On the LINX96 Special Resolution

Three years ago LINX began a process of reviewing its governance and decision making. This happened mainly because the organisation had evolved from a small one in the mid-1990s with decisions being made by the board (council) to an organisation with staff making many of the decisions. This is all mainly described here, on the LINX web site.

Unfortunately, the proposed changes to the constitutional documents, the Memorandum and Articles of Association, are more far reaching than is immediately apparent from reading those materials.

In particular, between the consultation in November 2016 and the publication of the proposed changes a mechanism for the chairman to prevent consultation of the membership on important questions was introduced.

It only became clear later, on the 8th of February, what the motivations for these changes were. They include preventing consultation with the members, "if it would be illegal to do so." The main circumstance where this kind of unlawfulness is likely to arise, which is at no point explicitly mentioned, is with the unauthorized disclosure provisions of the Investigatory Powers Act.

This whole exercise would have been quite reasonable if it had been conducted on the basis that there is a new law that enables mass surveillance, and that as a major infrastructure operator in the UK, LINX must decide how it will meet its obligations under the law as well as to its members. But instead it has been posed simply as an update and modernisation of the corporate documents.

We believe that this change is far-reaching. The Investigatory Powers Act is a major development and the network operators in the UK (and in this instance, the members of LINX) must come to a view on how we are to act with respect to it. This decision needs to be informed and explicit.

It may be that the proposed changes are appropriate, but they have received insufficient scrutiny with insufficient context. In order that this can happen, the new Memorandum and Articles must not be adopted at LINX96.

If a LINX member reading this has already given instructions to vote in favour of this, using the Electoral Reform Services electronic voting web site (which gives the impression that this proxy instruction is final) it is possible to revoke the proxy appointment at any time before the beginning of the EGM on Tuesday the 21st. It should be mailed to the LINX company secretary -- cosec@linx.net or presented in person at the meeting.

If this is done early enough, it may be possible to make a new instruction using Electoral Reform Services. Failing that, this form can be used to make a new instruction for the chairman to vote against the measure and should be sent to the company secretary -- cosec@linx.net and the chairman -- chair@linx.net.

William Waites
For the HUBS Board
Edinburgh, 16 February 2017