Re: DNS: Most ADNA Members hold interests in Profit Based Companies.

Re: DNS: Most ADNA Members hold interests in Profit Based Companies.

From: Stephen Baxter <steve§senet.com.au>
Date: Sun, 1 Mar 1998 17:34:43 +1030 (CST)
Adam,

Read the MoU :

------------------
DIRECTORS INTERESTS

Disclosure of Interest

A Director who is in any way, whether directly or indirectly, interested
in a contract or proposed contract with ADNA must declare the nature of
the Directors interest on or before the next meeting of the Board.

The Secretary must record every declaration of interest in the minutes of
the meeting at or before which it is made.

If a Director is interested in a contract or proposed contract with ADNA
and declares the nature of the interest as required by these Articles:

	the Director is not disqualified by holding office as a Director
from contracting or entering into any arrangement with ADNA, whether as
vendor, purchaser or otherwise;

	a contract or arrangement entered into by or on behalf of ADNA in
which the Director is in any way, whether directly or indirectly,
interested, is not liable to be avoided; and

	the Director is not liable to account to ADNA for a profit
realised from that contract or arrangement by reason of the Director
holding that office.

A Director and a firm in which the Director is interested may act in a
professional capacity for ADNA. The Director and that firm are entitled to
remuneration for professional services as if the Director was not a
Director of ADNA.

This Article 14.1 is subject to the Memorandum. Nothing in this Article
authorises a Director or a firm in which the Director is interested to act
as auditor of ADNA .

Participation by interested Director

A Director may not vote on or be present during the consideration by the
Board of any matter in which the Director has, directly or indirectly, a
material personal interest. If a Director votes in contravention of this
Article that Directors vote is not counted.

A Director who is not entitled to vote or to be present during the
consideration of a matter, may not be counted in any quorum required for a
meeting of the Board.

The prohibition in Articles 14.2.1 and 14.2.2 do not apply if:

	the Board has at any time resolved that it is satisfied that the
Directors interests in the matter (as specified by resolution of the
Board) should not disqualify the Director from considering or voting on
the matter;

	the Director is, pursuant to the Corporations Law, lawfully able
to vote on and be present during consideration by the Board of the matter;
or

	the interest which the Director has in the matter arises by reason
only that the Director is a Member and has an interest in the matter in
common with the other Members.

A Director may attest the affixing of the Seal to a contract or
arrangement entered into by the Director or in which the Director is,
directly or indirectly, interested.

----------------------

So under those rules what is wrong with the present make up of ADNA ?
And please - once again name people who would help the process ?
(the constant lack of real names is worrying)

Now lets look what you have bent out of shape from what I wrote !

>  
>  Stephen Baxter has already indicated that there is no way SE - his Internet
>  Company in South Australia - will NOT be established as a Registry under
>  ADNA.  That is clealry a conflict of interest.

The english in the above paragraph makes it a little hard to qualify but I
think Adam is saying on behalf of my company 'SE Network Access Pty Ltd'
that I choose to leave open any actions for the future.

Adam has no right to make statements on behalf of SE Network Access Pty
Ltd and I request he ceases doing so.

I did not indicate this - I suggest you reread what I wrote.

I have the right under the MoU to declare any conflicting interests if
there are there otherwise have my role disqualified. As I have not yet
done so then that means that I must either have no plans to enter the DNS
area (other than what my IAP company already does) or I must be lying - am
I being acused of that ?


>  >I firmly believe all involved with the current board can and do act in a
>  >totally professional way with the interests of ADNA in mind. However that
>  >said I do have concerns about board members voting on registrars when they
>  >themselves may have a vested interest.
>  
>  I don't belive anyone can under Corporations Law make a desision within
>  ADNA and operate an Internet Company.

People can hold more than one directorship !

>  I'd be happy to be educated by someone of legal capacity, but I'm pretty
>  clear on Corporations Law these days.

That is fine I will take a real lawyers opinion anyday !

>  >The way to overcome this is to exclude any and all companies they have any
>  >involvement with from the process of DNS registrar.
>  
>  But Stephen has indicated this won't happen.  So perhaps he should resign?
>  From ADNA or SE?  ANd relinquich any shares.  BTW it woudl still be seen as
>  a conflict if he hands the shares to his wife/girlfriend.

What have I done wrong under the MoU to force resignation ?
I have indicated that my IAP will continue to register domain names.....
  
>  I agree totally.  But ADNA can balance the situation by involving Community
>  Leaders.  There are Tens of Thousands of them aroudn who would jump at the
>  opportunity.

Please nominate them - go find them and bring them forward - until we have
names these really helpfull people are just myths !

I really want to see your list of nominees, please bring them forward, we
all need to explore them and perhaps even assasinate their character if
required in a public place - that is easy - fixing problems is harder.
 
I look forward to the next board meeting where we can continue to fix the
problem.
 


Stephen Baxter                            SE Network Access
SE Network Access                         http://www.senet.com.au
Direct Internet Access                    222 Grote Street
phone : +61 8 8221 5221                   Adelaide 5000
fax   : +61 8 8221 5220

(Support Ausbone - do not go quietly into the night !)
                http://www.ausbone.net

<http://www.senet.com.au/~steve/pgp.html for Public Key>
Received on Sun Mar 01 1998 - 18:53:49 UTC

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