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A Domain Name Association - part 2

This is the second in a multi-part series on how I would approach the establishment of a Domain Name Association. I must say that the feedback has been fantastic to date and that the discussion has been really valuable. I would encourage everyone to take part in the discussion.

The role of the board is to monitor the progress of the association so that it is in line with the guiding principles and vision. The following diagram illustrates the position of the board with respect to the principles and membership.

The board has 3 primary responsibilities:
1. Financial prudence and good governance to ensure that the organisation is solvent.
2. Fulfilling the vision via policies that benefit the different membership classes (more on this later).
3. Empower the executive with the necessary resources to meet the policy objectives

Members of the board may be part of a subcommittee that is involved in management tasks but when they report back to the board they need to act as directors.

 

In board meetings all directors of the association have a fiduciary responsibility to leave their external objectives (ie. personal and possible employer) and to work for the betterment of the association. This means that at times individuals may find themselves in a conflict of objectives. If this is the case the director will need to notify the board of a possible conflict and have it minuted that they have excused themselves from future deliberations on that particular issue. Typically, this will also involve the individual leaving the board meeting physical for a short time.

Issues such as the one above will need to be addressed as a part of the code of conduct that each and every director would need to sign prior to becoming a director.

Board Structure

Other than the CEO all board positions are for a maximum term of 2 years. Any director can serve for a maximum of 3 consecutive terms (ie. a total of 6 years) prior to having to rotate off the board. After being off the board for a term they may then offer their candidacy for election. This will then force a rotation in the board and ensure that fresh ideas are constantly being brought forward by new directors.

The board may initially be formed with a cascading terms (ie. some positions deemed as being already served for 1,2 or 3 terms) so that all elections for all board positions do not fall at the same time.

All board positions are only accessible either via:
1. Election in a particular category class.
2. Appointment by the board to assist in its proper functioning.
3. Chief Executive Officer

Under the guidance of the three overarching principles of inclusive, representative and transparent I would suggest the following structure for a fully functioning board. The category and classes of available board seats are derived from the various “freedoms” that are core to the vision outlined in part 1 of the series.

Category

No. Seats

Class

General User
Regular domain owner

1

A

 

 

Domain Investor
Invest in domains as a business model

3

A

B

C

Domain Supply
registries, registrars

2

A

B

 

Monetisation
parking, zero click, affiliate

2

A

B

 

Domain Sales
brokers, marketplaces

2

A

B

 

Development
Designers, business developers

2

A

B

 

Board reserved

2

N/A

N/A

 


Members that can possibly be in multiple classes must choose which class they represent at the time of becoming a member. This means that members can ONLY represent a single class. Members with multiple associated organisations may only represent one class. For example, if a member is a part of a group of companies that has both a parking company and a registrar then they must choose which class that they represent. This is to avoid any individual company potentially seizing multiple board seats with different affiliated companies.

To be geographically inclusive there needs to be at least three continents represented on the board. If there isn’t then the board can use one of its two reserved seats and appoint a director from a region to fulfill this objective.

The classes of A, B and C represents bands of size (by revenue). For example, there may be 5 domain investor members that qualify for the class A director seat. Any of these member may offer themselves up for their class’s board seat. If there is more than one member offering their services to the association for a single position then the other members in that class may vote whom they would like to represent their class on the board. In the event that there is a tie the current board chairmen has a casting vote to break the deadlock.

No board seat is automatically awarded to any member that “pays” for the position. All members are treated equally in their class and all directors have equal voting rights within the board itself.

This structure for the board will mean that it is inclusive, representative and transparent. All members will have an opportunity to become a director, represent their membership class and elections will be transparent and open. This would then satisfy the guiding principles of the association.

I would like to make it clear that these are my thoughts on how I believe that a domain association could be established. This is not meant to be disparaging against any existing associations in anyway whatsoever (eg. ICA, thedna.org etc.). I’m sure that this article will provoke a great deal of thought and hopefully comment. It is my belief that it’s through open discussion that a better outcome can be achieved.

Domain Association - Part 3
Domain Association - Part 1
 

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Wednesday, 28 September 2022
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