Update: Articles of Association

14th September 2023

Andy Green CBE headshot

Andy Green, CBE
Chair, Nominet

Dear fellow Members,

Following the recent consultation on our proposal to modernise Nominet’s Articles of Association, I wanted to update you on our progress.

Firstly, thank you to everyone who shared their thoughts and suggestions. You will see from the Board response that we have listened to your feedback, and made a number of changes to the original draft as a result.

We now have a proposed set of Articles to share with you.

These include an important new commitment for the company to inform Members of any plans that represent a significant departure from our established business activities. Nominet is proud of the role we play running and securing important internet infrastructure, and we are focused on doing it well. Our Members and stakeholders do not want us to be distracted from that important work. The addition of article 2 creates an important constitutional safeguard to ensure Nominet remains aligned with its Members in future.

We believe we now have a version of the Articles that reflects current practice, terminology and legislation. However, whether to adopt them is of course up to Members.

We will ask you to vote on these changes via a special resolution at the AGM in October. In response to consultation feedback, we have now set a very high bar for this vote. It will require 90% support to pass, and we will set the voting cap at 3% of votes cast. Your Board is aware that this supermajority is very hard to achieve.  However, it will ensure that any changes to our Articles command the overwhelming support of Members.

If the resolution passes, we will have modernised our constitution, and will have created a stable platform for the future with an important new safeguard to ensure the Board and Members remain aligned.

If we cannot secure the 90% required, we can of course carry on with the current Articles. While not a disaster, I would consider this a missed opportunity, not least to tackle the ambiguities that stem from a gap between the Articles originally drafted in 1996 and our current practice, which have led to a time-consuming and distracting legal challenge.

The current Board would in any event stick to the spirit of the new commitment to Members (article 2), but over time that protection for the future stability of Nominet could not be guaranteed.

The full feedback, the Board’s response and the proposed Articles are all available on the Nominet website.

On behalf of the Board, thanks again to all Members who have given their time on this important matter.