> On Jun 3, 2019, at 13:14 , Noah <[email protected]> wrote:
>
> Hi Andrew
>
> During discussions many suggestions/ideas, are said and the whole idea of the
> discussions is to arrive at a decision by listening to other board members.
> In fact the outcome of these discussions and the most important outcomes of
> the board meetings are the crafted resolutions.
Sure, but there certainly ought to be a reasonable expectation that an
accusation against another board member which is factually baseless and
involves a claim of violation of an agreement which makes it perfectly clear
that the conduct in question _IS_ permitted would not be permitted in such a
body.
As Andrew pointed out… Every member of the board signed the document in
question and should, therefore, be familiar with its content.
As Andrew pointed out, the document in question specifically allows for board
members to further discuss and disseminate information of a public nature.
As Andrew pointed out, the document shared with the community was a public
document.
> Therefore when we start scrutinizing minute by minute what individual board
> members say or suggest in discussions we are now entering mind control
> territory.
When the board takes such a provocative action by acting in bad faith against
one of its own, the community has a duty to scrutinize the boards actions.
Indeed, the community has a broad responsibility to oversee the actions of the
board and ensure responsible governance and accountability of the board to the
members and the community.
Failing to review and comment on the minutes in question would be failing in
that responsibility.
> There is nothing abnormal with what transpired in the discussions in those
> minutes unless of course if you want to make us foolishly believe that an
> individual board member must not suggest a subjective idea which a collective
> group can determine through a discussion if what was a subjective view point
> becomes an objective viewpoint.
Sadly, I think you may be right that it may not be abnormal for board members
to act in bad faith against other board members. However, I do not believe that
means we should continue to tolerate it.
Without wading into your awkward sentence about subjective and objective, I
will point out that objectively, the facts are as Andrew stated them…
1. Every board member should be familiar with the terms of the NDA.
2. The NDA specifically allows board members to publicly share
information which is already public.
3. The document shared by the board members in question was, by
definition already public.
All of these are objective facts. Not subjective.
Bringing a motion against a board member claiming that the action in question
violated the NDA is, therefore, objectively an act of bad faith.
> That whole discussion was perfectly normal and the conclusion of the minutes
> indicate as such. There was no NDA violation and the was a call for the board
> to find better ways to cohesively work together including improving
> communication between themselves as relates with the management of the
> organization in a more corporate structured manner.
There remains in the minutes a claim that the CEO should not have published the
document without board approval. This claim is patently absurd and the fact
that you would call it normal is almost as disturbing as the fact that the
board came to that irrational conclusion.
> There is therefore no reasonable cause to call out for the resignations of
> the board members and I fully support the board as they continue carrying out
> their mandate.
A board member brought a serious accusation against another board member in
objective and clear bad faith and you do not feel that this warrants a call for
that board member’s resignation? I suppose here we get into subjective
territory, but I believe that board members should at the very least be
encouraged to limit accusations to those which can be backed up by facts and
which are not so obviously specious in their origins.
I think it is unreasonable and unwise to tolerate such conduct from board
members. The fact that the board ultimately came to the correct conclusion does
not justify the initial acts of bad faith which initiated the discussion in
question.
Owen
>
>
> Cheers,
> Noah
>
> On Sat, 1 Jun 2019, 00:08 Andrew Alston, <[email protected]
> <mailto:[email protected]>> wrote:
> Thank you Alan,
>
>
>
> Now – I would like to break this down a bit – firstly – every directory is
> signatory to this document – and by signing it – have acknowledged – under
> their own hand – their knowledge of its contents. There can be no claim that
> the contents of this document once signed by a director are not known.
>
>
>
> Now – with that said – let us look at what the NDA said – wording relevant to
> this is highlighted:
>
>
>
> 1. I understand that certain information about AfriNIC is confidential, which
> is information not previously published or otherwise disclosed to the public
> and which relates to but is not limited to the following:
>
>
>
> Now – there can be no question that the information in said documents were
> disclosed to the public. The court had the documents – the courts – are a
> public entity – judges – are public servants. To add further weight – I point
> to the fact that resolution 201411.211 states: However, information
> disclosed by the Board to third parties not under NDA to the Board is no
> longer confidential and is deemed to be in the public domain.
>
>
>
> So – it is absolutely beyond dispute that those court documents were public
> information. It is absolutely beyond dispute that every director had to know
> the definition of confidential – they signed the NDA. Therefore – logic
> states – that any director making a claim of NDA violation or claiming
> contractual violation in breach of the NDA was bringing a motion that he KNEW
> was both frivolous and without any merit whatsoever.
>
>
>
> Now – let us look beyond the bylaws at the companies act specifically section
> 143 entitled “Duties of directors to act in good faith and in best interests
> of the company”
>
>
>
> Section 143.(1).(c) states: exercise their powers honestly in good faith in
> the best interests of the company and for the respective purposes for which
> such powers are explicitly or impliedly conferred;
>
>
>
> Now – since it can be CLEARLY established that the power to bring charges of
> NDA violation and violation of contract were exercised in bad faith –
> considering the full knowledge of said director under his own signature that
> the information was not – and could not be – covered under the NDA – at the
> VERY least one director is in, at least in my mind, in clear violation of
> this clause and his fiduciary duties as a director. Furthermore – while
> perhaps more tenuous an argument – I would argue that the chair – knowing
> full well that the charges being brought were frivolous and in bad faith (on
> the same basis that the charges made by Serge were in bad faith) acted
> contrary to the best interests of the company by allowing these charges to
> be heard – and published – showing the world a completely dysfunctional board
> acting in bad faith.
>
>
>
> So – while I stand by my statements that I believe the board as a whole
> should resign – particularly in light of the fact that not a single director
> objected to the charges brought and the fact that the meeting was being held
> in the first place – thereby lending credibility to a clear cut act of bad
> faith – and therefore also acting against the best interests of the company –
> I need to state – that this in particular applies both the Chair and Serge
> Ilunga – both of whom in my mind CLEARLY violated the companies act and their
> fiduciary duties as is clearly documented in those minutes.
>
>
>
> Hence – I reiterate my call for the resignation of the directors.
>
>
>
> Thanks
>
>
>
> Andrew
>
>
>
> From: Alan Barrett <[email protected]
> <mailto:[email protected]>>
> Date: Friday, 31 May 2019 at 20:55
> To: General Discussions of AFRINIC <[email protected]
> <mailto:[email protected]>>
> Cc: AFRINIC Board of Directors' List <[email protected]
> <mailto:[email protected]>>
> Subject: Re: [Community-Discuss] Gratitude
>
>
>
>
>
> > On 28 May 2019, at 14:49, Frank Habicht <[email protected]
> > <mailto:[email protected]>> wrote:
> >
> > Dear AfriNIC board members,
> >
> > reference is made in below email, and also in several other discussion
> > items regarding AfriNIC and its governance, to an NDA that board members
> > are to adhere to.
> >
> > Can you share the document please?
>
> The Board NDA has been published at
> <https://afrinic.net/board/board-documents
> <https://afrinic.net/board/board-documents>>
>
> Regards,
> Alan Barrett
>
>
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