Date Issued: Nov 6, 2023 [View in PDF]
This is a special advisory on the recently received Election Committee (EC) Report to the Members DotAsia Regarding the 2023 Board Elections (EC Report) and Board actions taken towards a by-election for the Board Elections 2023 in accordance with the existing Board Elections Procedures (BGC-004) and the recommendations from the Election Committee in the EC Report.
First and foremost, the DotAsia Board thanks the EC (and its legal advisors) for their thorough investigation, and emphasizes the finding by the EC of an outcome showing:
“no evidence of non-compliance with existing DotAsia procedures or Corporate documentation being found”,
and that:
“As a result of this independent review, the 2023 Elections Committee can assure the DotAsia Membership and the Board that the conduct of this election was not ‘compromised’ and was in keeping with the current Board Elections Procedures (BEP) and, where applicable the DotAsia Memorandum and Articles (M&A) further that the actions of the Election Committee were appropriate in the addressing of issues and concerns raised at the time they were raised.”
The EC Report confirms that the third party election provider and administrator, the DotAsia staff 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, 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.
The Board believes that the integrity of the election process is paramount and will proceed with a by-election in accordance with the BEP as published for the Board Election 2023.
Detailed dates and procedures will continue to be published on the Board Election 2023 (and DotAsia Board By-Election 2023) webpage and circulated to Members accordingly.
Furthermore, given the nature of the by-election as an extension of the Board Elections 2023, and the outcome of the EC Report reassuring that the integrity of the EC, the DotAsia staff and the third party providers are not compromised, the Board will proceed with the by-election with the same appointed team to serve in their respective roles to implement the election process.
In response to the recommendations put forth in the EC Report, the Board and the Organisation will make the following specific adjustments to the election process in the upcoming by-election.
These changes are consistent with the existing BEP and go as far as possible in implementing the EC’s recommendations in a short timeframe.
Specifically:
- the Board will defer to the EC on the current practices for implementing the procedures (Recommendations 5.3.1, 5.3.7, 5.3.8 & 5.3.10) and obtain further suggestions from the EC for improvement of the BEP for future elections;
- the exact commencement of the dispute resolution time will be announced (5.3.2);
- the ‘interim’ step of disclosing preliminary results will not be taken (5.3.3);
- the arrangement of the Board Secretary (i.e. BGC Chair) as the liaison to the EC will be suspended, removing any chance of the Board improperly influencing the work of the EC;
- the Board Secretariat team will support the EC at its disposal and will recuse themselves when asked by the Election Chair (5.3.4 & 5.3.5);
- the drawing of lots, if required, in the case of an equality of votes, will be carried out automatically (algorithmically) and not manually by the voting platform (5.3.6); and
- a note following the practice as applied by the EC for additional time to be afforded to cast votes if there is a technical issue will be included on the Board Elections webpage.
All the other recommendations cannot immediately be implemented without changes to the BEP (or DotAsia Articles of Association). They all have merit and need to be incorporated in the Articles and BEP for future elections. They will therefore be further considered by the incoming Board after the by-election, and adjustments to the Articles and the BEP proposed to implement them.
Finally, in accordance with the BEP, a General Meeting of the Members will be called to report on the by-election results. The date and time will be confirmed when the election timeline is shared.
This meeting will also be an open opportunity for Members to talk about the Report and its findings, as well as to share their thoughts about the implications for DotAsia in future Board Elections.
The Board continues to support and stand by the integrity of the DotAsia staff team in their work towards the vision and mission of DotAsia, and look forward to return to the work of steering the organization towards a clearer strategic direction and to work with Members through the proposed amendments to the DotAsia Articles of Association that would strengthen DotAsia’s governance.
Sincerely,
Board of Directors
DotAsia Organisation