________________________________________________________________________
Notice of Special Meeting of APNIC Members
Executive Council of APNIC
________________________________________________________________________
Dear Member,
Notice is given that a Special Meeting of the Members of APNIC will take
place, pursuant to by-law 7 of the APNIC By-laws, as follows.
The meeting will be held on Thursday, 14 September 2023 at 14:30 (UTC
+9) at the International Conference Centre, Kyoto (ICC Kyoto), Japan.
Members may also attend the meeting via Zoom by registering for APNIC 56
through the conference website:
https://conference.apnic.net/56
APNIC encourages Members to monitor the APNIC 56 website for updates (if
any) after issuing this notice.
Members will be able to participate in the meeting online, by proxy, or
in-person. Members will be able to vote on the resolutions being put
forward by casting their vote directly through MyAPNIC. Members may also
appoint a proxy through MyAPNIC. No in-person voting will be permitted.
The resolutions to be considered are set out below. To view the
resolutions online, including the authoritative PDF version of this
notice (with supporting information), please visit the by-laws webpage.
https://bylaws.apnic.net
Business of meeting
-------------------
APNIC will conduct its ordinary business during this meeting, where
APNIC’s budgets and reports are presented to the community, and
questions and feedback to both the EC and APNIC Secretariat are
encouraged. NRO NC election results will also be announced during this
meeting.
Members of APNIC are asked to consider and vote on the resolutions set
out below. A document outlining the proposed amendments to the APNIC
By-laws is available.
https://www.apnic.net/wp-content/uploads/2023/08/By-laws-resolutions-supporting-information.pdf
For these resolutions to successfully pass, they will require an
affirmative vote of two-thirds (2/3) of the votes cast pursuant to
by-law 83.
1. Resolution 1
A resolution to introduce new eligibility criteria for nominees in
Executive Council elections.
Resolution
That the By-laws of the Special Committee known as APNIC be amended by
inserting the following new clauses 34A and 34B:
34A. To be eligible to be nominated and to stand for election to the
Executive Council, an individual must:
a. principally and ordinarily reside, and maintain a primary
residence, in an economy (having its own officially-assigned code
under ISO 3166) within the Asia Pacific region serviced by APNIC;
b. be eligible to be appointed as a director of a corporation under
the laws of the Commonwealth of Australia;
c. be registered for and attend (whether in person or online) the
meeting at which the Executive Council election will be held,
provided the individual has joined the meeting prior to the
announcement of the election results, other than where the
individual has been granted leave by the Executive Council or its
delegate not to attend due to unexpected circumstances beyond
their control;
d. have registered and attended (whether in person or online), at
least three of the immediate past seven APNIC conferences prior
to the meeting at which the Executive Council election is held;
and
e. submit a declaration that they:
(i) agree to abide by these by-laws and the rules governing the
relevant election; and
(ii) satisfy all eligibility requirements to be nominated and to
stand for election to the Executive Council,
which if later found to be false or misleading will result in
their election being deemed invalid and their term coming to an
immediate end.
34B. For the purpose of by-law 34A(b), if an Executive Council member
at any time becomes ineligible to serve as a director of a corporation
under the laws of the Commonwealth of Australia, their term as an
Executive Council member will immediately end.
2. Resolution 2
A resolution to preserve the independence and geographic representation
of the Executive Council.
Resolution
That the By-laws of the Special Committee known as APNIC be amended by
inserting the following new clauses 34C, 34D, and 34E:
34C. The following individuals are not eligible to be nominated nor
stand for election to the Executive Council:
a. an employee of APNIC or any of its related bodies corporate;
b. an individual who is currently serving in another
community-elected APNIC position, unless that individual agrees
as a condition of their nomination that they will resign from
such other community-elected position as soon as practicable if
elected to the Executive Council; or
c. an individual who is currently employed by, or serving on the
board (or an equivalent governing body) of, another Regional
Internet Registry or ICANN (Internet Corporation for Assigned
Names and Numbers).
34D. Not more than one individual who principally and ordinarily
resides, and maintains a primary residence, in an economy (having its
own officially-assigned code under ISO 3166) within the Asia Pacific
region serviced by APNIC may be elected in the same year.
34E. For the purpose of by-law 34D, where multiple individuals who
principally and ordinarily reside, and maintain a primary residence, in
the same economy receive sufficient votes to be elected in the same
year:
a. the individual with the highest votes will be declared elected;
and
b. the other individual(s) with the lower votes will be deemed
ineligible and excluded.
3. Resolution 3
A resolution to prevent individuals involved in litigation against APNIC
from being nominees in Executive Council elections.
Resolution
That the By-laws of the Special Committee known as APNIC be amended by
inserting the following new clause to be numbered 34F:
34F. An individual who is involved in current litigation or proceeding
against APNIC in a court or tribunal (or equivalent) anywhere in the
world (or, where the litigant party is an organisation, an individual
who is a director, controlling shareholder, or employee of such
organisation or its related bodies corporate), except where such
litigation or proceeding was commenced by APNIC, is not eligible to be
nominated nor stand for election to the Executive Council.
4. Resolution 4
A resolution to limit the control one organisation (or corporate group)
can have on the Executive Council.
Resolution
That the By-laws of the Special Committee known as APNIC be amended by
deleting the following words from clause 35:
“Only one individual per Member organisation may be elected to sit on
the Executive Council.”
and inserting the following new clauses 35A and 35B:
35A. Not more than one individual who has an association with any
organisation within a Corporate Group may be elected to the Executive
Council at any time. This by-law 35A does not apply to individuals who
only have an association with an Exempt Organisation.
35B. For the purpose of by-law 35A:
a. “has an association with” means being a director or controlling
shareholder of, or being employed by, or having a consulting
relationship with, or receiving material compensation from, such
organisation.
b. “Corporate Group” means an organisation (whether incorporated or
not), together with all other bodies corporate with the same
ultimate beneficial owner, and all their related bodies corporate.
c. “Exempt Organisation” means:
(i) APNIC or any of its related bodies corporate;
(ii) an organisation or a community body that operates on a
not-for-profit basis, and either:
1. performs a role of Internet coordination, operations, or
governance, the name of which is specified by the
Executive Council and published by APNIC on its website
from time to time; or
2. performs a function that is wholly unrelated to APNIC’s
activities (for example: sporting clubs or academic
clubs, etc.).
d. Where multiple individuals who have an association with the same
Corporate Group receive sufficient votes to be elected in the
same year:
(i) the individual with the highest votes will be declared
elected; and
(ii) the other individual(s) with the lower votes will be deemed
ineligible and excluded.
5. Resolution 5
A resolution to introduce a new independent body, the Electoral
Committee, to have oversight of nominee eligibility and conduct in
Executive Council elections.
Resolution
That the By-laws of the Special Committee known as APNIC be amended by
inserting the following new clause to be numbered 35C:
35C. Electoral Committee
a. The Executive Council must establish an Electoral Committee to
oversee the nominations and nominee conduct during each Executive
Council election.
b. The Electoral Committee:
(i) is a sub-committee of the Executive Council;
(ii) will be appointed by the Executive Council and will consist
of at least three and not more than seven members;
(iii) has the power to determine the eligibility of each nominee
in the relevant election, and to exclude a nominee from the
relevant election due to their ineligibility;
(iv) has the power to establish and enforce a Code of Conduct
for nominees, and the power to exclude a nominee from the
relevant election for non-compliance with the Code of
Conduct;
(v) with respect to sub-clauses (iii) and (iv) of this by-law
5C(b), has the power to exclude a nominee from the relevant
election following the announcement of the election results
in circumstances where the state of affairs giving rise to
such ineligibility or non-compliance with the Code of
Conduct existed prior to the announcement of the election
results;
(vi) may, with the consent of the Executive Council, delegate
any of its powers or functions to an independent
organisation as it considers reasonably appropriate; and
(vii) will be provided with administrative and legal support by
APNIC.
c. All nominees for the Executive Council must agree as a condition
of their nomination to:
(i) waive any and all claims the nominee may have against the
Electoral Committee or its members in relation to the
actions of the Electoral Committee, other than in
circumstances where the Electoral Committee has acted in bad
faith; and
(ii) submit to the decisions of the Electoral Committee, which
will be final and binding.
Notes to the notice of Special Meeting
--------------------------------------
1. Voting duration
Voting on the resolutions will occur exclusively online through the
MyAPNIC portal and be open for a voting period commencing on Thursday,
31 August 2023 at 14:00 (UTC +10) and ending on Thursday, 14 September
2023 at 14:30 (UTC +9), with the results announced during the Special
Meeting of Members.
Members can discuss the proposed resolutions via the apnic-talk mailing
list:
https://s.apnic.net/apnictalk
2. Proxy voting
Proxy appointment opens on Thursday, 31 August 2023 at 14.00pm (UTC+10)
and closes on Tuesday, 12 September 2023 at 14:30 (UTC +9).
Validly appointed proxies will be able to cast their votes from 09:30 to
14:30 (UTC +9) on 14 September 2023. Proxies may be appointed via
MyAPNIC.
3. Technical difficulties
The voting period is open for 14 days prior the Special Meeting. Members
are encouraged to vote early during the voting period in case of any
technical difficulties they may experience in participating.
For more information on voting on the proposed by-laws amendments,
including FAQs and how to seek further assistance, please visit:
https://bylaws.apnic.net
Yours faithfully,
Kenny Huang
Chair of the APNIC Executive Council
________________________________________________________________________
APNIC Secretariat [email protected]
Asia Pacific Network Information Centre (APNIC) Tel: +61 7 3858 3100
PO Box 3646 South Brisbane, QLD 4101 Australia Fax: +61 7 3858 3199
6 Cordelia Street, South Brisbane, QLD http://www.apnic.net
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