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15 responses to “Qs and As”
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Dear Madison, Leonid, Board,
I’m curious about why Members need to meet again on the matter already resolved. I’d appreciate it if you would give us the background.
Is the text to be resolved in our next EGM different from the text we already resolved in February?
Or, does Malaysian law request APTLD to have two kinds of Member resolutions for them to approve the amendment?
Or …
Hiro
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On Tue, 30 Jul 2024 10:13:27 +0800
Madison Wang wrote:
Dear Ordinary Members,Referencing the Adoption of the Amendment Constitution and By-Laws passed with an 80.95% majority at the Annual General Meeting on 21 February 2024, to fully comply with law of Malaysia, there is currently a need to repeatedly ratify the adopted amendments in order to submit such amendments and obtain approval from the Registry of Societies of Malaysia, as per the RoS’s demand.
The EGM will be conducted online at* 5:00 UTC* on *21 August 2024*. Meeting
link: *******************************In light of the need please find attached the EGM Notice, draft EGM Resolution and the amended Constitution and By-laws of APTLD.
May we also remind you that according to the APTLD Constitution,
*13.1……every Ordinary Member shall have one (1) vote which must be exercised by its Representative or by proxy executed in writing…*and
*13.2.1. No Ordinary Member other than an Ordinary Member duly registered and which has paid all subscription fees and other sums payable to the Association, shall be entitled to vote on any question at any General Meeting;
We hope for your kind understanding and support, and apologize for any possible inconvenience caused.
Attached is:
1. Draft Resolution and Notice
2. EGM Agenda
3. Amended Constitution of APTLD
4. Amended APTLD BylawsTruly yours,
Madison Wang
APTLD secretariat-
Response by GM:
Dear Hiro-
Thank you for your query.
For your information, APTLD is bound to provide the annual information and updates to the Registry of Societies (RoS) of Malaysia. Such input includes, inter alia, AGM Minutes, and it should be entered into a special database by our legal counsel in Malaysia within 45 days upon completion of an AGM, though this deadline did not seem to be binding due to quite lenient approach on the RoS’s part.
Regardless, following our well-established practice,we, APTLD, keep sharing all the documents as prescribed by the law; and this time, all the documents, including the draft amended Constitution, were shared with the legal counselor well on time; however, unbeknownst to the legal counselor, the recent changes in Malaysia law have demanded that in the case of making changes to a company’s charter documents, such as a Constitution, thus updated documents should be submitted to RoS within 60 calendar days upon their adoption. Unfortunately, due to the failure to observe the timeline, RoS declined the submission and suggested APTLD Members have another EGM to once again pass the respective decision and to have the legal counselor re-submit the amended Constitution to RoS in a timely manner.
Hence, the need to have another EGM, which is most unfortunate, of course, and has given rise to your quite logical question.
Needless to say, the spirit and substance of the proposed Resolution is absolutely the same, while the wording just slightly differs from the previous one.
May I also take this opportunity to direct you to the Board Communiques which are regularly posted on our website to keep members abreast of Board’s decisions.
As well, to ensure a due quality of legal services in our economy of domicile, I am going to table the need for running a tender to select a legal counselor as an agenda item for the upcoming Board meeting.Yours ever,
Leonid Todorov
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Comment from TWNIC:
We are writing to express our serious concern regarding the process through which Ms. Ai-Chin Lu changed her affiliation from TWNIC to the IUSN Foundation in late 2023, while continuing to serve as a board member, instead of vacating her seat. The Board confirmed that this move is consistent with the Constitution of APTLD during its Board Meeting in January 2024.As you are aware, Ms. Ai-Chin Lu was nominated and elected as an APTLD board member in 2023 while affiliated with TWNIC. This year, we were surprised to learn from the January 2024 Board Meeting Minutes that “Ms. Ai-Chin Lu, as a Board Director, has become affiliated with .NU. .NU is an ordinary member of APTLD. The Board discussed the move by correspondence and noted that the Director’s current status is consistent and permitted under the Constitution. A Board director proposed including this information in the minutes as a notice to members. The Board agreed. Resolution: To document the change in Ms. Ai-Chin Lu’s employment organization in the minutes (ref. nr.omitted).”
We are surprised that the Board quickly decided that Ms. Lu’s move is consistent and permitted under the Constitution. While we fully agree that board members should act in the interest of APTLD and not any individual members, from Article 14.12 of the APTLD Constitution, it is clear that the eligibility of a board member (i.e., whether they are eligible to be elected or serve as a board member) is tied to the member they were affiliated with when elected (“Member”), and his/her office should be vacated when he or she is no longer employed by the Member. This also proves that it is not permitted under the Constitution that a board member can arbitrarily transfer to other APTLD members, in order to maintain his/her board seat. Furthermore, the Constitution repeatedly uses the terms “he/she or the Member he/she represents” also indicating that the eligibility of board members is closely tied to the Member.
We are upset that this issue was not carefully discussed in the Board meeting, nor was TWNIC properly notified when Ms. Ai-Chin Lu notified APTLD to change her affiliation from TWNIC to IUSN and when the Board discussed her such move.
We hereby request that the Board revisit this issue and take necessary actions during the July 2024 Board Meeting.
We request your prompt attention to this matter. Meanwhile, we are happy to provide further opinions. Please do not hesitate to reach out to us if you have any questions.-
Response by Board Vice Chair:
Dear Colleagues at TWNIC,
Thank you for your query in which you raised some constitutional and Board-related issues. I would like to reassure you that the Board, including two directors who were legally qualified, did not act in haste, we discussed the issue carefully.
As stated in the Minutes and the Board resolution, the Board noted that the Constitution does not directly deal with the matter; however, the Board did not find any evidence of inconsistency between a Director’s change of affiliation and the wording of the Constitution, which does not ban such an action.
Therefore, the Board will not be revisiting its January 2024 consideration of the Chair’s change of employment. But we will continuously refine the constitution in the future.
The Board serves the Association’s community and with its commitment to transparency, its decisions are always available to the Members. We really appreciate your concern on APTLD issues. And meanwhile, as a kind reminder, TWNIC, just like any other Ordinary Member, is welcome to nominate its representative for the upcoming Board elections in 2025.
Warmest regards,
Hongtao LI-
Respons by TWNIC:
Dear HongTao,
Thank you for your response. We appreciate the Board’s attention to this matter and your reply on APTLD’s website (https://aptld.org/about/faq-aptld/).While we value the efforts of APTLD in serving its members and community, we believe that a transparent process for handling complaints is equally crucial. We were somewhat surprised and disappointed to find that, after raising our serious concerns regarding the process through which Ms. Ai-Chin Lu transitioned her affiliation from TWNIC to the IUSN Foundation while continuing to serve as a board member—an action we believe is inconsistent with Article 14.2 of the APTLD Constitution— no specific reasons were provided in the reply on how the Constitution should be interpreted in this context.
To ensure thoroughness, we consulted with our lawyers from Baker McKenzie Malaysia member firm, who have issued an official legal opinion supporting our perspective. We attach their official legal advice in this email for your review and consideration. We believe this matter involves a legal issue that warrants a more detailed explanation supported by concrete reasoning.
We appreciate your kind reminder regarding the nomination process for the Board Election in 2025. However, we feel that ensuring good governance is even more critical, given APTLD’s significant role within the community. We look forward to your response on this matter.
As mentioned in our previous communication, please always feel free to reach out to us if you require any further information. We are always happy to assist.
Best regards,
Jo-Fan
(Attachment is not available due to the website setting. To see it, please contact sec@aptld.org)-
Response by Board Vice Chair:
Dear TWNIC team,
On behalf of the APTLD Board, I would like to renew our thanks for your insights and the legal opinion on the matter, and to apologize for our delayed response as it took the Board quite a while to examine and discuss the matter.
In so doing, we based our conclusions on the recognition of obvious shortcomings and ambiguities in the wording of the previous Constitution that we were guided with and which is cited below. The said Constitution allowed quite differing interpretations which have been addressed and rectified in the recently adopted updated Constitution.
The Board based its decision on the following premises:
1)The Constitution granted the Board the authority to decide on ambiguous matters as it deems appropriate: “21.1 The Board shall be empowered to interpret the provisions in the Constitution and by-laws and when necessary to use its discretion to determine any point on which the Constitution is silent”.
2)Everything which is not forbidden is allowed, which is a legal principle enshrined in various law systems, including the Commonwealth Law, under which the APTLD Constitution falls.
In this respect, we found that the Constitution does not explicitly disallow Director to change his/her affiliation while in office.
3)The same principle is also known as the “general power of competence” whereby the body or person being regulated is acknowledged to have competent judgement of their scope of action”, which further corroborates our confidence that in the context of the disputed matter the Board holds authority sufficient to make conclusions on matters that would otherwise fall under the competence of legal authorities.
4)We took notice of the fact that Ms. Lu’s transition from .TW to .NU occurred in such a manner that has not affected the fundamental clause of the Constitution, namely,
“14.12.7 he/she is no longer in the employment of the Member”.That is to say, as the transition in question occurred momentarily and she was immediately employed by another Ordinary Member, it has not breached another fundamental principle, namely, “representation of an Ordinary Member”. In the Board’s view, a provision that would cause the extreme response of vacation of position needs to be beyond doubt. If change of affiliation were intended, clause 14.12.7 should have referred to “the nominating Member” and not simply “Member”. This interpretation is consistent with the previous interpretation when the same situation arose.
In conclusion, by the majority of vote the Board recognized the validity of both Ms. Lu’s transition and the Board’s respective decision.
We hope that TWNIC will accept this decision following clause 14.3 of the previous Constitution, in effect at the time the original decision was made: “Except where they are contrary to or inconsistent with the policy previously laid down by the Association in General Meeting, the decisions of the Board shall be binding on the Association unless and until countermanded by a resolution carried by three quarters (3/4) of the Ordinary Members present and voting at a General Meeting.”
Warmest regards,
Hongtao Li
Vice Chair-
Thank you TWNIC and the Board, for intensive correspondences. I
have been highly interested in the correspondences since they have
caught my attention from the time TWNIC made their first post. I
checked the Qs and As page almost daily:-)Let me firstly state that I believe in Ai-Chin’s ability as
Chairperson and I am not discussing Ai-Chin’s chairpersonship. I
just want this argument to be settled with sound convincing legal
reasoning through sound correspondences.From the beginning, I have considered 14.12.7 of the then-effective
Constitution “he/she is no longer in the employment of the Member”
was the focal point of the argument.Following is my interpretation of 14.12.7 ;
Through all clauses in 14.12, “the Member” means “the Member
he/she represents.” In our case, it’s ‘TWNIC’.
And in my English history, definite article ‘the’ is always used
for reference to a specific object, not indefinite object.
This leads me to a conclusion that 14.12.7 should be read as
“he/she is no longer in the employment of the Member he/she
represents” and is not ambiguous at all. This conclusion of mine
was supported by the official legal advice TWNIC received、which
was kindly forwarded to me by the APTLD Secretariat upon my request.On the other hand, I learned that the majority of the Board
consider that “the Member” can be read as “a Member” and the
statement “14.12.7 he/she is no longer in the employment of the
Member” can be interpreted as “14.12.7 he/she is no longer in the
employment of a Member. So the Board concluded it’s ambiguous. I
hope the existence of this ambiguity is supported by an official
legal advice, preferably by a lawyer who is fluent in English and
Malaysian legal system.I may be wrong due to my limited English ability and limited legal
experience. Further, I’m sorry if I understand TWNIC’s and/or
the Board’s arguments incorrectly.Looking forward to responses.
Regards,
Hiro
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Comment from a Member’ staff:
Why are there only four candidates running in the 2024 election?-
Response by GM:
“No one pretends that democracy is perfect or all-wise. Indeed it has been said that democracy is the worst form of Government except for all those other forms that have been tried from time to time”. Echoing PM Churchill’s famous words, our answer is, it is all in the Ordinary Members’ hands and every Ordinary Member’s representative willing to stand for the Board can do so easily. APTLD fosters a direct, competitive and fair electoral process and our newly adopted By-Laws and
Constitution should leverage its best features. However, no one can force Members to run for the Board and at times, in the absence of a sufficient number of candidates, unfortunately, there even arises the need to appoint a Director by the Board’s decision or invite a volunteer Director without holding a (by-)election.
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Comment from a Member’ staff:
Members have no chance to apply to host the members’ meeting; only board members know the information.-
Response by GM:
This assumption is not correct, as every Member has the right to nominate itself at its own will for hosting a future Meeting. In fact, over the past 10 years, less than 50% of Meetings were hosted by ccTLDs whose representatives sat on the Board; while going forward, 3 applications out of 4 tabled for 2025-2026 were submitted by Members that do not have their representatives on the Board.
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Comment from a Member’ staff:
What are the sponsor levels (gold, silver, bronze) and how much sponsorship should they contribute respectively?-
Response by GM:
Currently, APTLD has three sponsorship tiers: Headline (USD 5,000 and up); Gold (USD3,000 and up) Silver (USD 2,000 and up) and Bronze (USD 1,000 and up).
Understandably, out of respect for our Sponsors, we do not disclose an exact amount of their contributions.
While it is up to a sponsor to select a specific tier, the Board is mindful of a potential threat of “capture” of the Meeting, so advises the staff not to attempt to seek greater amounts of individual sponsorships.
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Comment from a Member’ staff:
With regard to Members' meetings, there is no Request for Proposal (RFP) on the website, so members know little about the details, such as what the local host needs to provide and what APTLD will cover.-
Response by GM:
The APTLD Membership is very versatile, and one size does not fit all. In general, the staff discusses such requirements with every prospective host to find out what are the host’s commitments and capacity/ability and based on that, develops a collaborative framework under which the parties ensure the most efficient cooperation and cost-sharing arrangements.However, as a pilot [project we have posted an Invitation to Submit for Expressions of Interest to Host APTLD89 and hope to have Members’ feedback until end-August. Link: https://aptld.org/about/newsroom/19299/
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