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@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@monic.mo> *To: *"Rajiv Kumar" <rajiv@nixi.in> *Cc: *"Shantanu Acharya" <acharya.s@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@monic.mo. In order for the nomination to be considered legitimate we require that the nomination/seconding email be sent from dotasia@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@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

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