Egm 2

[sneezycheese]

"This will represent a total investment by Nominet, including fit-out, in the region of £ 10 million.

...They'll be on the same site as Pipex I see - nice and 'cosy' that.

 

[Hazel Pegg]

What would Pipex and Schuld think about £50 domain names?

I'd imagine that they wouldn't like the idea and would vote against it.

Who will make the £50 decision the PAB or the Board?

The PAB make no recommendations on pricing (at their own request). They have never been in a position to do more than advise.

The Board cannot change pricing because the Articles forbid that. The relevant section of the Articles is not amongst the changes sought at this EGM.

Any price change has to be approved by over 75% of the members.

I may think £50 per name is a good idea but my chances of persuading 75% of the members to agree with me are pretty small

Hazel

 

[Hazel Pegg]

I cannot locate anywhere in the the proposed memorandum which specifically forbids Nominet from buying up a Domain Parking Company, a DNS Management Company, etc

Please provide the clause number which FORBIDS (your word) such activities.

The top clauses are the Objects of the Company. The remaining clauses are what I call 'enabling' clauses that allow the Company to pursue its Objects.

Everything from 3.13 onwards is constrained as follows:

"to the extent required, necessary or desirable to fulfil the Company’s objects;"

That means that all those things listed after 3.13 can only be done to the extent that they are required, necessary or desirable to fulfil the Company's objects. The Objects themselves are listed above 3.13.

3.1 - 3.3 list Internet domain names and any electronic numbering services as areas where Nominet could operate.

3.4 & 3.5 define other areas of operation permitted under the Objects. These do not include buying up 123-reg or setting up as a web-hosting company or running PPC sites. So therefore Nominet can't buy up companies in those areas or move into those areas as a sideline.

3.6 - 3.12 refer to educational & consultancy services.

Hazel

 

[static]

Why don't we end this thread now, archive it, and then reprise it 12 months hence to see who was right and who was wrong?

We will then be able to award suitable numbers of red and green reputation squares to various Acorn members so we know who's opinion is worth listening to and who's opinion isn't worth listening to on the subject of Nominet corporate governance and strategy.

I voted no.

 

[Hazel Pegg]

Why don't we end this thread now, archive it, and then reprise it 12 months hence to see who was right and who was wrong

Why don't we wait until voting closes and then do as you suggest?

Hazel

 

[sneezycheese]

Everything from 3.13 onwards is constrained as follows:

"to the extent required, necessary or desirable to fulfil the Company’s objects;"

That means that all those things listed after 3.13 can only be done to the extent that they are required, necessary or desirable to fulfil the Company's objects. The Objects themselves are listed above 3.13.

...3.13 is an object in itself and the heading for that object is:

"Providing business through subsidiaries and third parties"

And 3.15 says:

3.15 The objects specified in each paragraph of this clause shall, except if at all where otherwise expressed, be in no way limited or restricted by reference to or inference from the terms of any other paragraph or the name of the Company or the nature of any business carried on by the Company or any of its subsidiary undertakings or the order in which such objects are stated, but may be carried out in as full and ample a manner and shall be construed in as wide a sense as if each of the said paragraphs defined the objects of a separate, distinct and independent company.

 

[static]

Why don't we wait until voting closes and then do as you suggest?

Hazel

I'm not talking about the result of the vote, but rather the way in which the Board uses the new constitution in the next 12 months if it is voted for by the membership. The debate in this thread has been about what the new constitution would allow the Board to do. Some say it would allow 'x' but not 'y', while others disagree. Only time will tell who is right.

I'm not contributing to this thread again.

 

[retired_member12]

What to do with the spare cash.

Of course, if you were to take the wad of cash and purchase a building with it, re-assign the building as a pension fund asset, then have the fund rent the building out to Nominet for a nice fee, then the existing & future pension fund members will do well out of it.
Especially the highest earning employees. Is it a final salary scheme at Nominet i wonder?

 

[Hazel Pegg]

And 3.15 says:

3.15 The objects specified in each paragraph of this clause shall, except if at all where otherwise expressed,

3.15 refers to everything in clause 3.

And at 3.13 it is otherwise expressed where it says:

"to the extent required, necessary or desirable to fulfil the Company’s objects"

So everything listed in all the sub-clauses of 3.13 is protected by that statement.

Also we should be ignoring all the italicised headers as they don't form a part of the document open to interpretation as stated in:

3.14.1 headings in italics shall be ignored for the purposes of interpretation

Hazel

 

[Crusader-K]

The top clauses are the Objects of the Company. The remaining clauses are what I call 'enabling' clauses that allow the Company to pursue its Objects.

Everything from 3.13 onwards is constrained as follows:

"to the extent required, necessary or desirable to fulfil the Company’s objects;"

That means that all those things listed after 3.13 can only be done to the extent that they are required, necessary or desirable to fulfil the Company's objects. The Objects themselves are listed above 3.13.

3.1 - 3.3 list Internet domain names and any electronic numbering services as areas where Nominet could operate.

3.4 & 3.5 define other areas of operation permitted under the Objects. These do not include buying up 123-reg or setting up as a web-hosting company or running PPC sites. So therefore Nominet can't buy up companies in those areas or move into those areas as a sideline.

3.6 - 3.12 refer to educational & consultancy services.

Hazel

Hazel

I never mentioned web hosting companies. Only Gordon changed it and now you follow the same line.

I hadn't said web-hosting companies, but referred to Domain Parking, Foreign cctlds companies as being very likely candidates, for starters ( I later added DNS Management companies).

Let's make this really simple Hazel !

I think we both agree that 3.3.5 is an Objects clause. Right?
Everything from 3.13 onwards is constrained. We agree.
Everything before 3.13 onwards is not constrained. By implication.
Clause 3.3.5 states: operate a domain name service and electronic numbering service. This is an Object and not constrained. (it says a domain name service, not specifically a .UK domain name service so can include cctlds, gtlds etc).

Even Nominet's Scope Consultation Summary refers to "Selling other gTLDs (.com, .eu)" :

Selling other gTLDs (.com, .eu)
There was broad support for Nominet being able to sell other gTLDs such as .com, .eu and .org. and the idea of Nominet being a sole supplier for all an organisation's domain names met with some agreement, as it was felt that this would enable simplified management of accounts, simplified technical interfaces, and an easier working relationship with one key supplier of domain names.​

Under the Memorandum, Nominet would no longer be limited to just .uk domain names. Nominet has already dropped the "UK" From its Nominet (UK) plc title and the proposed memorandum refers to "worldwide" activities". So to offer cctld registrations as a domain name service, then Nominet could either become registrars for the various cctlds (and also gtlds .com/net/org/biz/info/eu) or guess what - Nominet could buy an existing registrar or registrars.

Some of Nominet members are registrars in their own right, so Nominet becoming a registrar (or buying a registrar) would mean being in competition with some of its members.

By the same logic, the secondary market is a domain name service. Some Nominet members are operators in the secondary marketplace. SEDO being the best known example.

I could continue with other domain name services.........

Assurances by current Nominet Directors and Executives that Nominet will never compete with its members do not prevent a future board doing just that. The Memorandum does not preclude such activities.

 

[sneezycheese]

Hazel

I never mentioned web hosting companies. Only Gordon changed it and now you follow the same line.

I hadn't said web-hosting companies, but referred to Domain Parking, Foreign cctlds companies as being very likely candidates, for starters ( I later added DNS Management companies).

Let's make this really simple Hazel !

I think we both agree that 3.3.5 is an Objects clause. Right?
Everything from 3.13 onwards is constrained. We agree.
Everything before 3.13 onwards is not constrained. By implication.
Clause 3.3.5 states: operate a domain name service and electronic numbering service. This is an Object and not constrained. (it says a domain name service, not specifically a .UK domain name service so can include cctlds, gtlds etc).

Even Nominet's Scope Consultation Summary refers to "Selling other gTLDs (.com, .eu)" :

Selling other gTLDs (.com, .eu)
There was broad support for Nominet being able to sell other gTLDs such as .com, .eu and .org. and the idea of Nominet being a sole supplier for all an organisation's domain names met with some agreement, as it was felt that this would enable simplified management of accounts, simplified technical interfaces, and an easier working relationship with one key supplier of domain names.​

Under the Memorandum, Nominet would no longer be limited to just .uk domain names. Nominet has already dropped the "UK" From its Nominet (UK) plc title and the proposed memorandum refers to "worldwide" activities". So to offer cctld registrations as a domain name service, then Nominet could either become registrars for the various cctlds (and also gtlds .com/net/org/biz/info/eu) or guess what - Nominet could buy an existing registrar or registrars.

Some of Nominet members are registrars in their own right, so Nominet becoming a registrar (or buying a registrar) would mean being in competition with some of its members.

By the same logic, the secondary market is a domain name service. Some Nominet members are operators in the secondary marketplace. SEDO being the best known example.

I could continue with other domain name services.........

Assurances by current Nominet Directors and Executives that Nominet will never compete with its members do not prevent a future board doing just that. The Memorandum does not preclude such activities.

...I think the penny's just dropped!

Thanks Mr. K.

 

[Hazel Pegg]

Some of Nominet members are registrars in their own right, so Nominet becoming a registrar (or buying a registrar) would mean being in competition with some of its members..

Agreed if Nominet became a registrar. Which is probably a serious disincentive for Nominet to do any such thing. Why would it want to court the wrath of its members for dubious gains?

But should Nominet become the sole supplier of another ccTLD or gTLD then I don't see a problem with respect of being in competition with its members.

By the same logic, the secondary market is a domain name service. Some Nominet members are operators in the secondary marketplace. SEDO being the best known example.

I think that might be stretching the logic too far

Hazel

 

[olebean]

Agreed if Nominet became a registrar. Which is probably a serious disincentive for Nominet to do any such thing. Why would it want to court the wrath of its members for dubious gains?

But should Nominet become the sole supplier of another ccTLD or gTLD then I don't see a problem with respect of being in competition with its members.



I think that might be stretching the logic too far

Hazel

Hazel

It does preclude nominet from being the sole provider of future services


OB

 

[Hazel Pegg]

It does preclude nominet from being the sole provider of future services

It does? Where? I missed that bit and my eyes are glazing over trawling through all these clauses and sub-clauses over and over again.

Hazel

 

[olebean]

It does? Where? I missed that bit and my eyes are glazing over trawling through all these clauses and sub-clauses over and over again.

Hazel

Hazel

I was being sarcastic...

OB

 

[Crusader-K]

But should Nominet become the sole supplier of another ccTLD or gTLD then I don't see a problem with respect of being in competition with its members!
Hazel

Think very carefully about what you have just said, Hazel. You don't see any problem with Nominet being in competition with its members.

How do you think large and medium sized registrars like Tucows, Schlund, and other registrars etc (and all resellers of registrars) will feel about your statement as their sub-dealers leave them and gravitate towards Nominet for a single source supply of the .UK domains and also their global and country code domain names.

 

[Hazel Pegg]

Think very carefully about what you have just said, Hazel. You don't see any problem with Nominet being in competition with its members.

That is not what I said.

How do you think large and medium sized registrars like Tucows, Schlund, and other registrars etc (and all resellers of registrars) will feel about your statement as their sub-dealers leave them and gravitate towards Nominet for a single source supply of the .UK domains and also their global and country code domain names.

Nominet would need to wrest control of .com and all the other gTLDs in order to get to that hypothetical position. Somehow I can't see that happenning. Can you? I can imagine Nominet being the supplier of more than just .uk but I really can't imagine it being the single source supplier of all the gTLDs and however many ccTLDs. There is no possibility of Nominet becoming a registrar like Schlund or Tucows and no possibility of Nominet becoming the sole registry for all these TLDs. So I don't think that Schlund, Tucows, etc are losing any sleep worrying about this hypothetical competition from Nominet.

Hazel

 

[Crusader-K]

The discussion seems to have moved forward such that the proposed New Memorandum will allow Nominet to compete with its members - but won't. I guess we're making headway now.

Nominet would need to wrest control of .com and all the other gTLDs in order to get to that hypothetical position. Somehow I can't see that happenning. Can you?
Hazel

Yes I can. Simply buy an already established registrar. Nominet has loads of cash. The proposed change of Memorandum allows this.

I just looked down the list of accredited registrars and picked one at random Safenames seems to suit. Safenames (UK based company offering registration of 244 country codes together with gtlds.) I have no connection with the company whatsoever but simply use them as an example of the ease of locating a possible choice. Of course, the new Memorandum puts the emphasis on world-wide so Nominet need not restrict themselves to a registrar based geographically in the UK so really broadens the choices. Besides lots of overseas travel opportunities.

I can imagine Nominet being the supplier of more than just .uk but I really can't imagine it being the single source supplier of all the gTLDs and however many ccTLDs. There is no possibility of Nominet becoming a registrar like Schlund or Tucows and no possibility of Nominet becoming the sole registry for all these TLDs.
Hazel

Why can't you imagine it, the above demonstrates how simple it can be.

So I don't think that Schlund, Tucows, etc are losing any sleep worrying about this hypothetical competition from Nominet.
Hazel

Really ? I would think they might be a tad worried. Hypothetical? we've already established that it is possible. And all this is before we even discuss the secondary market possibilities.

 

[Hazel Pegg]

Why can't you imagine it, the above demonstrates how simple it can be.

Because you are talking about Nominet buying up A.N.Other registrar and then supplying umpteen gTLDs and ccTLDs as a registrar itself. I was talking about Nominet becoming the Registry for all these TLDS. The Objects limit what Nominet can do and largely limit that to providing Registry and educational/consultancy services. Even if Nominet could go into the registrar business it would be barking mad to do so. Though after my experiences with one gTLD registrar yesterday it would be hard pushed to do a worse job.

Hazel

 

[Crusader-K]

Because you are talking about Nominet buying up A.N.Other registrar and then supplying umpteen gTLDs and ccTLDs as a registrar itself. I was talking about Nominet becoming the Registry for all these TLDS. The Objects limit what Nominet can do and largely limit that to providing Registry and educational/consultancy services. Even if Nominet could go into the registrar business it would be barking mad to do so. Though after my experiences with one gTLD registrar yesterday it would be hard pushed to do a worse job.

Hazel

Sorry if we have been misunderstanding each other.

Nominet's Scope Consultation Summary refers to "Selling other gTLDs (.com, .eu)" :

There was broad support for Nominet being able to sell other gTLDs such as .com, .eu and .org. and the idea of Nominet being a sole supplier for all an organisation's domain names met with some agreement, as it was felt that this would enable simplified management of accounts, simplified technical interfaces, and an easier working relationship with one key supplier of domain names.​

Nominet could only really sell .com .eu and .org domain names by being registrars of Verisign Global Registry Services (for .coms), Public Interest Registry (for .orgs) and Eurid (for.eu).

Not impossible, but I wish you luck ringing up Verisign and offering to run their registry!