules of membership would be the same - you would only really be issueing additional shares, which doesn't require prior approval of the membership.

It can be simple if da management wished it to be - but I fear as is with the DRS they see that nothing's broke so why fix it.

 

[aqls]

I think one has to remember that the infrastructure that exists to allow Domain Names to be managed efficiently and effectively was funded by companies from BT to Demon/Thus to Pipex to Freeserve/Wanadoo/now Orange not to mention cable operators like NTL and Telewest et al. Without the huge investment in infrastructure, is it not fair to say we might well have had domain names but no domain name service (or services) to speak of?

Did they put in money directly to Nominet, or did they just come to an agreement in their own self interest, i.e. they need this infrastructure in order to make huge money from the internet. (which they all have done.)

-aqls-

 

[Jac]

Did they put in money directly to Nominet, or did they just come to an agreement in their own self interest, i.e. they need this infrastructure in order to make huge money from the internet. (which they all have done.)

-aqls-

The quick answer is 'I don't know for sure' but it seems fairly logical (if you read the Mems & Arts) that the original signatories believed that voting rights should relate to member's commercial involvement in the the .UK domain name service. I would point out that articles refer back to the companies act 1985 and prevailing company law; so what was written in the Mems & Arts had to be legally correct and binding.

For instance:

19. The Council of Management will establish the subscriptions and poll voting rights of members of the Steering Committee for the period to 31 August 1997. Thereafter, the subscriptions and poll voting rights will be related to the member's relative commercial involvement in the .UK domain name service, and will be set by means of bye-laws established in accordance with Article 51.1.

and:

19A. Except as required by law, before making any change to the level of membership subscriptions or registration fees, the Council of Management must consult with the Steering Committee by conducting a postal ballot. The ballot must seek votes for and against each proposed change; and the Council of Management shall only implement the proposed change if at least seventy-five percent of the votes cast in the ballot are in favour of the proposed change.

So it is seems fairly clear that before making any change to the level of membership subscriptions the Council of Management (now called the board) must consult with the Steering Committee being the members.

I may have misunderstood but it seems that each member therefore needs to pay the 400 quid plus 1 year's subs just to be one. I will take that under advisement though.

Regards
James Conaghan

 

[aqls]

It'd be interesting to see how they list how much their "commercial involvement" is.

It'd also be interesting to determine how much of that was directly toward the DNS and name management services now controlled by Nominet as compared with their general infrastructure.

I don't imagine any of this is doable but my plan would be to gradually reduce their involvement in time, given that their payments to nominet (now a self contained entity) are probably now no more than the statutory membership fees.

-aqls-

 

[sneezycheese]

I may have misunderstood but it seems that each member therefore needs to pay the 400 quid plus 1 year's subs just to be one. I will take that under advisement though.

...QUESTION:

Can da management change the membership subscription fee without consulting its members?

i.e. Lets say da management wanted a more inclusive membership and thus so wanted to reduce membership fees to £1 p.a. and as Beasty has said offer membership to registrants at the time of registration - what's to stop this scenario if da management wanted to go down that route?

 

[Beasty]

...QUESTION:

Can da management change the membership subscription fee without consulting its members?

i.e. Lets say da management wanted a more inclusive membership and thus so wanted to reduce membership fees to £1 p.a. and as Beasty has said offer membership to registrants at the time of registration - what's to stop this scenario if da management wanted to go down that route?

From what James has helpfully set out, it would seem that no such changes in fees can take place without the members agreeing.

I think the argument that the ISPs and telcos invest "for the greater good" or "for the benefit of Nominet" is both spurious and (even if plausible) not what their own corporate bodies would probably allow - since companies are basically obliged to make as much money as possible for their shareholders.

So they have spent money to make money - but get an additional benefit due to the out of date structure of Nominet. Anyway, the money that buys them influence is not money spent on infrastructure - it's registrants' registration fees.

The problem is that I would be gobsmacked if the "new" Nominet that is likely to be proposed soon - only to existing members - does anything other than entrench the existing membership structure; even if it tinkers with details around the edge.

Now is the time for the PAB - who are interested in the wider stakeholder interests - to take a stand and say "lets look at everything afresh - start with a blank page - and come up with ideas for a better, more inclusive Nominet that isn't a private members club dominated by big ISPs".

My guess is that that will happen at about the same time as Tony Blair admits going into Iraq was a mistake based on a lie...

 

[retired_member11]

Yes, a 'corporation' has one central legal obligation, to maximise value for shareholders. Any action by directors that undermines this is unlawful.

 

[Jac]

It'd be interesting to see how they list how much their "commercial involvement" is.

As I think I said previously, it relates directly to the number of domain names held. So I personally take the point that it is not their money per se, but registrants' money.

It'd also be interesting to determine how much of that was directly toward the DNS and name management services now controlled by Nominet as compared with their general infrastructure.

I don't imagine any of this is doable but my plan would be to gradually reduce their involvement in time, given that their payments to nominet (now a self contained entity) are probably now no more than the statutory membership fees.

I would personally like to see more community involvement and I think any visionary Nominet Member; big or small; will see that a not-for-profit Registry actually belongs to the people, as in the wider communities. I believe this is something the UN's Internet Governance Forum (IGF) has identified, and I mean to say, the importance of community involvement in the internet. However, my own proviso would be that no one stakeholder group, no matter how big, strong, or domain rich they are, should disregard the interests of all other stakeholder groups. The internet should be for everyone and cannot function as isolated pockets of special interests. This is why IDN is so important and IMO it must be an inclusive concept.

So, although it is not the most popular stance to take on this forum, I believe Nominet does its best to respond to the needs of all stakeholders. The fact is, nothing and nobody is perfect; we just shouldn't stop trying to be.

Regards
James Conaghan

 

[Beasty]

As I think I said previously, it relates directly to the number of domain names held. So I personally take the point that it is not their money per se, but registrants' money.

I would personally like to see more community involvement and I think any visionary Nominet Member; big or small; will see that a not-for-profit Registry actually belongs to the people, as in the wider communities. I believe this is something the UN's Internet Governance Forum (IGF) has identified, and I mean to say, the importance of community involvement in the internet. However, my own proviso would be that no one stakeholder group, no matter how big, strong, or domain rich they are, should disregard the interests of all other stakeholder groups. The internet should be for everyone and cannot function as isolated pockets of special interests. This is why IDN is so important and IMO it must be an inclusive concept.

We agree James!