Nominet Members
The changes proposed by Special Resolution 6 will greatly reduce members' influence at Nominet and risk un-elected directors to controlling Nominet

An apparently innocuous change, Special Resolution 6 will severely limit members rights and give the Nominet executive overriding control over the direction of the organisation. If passed the executive may be able to run the organisation without a mandate from the membership.

If this resolution is passed there would then be a board consisting of:

2 executive directors (not elected at all!)
2 non-executive directors (not elected - appointed by the board)
4 elected non-executive directors
- casting vote with unelected chairman

Theoretically the membership's 50% of the board could then be overruled by the chairman's casting vote, and in any case the influence of the directly elected members would be severely reduced.

Although the appointed directors might well be ratified at an AGM by the membership, a confirmation procedure is very different from an open election and would in practice mean that board appointees are confirmed. There is the world of difference between an open election and being offered a single candidate and saying "yes" or "no" to them.

Special Resolution 6 must be defeated because:

  • The day to day management is the duty of the executive.

  • Strategic direction is the duty of the board of directors.

  • Appointing Directors is the duty of the members.

Nominet are actively telephone canvassing the membership now asking them to vote in favour of the resolution by voting online, or return their postal vote. Nominet employees have been instructed to ask members "can we rely on your support?" Some people are uncomfortable with the organisation canvassing in this way.

The following people have indicate the opposition to this resolution and their intention to vote against it:

Robert Fox, BB Online UK Limited, Tag: BBONLINE
Ian Taylor, SYS3 Limited, Tag: SYS3
Andrew Baynes, Medhurst Communications Limited, Tag: MCL
Darren Brown, OrbitalNet Ltd, Tag: ORBITALNET
Kathy Duthoit, Netsite Ltd, Tag: NETSITE
Martyn Routley, Invictawiz limited, Tag: INVICTAWIZ
John Stapley, NSM (Sidcup) LTD, Tag: NSM-SIDCUP

Anonymous signatories = 20

Total Number of signatories = 27

(All anonymous signatories have had their TAGs verified before inclusion.)

If you are also against Special Resolution 6, Please sign up here:

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The actual wording of the special resolution 6 is as follows:

To approve the adoption of the amended article provisions in respect of the Board's ability to appoint two non-executive directors

Article 26 will read as follows if it is passed:

26. Number of directors:

26.1 Unless otherwise determined by ordinary resolution there shall be a maximum of eight directors, up to six of which shall be non-executive directors and up to two of which shall be executive directors.

26.2 Such directors shall be appointed as follows:

(a) the executive directors of the Company (including the chief executive) shall be appointed by the Board (the "Executive Directors");

(b) subject to Article 34, up to four non-executive directors shall be elected by the Members (the "Elected Directors"); and

(c) up to two non-executive directors shall be appointed by the Board (the "Appointed Directors") subject to such appointments being approved by the Members in general meeting at the next Annual General Meeting of the Company.