November 2023 - Announce - DotAsia Mailman List Manager

DotAsia EGM (Extraordinary General Meeting): Wed, Dec 6, 2023 (19:00 UTC-12)
by Board Secretariat 11 Dec '23

11 Dec '23

Dear DotAsia Members, Following the announcement of the DotAsia Board by-election 2023. We hereby give notice for an EGM (Extraordinary General Meeting) to be held for this matter: Date: Wednesday December 6, 2023 Time: 19:00 - 20:00 UTC-12 Format: Online meeting via Zoom Zoom URL: https://aji.asia/egm2023 We look very much forward to seeing you virtually in this meeting. If you have any questions, please feel free to contact us at boardsec(a)dot.asia. Sincerely, Board Secretariat DotAsia Organisation

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Results of the DotAsia 2023 Board By-Election for Sponsor Member Directors.
by Election Committee 20 Nov '23

20 Nov '23

<https://mail.google.com/mail/u/0?ui=2&ik=44ea739841&attid=0.1&permmsgid=msg…>Dear DotAsia Members, The 2023 Election Committee is pleased to advise that the 96-hour nominations dispute period for the 4 duly supported and accepted nominees (as listed below) ended on Saturday, 18th of November, at 1159 UTC +8, and no disputes were raised. As 4 seats were available to be filled in this Member category; 4 candidates were nominated, supported, and accepted nominations, and the required geographic sub-region diversity with at least 1 appointment to the Board being from each of the following subregions: 1. Australia & Pacific; 2. Central & South East Asia; 3. North East Asia and therefore, Article 33 of the DotAsia Memorandum and Articles is met; there was *no requirement for any vote *to be conducted in this By-Election of the Sponsor Member Class Directors for 2023, and these candidates can be declared. Therefore each can now be seated, uncontested, to the DotAsia Board in this By-Election for Sponsor Member Directors; as per section 40(d) of DotAsia’s M&A, which reads: *“If on the close of the nomination period, the number of candidates standing for election to the Board for a category is equal to or less than the number of vacancies for such category, the nominated candidates shall be deemed to be elected.”* [image: image.png] [image: PastedGraphic-1.png] Regards, Cheryl Langdon-Orr for the 2023 DotAsia Board Election Committee

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Re: [Announce] [DotAsia_Members] Proceeding with by-elections in accordance with EC Report and Legal Advice
by Satish Babu 14 Nov '23

14 Nov '23

Dear DotAsia Members On behalf of the DotAsia Board, I'd like to provide the following clarifications in view of continued disinformation from Joel Disini, apparently with malicious intent. The Sponsor Community Projects (SCP) program was put in place by the DotAsia Board, and members can find information at: https://scp.dot.asia, which fulfills the commitments. The SCP is only a small part of DotAsia’s much wider contribution to the Asia Pacific Internet community: members can refer to https://sia.dot.asia for further reports on the social impact of some of DotAsia’s work. DotAsia is not a members-benefit organization. Regarding the quorum for the DotAsia Board to act, the legal advice included in the Election Committee Report clearly points out the following. Article 55 states that: “The continuing Directors may continue to act, and to carry out all the functions of the Board notwithstanding any vacancy." The Board is in caretaker mode and is only doing the minimum necessary to conduct the election, so members can decide DotAsia’s future direction. With regard to whether the CEO is a Director of the Board, Nick Chan of Squire Patton Boggs (SPB) pointed out the ambiguity caused by the omission in Article 36 of the DotAsia M&A, and goes on to explain that “There are several provisions in the Articles which use the description ‘the Board except the CEO’ which seems to contemplate that the CEO could be a Director” and at no point in time did he indicate that Edmon is not a DotAsia Board Director. He continues to be a Director under Hong Kong law. MONIC’s 7 February response that Joel Disini has quoted noted that a voting representative has not been assigned “yet”. A representative was assigned after the response, and MONIC voted properly. These are all plain facts, investigated thoroughly by the EC Report. In summary, as he has done repeatedly until now, none of the allegations Joel Disini raises have any basis, and the actions of the DotAsia Board are consistent with our M&A and the legal opinions received from multiple law firms. Right now, our main priority is to conduct the by-election so that the Board is in a more secure position to further advance the interests of DotAsia and its community. Best regards Satish Babu Alternate Chair, DotAsia Board On Sat, Nov 11, 2023 at 1:40 PM J. Emmanuel Disini <jed(a)dot.ph> wrote: > *Mr. Babu* > > > > When there is an accusation of Fraud and the response is not to discuss > the evidence but to say there is harrassment, and to block access to the > data and the auditors, then there will always be disruption. Disruption is > sometimes good, and cannot be avoided when a company is continuing to lose > money, and Management is not willing to make the changes that are necessary > to become solvent, and to fulfill its purpose, which among others, is to > contribute a “guaranteed portion of Revenue …. Through participating > ccTLDs”. > > > See: > > https://archive.icann.org/en/tlds/stld-apps-19mar04/asia.htm > > > And to answer the points you raised: > > > *The Board does not have Quorum * > > > the M&A says > > > > 1. “The quorum for a meeting of the Board shall be not less than six > (6) of the Directors” […] if, within half an hour from the time appointed > [..], a quorum is not present, the meeting shall be adjourned to such > other day … if, at the adjourned meeting, a quorum is [still] not present within > half an hour from the time appointed [..] the Directors present, > provided there are not less than two such Directors present, shall be a > quorum “ > > > That’s pretty tortured logic to say that you waited 30 mins for 3 more > Directors who didn’t exist to show up, and then you magically had quorum. > The Principle here is that the Board must have a way to > continue functioning if busy Directors keep being absent from meetings. It > wasn’t written as a loophole around the quorum=6 rule. > > > > *Edmon is not a Director* > > > You were present when our law firm, Squire Patton Boggs pointed out that > Edmon was not a Director of Dotasia. The lawyer, Nick Chan, is the same > lawyer that .HK uses, and is very well respected in the HK IT community. > > > > Moreover, the M&A says > > > > 1. The following persons shall be appointed in writing by the > Subscribers to the Memorandum of Association of the Company as the first > Directors of the Company. Thereafter the Directors shall be elected at the > annual general meeting in accordance with the provisions of Article 35. > > > > (k) Chief Executive Officer. > > > > > 1. ALL the first Directors will retire within 18 months after the > date of execution of the contract between Internet Corporation for Assigned > Names and Numbers (“ICANN”) and the Company > > > So clearly, Edmon is not a Director, as he was never elected after that. > > > > *The MO vote contradicts statements made by its Chief Operating Officer. * > > > You mention communication from the CTT of Macau regarding the MO vote, but > where is this communication? Who from Macau voted, and what is their > position within MONIC? How is it that Langdon-Orr’s report had no such > confirmation from MONIC, when they had 9 months to confirm the authenticity > of the vote? , and why is the COO of MONIC saying: > > > ----------------------------------- >> *From: *"holmes leong" <holmes.leong(a)monic.mo> >> *To: *"Rajiv Kumar" <rajiv(a)nixi.in> >> *Cc: *"Shantanu Acharya" <acharya.s(a)nixi.in> >> *Sent: *Tuesday, February 7, 2023 10:08:00 AM >> *Subject: *Re: Looking forward to your support for the upcoming DOT ASIA >> Board Election >> Hi Rajiv, Pro. Shantanu, >> Thank you for your email. >> I would let you know that, currently no voting representative assigned >> by the .MO CCTLD manager (MONIC). Upon the redelegation of .MO from UMAC >> to DSRT, the DotAsia Membership from .MO has been changed from MONIC held >> by UMAC to MONIC held by DSRT and now CTT. The voting email address on >> record for .MO is currently dotasia(a)monic.mo. In order for the >> nomination to be considered legitimate we require that the >> nomination/seconding email be sent from dotasia(a)monic.mo. Also as we >> understand that no voting representative has been assigned yet we should >> further confirm with CTT on the appointment of voting representative. >> We (MONIC/HNET) will fully support this time election, and appreciate .IN >> to join and support our ccTLD, hope everything well success for .IN. >> >> Cheers, >> Holmes, Leong Io Hon >> Chief Operations Officer >> ----------------------------------- > > > > Lastly, you have not declared your conflict of interest with the auditors. > For some strange reason, Dotasia has a HK HSBC bank account solely for your > own use, which you use to conduct your own business. Why you or your > firm cannot get your own bank account is beyond me. But HK law requires > that this be declared to the auditors, and this be stated on the Financial > Statements so that the public may know. There is no record of this in the > latest FS. > > > > *The by-election is illegal; The Board has no powers. I would suggest, > for the first time, we let the Members get involved in finding ways to > conduct an election so everyone is assured that it is free from any sort of > vote-rigging.* > > > Sincerely > > Joel Disini > > dotPH > > > > > On Fri, Nov 10, 2023 at 7:14 PM Satish Babu via Announce via Members < > members(a)dot.asia> wrote: > >> Dear DotAsia Members, >> >> >> >> As the BGC (Board Governance Committee) Chair serving as the Alternate >> Chair in accordance with the DotAsia Board Governance Framework (BGC-001: >> https://dot.asia/BGC-001/) I would like to bring you a few >> clarifications to expel the recent disinformation by Mr. Disini aimed at >> harming DotAsia: >> >> >> >> 1. As recommended by the legal advice obtained by the EC (Election >> Committee), due to an uncertainty of the membership status of one of the >> Sponsor Member voters at the time of the vote during the 2023 board >> elections, the Directors elected by the Sponsor Members in the Board >> Elections 2023 should be considered not to have been duly appointed and a >> by-election for such vacancies should be conducted. This is a continuation >> of the Board Elections 2023 in accordance with the Board Elections >> Procedures (BGC-004: https://dot.asia/BGC-004/) already in place and not >> a call for any new election. After the board’s acceptance of the EC report >> on Nov 3, 2023, there are 4 remaining directors (*not 3* as stated in >> Mr. Disini’s email): >> >> - Alireza Saleh >> >> - Akinori Maemura >> >> - Satish Babu >> >> - Edmon Chung >> >> >> >> >> >> 2. The full Clause 52 of DotAsia’s M&A ( >> https://www.dot.asia/policies/DotAsia%20M&A%202009-06-26.pdf) reads as >> follows: >> >> “The quorum for a meeting of the Board shall be not less than six (6) of >> the Directors for the time being provided that if, within half an hour from >> the time appointed for the meeting, a quorum is not present, the meeting >> shall be adjourned to such other day, time and place as those present may >> determine and if, at the adjourned meeting, a quorum is not present within >> half an hour from the time appointed for the meeting the Directors present, >> provided there are not less than two such Directors present, shall be a >> quorum.” >> >> >> >> Moreover, clause 55 specifies that: >> >> “The continuing Directors may continue to act, and to carry out all the >> functions of the Board notwithstanding any vacancy.” >> >> >> >> In GPS’s (Georgiou Payne Stewien LLP) legal advice included in the EC >> report (points 15 & 16), specifically referred to the above clause, stating >> that: >> >> “We therefore recommend that the remaining directors (including the two >> directors appointed by the Co-Sponsor Members) can continue to exercise the >> powers granted to the Board notwithstanding that there are four vacancies >> in place of the Affected Directors.” >> >> >> >> The current caretaker Board, although has less than 6 directors, had >> strictly followed the above clauses and legal advice to conduct its >> meetings to facilitate the by-election so that vacancies can be filled. >> All the procedures are in compliance with Hong Kong laws. >> >> >> >> 3. Regarding .MO, as mentioned by MONIC in their email on Feb 7, “…we >> should further confirm with CTT on the appointment of voting >> representative.”, which we understand that was complete. A voting >> representative was confirmed afterwards from MONIC to participate and vote >> in the election. It was actually a very simple matter, yet Mr. Disini >> appears to have decided to fabricate a story around this for his continuous >> attack on DotAsia and Edmon even after clarification from MONIC. We are >> sorry that our member MONIC had to face disinformation and inappropriate >> comments from Mr. Disini. >> >> >> >> The DotAsia Board would like to emphasize again that it stands by the EC >> report along with its accompanying legal advice, and the DotAsia team’s >> integrity throughout the process. It is unfortunate that we continue to >> observe disruption from Mr. Disini. As mentioned by Jordan in his email on >> Oct 24, “this sort of behaviour is obviously inconsistent with Joel's role >> as a director of this company” and that “he should not be a director”. We >> also note that current, former as well as candidate DotAsia Board Directors >> are bound by their legal fiduciary duties and the DotAsia Code of Conduct >> (BGC-002: https://dot.asia/BGC-002/) Expected standards of behavior >> should be observed during DotAsia activities including on this members' >> mailing list. Harassment is not to be tolerated. >> >> >> >> We urge all DotAsia members to contemplate the facts and work together to >> expel such disruption from DotAsia so that we can continue our mandated >> work and contribute to the community in an effective manner. >> >> >> >> With kind regards, >> >> >> >> >> >> >> >> Satish Babu >> Alternate Chair >> >> DotAsia Board >> >> >> _______________________________________________ >> Announce mailing list >> Announce(a)dot.asia >> https://mailman.dot.asia/mailman/listinfo/announce >> _______________________________________________ >> Members mailing list >> Members(a)dot.asia >> https://mailman.dot.asia/mailman/listinfo/members >> >

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DotAsia Board By-Election 2023 - Nomination Updates
by Board Elections 13 Nov '23

13 Nov '23

Dear DotAsia Members, A Board Elections Compliance Administrator has been engaged to provide supporting and administrative services on behalf of the Board’s Elections Committee. There has been an update to the status of nominations in the DotAsia Board By-Election. You can view the latest status here: by-election-nominations.board2023.dot.asia For your convenience, the current status is included below as well. Candidate Member Category Nominated By Seconded By Candidate Confirmation Candidate Sub-Region Nicole T. I. CHAN Sponsor Member TWNIC (.TW) North and East Asia Maureen HILYARD Sponsor Member auDA (.AU) Australasia and Pacific Jordan CARTER Sponsor Member auDA (.AU) Australasia and Pacific Please be reminded that the nomination period will end on November 14, 2023 (Tue) 11:59 UTC+8. Regards, Board Elections Compliance Administrator, on behalf of DotAsia Board Secretariat (Elections Team)

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Proceeding with by-elections in accordance with EC Report and Legal Advice
by Satish Babu 10 Nov '23

10 Nov '23

Dear DotAsia Members, As the BGC (Board Governance Committee) Chair serving as the Alternate Chair in accordance with the DotAsia Board Governance Framework (BGC-001: https://dot.asia/BGC-001/) I would like to bring you a few clarifications to expel the recent disinformation by Mr. Disini aimed at harming DotAsia: 1. As recommended by the legal advice obtained by the EC (Election Committee), due to an uncertainty of the membership status of one of the Sponsor Member voters at the time of the vote during the 2023 board elections, the Directors elected by the Sponsor Members in the Board Elections 2023 should be considered not to have been duly appointed and a by-election for such vacancies should be conducted. This is a continuation of the Board Elections 2023 in accordance with the Board Elections Procedures (BGC-004: https://dot.asia/BGC-004/) already in place and not a call for any new election. After the board’s acceptance of the EC report on Nov 3, 2023, there are 4 remaining directors (*not 3* as stated in Mr. Disini’s email): - Alireza Saleh - Akinori Maemura - Satish Babu - Edmon Chung 2. The full Clause 52 of DotAsia’s M&A ( https://www.dot.asia/policies/DotAsia%20M&A%202009-06-26.pdf) reads as follows: “The quorum for a meeting of the Board shall be not less than six (6) of the Directors for the time being provided that if, within half an hour from the time appointed for the meeting, a quorum is not present, the meeting shall be adjourned to such other day, time and place as those present may determine and if, at the adjourned meeting, a quorum is not present within half an hour from the time appointed for the meeting the Directors present, provided there are not less than two such Directors present, shall be a quorum.” Moreover, clause 55 specifies that: “The continuing Directors may continue to act, and to carry out all the functions of the Board notwithstanding any vacancy.” In GPS’s (Georgiou Payne Stewien LLP) legal advice included in the EC report (points 15 & 16), specifically referred to the above clause, stating that: “We therefore recommend that the remaining directors (including the two directors appointed by the Co-Sponsor Members) can continue to exercise the powers granted to the Board notwithstanding that there are four vacancies in place of the Affected Directors.” The current caretaker Board, although has less than 6 directors, had strictly followed the above clauses and legal advice to conduct its meetings to facilitate the by-election so that vacancies can be filled. All the procedures are in compliance with Hong Kong laws. 3. Regarding .MO, as mentioned by MONIC in their email on Feb 7, “…we should further confirm with CTT on the appointment of voting representative.”, which we understand that was complete. A voting representative was confirmed afterwards from MONIC to participate and vote in the election. It was actually a very simple matter, yet Mr. Disini appears to have decided to fabricate a story around this for his continuous attack on DotAsia and Edmon even after clarification from MONIC. We are sorry that our member MONIC had to face disinformation and inappropriate comments from Mr. Disini. The DotAsia Board would like to emphasize again that it stands by the EC report along with its accompanying legal advice, and the DotAsia team’s integrity throughout the process. It is unfortunate that we continue to observe disruption from Mr. Disini. As mentioned by Jordan in his email on Oct 24, “this sort of behaviour is obviously inconsistent with Joel's role as a director of this company” and that “he should not be a director”. We also note that current, former as well as candidate DotAsia Board Directors are bound by their legal fiduciary duties and the DotAsia Code of Conduct (BGC-002: https://dot.asia/BGC-002/) Expected standards of behavior should be observed during DotAsia activities including on this members' mailing list. Harassment is not to be tolerated. We urge all DotAsia members to contemplate the facts and work together to expel such disruption from DotAsia so that we can continue our mandated work and contribute to the community in an effective manner. With kind regards, Satish Babu Alternate Chair DotAsia Board

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DotAsia Board By-Election 2023 - Nomination Period Begins
by Election Committee 09 Nov '23

09 Nov '23

Dear DotAsia Members, Here are two important announcements pertaining to the 2023 DotAsia Board By-Election: 1. Whitelist By-Election Related Emails and IPs Upon the start of the Nomination period (November 9, 2023) to the end of the By-Election (December 6, 2023), we will be sending you emails via 3rd Party Election Compliance Administrator boardelections(a)board.dot.asia Board Election Committee electioncommittee(a)board.dot.asia Board Secretariat boardsec(a)dot.asia Scrutineer jesse(a)abacushkcpa.com Please help to *add the contact or whitelist these emails to ensure that you receive all Elections emails and updates.* For emails from the online voting platform, they will be using email server *mail1.bigpulse.com <http://mail1.bigpulse.com>* with the following IPs: *209.15.228.130 *and *5.44.17.248*. For Single sign-on (SSO), the online voting platform server IPs are: *209.15.228.133209.15.228.81209.15.228.83* *209.15.228.845.44.17.2545.44.17.253* Please ensure that the IPs are whitelisted so you can receive communication from the voting platform. 2. Nomination Period Begins This is a reminder that the Nomination Period for the DotAsia Board By-Election 2023 has* started today, Nov 9, 2023 (Thu) and will end on Nov 14, 2023 (Tue) 11:59 UTC+8. * As outlined in the Board Elections Procedures document ( https://www.dot.asia/board-elections-2023/) please feel free to use the below templates to submit your nominations and seconds to boardelections(a)board.dot.asia <toboardelections(a)board.dot.asia>. Please also note that we will accept nominations, seconds and votes from your organization’s *designated email address that DotAsia has on file*. An email from the Election Compliance Administrator should arrive at your organizations’ designated email address shortly. If you have any issues receiving Elections related emails , please check your spam folder or reach out to the Election Compliance Administrator at boardelections(a)board.dot.asia. For more information about the By-Election 2023, you can visit https://www.dot.asia/board-by-election-2023/. Thank you for your attention, and we look forward to your participation in the by-election. Sincerely, Cheryl Langdon-Orr DotAsia 2023 Election Committee Chair ********************************************** Note: This is an announcement email, please do not reply to announce(a)dot.asia. For all board elections matters, please contact boardsec(a)dot.asia. ________________________________________ The following form/text may be used by a proposer to nominate a candidate: ======================================================================== To: boardelections(a)board.dot.asia Subject: DotAsia Board By-Election Nomination ======================================================================== Dear DotAsia Board Secretariat, Our organization is proposing a nomination in the DotAsia Board by-election, with the following details: Proposing Organization’s Name: Member Category: Sponsor Member Candidate’s Name: Candidate’s Email Address: Sincerely, _______________ (Name of Voting Representative) _______________ (Title/Position) _______________ (Organization) ________________________________________ The following form/text may be used by a seconder in the nomination of a candidate: ======================================================================== To: boardelections(a)board.dot.asia Subject: Seconding of a Nomination for the DotAsia Board By-Election ======================================================================== Dear DotAsia Board Secretariat, _______________ (Member), will second the nomination of: _______________ (Candidate) proposed by _______________ (proposer) to run as a candidate in the Sponsor Member category of the DotAsia Board By-Election. Our organization is seconding a nomination in the DotAsia Board by-election, with the following details: Seconding Organization’s Name: Proposing Organization’s Name: Member Category: Sponsor Member Candidate’s Name: Sincerely, _______________ (Name of Voting Representative) _______________ (Title/Position) _______________ (Organization)

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DotAsia Board By-Election 2023
by Board Secretariat 07 Nov '23

07 Nov '23

Dear DotAsia Members, On November 1, 2023, the Election Committee (EC) issued its Report to the Members DotAsia Regarding the 2023 Board Elections (EC Report) <https://www.dot.asia/docs/reports/report-to-members-of-dotasia-regarding-20…>. The EC Report confirms that, the DotAsia staff, the third party election provider, the election administrator and the Election Committee have all been found to have behaved appropriately throughout the election process. Nevertheless, in light of the uncertainty of the membership status of one of the Sponsor Member voters at the time of the vote, a by-election for Sponsor Member seats should be conducted. The DotAsia Board has issued a Special Advisory <https://www.dot.asia/special-advisory-on-election-committee-report-and-next…> on the matter and is taking actions to proceed with the recommended by-election. Please refer to the DotAsia Board By-Election 2023 <https://www.dot.asia/board-by-election-2023> webpage for further information. The by-election will begin shortly and will complete at the Extraordinary General Meeting on December 6, 2023. Please whitelist all elections related emails and IPs to ensure that you receive communication from the Election team and voting platform. Emails and IPs to whitelist: Election Compliance Administrator boardelections(a)board.dot.asia <mailto:boardelections@board.dot.asia>Board Election Committee electioncommittee(a)board.dot.asia <mailto:electioncommittee@board.dot.asia> Board Secretariat boardsec(a)dot.asia <mailto:boardsec@dot.asia> Scrutineer jesse(a)abacushkcpa.com <mailto:jesse@abacushkcpa.com> Online voting platform email server mail1.bigpulse.com with IPs: 209.15.228.130 and 5.44.17.248. Single sign-on (SSO) online voting platform server IPs are: 209.15.228.133 209.15.228.81 209.15.228.83 209.15.228.84 5.44.17.254 5.44.17.253 If you have any question about the by-election 2023, please feel free to email boardsec(a)dot.asia <mailto:boardsec@dot.asia>. Regards, Board Secretariat DotAsia Organisation

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Report to the Members of dotAsia Regarding the 2023 Board Elections. 31 October 2023
by Election Committee 01 Nov '23

01 Nov '23

Please find attached the detailed Report regarding the matters raised and claims made regarding the processes and conduct of the 2023 dotAsia Board Election. It is particularly important that you take the time to not only read the main report and note the outcomes listed on pages 6 and 7, but that you also review the carefully detailed third party reviewing and advice contributed by legal counsel taken on these matters both in general and specific to Hong Kong Companies' Ordinance. Whilst it is not the intention to relitigate any of these matters, please feel free to address any clarifying questions by email to electioncommittee(a)board.dot.asia <electioncommittee(a)board.dot.asia> as listed on the cover page of the attached PDF Binder. Please also be advised that I have transmitted a copy of this same report to the dotAsia Board List; c.c. Board Secretariat a little less than 30 minutes ago by way of both courtesy to the Board and as notice to the 'Affected Directors' in the Sponsor class of Membership. Regards Cheryl Langdon-Orr Chair of the 2023 Elections Committee (Author of the Report)

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