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

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

From: Adam Todd <at§>
Date: Sun, 01 Mar 1998 19:45:27 +1000
>Read the MoU :

Yes ... now lest see.

I'll go over this as Stephen Baxter representing SAIA and not Stephen
Baxter who is also, by coincidence a Diretcor of a company called SE
Network Access Pty Ltd which makes a profit from selling Domain Names and
Internet Access, by his own admission.

>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.

OK so, Stephen Baxter of SAIA isn't going to apply for a contract with
ADNA, he is just a board member representing SAIA.  

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

WHat is Stephen Baxter of SAIA to declare?  SAIA is an Industry
Association.  It's not entitled to make profits. (Is it?)

>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;

So SAIA - Stephen Baxter - isn't going to sell anything to ADNA, and nor is
ADNA going to purchase anything from SAIA.

>	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

Well I still don't see Stephen Baxter as SAIA filling anything there either.

>	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.

Ahh, but Stephen Baxter is a Director of ADNA representing the SAIA, not SE
Net, thus Stephen Baxter says SE net has nothing to do with it.

>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 .

Oh boy, that's a good one.  No comments, I think everyone will see the
funny side.

>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.

That's getting closer, but only if the Director discloses their material
interests in their company.  According to the way you have defined
previously, you are there only with the interest of SAIA, thus you don't
need to disclose SE Net.  Coudl you forward to the list please the
disclosure of your interests?

I gather the secretary has this documented as you would be in breach of the
MOA otherwise.

>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.

Not really important.

>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;

Of course not, Stephen Baxter voting on SE Net as a registry doesn't count
because Stephen Baxter swears blue in the face he is only wearing an SAIA
hat and SE Net is partitioned and protected from ADNA.

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

Nothing unusual there.

>	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.

That's a little complex to argue with right now, save that for another day.

>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.

There you go, you can sign ADANA to SE Net no questions asked!

>So under those rules what is wrong with the present make up of ADNA ?

The fact that most of the Directors - by example of yourself - show a
complete and clear conflict of interest.

you have already stated there is "No way SE net is missing out on selling
domani names" to which you are a director of that company (??) and also
ADNA.  The twisting you have applied above and in your previous statements
that Stephen Baxter is SAIA in the case of ADNA is clever but won't stand
up under scruitiny and I'm scrutineering now.

>And please - once again name people who would help the process ?
>(the constant lack of real names is worrying)

Oh Stephen, read the damn message. Are you asking for Names on behlaf of
ADNA?  If so, send me the offical request and I'll start researching and
request approriate people.  I can't just toss names into a public mail list
because you damn well ask me.  I have to seek permission to use the persons
name and ask if they will accept the nomination.

You just have no idea do you?

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

Oh this will be good.

>>  Stephen Baxter has already indicated that there is no way SE - his
>>  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

What?  Reads alright to me.  Perhaps I speak in a more advanced form of
english.  Not enough swear words?

>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.

No, in fact what you said was:

AT>  If so, I'd truely like to see you sign an agreement as such and submit it
AT>  to ADNA stating that your commercial enterprise(s) will not undertake any
AT>  interest in the process unless you personally resign from the ADNA board.

SB> So my company cannot register domain names any longer !
SB> Yah sure - I will sign that .... not.

Conclusion: Stephen Baxter - Director of SE Net - a company the makes
profit from selling internet services, has a clear conflict of interest
with the ADNA process because he wishes to manipulate the ADNA board by way
of his vote to ensure toi the best of his ability that SE Net will continue
to profit or gain new market advantage.

What more can I say?  Resign from ADNA and take your chances or resign from
SE Net and stick with ADNA.  You can't do both.

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

I didn't, you did.

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

You did.

SB> So my company cannot register domain names any longer !
SB> Yah sure - I will sign that .... not.

Can't make it much clearer than that.

>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

Well I challenge FORMALLY now, that you have a conflicting Interest between
the Corporations law setting you as a Director of SE Network Access PTY LTD
and ADNA.   

>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)

So to date you haven't declared your interests.  

1.  Do you current facilitate the registration of Domain Name sfor customers?
2.  Do you have a PISP agreement with Melbourne IT or any other Domain Name

>or I must be lying - am I being acused of that ?

No, I never accuse people of lies except in a court of law.

I have at this stage only asked YOU questions, to which you have not answered.

>>  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 !

Sure, and in those cases their role is to ensure the benefits of both

As a director of SE Network Access Pty Ltd you are required by law to
ensure that it makes a profit and pays it's bills. (Short version)

As a director of ADNA you are required to make decisions based on ADNA's
Charter.  These decisions coule have benefit to SE Network Access Pty Ltd
that Joe Blogs Internet Pty Ltd might not have because Joe Blogs is not on
the ADNA board.

Can you assert in writing that this won't occour?

>>  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 !

In any case I haven't stated my own personal qualifications.  But that's
irrelevant, I'd seek a second opinion anyway.

>>  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 ?

Well I challenge that you have a conflict of interest.

If it can be shown there is no conflict of interest, I'll step down.

>I have indicated that my IAP will continue to register domain names.....

Ahh, so you have a conflict of interest.  AGain admitting that you make
profit from registering domain names and that your seat on the ADNA board
could provide you with an adverse advantage over someone who is not on the

>>  I agree totally.  But ADNA can balance the situation by involving
>>  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 !

Again are you making this request as a Director of ADNA, and if so can you
please put the request forward formally.

I'll need authority from ADNA to discuss this position with those who might
take an interest and will need to seek their permission prior to announcing
their names.

>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.

Oh I don't think you'd want to assassinate the character of anyone I might
suggest. But I'll let them know you wish to do that.  It woudl be very hard
to cause them any harm.

>I look forward to the next board meeting where we can continue to fix the

I look forward to an official request from ADNA asking me to seek pepole
who might be qualified to sit on the ADNA board.

Until then, I can't approach anyone and I can't offer any more names.

      The world operates 24 hours a day ... so do the servers.
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Business Development, Technology Domain Registration and Network Advisory
Telstra Convery Member
Adam Todd                                 Personal  
Phone +61 2 9729 0565                     Network
AU Root Server Confederation    
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Received on Sun Mar 01 1998 - 20:47:33 UTC

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