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Nominet are currently saying the second resolution (to appoint new directors) is invalid. More background from Kieren McCarthy: First: https://www.theregister

Nominet are currently saying the second resolution (to appoint new directors) is invalid. More background from Kieren McCarthy: First: https://www.theregister.com/2021/01/31/nominet_board_vote/ https://www.theregister.com/2021/01/31/nominet_board_vote/ Most recent: https://www.theregister.com/2021/02/17/nominet_vote_lawsuit/ https://www.theregister.com/2021/02/17/nominet_vote_lawsuit/

Mauricebranagh 6y ago
I find the executives legal arguments on motion 2 "not readily believable" The EGM could suspend various bits and appoint the two proposed directors pending an election for example. Its telling the executive has not actually quoted or explained its reasoning. Maybe I should get Ivan to propose me as a board member :-)
g_p 6y ago
In a way this shouldn't be too important. Even if the second resolution can't be put at the EGM, the first can still pass and remove the people who are the root of the problems. I don't think anyone is really concerned about removing the problem directors without replacement right now. The board would then be under the control of reliable individuals, who could immediately convene a new meeting under whatever normal rules would stand, having removed the problematic directors. The organisation would therefore seem able to operate absolutely fine without the problem directors. I understand this is the current plan - this seems like a last-ditch attempt to stay in power, but there isn't a hard-and-fast need to install new directors to complete the removal.
- mjw1007 6y ago
  Is it clear that the remaining directors (the elected ones) are reliable individuals? The letter from the board says "the Board is unanimous in its view that Simon’s proposed resolution should be rejected", so it seems possible to me that if the first resolution passes the remaining members won't act in accordance with the EGM's wishes.
  - Mauricebranagh 6y ago
    Ok new EGM and replace the lot
  - g_p 6y ago
    I wouldn't assume a "unanimous" statement from the board was genuinely unanimous at this point. It's clear the executives at Nominet are hell-bent on trying to cling on through any means possible, including deception. They are willing to shut down any form of communication between members that isn't in their interest. It wouldn't be the first time they were just saying anything they thought would save their skin. I'd be wondering what weasel-word definition of unanimous could have been concocted in this context. Perhaps they mean unanimous based on members of the board present at a meeting where quorum was established, but none of the elected members were present? It was therefore the unanimous view of the board (if the board was quorate without any elected members present) In any case, removing the unelected members will make clear to the elected members (who are accountable to the membership if they want re-elected) that the tide has changed. If they don't like it, they can be de-elected too per the articles of association as well, I would presume.

Mauricebranagh 6y ago

I find the executives legal arguments on motion 2 "not readily believable" The EGM could suspend various bits and appoint the two proposed directors pending an election for example. Its telling the executive has not actually quoted or explained its reasoning. Maybe I should get Ivan to propose me as a board member :-)

g_p 6y ago

In a way this shouldn't be too important. Even if the second resolution can't be put at the EGM, the first can still pass and remove the people who are the root of the problems. I don't think anyone is really concerned about removing the problem directors without replacement right now. The board would then be under the control of reliable individuals, who could immediately convene a new meeting under whatever normal rules would stand, having removed the problematic directors. The organisation would therefore seem able to operate absolutely fine without the problem directors. I understand this is the current plan - this seems like a last-ditch attempt to stay in power, but there isn't a hard-and-fast need to install new directors to complete the removal.

mjw1007 6y ago
Is it clear that the remaining directors (the elected ones) are reliable individuals? The letter from the board says "the Board is unanimous in its view that Simon’s proposed resolution should be rejected", so it seems possible to me that if the first resolution passes the remaining members won't act in accordance with the EGM's wishes.
- Mauricebranagh 6y ago
  Ok new EGM and replace the lot
- g_p 6y ago
  I wouldn't assume a "unanimous" statement from the board was genuinely unanimous at this point. It's clear the executives at Nominet are hell-bent on trying to cling on through any means possible, including deception. They are willing to shut down any form of communication between members that isn't in their interest. It wouldn't be the first time they were just saying anything they thought would save their skin. I'd be wondering what weasel-word definition of unanimous could have been concocted in this context. Perhaps they mean unanimous based on members of the board present at a meeting where quorum was established, but none of the elected members were present? It was therefore the unanimous view of the board (if the board was quorate without any elected members present) In any case, removing the unelected members will make clear to the elected members (who are accountable to the membership if they want re-elected) that the tide has changed. If they don't like it, they can be de-elected too per the articles of association as well, I would presume.