Nominet claims effort to replace its board with 'safe hands' is invalid, refuses to put it to member vote The UK’s internet registry operator Nominet has claimed that an effort to remove members of its board and replace them with two caretaker directors is not legal and is refusing to put it to a member vote. The move appears to be a desperate gambit by the organisation’s CEO and non-elected board members to keep their jobs after …
It won't go to court. The angry mob that storms the boardroom & drags out the tantrum throwing hoi polloi will be too busy stringing them up by their bollocks & beating them like cheap pinatas to let them file a suit in the first place.
"You want to cry foul? We've been crying foul for the past decade & you bastards have given us TheFinger the entire time. Go ahead & file suit, we can't wait for the judge to find you all guilty of intentional criminal fuckwitery & demand you be publicly hanged!"
Ok, I'm probably just having vindictive fantasies again, but DAYAM would it be nice if the judge ordered the bailiff to drag the bastards out to the public stocks for repeated floggings.
*Sigh*
I'll go refill my dried frog pills...
"intentional criminal fuckwitery" should absolutely be a felony charge.
Don't know about the flogging but the use of stocks really needs to stage a comeback.
Also require that the miscreants label all their social media interactions, emails, and messages with "<name> was convicted of intentional criminal fuckwitery."
back in the day, I was an electrician, and it was the time of the unions ..................
we held a meeting one day, to discuss the actions of one guy, caught talking to management, out of procedure .............
the charge against him, was one of Gross Sniddery [sp] ffs
But what can you expect from a bunch of self-serving incompetents? "If we are not allowed to play with it, then nobody can play with it". Sounds like a certain ex-world leader. What's next? Are they going to hold the AGM and then claim that even though the votes went against them, they still won?
"But what can you expect from a bunch of self-serving incompetents?"
Never underestimate your enemy even if past performance indicates otherwise. The cabal at Haworth Towers are now laser focussed on survival. If they are as sharp and unscrupulous as I fear they may be - they will have concluded there's not much to be done with the revolting membership. Only to cement the biggies already on the gravy chain and those that they can entice to come on board. They can, I think, united still outvote the revolters. Even if that window of opportunity is getting tighter by the day.
So the pitch is plain to the biggies. If you don't want your gravy chain to go dry - support the board.
Except Haworth needs GoDaddy et al more than GoDaddy et al need Haworth. The uk domain is still peanuts to them. Even taking management time to think about it is problematical. Indeed putting the wholesale price down might seem equally as attractive. I guess we will never know the content of those frantic transatlantic calls to get the US Cavalry come and rescue the King of Nominet from his own countrymen & women.
Whether they can be arsed will decide Nominet's future.
A Nominet Member
I guess we will never know the content of those frantic transatlantic calls to get the US Cavalry come and rescue the King of Nominet from his own countrymen & countryladies.
We'll know how desperate they are when they fly in Rudi Guiliani for a press conference at Four Seasons Garden Centre, somewhere on the Oxford Ring Road
Don't think there's a Four Seasons Garden Centre in Oxford, but Homebase Cowley is right next to the ring road and has a garden centre. Or maybe B&Q in Botley, some B&Qs have garden centre, but I'm not sure this one does, but either way, it is also right next to the ring road.
I am not in this particular part of the industry but it seems to me that GoDaddy et. al. might not want to have the icky brown stuff splash over them even slightly and may simply choose to abstain rather than ending up in a position where they have to defend a position to retain a clearly corrupt board of directors..
This is not in the mainstream news (yet, one hopes) but I suspect there are a lot of very private conversations being had over the possible fall out effects of supporting such leeches.
One can but hope.
There was an article in the Sunday Telegraph on 30th January
https://www.telegraph.co.uk/business/2021/01/30/former-bbc-chairman-joins-bid-oust-board-web-registry/
Presumably in the print edition on 31st January.
Nominet claim that this would disrupt their efforts to secure the NHS.
Not sure how that works. The only involvement they have with the NHS is the registration for the nhs.uk domain name. Subdomains for individual hospitals and so on, such as ouh.nhs.uk, should they want to visit their local hospital, are handled by NHS Digital.
You are assuming that they will allow a vote to remove them, ultimately they can do what they like because the law is set up of leeches like these to earn huge wages,bonus and pensions without any oversight.
Normally with this sort of set up you could complain to whomever gave them the power in the first place
"They really aren't doing themselves any favours, are they?"
Well no, not in the general sense. But as far as these characters see it this is the last chance to stay in a well feathered nest. Their previous actions show that they do not give a damn about the feelings of the general membership, sucking up to and favouring those with the biggest number of votes to ensure that they stay in post.
I did foresee that something like this would happen and I am sure that PublicBenefit.uk will have plans in place against such chicanery but it is disappointing that recourse to litigation looks to be likely just to make sure that member's voices and concerns are heard when anyone with a shred of self-respect would have seen the writing on the wall and resigned.
This is most unseemly but it is par for the course and the sooner these parasites are removed the better for all.
"Nominet’s executives have spent tens of millions of pounds from its monopoly on .uk names on a series of failed commercial enterprises whose finances it has obscured."
Sounds like a forensic financial audit is in order. Has someone had their hands in the cookie jar and they are now desperately trying to hide the fact?
The problem is that while it's obvious who is responsible, it's not at all obvious where the money has actually gone. It might have been flushed down the toilet on stupid investments in schemes that failed to pay off, or it might have been pocketed by certain people who used the stupid investments as a cover to explain where it went. One would indiciate incompetence in running a non-profit that has no reason to be attempting to diversify in the first place, the other would result in serious criminal charges being brought. Hence the need for a proper audit; it's not enough to know that the money has gone and who lost it, you also need to know what they actually did with it.
Having no leadership for a time is less of a problem than you might think, there's certainly going to be no micromanagement after all. As David Graeber pointed out, Belgium even managed to go more than 500 days with no government. No disasters happened.
Unless a company has cash flow issues1 a few months of everyone just getting one with the day job without senior management interfering being proactive will probably improve things.
Belgium shows just how little countries need to be actively managed when they have a competent civil service, when the financial year ended and without anyone able to make decisions I believe they just hit the repeat button on all govt. department budgets and carried on. The departments then also saved the weeks needed to plan around the new figures.2
1Not usually a problem with monopolies
2This might not work twice in a row, no one complained about the lack of tax rises.
It is embarrassing to see how desperate the board are becoming to preserve their job security and £1,700,000 annual remuneration package.
Every day the Nominet monopoly money-making fruit machine automatically pays out with little effort pulling the handle, kerchhhhhhing - paying for the double digit pay increases and bonuses…and failed diversification projects.
Eleanor Bradley on the Board since 2012 (with bonuses) has been comfortable in cushy Nominet for more than 24 years schooled by Lesley Cowley. Little incentive to move on.
On her departure Eleanor Bradley will be exchanging her life in a money-making monopoly for the real outside world. She and the others will be missed for a short while, but no one is irreplaceable. In fact, wasn’t CEO Lesley Cowley off on sick leave for quite a while but Nominet continued to operate without any difficulties.
Actually, Nominet appears to be technically right in this particular case assuming that this is the correct set of articles of association in force (https://media.nominet.uk/wp-content/uploads/2018/06/11091511/Nominet-UK-Articles-of-Association-AGM-2017.pdf)
On the other hand, this just requires that you pass a motion to fire *all* of the existing members of the board at the EGM and then terminate the meeting. (not doing so would leave the outgoing people as chairman of the EGM which could let them cause problems)
Another EGM should be booked immediately afterwards, and you can then take advantage of article 11 (If at any meeting no member of the Board is willing to act as Chairman, or if no member of the Board is present within fifteen minutes after the time appointed for the holding ofthe meeting, the Members present shall choose one of their number to be Chairman of the meeting)
So the meeting then commences, as no members of the board exist then after 15 minutes you can appoint one of your number to be the chairman of the meeting, at which point with a duly constituted meeting you can appoint up to 4 members to the board under article 29. Under article 31 you can also appoint a "person who is willing to act to be a director to fill an Elected Director vacancy". Since the director position would be vacant at this point (having fired them in the previous step) you can do this, and you can then use article 28 to allow the new board members to appoint up to 4 executive members, including the new CEO.
Sorry Nominet; checkmate. You can make the members jump through a few more hoops to get rid of the existing management, but that's all you can do. I'd suggest going with your remaining dignity whilst you still have the opportunity.
Sorry Nominet; checkmate. You can make the members jump through a few more hoops to get rid of the existing management, but that's all you can do. I'd suggest going with your remaining dignity whilst you still have the opportunity.
That's my take. The EGM proposal seemed designed around those issues, ie terminate the old board (with extreme prejudice) and vote in a caretaker board which can then call for new elections to a new board.
Hopefully these antics may be raising a few eyebrows in government as well.
"Hopefully these antics may be raising a few eyebrows in government as well."
What part of government?
Companies House is the regulator as far as company matters goes. It's an agency, i.e. a body enabling HMG to stay at arm's length. I'm not sure they have the right to take an interest until there's a complaint made to them about the board.
But who authorises Nominet to run the registry? Does govt grant them this? If so do they come under Ofcom for regulatory purposes?
Are they authorised by ICANN? If so then it sounds like a case of birds of a feather. Even if that's the case there should still be a case for making them answerable to Ofcom. They're just too significant a part of infrastructure to be left alone.
Are they authorised by ICANN? If so then it sounds like a case of birds of a feather. Even if that's the case there should still be a case for making them answerable to Ofcom. They're just too significant a part of infrastructure to be left alone.
Well, I guess the government could tell ICANN/IANA to delegate everything .uk to some new entity, and then fold Nominet into NewNominet minus it's old board. But that would be a tad.. risky. Plus lots of paperwork and lawyers. But a bit like what the NRA are doing in the US at the moment, ie using bankruptcy as a way to cease it's NY operations and reappear in Texas(?), and dodge NY's DAs and their attempts to regulate/litigate the NRA out of existence in the process. The kind of shenanigans that happens quite a lot during ch.11 proceedings.
But I guess if our government gets fed up, it could throw everything from SFO, company, tax and other investigations Nominet's way, unless the old guard 'volunteers' to step down. One of the perks of being government I suppose.
No.
The Charities Commission oversees registered charities. Charities are not neccessarily not-for-profit organisations. And lots of not-for-profit organisations are not charities.
Nominet used to have a charity and that would have been within the Charities Commission's domain. Excuse the pun. But Nominet shut it down.
Companies House isn't a regulator. It collects fees and publishes data - accounts, directors info - that's submitted by companies, CH doesn't even check the data they're given. It has no authority or ability to investigate complaints either. They didn't intervene when BHS got sold by a tax dodger to a serial bankrupt for £1. So why would CH bother about Nominet's board if they had the ability to do that?
There's nothing in writing authorising Nominet to run the .uk registry: no contract or charter or legislation. There's just a general consensus that .uk should be in the hands of a stakeholder-controlled non-profit organisation that's run for the general benefit of the UK Internet.
The UK does not regulate the Internet. Well, not yet. That means Nominet is not regulated in the way that telcos or broadcasters are regulated. It does however have to comply with various regulations - GDPR, Health & Safety, etc.
ICANN has no oversight or control over ccTLDs. It hasn't authorised Nominet to run .uk, just like it hasn't authorised any of the organisations running any of the other 200 or so ccTLDs.
Nominet is not "too significant a part of infrastructure to be left alone". Take a look at the 2010(?) Digital Economy Act. If Nominet gets into really serious trouble - insolvency, .uk going offline, etc - the government can take .uk away from Nominet and give it to somebody else. That someone else would very probably be a clone of Nominet - non-profit, multistakeholder governance, etc - with a different management team and board.
All of this means there's no point looking for outside actors to impose a solution. Reform has to happen inside Nominet using the company's M&As. That means the membership have to get off their arse and take back control. Which is what is now under way.
If Nominet gets into really serious trouble - insolvency, .uk going offline, etc - the government can take .uk away from Nominet and give it to somebody else. That someone else would very probably be a clone of Nominet - non-profit, multistakeholder governance, etc - with a different management team and board.
That's pretty much what the EGM proposes, just with a lower risk of disruption. Same Nominet, new management till new elections get held.
But this got me thinking about HMG interests, eg-
.gov.uk
.mil.uk
.mod.uk
.nhs.uk
.parliament.uk
.police.uk
Which seems HMG has (or should have) quite an interest in the smooth operation of .uk SLDs. Not sure who runs all of those, eg .ac.uk I think is still managed by JANET.
I guess it would be fun however if all the second & third levels under HMG .uk domains translated into Nominet voting rights. But potentally quite a large stick to beat Haworth etc with.
This post has been deleted by its author
On the other hand, this just requires that you pass a motion to fire *all* of the existing members of the board at the EGM and then terminate the meeting. (not doing so would leave the outgoing people as chairman of the EGM which could let them cause problems
The rules of EGMs are generally that no items other than those on the agenda may be discussed. So having an ousted director in the Chair is not an issue - they can't announce a last-minute item of Any-Other-Business or any other chicanery. You've got resolution 1, resolution 2, and then the meeting closes and they're out.
They cannot legally introduce or undertake any other business during the EGM. You don't need to specifically close the meeting via the motion (i.e. do a procedural Force-Quit).
On the matter of elections, there is some pedantic semantics - namely "elect" vs. "appoint".
The wording of the resolution is to Appoint Lyons and Pawlik as Directors. This might be read as an instruction to the (remaining) Board to Appoint them as Appointed Non-Execs (which the Board definitely can), rather than constituting an election by members (since (a) there can only be four member-elected directors, and those spaces are filled, and (b) the resolution would not constitute an election of the prescribed form).
Per Section 29, you don't need an EGM for the board to Appoint Non-Execs, so the current resolutions are fine. Nominet's whinging that "members may appoint directors only through the elections process specified by our constitution, articles and bylaws, and the maximum number of member-elected Board seats are already filled.” is not relevant. The resolution does not de jure seek to elect board members, merely to instruct the board (which will be predominantly elected directors by then - and granted, this does de facto seem like a bit of a loophole for members to shoe in additional members).
Moreover, there doesn't seem to be anything stopping the remaining Board from appointing Lyons and Pawlik anyway after the EGM, even if they only present the first resolution to the Meeting.
There should be absolutely no need for a second EGM.
Assuming the resolution is read as instructing the board to appoint the members, the board can just ignore it. There are procedures for the appointment of directors in the AoA, which cannot be overridden by a simple shareholder resolution (see Automatic Self-Cleansing Filter Syndicate Co Ltd v Cuninghame - Wikipedia has an entry for it).
If the shareholders can achieve a 75% support, they could of course change the Articles via special resolution and thereby do anything necessary to achieve their goals.
Now that Mr. McCarty's arch-enemy leaved the Presidency of EPO in mid-2018, it doesn't seem the situation at EPO is better, looking at this report:
In this context, the atmosphere at work is deteriorating significantly. It is primarily described as tense (52%), but also confrontational, malicious and aggressive, reflecting the tensions inherent in the organisation of the work and conflicts of values.
I don't see any critical article on EPO's management since 2018. Why this astonishing silence on that situation, when we got many articles criticizing Battistelli?. Why isn't the situation better now that the King has been executed?
Bizarre crosspost is bizarre but I've actually done some work for the EPO (Munich end) so will weigh in.
The organisation is a balkanised hodgepodge of contractors and outsourcers. It is living firmly in the 1990s and reminds me a lot of the end of the Jeff Goldblum "Fly" movie, where it needs to be killed at the end in order for everyone to live happily ever after.
Happy to help.
Enact #1, and then immediately call a second EGM for after lunch and enact #2 then.
They don't need a second EGM. Assuming the Elected Board Members are sympathetic to the cause, then once #1 is enacted and the meeting closes, the remaining Directors can convene a Board Meeting and appoint Lyons/Pawlik as Non-Execs under Section 29 of the Articles. They don't need the Resolution, it's just a nice to have (and would arguably demonstrate the member's will to the Board).
Nominet are right in that the members can't elect any more Board Members. The articles allow for 4 Elected Members, and all 4 slots are occupied. But #2 doesn't seek to elect additional directors, it directs the (remaining) Board to make additional appointments (for which there are/will be vacancies). That probably isn't binding (it would constitute election-by-proxy, certainly against the spirit of the articles and possibly wouldn't hold up in court), but Elected Directors would obviously do well to note a strong preference from the membership!
Yes, i had to laugh at that too. Especially since IF any of those "highly-skilled staff we depend on to maintain the complex registry service we provide" where to decide to leave with the board (how often does that happen except where those "highly-skilled staff" are simply family members given cushy jobs by the board members, and losing them is not exactly a loss), they have to give minimum 2 weeks notice anyway. Probably 3 months if their actually "highly-skilled". So you have plenty of time to get the new board in. No worries.
"
What a pack of complete, utter rsoles they are.
"
A pack of very wealthy rsoles who played he system to line their pockets. And will now delay getting the boot for as long as possible because every month that goes by is an additional paycheque.
The big question is whether they played within the rules or outside the rules. If the latter, they would be a pack of very wealthy *criminal* rsoles, and that would make it possible to recover some of the money they have taken.
one of Nominet’s largest members, Google, has said
So how come Goog has inveigled it's loathly self into this organization ? Do they sedulously try and plant controls in every tiniest part of the Internet ?
.
In its letter to PublicBenefit.uk, the board says: “We invite you to withdraw your request for an EGM.”
For that insolence alone I would destroy them.
"So how come Goog has inveigled it's loathly self into this organization ? Do they sedulously try and plant controls in every tiniest part of the Internet ?"
They are a registry with 78k .uk domains.so they have to be a member to compete. The message is every time you register a .uk domain you empower that registry to act on your behalf with Nominet. It's never good to allow too much power to be accumulated by just a few with greater interests other than the uk internet community. Google, in this case, is probably doing the right thing by standing aside from this battle. I hope the other overseas biggies follow suit - if only for PR reasons.
The Nominet voting system does cap the influence of the biggies. But, perhaps, not enough.
A Nominet Member
As the board seems to be populated with money-grabbing, self serving [expletive deleteds] surely there are some competent techhies there who may be unimpressed and have useful input - probably best to be AC!
Meanwhile nominet has deeper pockets than PublicBenefit and if there's a legal battle we all know what that means - at best draw the battle out for a few years, at worst outspend the competition so they're unable to keep going - rather entertainingly using monies the individual members helped generate.
Anyway, it could be worse, what if Dido Harding was CEO?
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