Proposed Amendments to the DotAsia Articles of Association 2023

How do you give feedback?

We are releasing this information today to start the conversation.

Later this month we will release a survey to members, asking for your feedback and current opinion about each proposed area of change.

In October, we will hold an online meeting to report back on the findings of the survey, and discuss any questions or concerns.

You can provide feedback at any time by email to boardsec [at] dot.asia and it will be shared with the Board.

After all this input is taken into account, the Board will update and finalise the proposed changes, and move into the decision process.

Where can I find the details?

We are attaching three documents with details:

1. a summary of the changes,
2. a Background paper with the reasoning behind these changes, and
3. the proposed draft Articles of Association, which would replace the current M&A.

The draft Articles look very different to the current M&A because they have been updated to meet the requirements of the latest Companies Ordinance in Hong Kong, with the draft based on the Companies Registry template.

On September 19, 2023, we sent a package of materials, which was also posted on the DotAsia website, containing significant proposals to change and update DotAsia’s constitutional rules (the Articles of Association).  Between October 7 and 31, 2023, an online survey was set up to obtain further feedback, and on October 9, 2023, a DotAsia Community Engagement session on the proposed amendments was held in conjunction with the IGF 2023 in Kyoto and online.

Positive Feedback Received from Members So Far

First of all, our greatest gratitude to all who provided feedback.   Of the 16 Members we have heard from so far, 12 expressed general support for the proposed amendments, 2 expressed concern and did not support the proposal, and 2 others provided additional suggestions without indicating whether they support the amendments or not.  Based on the positive feedback received from Members, we are proceeding forward with a 2nd Draft of the proposed amendments incorporating updates from the comments collected.

Adjustments Incorporated Based on Feedback Received

The following 4 items are incorporated into the 2nd Draft of the proposed amendments to the DotAsia Articles:

• Not more than 1 person from the same organization should serve on the Nomination Committee at any time.
• Nomination Committee members while appointed annually could serve successive terms for continuity of knowledge.
• Persons on the Nomination Committee should be independent from the Board, and no Board liaisons will be included.
• Clarification on the process for termination of Membership, and adding explicitly the ability for the Members to resolve to terminate a Membership.

Focusing on Proposed Amendments from the First Draft

Some other suggestions were also received, including: for a smaller Board (as well as for expansion of the Board) than the current 11, for even longer terms such that Board Elections do not have to occur every year, for more Directors being appointed through the Nomination Committee process, for eliminating or restructuring the concept of member categories (Sponsor and Co-Sponsor Members), and changing the election process.  We have considered the different suggestions and believe that further study on the matters will be needed.

Given that the Hong Kong Companies Ordinance was updated in 2014 and some of the Articles in the current DotAsia M&A are outdated, and the vital need to strengthen the DotAsia governance structure to protect the organization, we believe that it is in the best interests of DotAsia to focus on the already proposed amendments with minor adjustments, rather than to incorporate further significant changes at this time.  The other suggestions should be further considered and proposed as amendments in an iterative process for continuous improvement in the future.

Details of the 2nd Draft of the Proposed Amendments and Call for Feedback

We are continuing the conversation on the matter and updated the following three documents with details for your consideration:

1. An updated summary of the proposed changes
2. An updated Background Paper with the reasoning behind the changes
3. An updated draft Articles of Association

Please provide your feedback at any time by email to boardsec [at] dot.asia and it will be shared with the Board by Jan 26, 2024.  After considering the comments received, the Board intends to update and finalize the proposed changes for Member decision in time for a General Meeting of the Members to be scheduled on Feb 26, 2024 (Mon) at APRICOT in conjunction with the AP* Retreat.

Timeline for Board Elections 2024 and AGM

We note that it is a tradition that DotAsia holds its AGM at APRICOT in conjunction with the AP* Retreat.  However, because in response to the Election Committee (EC) Report on the Board Elections 2023, a by-election was held in November 2023, both the annual development of the Board Elections Procedures (BEP) for the Board Elections 2024 as well as the progress of this proposed amendments to the DotAsia Articles were interrupted.

It continues to be the Board’s intention to seek Member approval of the proposed amendments to the DotAsia Articles such that the new Articles will be in place before the next Board Election, to ensure that the reforms strengthening the governance of DotAsia will be in place to better protect the organization.  Furthermore, the EC Report contained recommendations for improvements on the BEP, and it is important that the recommendations be properly considered and incorporated into the BEP for the Board Elections 2024, including adequate time for Member and AC input and Board deliberations, to ensure that the robustness of the BEP is enhanced based on the experience and learning from the formal legal investigations presented in the EC Report.

We have also reviewed legal advice on the matter of the timing for the DotAsia AGM and understood that, in accordance with the current DotAsia M&A (in particular Articles 11 & 37) and the relevant laws in the Hong Kong Companies Ordinance, the DotAsia AGM 2024 should be held on or before May 26, 2024.

The implementation of the EC Report recommendations is now included in the 2nd Draft of the Board Elections Procedures (BGC-004 version 2.0) and posted on the Board Elections 2024 webpage for your comments as well.  Included also on the page is a Draft Notice of Board Elections 2024 which contains the detailed proposed timeline for the Board Elections 2024, and the schedule to call for the DotAsia AGM 2024 on May 23, 2024.

DotAsia Strategic Plan

The changes the Board is proposing both to the DotAsia Articles as well as to the Board Elections Procedures will help DotAsia deliver on its mission and be more accountable to the whole Asia Pacific Internet community.  Towards that end also, we are publishing for the first time a draft Strategic Plan for your feedback.  You can find further background and information about the development of the Strategic Plan on the webpage.

We welcome your scrutiny and input on all aspects of:

• 2nd Draft of the Proposed amendments to the DotAsia Articles Association;
• 2nd Draft of the Board Elections Procedures (BGC-004 version 2.0); and,
• Draft of the DotAsia Strategic Plan.

We thank you for your continued support for the DotAsia works and look forward to your comments, questions, and feedback.