14 Nov update:

14 Nov update: auDA AGM proxies are due in 10 days and the AGM is in 14 days.  Therefore, I have formally requested that this item be removed from the 2016 auDA AGM agenda.

The notice of auDA’s 2016 AGM was emailed to auDA members on Wednesday 2 November 2016; 26 days in advance of the AGM.

Most of the items on the agenda for the AGM are fairly standard.

However, agenda item 6 is a surprise which will leave auDA members with more questions than answers.

6. Special resolution- Clause 18.2(d) Constitution of the Board to increase the number of Independent Directors.

… the notice goes on to explain:

Agenda Item 6- Special resolution to adjust Clause 18.2(d) of the Constitution
As recommended by the Cameron Ralph report on the governance of auDA which was adopted by the Board of auDA on 10 October 2016, it is proposed to amend clause 18.2(d) of the Constitution to increase the number of Independent Directors permissible on the Board from three to four. This will allow for an expanded mix of skills and diversity on the Board, and improve adherence to good governance principles. The amended clause is below and a marked-up version of the proposed amendment to the Constitution is available here.

18.2 Constitution of the Board

The Board shall comprise:

a. four (4) persons elected by the Supply Class Members;

b. four (4) persons elected by the Demand Class Members;

c. the CEO of auDA as a non-voting member of the board; and

d. not more than three four (3) (4) Independent Directors appointed by the elected Directors, for terms not exceeding two (2) years each.

auDA has not published the:

• auDA board 10 October 2016 agenda
• auDA board 10 October 2016 minutes
• Cameron Ralph report on the governance of auDA

Which skills and experience are required to supplement the current elected and independent auDA board members?

Does auDA have any specific prospective independent directors in mind?

Is the current auDA Chairman (Mr Stuart Benjamin) one of the prospective independent director candidates?

Mr Benjamin’s term is concluding as an elected demand class director at this AGM.  Mr Benjamin has not re-nominated for election.

If this resolution is a back door way to parachute Mr Benjamin back onto the auDA board, then that is an abuse of process.

The auDA constitution is explicit on the definition of an Independent Director:

“Independent Director” means a director appointed by the elected Directors, who is a person who:
a. holds no posts in, or is otherwise associated with, auDA, the Registry Operator or any Registrar; and
b. does not have any relationship with auDA or any other person that could, in the opinion of the elected Directors, materially interfere with:
i. the exercise of objective, unfettered and independent judgement by the person; or
ii. the person’s ability to act in the best interests of auDA;
(Inserted by Special Resolution, 14 August 2006)

Therefore, given auDA’s inadequate provision of information to support this significant change I will vote against this constitutional change.

Since the .au Domain Administration Ltd (auDA) Annual General Meeting last year, auDA has shed 67 years of .au experience from the board and executive.

Here is who has parted ways with auDA in the last 12 months:

• Chris Disspain – former CEO – 16 years experience
• Jo Lim – former Chief Policy & Operations Officer – 16 years experience
• Josh Rowe – former demand director – 14 years experience
• Julie Hammer  – former independent director –  9 years experience
• Graham McDonald – former independent director – 8 years experience
• Paul Levins – former demand director – 4 years experience

That is a total of 67 years corporate memory which has been lost.  Thirty-two of those years were from the former CEO and second in charge.

I care deeply about the .au domain name space and this situation worries me.

Here are the issues which are concerning:

1. CEO appointment process was not transparent

It appears that there may be at least one prior relationship between a board member who was involved in appointing the new auDA CEO.

I have not met the new CEO so I am not in a position to judge his suitability for the role.

2. auDA membership base at risk of capture

auDA members have the power to vote people onto the board.

auDA demand class membership is just $22 which makes it enticing for existing or prospective board members to encourage “friends” to become auDA members. The auDA board even agrees with this point.

It would be an interesting exercise to take the current auDA membership list and align their support to current and potential board members.

3. Direct .au registrations are not universally supported

There’s a clear economic motivation for domain sellers for opening .au domain name registrations at the second level, e.g. “yourname.au”.

However, there is not universal support for the proposal.

In fact some suggest consultation with the existing 1,700,000 individual domain name owners was grossly inadequate.

Tough road ahead

I want the .au domain name space to continue to:

“do what it says on the tin”

When you go to a .au website, you can expect that the domain name relates to the product, service, or information on offer. If it doesn’t, you have reliable, responsive complaints mechanisms available to you and rules by which they can be enforced. .au is Australia’s home on the Internet and is widely recognised as such. As an Australian business, community, organisation or individual, you can rest assured that there is a place at .au for you.

To continue to meet this high standard requires a good mix of:

• experienced people,
• thorough processes and
• robust technology.

The rationale for writing this post is because of the significant loss in experienced people at the helm of auDA.

I would not be surprised if more staff depart.

What you can do about it

I will not be seeking nomination for the auDA board.

However, if you’ve read this far then you should.

Nominations must be received by 5pm AEDST, Friday 28 October 2016.

You do not have to be an auDA member to be nominated, but you do need two auDA members to nominate you.

If you want advice about nominating for the auDA board you’re welcome to email me.

Broken processes

28 October Update

A week after Jo Lim left auDA the IANA Admin Contact has not been updated.