The background
We have observed recent challenges to the governance of DotAsia, AFRINIC, APNIC and other Internet community institutions from hostile entities. In the Board’s view, the time is right for DotAsia to reinforce our governance structure to ensure that the organization is not exposed to being captured by bad faith actors.
We also observe and applaud the recent successful resolutions to update the APNIC By-laws (https://www.apnic.net/about-apnic/organization/structure/proposed-by-law-reform-2023/) which goes to address some of the same issues these proposed changes are seeking to address.
What changes are we proposing?
We are recommending changes in five areas:
- To change the terms length of Directors to three years, and rotation cycle with one-third of the Board appointed at each AGM
- To change the number of Directors elected by Sponsor Members (from 8 to 6) and Co-Sponsor Members (from 2 to 3), and introduce one Appointed Director seat
- Introduce new nominee eligibility requirements that would disqualify people from seeking election to the Board for a range of criteria, including if they were in litigation against DotAsia
- Introduce a new Nomination Committee to: test nominees against the eligibility requirements; recommend to the Board the person for appointment to the new Appointed Director Seat; and, oversee & enforce an Election Code of Conduct
- Expand the Board geographic diversity requirements so they cover all DIrectors, but only require three of the four DotAsia sub-regions to be represented
What will these changes accomplish?
We believe these changes will better protect DotAsia against capture by bad faith actors, and improve the overall standard of governance for the organisation.
How do you give feedback?
We are releasing this information today to start the conversation.
Later this month we will release a survey to members, asking for your feedback and current opinion about each proposed area of change.
In October, we will hold an online meeting to report back on the findings of the survey, and discuss any questions or concerns.
You can provide feedback at any time by email to boardsec [at] dot.asia and it will be shared with the Board.
After all this input is taken into account, the Board will update and finalise the proposed changes, and move into the decision process.
Where can I find the details?
We are attaching three documents with details:
- a summary of the changes,
- a Background paper with the reasoning behind these changes, and
- the proposed draft Articles of Association, which would replace the current M&A.
The draft Articles look very different to the current M&A because they have been updated to meet the requirements of the latest Companies Ordinance in Hong Kong, with the draft based on the Companies Registry template.
Watch replay of the face-to-face/online DotAsia Community Engagement session
(Conducted at IGF 2023, Kyoto – 10.09.2023)