back to article Big problem: Nominet members won't know how many votes they're casting in decision to oust CEO, chair

By being uncooperative and opaque, Nominet is opening itself to allegations that it manipulated the outcome of next week's vote to fire its CEO and board chairman. In a call on Wednesday, just two working days before Monday’s crunch vote by members on the fate of the board, Nominet’s company secretary Rory Kelly told Krystal …

  1. Victor Ludorum

    Moving the goalposts

    This is not just moving the goalposts on an almost daily basis, but Haworth et al seem to have picked up the ball, punctured it and chopped it into tiny pieces. And who knows how much they're hoping to bribe the ref with. Next they'll be [REDACTED - don't want to give them any more ideas].

    1. Eclectic Man Silver badge

      Re: Moving the goalposts

      @ Victor Ludorum : The goalposts are an illusion.

      Clearly the prime concern of the Nominet management is to retain their jobs. One wonders if the strategy outlined in the article is actually legal, although it is interesting that the votes cast can be recounted in detail a mere 2 hours after the voting closes, but not before voting commences. Even if it is difficult to determine the number of votes due to the complexity, they could state which day's data they would use in advance so that they could not be accused of 'manipulating' the results in their favour.

      I remember when Halifax changed from a building society to a bank. The number of share I received depended on my account balances on two specific days. The day before each of those dates I had taken £1000 out of the account to pay some bills, and about there days after, due to being paid, I had returned the money. But, hey I'm not paranoid.*

      *(They really are out to get me.)

    2. HildyJ Silver badge
      WTF?

      Re: Moving the goalposts

      Just when you thought it couldn't get any weirder.

      I'm less concerned that you will 'give them any more ideas'. I worry that they're giving Donald and Boris ideas.

  2. Whitter

    Personal interests well before corporate

    Once ousted, their behaviour should be audited to establish if they can ever be described as "fit and proper" to hold any executive post, anywhere, ever again.

    1. ADomainRegistrar

      Re: Personal interests well before corporate

      And if there's foul play Nominet should claw back some of those excessive bonus payments..

    2. don't you hate it when you lose your account

      Re: Personal interests well before corporate

      Once found to be totally untrustworthy a successful life awaits in politics

      1. Terry 6 Silver badge

        Re: Personal interests well before corporate

        It seems to be more the other way round. That a career in dodgy double dealing politics leads to a nice niche in corporate boardroom sinecures, tbh.

    3. Gordon 10 Silver badge

      Re: Personal interests well before corporate

      Once ousted I would seriously recommend they use some of the money saved from their enormous salaries to fund a forensic accountant to go over the books with a fine tooth comb.

      Whats the betting if they haven't already there are massive golden parachutes built into the CEO's contracts?

      Its also seems possible that the board has failed in its duty to hold the management to account. There should be an investigation and a recommendation that those doing so are barred from holding board positions again.

  3. Pascal Monett Silver badge

    "That's not to say this manipulation will happen"

    Of course not, you counldn't publish that without being liable for a libel suit.

    However, given the Board's track record up to now, I'm pretty sure they are preparing everything they can to tweak the results and find "a few more votes" in their favor.

    1. Anonymous Coward
      Anonymous Coward

      He will know the votes, opponents will not

      I bet that the Nominet CEO know who has how many votes, because he will be lobbying the big voting blocks not the little fish. He doesn't want you opponents to convince those big voters to swing their way.

      That's the game here I think.

      Create asymmetric information advantage for himself so he knows who to lobby.

      I suggest a lawsuit, really this is beyond a joke, if he cannot run a vote consistent with their normal voting practice, how can he run a company? We get that his remuneration has gotten so out of hand, its in his interests to play games like this, and the board should be ashamed for letting it get this way, but his duty^h^h^h^h LEGAL OBLIGATION, is to the company not to himself.

    2. Zippy´s Sausage Factory

      Re: "That's not to say this manipulation will happen"

      Of course, nobody can say what will happen.

      But if the man at the door announces that a duck has come to visit, and you hear a quacking sound as the door opens...

      1. sev.monster Bronze badge

        Re: "That's not to say this manipulation will happen"

        Every time I read an article about Nominet, someone, somewhere pushes on a bin full of duck chew toys.

  4. Anonymous Coward
    Anonymous Coward

    I don't know why....

    people thought that Nominee would lose this vote. There was only one way this was ever going to go, given the opaque and corrupt nature of the board.

  5. Anonymous Coward
    Anonymous Coward

    Breech of UK Company Law?

    Sounds as if Rory Kelly doesn't understand the legal obligations of the Company Secretary; it does seem Nominet's management are looking to breech UK company law. Counting the votes is part of the normal EGM agenda, so those two hours Civica say then need are part of the EGM and have to occur before the result of the vote is formally announced to the EGM. Otherwise, the motion passes or falls on a simple show of hands.

    Additionally, (might have missed this) have Nominet authorised a date on which the register is closed, they need to do this before the poll vote, which given they are already allowing members to register their votes, must have already happened...

    1. Jellied Eel Silver badge

      Re: Breech of UK Company Law?

      ...Otherwise, the motion passes or falls on a simple show of hands.

      ...we understand Kelly told him Nominet may not be able to do so because of technical limitations...

      This has shades of.. err.. another recent election. It doesn't just have to be fair, it should be seen to be fair. But also demonstrates why there's a need for hempenreform*. So Nominet's a technical function responsible for maintaining and billing for domain names. Those names need registrar tags, tied to, well, registrars so they can be billed. It's known for a while the EGM is approaching. It sounds like a simple bit of Perl to count names & tags.

      It could have tabulated those and published voting rights with the EGM notice. Or even when the agenda was published. Or, there's this new fangled thing called the 'Web' that would allow tabulation and dynamic updating of a 'web page'. All that's needed is a point in time where the vote allocation is set & frozen. I guess Nominet's just being thorough and making sure voting allocations are correct at the exact moment those votes are needed. I mean recorded and counted. And like with other e-voting systems, challenging the data can be tricky, especially if it's not published.

      T'other issue is agendas again. So it's an EGM, called for a specific purpose, and it's not allowing the entity that called for the EGM to speak. Or membership to ask questions. But the show of hands will prove useful. The board and large members can vote with both hands, other members votes will not be counted on account of not being present physically or virtually at the EGM.

      *Old management term for applying hemp whilst conducting a root & branch review. Also part of the origin of the phrase 'Get knotted!'.

    2. Snake Silver badge

      Re: Breech of UK Company Law?

      This broaches the exact topic I was going to bring up. In the U.S. companies must have bylaws for voting and must abide by those established bylaws as a legal requirement. A company cannot modify the operation of a vote, the policies written in the bylaws, without adequate notice to the voting bloc and allow for comments and / or debates.

      I feel that Nominet is truly pushing the boundaries of legalities in much that they do.

      1. Gordon 10 Silver badge

        Re: Breech of UK Company Law?

        I had a quick skim of their Articles of Association and at first glance it seems to be a bit of a grey area. Link below for masochists who like reading this stuff.

        https://www.nominet.uk/corporate-governance/memorandum-and-articles/

        1. Roland6 Silver badge

          Re: Breech of UK Company Law?

          Clause 5.3 of the AoA looks as if it might be useful in bringing the EGM to an early close if things aren't going the chair's way...

          Clause 11 looks useful, if you can arrange for relevant board members to be absent...

          But the most interesting is it seems the "rigged" voting system can only apply if there is a majority show of hands in the hall for a 'poll', otherwise the motion is passed on a simple show of hands.

          Recommend those attending read these documents as they are going to have to use all the procedural devices available to steer the EGM to a successful YES outcome, as you can expect the Chairman of the Board and the Board to being doing similar to get the result they desperately want.

    3. Alan Brown Silver badge

      Re: Breech of UK Company Law?

      "Sounds as if Rory Kelly doesn't understand the legal obligations of the Company Secretary"

      It's looking more and more like DOMAINZ/ISOCNZ all over again

      Next stop for Russell Haworth - ICANN chair?

  6. This post has been deleted by a moderator

    1. TonyJ

      Re: You know what will be transparent?

      "...The angry mob breaking down your doors to drag you out, hang you from the nearest lamp post, & set your worthless arses on fire.

      I'll be on the sidelines selling sausages in a bun, popcorn, camp chairs, Smores ingredients, flaming torches, buckets of pitch, & any other thing I can make a profit offering to said mob.

      Signed, CMOT Dibbler..."

      Sausages on a stick, surely??

      1. Wellyboot Silver badge

        Re: You know what will be transparent?

        sausage ina bun

        Ingredients of said sausage should not be made known to anyone squeamish

        1. Ozzard

          Re: You know what will be transparent?

          "Real pork?"

          "Well, genuine pig product!" said Dibbler.

          1. sev.monster Bronze badge

            Re: You know what will be transparent?

            And how filthy rich were the pigs? I hear the richness comes out in the flavor of the meat.

  7. Aladdin Sane

    Wretched hive of scum and villainy.

    Allegedly.

    1. WolfFan Silver badge

      The firm of Dewey, Chetham, and Howe have been retained by the Mos Eisley Chamber of Commerce and will vigorously contest any attempt to sully the good name of Mos Eisley by attempting to link the name, description, or any other characteristics, of Mos Eisley with the current board of Nominet.

      Thank you for your time. Good day.

      1. Rameses Niblick the Third Kerplunk Kerplunk Whoops Where's My Thribble?

        Dewey, Chetham, and Howe

        Didn't they recently successfully defend the building firm "Bodgeit & Runn"?

        1. 0laf

          And the Scottish branch - Bodgit and Leggit

        2. Chris G Silver badge

          Dewey, Chetham, and Howe as far as I know, they frequently team up with Golightly & Steele when on bigger jobs.

          1. Anonymous Coward
            Anonymous Coward

            Not to forget their esteemed competitors: Soo, Grabitt & Runne

      2. sev.monster Bronze badge
        Pint

        Brilliant. Took me a second. This is for you -------------------------->

    2. Aus Tech

      Now, now, we are not in Mos Eisley on Tattoine, in a Galaxy far, far away . . .

  8. Steve Kerr
    WTF?

    Tin pot dictators

    I've not seen this much ballot stuffing and vote rigging since I last looked at the voting outcome in some tin pot dictatorships

    1. MrBanana Silver badge

      Re: Tin pot dictators

      I think even some tin pot dictators will be raising their eyebrows at these shenanigans. Certainly a number of them will be taking notes on how to organise a "vote".

    2. Vometia Munro Bronze badge

      Re: Tin pot dictators

      Reminds me a bit of the Students Union elections when I was at college back in the middle ages. The incumbents' mates organised the polling and were conspicuously doing "sorry, the polls have just closed!" as soon as a group of engineers or techies turned up but reopened them to their mates and hangers-on once the nerds had left the building. They weren't even at all subtle about it. Unsurprisingly, results were... well, unsurprising, so we had yet another year of them not representing the students. :|

  9. Missing Semicolon Silver badge
    Unhappy

    The yes vote had better win this time,

    or the incumbents will simply ensure that this can never happen again. Requiring a supermajority, perhaps, or disallowing EGMs, or something.

  10. jonathan keith

    WTAF?

    At what point does this behaviour change from "outrageous barefaced affrontery" to "criminal"?

    1. A.P. Veening Silver badge

      Re: WTAF?

      I think it already did ... several years ago.

  11. Anonymous Coward
    Anonymous Coward

    Is the Nominet Board

    taking lessons from Nicola Sturgeon?

    1. Gordon 10 Silver badge

      Re: Is the Nominet Board

      You mean getting your pal in London to raise unsubstantiated allegations under parliamentary privilege, knowing full well that the Scottish MSP's dont have that same advantage (which is what all the redactions were about) - because the Scottish Parliament doesn't have that privilege, thus they are at risk of Contempt of Court, unlike Westminster.

      A fact all the opposition MSP's on the committee and Salmond knew, but were careful not to acknowledge in public so as to stir the waters.

      Sturgeon's a leading politician who probably didn't get to where she is by keeping her hands clean but at least she appears to have kept them to herself, unlike Salmond.

      The rest of them dont give a damn about the women involved being abused again, as long as they have a stick to beat the SNP with prior to an election that could lead to an SNP majority, which would lead to all the laughably called unionist parties reaping the Brexit whirlwind in the finest piece of political karma the rUK has seen for a century. I for one will be bringing the popcorn.

      In short - go away troll.

      1. Anonymous Coward
        Anonymous Coward

        Re: Is the Nominet Board

        Sturgeon's a leading politician who probably didn't get to where she is by keeping her hands clean but at least she appears to have kept them to herself, unlike Salmond.

        That might be true. However Sturgeon has repeatedly lied to the Scottish Parliament, blocked and withheld evidence from the inquiries into her misconduct (and lied about doing that). She's abused the integrity of the Crown Office to undermine these inquiries and intimidate people who try to report the truth of her sleaze and corruption. That's why David Davis used parliamentary privilege to get some of this information into the public domain. So who's the bigger crook Salmond (who was exonerated in court) or Sturgeon (who is doing everything possible to avoid court)? Who's the bigger threat to Scottish public life?

        WTF has Sturgeongate got to do with the latest Nominet clusterfuck anyway?

        1. Gordon 10 Silver badge
          Happy

          Re: Is the Nominet Board

          Don’t ask me AC you brought Sturgeon into the mix in the first place ;)

  12. Anonymous Coward
    Anonymous Coward

    The real story?

    Perhaps the Board have previously done some "very bad" things and this is their last ditch attempt to prevent discovery. Otherwise none of their behaviour makes much sense.

    1. Wellyboot Silver badge

      Re: The real story?

      It's simple greed, they wish to continue

    2. cipnt

      Re: The real story?

      Once you apply for mortgage and car finance based on a £1 million annual income it can be a slight inconvenience to downgrade

      1. R Soul

        Re: The real story?

        Why would Russell Haworth need to borrow money for a £1M house or gold-plated Ferrari? Surely Nominet's given him more than enough dosh to pay cash for these things?

        Mind you if he does get sacked next week, I suppose that could upset his plans to buy a small country.

  13. Aristotles slow and dimwitted horse Silver badge

    Confucious, he (might) say...

    If vote look rigged to benefit party with most to lose, then vote rigged to benefit party with most to lose.

  14. 0laf

    What is the legal recourse for a determined board of dubious morality and questionable legality that chose to (allegedly) abuse power in order to bunker down and extract liquid assets from such an organisation?

    1. Nick Ryan Silver badge

      Become notable donors to political parties?

  15. tel2016

    If the vote fails

    then can't the Nominet members arrange to visit (virtually probably) their respective local MPs when they hold their surgeries.

    Do the visits simultaneously (within a period of a week or two), telling the MPs it's being done countrywide, so they'll know this isn't an isolated case and will talk to other MPs about it, with the aim of getting it raised in Parliament. Surely a large proportion of MPs can be covered this way?

    This is not a party-political matter, so it's one of those rare occasions when politicians can come together and actually do something useful, rather than the usual squabbling amongst themselves.

    1. This post has been deleted by its author

    2. Anonymous Coward
      Anonymous Coward

      Re: If the vote fails: APIG?

      Does the All Party Internet Group (APIG) still exist? used to do some useful stuff...

  16. Doctor Syntax Silver badge

    Perhaps Companies House should be requested to send along an observer.

    1. Anonymous Coward
      Anonymous Coward

      Perhaps you will one day understand what Companies House can and can't do.

      It has no role or responsibility whatsoever in how a company is run or what happens at an AGM or EGM. The only thing Companies House can do is publish company info - accounts, directors details - and impose penalties when these don't get filed on time.

  17. jason_derp Silver badge

    Host your own E3

    Does Blackler have access to the list of Nominet members? Perhaps he should host his own little event outlying his position so people can ask questions. Invite the executives obviously, but only as a formality. Make it very clear why the event needs to held that way, too.

    Point out that the boards inability to operate the technology required to perform administrative functions as further evidence they need replacing, along with their unwillingness to cede even the most pedestrian QOL requests from its members.

  18. DS999 Silver badge

    Donald Trump must wish

    That he could run elections the way these guys do. He'd have won every state by a landslide!

    1. Anonymous Coward
      Anonymous Coward

      Re: Donald Trump must wish

      Trump did win every state by a landslide! Rudy Guiliani and Fox News said so.

  19. ElectricPics

    Nominet seem to be run on the lines of rather too many local authorities led by piffling little pound shop dictators that view democracy and transparency with the same enthusiasm as that Lukashenko chap.

  20. older'n'dirt

    Companies Act

    Chartered Secretary here (but not in the UK), FCIS, see posting name ;-)

    Anyway, it's 'unusual' (save for mutual investment entities, which enjoy their own body of law) for companies incorporated by guarantee to give members preferential voting rights (which would constitute an apportionment of interests), as this seems to do, awarding votes based on registrations. The Members of guarantee companies have joint and several liability on insolvency, so an unequal distribution of voting rights would seem inequitable on its face.

    Further, the notion of a superior interest by one or more members is generally foreign to any charitable undertaking, although a class of members may have super-majority rights (usually constructed to give big donors the right to veto a change of purpose or a substantial distribution of assets). However, I am given to understand that all members are of the same class.

    Finally, it may be that it is expressly prohibited, see Ch1, S5 SS3 of the Companies Act 2006 below:

    "5 Companies limited by guarantee and having share capital

    (1) A company cannot be formed as, or become, a company limited by guarantee

    with a share capital.

    (2) Provision to this effect has been in force—

    (a) in Great Britain since 22nd December 1980, and

    (b) in Northern Ireland since 1st July 1983.

    (3) Any provision in the constitution of a company limited by guarantee that

    purports to divide the company’s undertaking into shares or interests is a

    provision for a share capital.

    This applies whether or not the nominal value or number of the shares or

    interests is specified by the provision."

    The behaviour of the Company Secretary is most unusual, and indeed suspicious. Generally, in the event of a members' meeting (AGM or EGM) the Directors set a 'record date' some days prior to the meeting to allow certainty when tabulating eligible members and to declare who is and who is not a member for the purpose of voting at the meeting. This should comprise a formal board resolution and the date should be publicized. Unless the bye-laws of the company expressly permit the suppression of information about voting rights (which in itself would be highly unusual), I do not think that the stand taken by Nominet's Company Secretary and Board would prevail in court, this is, after all, one of the reasons registers of Members are public documents.

    Anybody got a copy of the Articles? I'd love to have a look.

    I'll have a further plow through the Companies Act, but at first glance, there would appear to be multiple grounds for a legal challenge just on the face of what's been disclosed in this article. I'm pretty sure a court would allow an independent audit of the vote calculation just based on the seemingly furtive and highly unusual behaviour of the executive to this point.

  21. electricmonk

    @older'n'dirt: Mem & Arts are on the website:

    https://www.nominet.uk/corporate-governance/memorandum-and-articles/

    You may also need to look at the Voting Rights bye-law. I could swear that when I looked the other week there was a link to that in the Governance section of the website, but I can't find it now. (Hmm.) However a Google for Nominet voting rights bye-law will come up with the pdf.

    I believe the voting rights have operated in roughly this way since the company was set up , so it would be surprising if none had pointed out the problem before now. I suspect the key point is that voting rights are not the same as interests or shares. Having more votes does not give you a bigger stake in the company's value. Regardless of the number of votes they get in a general meeting, each member has the same £10 liability and no rights to the company's assets.

    (IANAL nor indeed a qualified company secretary, just an ex-trustee of a charity that was a membership company limited by guarantee.)

    1. Jellied Eel Silver badge

      Equal rights

      I believe the voting rights have operated in roughly this way since the company was set up , so it would be surprising if none had pointed out the problem before now. I suspect the key point is that voting rights are not the same as interests or shares.

      I'm pretty sure it was one member, one vote originally, and one of the previous big controversies was changing the voting system to favour large resellers. I think the 'interests' point was raised then as the change obviously favoured those interests. Having a few large voting blocs allowed Nominet to be swayed in the direction those blocs wanted, eg the introduction of new .uk subdomains obviously benefitted Nominet and the 'big 10' resellers, and lo, it came to pass.

      1. Roland6 Silver badge

        Re: Equal rights

        "I'm pretty sure it was one member, one vote originally, and one of the previous big controversies was changing the voting system to favour large resellers."

        Well in the Articles of Association dated 1996 - currently available from NominetUK, the only avenue for a modified voting system seems to be via the 'poll' vote. It seems votes are on "a show of hands" and only going to poll if there is a majority show of hands for a poll vote...

    2. sitta_europea

      [quote]

      I could swear that when I looked the other week there was a link to that in the Governance section of the website, but I can't find it now. (Hmm.)

      [/quote]

      Check the wayback machine?

  22. Anonymous Coward
    Anonymous Coward

    Haworth seems to have adopted the Trump approach to vote counting.

    Going forward we need to know which registrars voted against so end users can move our domains elsewhere, probably a good move anyway because in my experience such a move delivers benefits in terms of cost and service too.

  23. sitta_europea

    Nothing that the board of nominuts do would surprise me, short of them being honestly even-handed and acting in the public interest.

  24. This post has been deleted by its author

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