The “insertion” method described in point 5 is certainly confusing to integrate
in one’s head with the changes proposed in point 4.
While I have no vote in these matters, I will state my continued objection to
term limits. If the membership does not want a director to remain, they are
perfectly capable of removing that director from his office at the end of his
term by simply electing someone else.
Term limits deprive the voters of choice. They cause at least as much damage as
they do good in the vast majority of cases.
On the other hand, I do support the limit on the number of directors from a
common organization and believe that 2 is a reasonable number with the current
composition of the board. It may be worth expressing this rather than as a hard
number, as a fraction of the board in order to avoid a dangling dependency that
doesn’t get corrected should the makeup of the board (number of members, etc.)
be changed in a way that affects this consideration.
In the case of 13.8(c), I would not be opposed to reducing this provision to 1.
However, if 13.8 is to be implemented, there must be a mechanism defined for
the priority, order of operations, and precedence involved as well as the
procedure for resolving any conflicts between the election result and this
provision.
At the end of 13.8, I think the phrasing “For the avoidance of doubt, the
limitations enumerated in the above paragraph shall not apply to the CEO.”
creates more doubt than it avoids. For a plain-text reading of that sentence
would leave one thinking that they do apply to other board members elected from
the same {company,subregion,country} as the CEO, and leave it unclear as to
whether the CEO is counted in that tally or not. I believe the intent is not to
count the CEO as a board member for determining such conflicts.
I would propose the alternative wording:
“For the avoidance of doubt, the CEO shall be considered to come only from
AfriNIC itself as a company and shall not be considered to be from any
particular sub-region or country in determining any conflicts above. The CEO
shall neither be removed by any of these provisions, nor shall his presence or
history be used as a reason to disqualify or remove any other board member or
candidate.”
Point 8, I believe this should be made broader to cover not only transactions
with the company, but also any other potential conflict of interest such as
being affiliated with an organization which may substantially or
disproportionately benefit from a particular policy proposal in front of the
board for ratification, etc.
Perhaps:
15.6 A director of the company shall, where he has a potential conflict of
interest in any item brought before the board, disclose such conflict to the
board. Said director shall recuse himself from voting on any such matter before
the board where a conflict exists.
Point 10, I would suggest limiting the reappointment term not to the full term
of re-election, but rather, until the next general meeting of the membership
where directors are to be appointed. I realize this is a change from current
existing practice, but I believe it to be a more appropriate course of action
in the event that a qualified candidate is not found in time for the election
as it will help to reduce the duration of incumbency through apathy.
Point 11, No objection, except that I believe that the ability of the board to
serve as a check and balance on the nominating committee for compliance with
the proposed provisions of 13.8 may be worth preserving. I do not believe the
board should generally be able to “edit” the slate of candidates.
Point 13, No objection, but a concern that the determination of “endorsement”
is left open to interpretation. Is that a majority vote of those present in the
PPM? The determination of the PDWG co-chairs after the PPM as to whether
endorsement was achieved? Some other criteria? I believe here, especially, we
should be quite explicit in defining the process to be followed and the
mechanism by which endorsement is given, or, most importantly, withheld.
Pont 14, Suggest instead of a 2 month notice period, require presentation at a
PPM and on the appropriate -discuss mailing list(s) followed by a 60 day
comment period thereafter.
Owen
> On Nov 4, 2016, at 12:16 , Andrew Alston <andrew.als...@liquidtelecom.com>
> wrote:
>
> Hi Alan,
>
> I believe Point 5 may result in conflict with Article 13.4 that states that
> directors represent specific regions. For consistency 13.4 would also need
> modification.
>
> I believe that section 16 is also in conflict with the companies act. The
> companies act specifically states that a director may only be removed in a
> meeting dedicated to that purpose with that being the only item on the
> agenda. So while I have no problem with the community being able to recall a
> director, it must be through a dedicated meeting and not through the addition
> of an agenda item at a regular meeting.
>
> Other than that, all looks good
>
> Thanks
>
> Andrew
>
>
> From: Alan Barrett [mailto:alan.barr...@afrinic.net]
> Sent: 04 November 2016 21:26
> To: General Discussions of AFRINIC <community-discuss@afrinic.net>
> Subject: Re: [Community-Discuss] Bylaws changes
>
> Dear community,
>
> Here is the next round of suggestions for Bylaws changes.
>
> In cases where the previous proposal identified an issue but did not propose
> text, I am now proposing text. I am also proposing a few additional changes
> to address issues raised by others. Finally, I am proposing a change to
> address a problem with approving the annual financial statements.
>
> I intend to propose all these bylaws changes as special resolutions at the
> AFRINIC-25 SGMM, possibly with edits resulting from further review and
> discussion.
>
> Alan Barrett
>
>
>
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