>A Director may not vote on or be present during the consideration by the >board of any matter in which the Director has, directly or indirectly, a >material personal interest. If a Director votes in contravention of this >article that Directors vote is not counted. >A Director who is not entitled to vote or to be present during the >consideration of a matter, may not be counted in any quorum required for a >meeting of the Board. So from the above does this means that:- 1. Peter Gerrand is excluded from meetings and voting on any subject matter involving DNS by virtue he has a personal interest as ceo of MiT? 2. Like wise Michael Malone (ASN.AU) by virtue he is also a DNS registrar? The fact that all of the current directors are some how connected with ISP's is not of concern as this is to be expected, as stated previously Lawyers do law reform and Accountants do Tax reform so it stands to reason that ISP's or persons from the Internet community do DNS/Internet reform. What is of concern is the fact that the CEO of MiT (current com.au registrar) sits on the board and is able to make decissions (by way of vote). Also that the currnt directors have not expressed their future plans. Please let us know:- 1. Do any of the current directors of ADNA plan to be involved with any entity, be it director, shareholder or some other connection (ie: inter company shareholdings etc) which shall bid for a role as a DNS registrar. If so would it not be better to resign and cause no further conflic of interest debate. It is obvious that Peter Gerrand will remain as CEO of MiT and that they will remain as a DNS registrar so would Peter stand aside and let the board vote on a replacement. This would solve some of the conflict of interest debate, Peter could still be involved through consultantion etc. Regards, James Austin Rainer Group Pty. Ltd. Voice: +61 (0)2 9894 1985 PO Box 863 Fax: +61 (0)2 9894 1986 BAULKHAM HILLS NSW 2153 E-Mail: jea§rainer-group.com AUSTRALIA WWW: http://www.rainer-group.comReceived on Sun Mar 01 1998 - 19:50:40 UTC
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