Proposed Amendments to the DotAsia Articles of Association 2023

by | Sep 19, 2023 | Announcements and Updates..., General Policies, Policy Development

(Last updated on Feb 20, 2024)

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:

  1. To change the terms length of Directors to three years, and rotation cycle with one-third of the Board appointed at each AGM
  2. 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
  3. 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
  4. 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
  5. 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.

First Draft of Proposed Amendments (circulated Sep 19, 2023)

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:

  1. a summary of the changes,
  2. a Background paper with the reasoning behind these changes, and
  3. 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.

Second Draft of Proposed Amendments (circulated Dec 28, 2023)

On September 19, 2023, we sent a package of materials, which was also posted on the DotAsia website, containing significant proposals to change and update DotAsia’s constitutional rules (the Articles of Association).  Between October 7 and 31, 2023, an online survey was set up to obtain further feedback, and on October 9, 2023, a DotAsia Community Engagement session on the proposed amendments was held in conjunction with the IGF 2023 in Kyoto and online.

Positive Feedback Received from Members So Far

First of all, our greatest gratitude to all who provided feedback.   Of the 16 Members we have heard from so far, 12 expressed general support for the proposed amendments, 2 expressed concern and did not support the proposal, and 2 others provided additional suggestions without indicating whether they support the amendments or not.  Based on the positive feedback received from Members, we are proceeding forward with a 2nd Draft of the proposed amendments incorporating updates from the comments collected.

Adjustments Incorporated Based on Feedback Received

The following 4 items are incorporated into the 2nd Draft of the proposed amendments to the DotAsia Articles:

  • Not more than 1 person from the same organization should serve on the Nomination Committee at any time.
  • Nomination Committee members while appointed annually could serve successive terms for continuity of knowledge.
  • Persons on the Nomination Committee should be independent from the Board, and no Board liaisons will be included.
  • Clarification on the process for termination of Membership, and adding explicitly the ability for the Members to resolve to terminate a Membership.

Focusing on Proposed Amendments from the First Draft

Some other suggestions were also received, including: for a smaller Board (as well as for expansion of the Board) than the current 11, for even longer terms such that Board Elections do not have to occur every year, for more Directors being appointed through the Nomination Committee process, for eliminating or restructuring the concept of member categories (Sponsor and Co-Sponsor Members), and changing the election process.  We have considered the different suggestions and believe that further study on the matters will be needed.

Given that the Hong Kong Companies Ordinance was updated in 2014 and some of the Articles in the current DotAsia M&A are outdated, and the vital need to strengthen the DotAsia governance structure to protect the organization, we believe that it is in the best interests of DotAsia to focus on the already proposed amendments with minor adjustments, rather than to incorporate further significant changes at this time.  The other suggestions should be further considered and proposed as amendments in an iterative process for continuous improvement in the future.

Details of the 2nd Draft of the Proposed Amendments and Call for Feedback

We are continuing the conversation on the matter and updated the following three documents with details for your consideration:

  1. An updated summary of the proposed changes
  2. An updated Background Paper with the reasoning behind the changes
  3. An updated draft Articles of Association

Please provide your feedback at any time by email to boardsec [at] dot.asia and it will be shared with the Board by Jan 26, 2024.  After considering the comments received, the Board intends to update and finalize the proposed changes for Member decision in time for a General Meeting of the Members to be scheduled on Feb 26, 2024 (Mon) at APRICOT in conjunction with the AP* Retreat.

Timeline for Board Elections 2024 and AGM

We note that it is a tradition that DotAsia holds its AGM at APRICOT in conjunction with the AP* Retreat.  However, because in response to the Election Committee (EC) Report on the Board Elections 2023, a by-election was held in November 2023, both the annual development of the Board Elections Procedures (BEP) for the Board Elections 2024 as well as the progress of this proposed amendments to the DotAsia Articles were interrupted.

It continues to be the Board’s intention to seek Member approval of the proposed amendments to the DotAsia Articles such that the new Articles will be in place before the next Board Election, to ensure that the reforms strengthening the governance of DotAsia will be in place to better protect the organization.  Furthermore, the EC Report contained recommendations for improvements on the BEP, and it is important that the recommendations be properly considered and incorporated into the BEP for the Board Elections 2024, including adequate time for Member and AC input and Board deliberations, to ensure that the robustness of the BEP is enhanced based on the experience and learning from the formal legal investigations presented in the EC Report.

We have also reviewed legal advice on the matter of the timing for the DotAsia AGM and understood that, in accordance with the current DotAsia M&A (in particular Articles 11 & 37) and the relevant laws in the Hong Kong Companies Ordinance, the DotAsia AGM 2024 should be held on or before May 26, 2024.

The implementation of the EC Report recommendations is now included in the 2nd Draft of the Board Elections Procedures (BGC-004 version 2.0) and posted on the Board Elections 2024 webpage for your comments as well.  Included also on the page is a Draft Notice of Board Elections 2024 which contains the detailed proposed timeline for the Board Elections 2024, and the schedule to call for the DotAsia AGM 2024 on May 23, 2024.

DotAsia Strategic Plan

The changes the Board is proposing both to the DotAsia Articles as well as to the Board Elections Procedures will help DotAsia deliver on its mission and be more accountable to the whole Asia Pacific Internet community.  Towards that end also, we are publishing for the first time a draft Strategic Plan for your feedback.  You can find further background and information about the development of the Strategic Plan on the webpage.

We welcome your scrutiny and input on all aspects of:

We thank you for your continued support for the DotAsia works and look forward to your comments, questions, and feedback.

Final Draft of Proposed Amendments (circulated Feb 2, 2024)

DotAsia is in a process of discussion with members about important changes to strengthen its governance, and modernise it consistent with current Hong Kong standards.

As part of this, a new ‘Articles of Association’ is needed for the company. We began consulting you on this last year, and this is the important next step in the process – heading towards a decision by members at the end of this month.

This note sets out the background, links to the details, and is the call for meetings on 24 and 26 February. Please read.

Reminder of the background

On December 28, 2023, a 2nd Draft of the proposed amendments to the DotAsia Articles of Association was circulated to DotAsia Members and posted on the DotAsia website for further community feedback.  At the same time, the Board sought legal advice on the proposed amendments as it is implemented into the draft amended Articles of Association.

Legal Advice and Comments Incorporated into Final Draft

Based on legal advice received, 3 areas of adjustments were introduced to the Final Draft of the proposed amendments to the Articles:

  • A clarification on the Member termination process, specifying that the violation of DotAsia’s Code of Conduct may subject a Member to expulsion is included.
  • A new provision added to specify that future amendments to the DotAsia Articles Association require a majority of 75% of Members irrespective of Membership categories.
  • Minor adjustments were identified, including the elimination of redundancies, the correcting of numbering and references, improving the legal clarity of language, and use of terminology that is made consistent, such as the use of “Clause” vs. “Article”, etc., most of which related to the updated Hong Kong Companies Registry template.

Details of the Final Draft of the Proposed Amendments

The following three documents are the Final Drafts for the Proposed Amendments:

For your reference, the adjustments from the 2nd Drafts are included in the following redlined documents as well:

Call for Extraordinary General Meeting at APRICOT 2024

As emphasized with the 2nd Draft of the Proposed Amendments, it is the Board’s intention to seek Member approval of the proposed amendments to the DotAsia Articles such that the new Articles will be in place before the next Board Election, to ensure that the reforms strengthening the governance of DotAsia will be in place to better protect the organization.

The timeline for the Board Elections 2024 is included in the Draft Notice of Board Elections, and posted on the Board Elections 2024 webpage, along with the updated Board Elections Procedures incorporating all recommendations from the Election Committee (EC) Report received in Nov 2023.  The Nominations and Voting Periods will be conducted between March and May 2024, with a schedule to convene the DotAsia AGM 2024 on May 23 (Thursday), 2024.  Final Draft of the Board Elections Procedures (BGC-004 version 2.0) is also posted, along with an updated timeline for the Board Elections 2024, and the schedule to call for the DotAsia AGM 2024 on May 23, 2024.

This circular serves also as the formal call for the Extraordinary General Meeting (EGM) when we will seek Member consideration of the Proposed Amendments:

Date: February 26, 2024 (Mon)
Time: 09:00 – 11:00 UTC (Local time: 16:00 – 18:00 UTC+7)
Where: Meeting Room – Atheneum 3, Athenee Hotel Bangkok
Online Participation: https://egm.dot.asia  (Meeting link will be available on Feb 26)

In accordance with the current DotAsia Articles, prior to the EGM, we are also calling for separate general meetings of the Sponsor Members and Co-Sponsor Members respectively to discuss and consider the Proposed Amendments:

Date: February 24, 2024 (Sat)
Co-Sponsor Member General Meeting
Time: 04:00 – 05:00 UTC (11:00 – 12:00 UTC+7)
Online Participation: https://egm.dot.asia  (Meeting link will become active on Feb 24)

Date: February 24, 2024 (Sat)
Sponsor Member General Meeting
Time: 05:00 – 06:00 UTC (12:00 – 13:00 UTC+7)
Online Participation: https://egm.dot.asia  (Meeting link will become active on Feb 24)

Since a new provision is added to specify that future amendments to the DotAsia Articles Association require a majority of 75% of Members irrespective of Membership categories, which was not included in the First and Second Drafts, we will be putting forward two separate resolutions:

Resolution 1:  Adoption of the proposed amendments to the DotAsia as circulated to Members and posted on the DotAsia website at: https://www.dot.asia/proposed-amendments-to-the-dotasia-articles-of-association-2023/

Resolution 2: Adoption of the proposed amendment adding Article 33(3) to clarify that future amendments to the DotAsia Articles should require a majority of 75% of all Members irrespective of categories of Membership.

EGM Agenda and DotAsia Strategic Plan

Following the tradition of the DotAsia AGM, the EGM will be held on Feb 26, 2024 at APRICOT 2024 immediately following the AP* Retreat program.  The agenda of the EGM will include the consideration of the Resolutions above as well as many of the components of the DotAsia AGM:

  1. Administrative Welcome
  2. Board Chair Opening Remarks
  3. Resolutions on Proposed Amendments to the DotAsia Articles of Association
  4. Board & Board Committee Reports
  5. .Asia Registry Backend Provider Report
  6. Financial Report 2022-2023
  7. DotAsia Highlights 2023
  8. DotAsia Strategic Plan Discussion
  9. Joint Dinner with AP* Retreat

The changes the Board is proposing both to the DotAsia Articles as well as to the Board Elections Procedures will help DotAsia deliver on its mission and be more accountable to the whole Asia Pacific Internet community.  Towards that end also, we have published a draft Strategic Plan for your feedback.  We will take the opportunity at the EGM to listen to your input as we look to put the plan into action.

We thank you all who have provided feedback and constructive suggestions to the Proposed Amendments to the DotAsia Articles, many of which have been incorporated into the Final Draft, and look forward to your support for their adoption at the upcoming general meetings.

 

NOTE: Minor typographical errors in the Final Draft of the Amended Articles were identified and corrected on Feb 20, 2024 and the files for the above links updated correspondingly. In particular, a mistyped reference in Article 23(h)(ii) for “Nomination Committee” (instead of Electoral Committee) and the period (instead of comma) at the end of the sentence were corrected.

Watch replay of the face-to-face/online DotAsia Community Engagement session

(Conducted at IGF 2023, Kyoto – 10.09.2023)