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Members' Consultation: Proposed Revisions to the Bye-Law for the Election of Non-Executive Directors

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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“). 

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.

Supporting information
Clean version: Proposed Update to Election Bye-Law

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Question 1.

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

 

- Required.
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Question 2.

Please provide any comments you wish the Board to consider, including any specific drafting points or concerns.

 

- Required.

Your personal data will be used in accordance with Nominet’s Privacy Notice.