Consultation

Proposed Revisions to the Bye-Law for the Election of Non-Executive Directors

About this consultation

Nominet is consulting its members on proposed revisions to the Bye-Law for the election of non-executive directors (the “Election Bye-Law“). This page explains what is proposed and why, sets out the timetable for the consultation, and asks members to respond to a single consultation question and provide any additional comments.

A redlined comparison of the current and proposed Election Bye-Laws accompanies this consultation. It identifies the changes in full, including the new introduction and the provisions addressing uncontested elections.

We would welcome the views of all members before the Board finalises the revised Bye-Law.

Background

The Election Bye-Law sets out the procedures for electing non-executive directors to the Nominet Board under article 26 of Nominet’s Articles of Association.

What is being proposed

  1. An introduction section explaining the regulatory regime that Directors of Nominet have to work within, for information.
  2. A small number of changes to tidy up drafting for consistency e.g. bye-law.
  3. At paragraph numbered “5” an addition referring to the security screening that all candidates go through, this is stating the existing practice and is not a change to the practice.           
  4. Adding an additional section headed “uncontested elections” which sets out the process where the number of eligible candidates is equal to or fewer than the vacancies, no ballot will be held. Each candidate will instead be put to members for election by ordinary resolution at the next AGM.

The proposed changes do not amend the voting rights or caps that apply to member voting; those remain governed by the separate Voting Rights Bye-Law.

Consultation questions

We are asking members to answer the following questions:

What are your views on the proposed arrangements for uncontested elections?

What other comments or suggested changes to the content or wording of the proposed bye-law would you like the Board to consider?

WHAT HAPPENS NEXT

Following the close of the consultation, the Board will consider all responses received and decide whether to proceed with, amend, or withdraw the proposed revisions. Members will be informed of the outcome and of any next steps, including the process for formally adopting the revised Bye-Law.     

Stage Date
Consultation opensThursday 5th November
Member review and feedback period (six weeks)Thursday 5th November – Wednesday 16th December, 12pm (GMT)
Nominet reviews and responds to feedbackThursday 17th December – Thursday 7th January
Consultation closesWednesday 16th December, 12pm (GMT) (subject to extension)
  • Consultation opens: Thursday 5th November
  • Member review and feedback period (two weeks): Thursday 5th November – Wednesday 16th December
  • Nominet reviews and responds to feedback: Thursday 17th December – Thursday 7th January
  • Consultation closes: Wednesday 16th December (subject to extension)

Nominet may extend the closing date of this consultation where it considers that further time is needed to gather or respond to member feedback. Any extension will be notified to members, and the revised closing date will apply in place of the date shown above.

If you have any questions, please contact elections@nominet.uk.