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Council of Management


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  1. Purpose

    These Rules were established as a bye-law of Nominet UK, under Article 51 of its Articles of Association by the Council of Management, at its meeting on 19 January 1999.

  2. Introduction
    1. Role
      1. The PAB represents the interests of the different stakeholders in the .uk Top Level Domain. Many of it's members are likely to be (individuals) associated with the (corporate) members of Nominet UK.
      2. The PAB will operate in addition to the existing executive staff, Council of Management and Steering Committee, but will replace any former sub-committees (of the Steering Committee). A reference to any of these bodies in these Rules assumes that they are the bodies pertaining to Nominet UK.
      3. The PAB will develop proposals for policies and rules, for consideration by the membership of Nominet UK and/or the Council of Management.
    2. Membership
      1. The membership of the PAB comprises:
        • Two of Nominet's non-executive directors
        • Eight members elected by the Steering Committee
        • Up to five appointed organisations
  3. Membership
    1. Number of Members
      1. Two of the members of the PAB are non-executive directors of Nominet UK. Their nomination is governed by paragraph C2.
      2. Eight of the members of the PAB are elected by the Steering Committee. Their election is governed by paragraph C3.
      3. Five of the members of the PAB are appointed organisations. Their appointment is governed by paragraph C4.
    2. Members from the Council of Management
      1. Two of the members of the PAB are nominated by the Council of Management.
      2. Such a member will cease to be a member of the PAB on:
        • notice in writing to the Chair of the Council of Management;
        • notice in writing by the Chair of the Council of Management on a resolution of the Council of Management;
        • ceasing for whatever reason to be a member of the Council of Management.
      3. In any of these circumstances the Council of Management shall nominate a replacement to the PAB from the remaining non-executive directors.
    3. Elected Members
      1. Eight members of the PAB will be elected by a Postal Ballot of the members of Nominet UK:
        • Elections will take place using the Single Transferable Vote system.
        • Each member of Nominet UK will have one vote in the ballot.
        • This process will apply to the initial and all subsequent elections.
      2. The eight elected members will retire by rotation on a biannual basis:
        • Four of the first elected members of the PAB will hold office until 31 March 2000 and four until 31 March 2001. (The constitution of each group will be determined by drawing lots.)
        • Thereafter, each of these eight members of the PAB will be elected for a period of two years beginning on 01 April.
        • Elections will be held once a year. Nominations for election will normally be sought by the chair of the PAB in January and will be voted on in March.
      3. Should an elected PAB member resign from (or for whatever reason cease to be a member of) the PAB, (other than in the month of March) the remaining members of the PAB may appoint a person who is willing to act to fill the vacancy. (Provided that the appointment does not cause the number of elected members of the PAB to exceed eight.)
      4. If, however, any elected member ceases to be a member of the PAB in the month of March then the seat will remain vacant until the forthcoming election.
      5. A member of the PAB who has been appointed in accordance with paragraph C3c shall only hold office until the next election. If not elected at that election he or she shall vacate office at the end of the next meeting.
      6. The date for nominations for the election of the first eight members of the PAB, and the date for voting on those nominations, will be announced by the Managing Director of Nominet UK, after consultation with the Council of Management.
      7. The eight elected PAB members are elected as individuals, and accordingly they will not be required to leave the PAB on a change in their employment, or on ceasing to hold any particular office.
      8. The eight elected members of the PAB need not be (employees of) members of the Steering Committee.
    4. Appointed Member
      1. The Council of Management will initially invite five organisations to join the PAB.
      2. Thereafter in each year, after 31 March, the whole PAB will invite five organisations to join (or rejoin) the PAB.
      3. Should any organisation resign from the PAB (other than in March), the PAB should invite another organisation, which is willing to act, to fill the vacancy.
      4. In order to provide continuity, appointed member organisations are encouraged to ensure that they are represented at meetings by the same individual.
    5. Dismissal
      1. Any member of the PAB shall be deemed to have resigned on the unanimous vote of all the other PAB members.
      2. In this instance absentees and abstentions shall count as votes against the motion to dismiss the PAB member.
  4. Chair
    1. First Chair

      The Council of Management shall appoint the first Chair of the PAB from among the PAB's first fifteen members.

    2. Election

      Following the elections for members of the PAB in March 2000 (and each subsequent March) the PAB will elect a Chair by majority vote at their next meeting.

    3. Resignation
      1. In each year (including the first) the Chair will remain in position until the beginning of the first meeting after the following 31 March, unless prior to that date the person resigns from the Chair, or the PAB, or, ceases to be a member of the PAB or is removed under paragraph D4.
      2. In any of these cases the PAB will as soon as practicable elect a Chair by majority vote either at a specially convened meeting or by a ballot in writing. This person will then remain the Chair until the beginning of the first meeting after the following 31 March.
      3. If the resignation of a Chair only takes effect from the election of a replacement, then the resigning Chair will supervise the meeting or ballot to elect the replacement Chair.
      4. If the resignation of a Chair takes immediate effect, then the Council of Management will nominate an interim Chair to supervise the process of electing a replacement Chair.
    4. Change
      1. After 31 March 2000, the PAB may consider a motion to replace its Chair at any time.
      2. Such a motion must be considered at a properly convened meeting, and the motion must be detailed in the notice calling the meeting.
      3. Paragraph E3 is to be noted in considering such a motion.
  5. Meetings
    1. Number

      The PAB will hold at least two meetings a year.

    2. Conduct

      The PAB may regulate its meetings and its decision making as it shall think fit, subject only to paragraph E3.

    3. Consensus
      1. The PAB will reach its recommendations by consensus wherever possible.
      2. In the event of a ballot, then each member (whether elected or appointed) will have one vote.
      3. In the case of an equality of votes on any question the Chair shall have a second or casting vote.
    4. Reporting

      The Chair of the PAB will nominate a member to prepare a note of each meeting which will be posted on the appropriate page on the Nominet UK web site.

    5. Quorum
      1. The quorum necessary for a meeting of the PAB shall be eight members.
      2. However, if for any reason the PAB has less than eight members, the whole PAB shall be considered to constitute a quorum, but only for the purpose of filling the necessary vacancies by appointment (in the same manner as in paragraphs C3c and C4c).
    6. Telephone Conference

      A member entitled to attend a physical meeting of the PAB may participate by means of a telephone conference or other facility whereby all people participating in the meeting can hear each other.

    7. Additional Meetings

      The Chair of the PAB may (and at the request of any five members of the PAB shall) summon a meeting of the PAB at any time, subject to the notice requirements set out in paragraph E8.

    8. Notice
      1. At least fourteen days written notice of meetings, and the business to be transacted, must be given to members.
      2. The Chair (or if there is no Chair, the Managing Director of Nominet UK) may give notice to a member of the PAB by hand delivery, pre-paid post, fax or e-mail at the member's last known postal or e-mail address or fax number.

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