Personally, what stands out for me - and something I expressed to a few
Board members during Kampala - is that the AFRINIC Board are awfully
visible, both in public and non-public circumstances.

I sometimes can't quite figure out whether AFRINIC is being run by its
staff or the Board.

I would like to limit the operational visibility of the Board, and
expose more airtime with the AFRINIC staff on a number of matters, both
strategic and operational.

I do not discount the value and requirement of the Board, but I think it
is overshadowing those charged with running the organization on a
day-to-day.

Mark.

On 24/Jul/19 06:11, Owen DeLong wrote:
> Michuki and Dawit,
>
> Thank you for doing this.
>
> I admit that I was pulled into other things and was unable to attend the open 
> mic, so I will take this opportunity to comment on the summary.
>
> Organizational Transparency
>
> This has been one of the greatest failings of the AfriNIC board to date. 
> While I agree that there are some things the board should not disclose 
> (mostly matters that must remain confidential due to legal strategy, attorney 
> work product, the privacy of staff members undergoing some form of 
> disciplinary review or action, salary data, etc., I do think that the general 
> rule for the board should be “if in doubt, make it available to the 
> community” rather than “hide everything unless forced to disclose” (which 
> seems to be closer to the current operating model).
>
> I do not believe that detailed information increases suspicion. Rather, I 
> think information breeds trust and silence breeds suspicion.
>
> I do support the idea of placing much stricter limits on the scope of the 
> board NDA and a much tighter definition of the confidential information 
> covered by it.
>
> In general, I think that there should be a time limit not to exceed 10 days 
> for the board minutes to be made public after a board meeting. (note, I mean 
> 10 days after the meeting, not 10 days after they are adopted at the 
> following meeting).
>
> Community Engagement
>
> I question the value of additional meetings and additional board travel 
> expense to support them. I think there are better ways for the board to 
> improve community engagement that will both serve a larger fraction of the 
> community and cost the organization less.
>
> There should be an open alias that anyone who is subscribed to 
> community-discuss can use in order to communicate with the board. Board 
> members should have an email address published to community members which 
> they monitor and respond to reasonably. (This is the case in all other RIRs 
> to the best of my knowledge).
>
> Board members should be required to read and where relevant or requested, 
> respond to the community-discuss and members-discuss lists.
>
> In general, board members should seek to make themselves available, 
> approachable, and easy for community members to interact with, both at 
> meetings and via email at other times.
>
> Governance Committee
>
> IMHO, the governance committee should not be a standing committee. It should 
> have been constituted as an ad hoc committee with a mandate to review the 
> current governance structure of AfriNIC, identify specific improvements that 
> needed to be made, propose the necessary bylaw amendments, procedural 
> changes, etc., explain them to the community and work through the process 
> with the community to refine those proposals into actionable motions or 
> documents. In the case of motions, shepherding them through the process until 
> a vote shows a clear outcome (acceptance or otherwise), and then disband.
>
> There is no reason to have a committee whose job is to act as a go-between 
> between the community and the board. This only exacerbates the problems 
> mentioned in Community Engagement.
>
> Bylaws, Procedural Matters, and Legal Interpretations
>
> Nowhere else in the world are the RIR general member meetings subject to such 
> conduct as is becoming the norm for AfriNIC meetings.
>
> There are a number of problems that need to be addressed here…
>       Some need change to the bylaws:
>               +       Poorly defined procedures
>               +       Lack of a framework for addressing exceptional 
> circumstances
>               +       Overly specific definitions of certain aspects (vote 
> must be a show of hands) while failing to define
>                       important criteria (how many candidates can one vote 
> for if two people are to be elected and how
>                       are those votes to be counted).
>               +       Lack of a mandate for NOMCOM to recruit sufficient 
> candidates to stand for election (IMHO, minimum N+1 and
>                       better 3N or more where N is the number of  positions 
> to be elected)..
>               etc.
>
>       Some merely need some effort to create proper procedural and 
> operational language and codify it in an appropriate place.
>               +       The specifics of how proxies are handled
>               +       The ability to appoint proxies for each and/or all of 
> the specific proxy purposes
>                       +       Election of Directors
>                       +       Election of ASO/AC Representatives
>                       +       Voting on Motions on the agenda
>                       +       General representation in any other matter 
> brought before the meeting
>                       +       Whether or not a proxy is an authorization to 
> vote in a particular manner or a general authority
>                               to act according to the judgment of the person 
> appointed as proxy.
>               +       Under extraordinary circumstances such as a meeting 
> which runs well beyond its schedule, the ability to
>                       appoint a proxy from the floor to act in one’s stead 
> for the remainder of the meeting.
>
>       It is my opinion having observed this for several years that the 
> structure of the board requiring specific seats to be allocated to
>       specific regions causes more problems than it solves and that AfriNIC 
> would be better served by making all board seats
>       electable at large.
>
> Election and Election Related
>
>       IMHO, the concerns must be addressed now, while there is no active 
> election cycle. They should not be addressed by the
>       NOMCOM as by the time the NOMCOM is constituted, it is too late and the 
> NOMCOM is technically somewhat conflicted
>       in such deliberations as they are the implementers of any such 
> decisions made.
>
>       IMHO,the board should appoint an ad hoc committee comprised of board 
> and community members to address these issues or
>       the board should task the governance committee with this job. In any 
> case, the committee in question should be required
>       to provide an initial set of findings to the community (not filtered by 
> the board) no later than the end of November. Community
>       input should be sought on the initial findings and the committee should 
> provide a final recommendation to the community
>       and the board in the form of a set of actionable documents, board 
> motions, and/or special or normal resolutions as needed
>       to implement said recommendations. This final set of recommendations 
> should be provided to both the board and the
>       community in their entirety at the same time.
>
> Member Perceptions
>
>       I think that the various conspiracy theories and accusations being 
> bandied about by various parties are not worthy of
>       our time and should be dismissed.
>
>       I do not believe that anyone is out to destroy AfriNIC or any 
> particular member organizations. Nonetheless, the amount
>       of attention being paid to these beliefs by some individuals is 
> definitely creating an air of mistrust and causing strife
>       and additional difficulty for the community.
>
>       IMHO, the best way to address this is greater openness and transparency 
> and more collegial behavior in general.
>
>       We should strive to live up to those standards. When we succeed, this 
> will be much less of an issue, IMHO.
>
> Observations and Conclusion
>
>       These are very well written and I could not agree more. Thank you again 
> for producing such a well thought out
>       and comprehensive document.
>
> Owen
>
>
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