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Nominet adds handcuffs clause to proposed new Articles

Kevin Murphy, September 18, 2023, 17:29:16 (UTC), Domain Registries

Nominet wants to add a new clause to its foundational Articles of Association that would prevent it adventuring into non-domain businesses without telling its members.

The proposal follows the scandal surrounding its CyGlass security business, which the company invested about $23.5 million in before eventually selling for a dollar.

“The Board will inform the Membership in advance of any proposed significant change in scope, together with an explanation as to how this relates to the Company’s objects for the public benefit,” the new Article 2 reads.

While there’s nothing requiring member approval of diversification, notice would at least give members time to organize resistance if it looked like history repeating itself.

Nominet chair told members the proposed article “creates an important constitutional safeguard to ensure Nominet remains aligned with its Members in future.”

Members will vote on the proposed new Articles at the company’s AGM next month, but Nominet has set a massive 90% majority threshold for the changes to be approved.

Green said that the current board plans to live by the spirit of the proposed Article 2 even if the vote fails, but noted that there can be no guarantee future boards would also do so.

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Comments (4)

  1. Leo says:

    “but Nominet has set a massive 90% majority threshold for the changes to be approved.”

    90% of the membership? 90% of votes cast? Can you expand on how this is being counted?

  2. Andrew says:

    See clause 4 of the current memorandum:

    90% of votes cast by the steering committee (members) present and voting at a properly-convened meeting (AGM):

    Votes are allocated according the voting right policy and will be capped at 3%

    Votes will be counted by independent election scrutineers

  3. Dan says:

    More like a bangle than handcuffs.

    All they have to do is tell us they’re doing something we don’t like in future, there’s no real binding requirement to get members on board with whatever changes they want to make to scope unfortunately.

    It’s a step forward, but only a step.

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