Egm 2

[Whois-Search]

Nominet have called another EGM:

Scope

 

[static]

Is it right that these potentially far reaching changes, changes that will fundamentally alter the character and personality of Nominet for years to come, are being rushed to the vote simply to meet the ENUM bid deadline?

Are these two issues, of electronic communications and scope of services, being bundled together as a single voting proposal, or are they separate voting proposals? Can I vote 'yes' to one and 'no' to the other?

 

[Whois-Search]

Well you now have people like Clive Feather and Hazel Pegg (Popular PAB members even if they have said so in a 'personal capacity' on Nom-Steer) say that they are now in support of the new proposals. If you remember they were strongly against the proposals at the last EGM e.g. notnominet.org.uk and helped defeat it.

I think the electronic voting has been caused by the 9% of members voting at the AGM to elect the non-executive board members. Not to mention the cockup with the voting rights allocation and signing of the forms. With so few members voting you could even get the likes of me being elected

However now I think about the timing of all this I think yes your right it has been bundled together, the ENUM deadline for example was even mentioned on the end of the Nom-annouce email calling for the EGM!

But at the same time I can see Nominet doesn't need to miss the ENUM boat even if things could have handled better. I would hope they are single voting proposals but we shall see when the forms are sent.

 

[weycresto]

I'm a bit off the point I know, but why have they chosen to hold this EGM in a hotel which unless you have a car, is in the middle of no where ?

Just how do you get to that venue if you are coming up from London by train. Get off at Oxford at hail a passing Tractor I suppose.

Well almost - these are in fact the directions from Oxford.

Directions from Oxford City Railway Station

Leave Oxford Centre, Oxford Rail Station #1 (Stop R2).
Take Oxford Bus Company – 5 towards Blackbird Leys, Pegasus Court (7 mins).
Arrive at Oxford City Centre, Queens Lane (Stop K1).
Depart Oxford City Centre, Queens Lane (Stop K5).
Take Red Rose Travel – 275 towards High Wycombe, Bus Station (22 mins).
Arrive Camp Corner, Sandy Lane (SE-Bound).
Walk to OX9 2JW (5 mins).

Hotels - Location at The Oxford Belfry in Oxford, Oxfordshire - Directions

Contains no directions for Public Transport

Nearest Railway Station is Hadder Thane Parkway Station (7 km)

I shall expect Nominet to plant a small wood, after this event to compensate for
the carbon emissions created by all the vehicles going to the event.

Paul

 

[Whois-Search]

I was wondering this to as I also wanted to go on the train.

Also since the AGM was at Heathrow Terminal 4 - one of the most easiest to get to places in the UK! Why for the EGM some remote hotel in the middle of Oxfordshire? Maybe they are hoping certain people won't go ....... or maybe one of them plays golf there

If they are going to have it there why don't they pay for a coach from Oxford Station ?

 

[static]

Well, if the proposals are bundled together and there is only one voting resolution then the benign electronic communications part is being used as a piggy-back to carry through the very controversial other proposals.

 

[static]

I'm a bit off the point I know, but why have they chosen to hold this EGM in a hotel which unless you have a car, is in the middle of no where ?

Just how do you get to that venue if you are coming up from London by train. Get off at Oxford at hail a passing Tractor I suppose.

Well almost - these are in fact the directions from Oxford.

Directions from Oxford City Railway Station

Leave Oxford Centre, Oxford Rail Station #1 (Stop R2).
Take Oxford Bus Company – 5 towards Blackbird Leys, Pegasus Court (7 mins).
Arrive at Oxford City Centre, Queens Lane (Stop K1).
Depart Oxford City Centre, Queens Lane (Stop K5).
Take Red Rose Travel – 275 towards High Wycombe, Bus Station (22 mins).
Arrive Camp Corner, Sandy Lane (SE-Bound).
Walk to OX9 2JW (5 mins).

Hotels - Location at The Oxford Belfry in Oxford, Oxfordshire - Directions

Contains no directions for Public Transport

Nearest Railway Station is Hadder Thane Parkway Station (7 km)

I shall expect Nominet to plant a small wood, after this event to compensate for
the carbon emissions created by all the vehicles going to the event.

Paul

Clearly the Board is all for these proposals and wants to push them through with minimum opposition. Apparently the previous EGM was quite a hot affair. This one might be ice cold in rural Oxon. I wonder if I could parachute in?

 

[weycresto]

It's actually quite "easy" to get to from Heathrow:

Leave London, Heathrow Airport Central (Stop 14).
Take the airline operated by Oxford Bus Company – X70 towards oxford City Centre, Gloucester Green (43 mins).
Arrive at Headington, Green Road Roundabout (Westbound).
Depart Headington, Green Road Roundabout (Eastbound).
Take the Red Rose Travel – 275 towards High Wycombe, Bus Station (12 mins).
Arrive at Camp Corner, Sandy Lane (SE-Bound).
Walk to OX9 2JW (5 mins).

Of course I will fly in by private Lear Jet which I have on permanent standby at London City Airport. To hell with ozone layer I say!

 

[static]

Is there an airport at Oxford or is it a fairway landing?

 

[weycresto]

Parachute in job I think.

 

[fred]

Parachute in job I think.

How are you getting back home again :mrgreen:

 

[static]

How are you getting back home again :mrgreen:

On the crest of a wave.

 

[Crusader-K]

Nominet's all-or-nothing EGM2 proposal bundles up electronic voting, dispute resolution etc etc under the umbrella of urgency to push through changes for the sake of ENUM.

Nominet's existing articles make no reference to DRS.

Nominet's proposal will enshrine dispute resolution withiin their articles.

This would make it harder to scrap or replace Nominet's DRS.

 

[gordon]

Nominet's all-or-nothing EGM2 proposal bundles up electronic voting, dispute resolution etc etc under the umbrella of urgency to push through changes for the sake of ENUM.

This is not factually correct. The forthcoming EGM has 2 different votes being called:

1. To increase the scope of the company.
2. To enable electronic communications/voting.

These are different votes, so members are welcome to vote to increase the scope but not to enable electronic communication if they wish.

Nominet's proposal will enshrine dispute resolution withiin their articles.
This would make it harder to scrap or replace Nominet's DRS.

The outcome of the EGM will have no affect on the DRS and its future, that is what the DRS review is for and that will be published very soon now. (That is the consultation on the DRS future will be published soon to seek feedback.)

It is a misunderstanding of company law to suggest the proposed wording of the memorandum and articles makes it harder to scrap or replace the DRS. It will be no harder to do so.

Gordon

 

[Jay Daley]

Nominet's existing articles make no reference to DRS.

Nominet's proposal will enshrine dispute resolution withiin their articles.

This would make it harder to scrap or replace Nominet's DRS.

You are misunderstanding what an objects clause in a memorandum of association does. It does not state the things a company will do, but things that it can do, if it wishes.

The current objects clause allows us to run a DRS and the new one also allows us to run a DRS. So no change in impact. There are other parts to the clause that allow us to do new things, but the DRS part is just a tidying up.

 

[Beasty]

You are misunderstanding what an objects clause in a memorandum of association does. It does not state the things a company will do, but things that it can do, if it wishes.

The current objects clause allows us to run a DRS and the new one also allows us to run a DRS. So no change in impact. There are other parts to the clause that allow us to do new things, but the DRS part is just a tidying up.

Where does the current objects clause allow a DRS to be run? And if it already does so, why is it being redrafted?

While we are on the subject of Nominet's corporate governance, could someone please explain to me why Willie Black's salary and resignation payment appears in the 2003/2004 accounts - rather than in the 2004/2005 ones? The financial year runs October to September - so his resignation in December 2004 should surely have meant he featured in the latest set of accounts fiscals. As should his appointment as a Director of a certain unnamable Nominet supplier shortly thereafter, in the middle of that financial year.

The Director's Report for 2004/05 at page 26 (28 ) also says that there will be a motion for the re-appointment of the Auditors at the AGM. In fact there was no such motion and they were replaced. Yet the Accounts and Report - including this signed statement - were also passed by the meeting. Anyone know which order they came in - and what to do with this apparent contradiction?

 

[Jay Daley]

Where does the current objects clause allow a DRS to be run? And if it already does so, why is it being redrafted?

There are a number of clauses that refer to 'manage and control', 'publish and administer' and so on, that are taken by us to mean the additional services that a registry needs to provide. These don't just include the DRS.

They are being redrafted because we believe they need bringing up to date for a variety of reasons:

- The domain name market and that of Internet registries in general is changing and we need to be able to adapt to those changes

- There is some concern about where our role ends and so we are being as clear as possible in documenting that.

- We are continuing to rewrite our existing published documents in more accessible and plain English.

As to your other corporate governance questions, they are well outside of my area of expertise and I suggest you refer them to our legal department.

 

[Beasty]

There are a number of clauses that refer to 'manage and control', 'publish and administer' and so on, that are taken by us to mean the additional services that a registry needs to provide. These don't just include the DRS.

They are being redrafted because we believe they need bringing up to date for a variety of reasons:

- The domain name market and that of Internet registries in general is changing and we need to be able to adapt to those changes

- There is some concern about where our role ends and so we are being as clear as possible in documenting that.

- We are continuing to rewrite our existing published documents in more accessible and plain English.

As to your other corporate governance questions, they are well outside of my area of expertise and I suggest you refer them to our legal department.

For what it's worth, I shall take up you suggestion Jay.

 

[EdPhillips]

I don't deal with the corporate law side that much, and in particular the Annual Report, so I won't answer that bit. I would say (and maybe you have taken this into account) that our end-of-year and AGM are quite far apart. The Chairman did indicate at the last AGM that he considers this needs changing, and said that he hopes to bring the next AGM forward so that it happens much closer to he end of the year to which it relates. This should make questions of the type raised "Why is event X listed in year Y when perhaps it should be in year Z" less necessary.

On the topic of the Memorandum, inserting a clause allowing general mediation and dispute resolution would give us the option of getting more involved in dispute resolution between members and registrants, or allow our mediators to work outside Nominet, or for Nominet to provide dispute resolution services for other registries. In those terms, it expands our options in the same way as the proposed clause expands Nominet's options generally, although clearly it does also cover the DRS (whether in its current form, or a totally different one).

[In response to other posts] The scope clause is about limiting what Nominet can do. It does not require us to do the things within in, or require us to do them in any particular way. Look at the memorandum of any other limited company you deal with, and see if they even do 3% of the things listed in the equivalent clause.

 

[Beasty]

I don't deal with the corporate law side that much, and in particular the Annual Report, so I won't answer that bit. I would say (and maybe you have taken this into account) that our end-of-year and AGM are quite far apart. The Chairman did indicate at the last AGM that he considers this needs changing, and said that he hopes to bring the next AGM forward so that it happens much closer to he end of the year to which it relates. This should make questions of the type raised "Why is event X listed in year Y when perhaps it should be in year Z" less necessary.

On the topic of the Memorandum, inserting a clause allowing general mediation and dispute resolution would give us the option of getting more involved in dispute resolution between members and registrants, or allow our mediators to work outside Nominet, or for Nominet to provide dispute resolution services for other registries. In those terms, it expands our options in the same way as the proposed clause expands Nominet's options generally, although clearly it does also cover the DRS (whether in its current form, or a totally different one).

[In response to other posts] The scope clause is about limiting what Nominet can do. It does not require us to do the things within in, or require us to do them in any particular way. Look at the memorandum of any other limited company you deal with, and see if they even do 3% of the things listed in the equivalent clause.

I appreciate that there is a gap between the year end and the AGM - and that this year it was longer than usual due (I believe) to the EGM. However, the events that fall within a particular financial year are supposed to appear in that years report and accounts. If they do not, those accounts are wrong and need changing.

Also, if a motion appears in the report re-appointing the auditors; and another is passed replacing them - what is the upshot? If you are not the guy to deal with it - who is?

As for expanding the DRS - which is what you seem to be saying this allows for - does that appear in the papers for the EGM? Broadening Nominet's ability to take up ENUM or whatever is I believe there - but is this? If not, why not?