Tempor said:
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?
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.
Tempor said:
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.
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
