Nominet EGM proxy voting

[Hazel Pegg]

I'm not sure I understand what you're getting at here - Hazel has already stood and already been elected!

They even let me in for a second term

 

[retired_member6]

I support the wish of the Nominet Board to be freed from the ridiculous constraints under which it currently operates. I will support the Nominet Board if it presents a proposal to extend it's operational remit that doesn't also include proposals to commercialise the company.

Hazel
www.NOTnominet.org.uk

A lot of companies have various subsidieries and 'arms', is it too absurd to think a part of nominet could be commercial and another not so?

I would hate to think members are holding back a British company from investing in futuretech but then I would wish members were responsible enough to ensure Nominet realise what their core responsibility is and that that doesn't and never will flounder or become a secondary concern.

 

[Hazel Pegg]

what do you stand for what constructive ideas do you have..

Resolution 1

1) Remove the reference to the deletion of clause 6

2) Remove the reference to the insertion of clause 10

This allows the changes to clause 3 to go through and thus frees Nominet to bid for ENUM and to expand in to other areas of the Internet market.

Resolution 2 - remove the resolution completely

Resolution 3 - as I'm suggesting that resolution 2 be removed then resolution 3 falls by default. A shame but there we go.

Then we could have an EGM that would pass the relevant clause untying Nominet's hands and allowing it to bid for ENUM and to look at expanding into other areas. All the other proposed changes in the Memorandum and the Articles could be put out to consultation and then re-presented to a meeting at a later date (hopefully in a revised form).

Hazel
www.NOTnominet.org.uk

 

[EdPhillips]

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?

Since this is a purely factual point, I might as well clear this up. Table A (and Tables B, C etc) are from the Companies (Tables A to F) Regulations 1985 (SI1985/902, if you're interested, but they're too old to be on the HMSO website).

Table A is a long, and detailed, set of Articles for a company (and specifically, a company limited by shares).

Table B is the memorandum of a company limited by shares.

Table C sets out the memorandum and articles of a company limited by guarantee (like Nominet). In the example articles, Table C specifically suggests that Table A (subject to a whole raft of amendements, including deleting Table A articles 2-35 (which are all about shares)) be used.

So in fact, the proposed articles do follow the general format set out in Table C, and there is nothing unusual in a company by guarantee using a (heavily amended) version of Table A.

 

[EdPhillips]

......


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.

......

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. ...

I'm confused..."not for profit"...."no"...."dividend"...."bonus"..."profit"

or... "loyalty payments"...."discounts"...."promotions"

black is white....black is white...black is white...

As this is another factual one, perhaps I can clear it up.

The CURRENT memorandum says that:

"3. The objects for which the Company is established are:
3.1 to act as the Network Information Centre for the United Kingdom and manage and control the use of the Internet domain ".UK";
3.2 subject to all necessary consents, and to the co-operation of the governmental and non-governmental organisations concerned, to manage and control the use of sub-domains under the Internet domain ".UK" (whether directly or by means of sub-contracts, agents or any other means);
3.3 to establish, publish and administer rules for the use of the domain and sub-domains referred to in clauses 3.1 and 3.2;
3.4 to maintain a register of Internet domain names;
3.5 to establish and implement procedures for authorising changes to the register;
3.6 to provide facilities for searching the register; and
3.7 to operate a domain name service;
in each case on a commercial basis."

So the company has always been required to operate commercially.

The CURRENT memorandum also says:
"6 .The income and capital of the Company shall be applied solely towards the promotion of the objects of the Company; and 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." but then goes on to list exceptions, e.g. rent and salaries.

So the company is not actually banned from making a profit/surplus, but is banned from giving to anyone (e.g. it cannot pay dividends). What then is the purpose of making a surplus - traditionally, it has been to build up a fund to support the company if business drops off, and to support the expensive legal actions when we go racing off to Austriala to sue scammers.

So in summary the company is CURRENTLY required:
1. to be operated commercially; and
2. not to distribute profits to the members, except in certain cases.

In very strict terms, it would therefore be more accurate to say that the company is "not-for-dividend" rather than "not-for-profit". However, the difference is pretty fine and almost no-one understands it, so saying "not-for-profit" is simpler all round.

The PROPOSED memorandum does not change any of this. Nominet would still be required
1. to be operated commercially; and
2. not to distribute profits to the members, except in certain cases.

In relation to this, the proposed changes do two main things:
1. The scope of what Nominet could do is expanded (so instead of the short list in memorandum item 3 that I have quoted above, there is a much longer list); and
2. the "except in certain cases" is expanded to cover some other things, including the ability to give discounts to some members (for bulk, quick payment or whatever reason - I do not know, as that is an operations question).

So Jay was right in what he wrote. Hazel (as I understand it) but does not see how the ability to give discounts to members can be seen in any other way than favouring one member over another.

One example (and I don't know if this is planned) that I can think of would be discounts for prompt payment e.g. you get 3% off your bill if you settle quickly (and we don't have credit control problems). In one sense, that reduces our operating cost and we are giving that benefit to the member - but on the other hand, is that a bad thing? As I say, I don't know if that is planned, but it is a scenario in which this "no distribution except.." type clause would be relevant.

 

[Hazel Pegg]

So in fact, the proposed articles do follow the general format set out in Table C, and there is nothing unusual in a company by guarantee using a (heavily amended) version of Table A.

Thanks for that clarification Ed. I'll make a note of that on the website.

Hazel
www.NOTnominet.org.uk

 

[Whois-Search]

Some interesting comments on nom-steer now

<self moderate> Please see nom-steer list instead </self moderate>

 

[Whois-Search]

<self moderate> Please see nom-steer list instead </self moderate>

 

[rob]

Anyone from Acorn going to be popping down to the EGM?

 

[Whois-Search]

Sounds like many people are:

<self moderate> Please see nom-steer list instead </self moderate>

 

[rob]

yup... am on nom-steer... just wondering if non member acorners are

 

[Hazel Pegg]

Some interesting comments on nom-steer now

I have an uneasy feeling about nom-steer posts being published on another forum. Did the people concerned give their permission for their words to be published here? Do they even know that this has happenned?

Hazel
www.NOTnominet.org.uk

 

[Hazel Pegg]

This website contains the personal views of a Nominet member .. http://www.davros.org/temp/nominet-egm.html

Hazel
www.NOTnominet.org.uk

 

[Whois-Search]

Hazel your right, so I have removed the posts.

I think Nominet need another clause on:

http://www.nic.uk/other/lists/nom-steer/

 

[Hazel Pegg]

I have removed the posts.

Good decision IMO

Hazel
www.NOTnominet.org.uk

 

[retired_member6]

Fair use, it would have been alright as long as it's not entire posts, they are quotes after all. A lot of people do get worried which is understandable - I do occasionally, I received an email from Anton Ferdinand's brief the other week, I can gaurantee you that the saucy cow who tried it on had a red face by the time she finished reading my reply :twisted:

 

[Whois-Search]

LOL Lee

Their all arguing like kids on Nom-steer now - I'm not spending 3 hours at a EGM if its all going to be like that.

Whats the point of the PAB if the board are not going to take any advice ?

 

[Whois-Search]

Maybe we should sign Kieren McCarthy up to Nom-steer and show him what really goes on - that would give him something to write about

 

[Hazel Pegg]

Whats the point of the PAB if the board are not going to take any advice ?

The PAB advises on policy issues not on governance. Half of the PAB consists of appointees who are not members of Nominet. So it wouldn't really be appropriate for them to give advice on matters of internal governance.

Hazel
www.NOTnominet.org.uk

 

[bb99]

What the PAB does and its remit etc is a whole argument in itself. Try mentioning that on Nom-Steer, it's like dropping a hand grenade in a confined space