Hi Ubah Before I could read further, I ran into the below statement in quotes.
"AFRINIC is just a book-keeper and shall not be involved in policy-related matters by requiring Resource Members to justify their needs to AFRINIC. Also, this shall not appear in Bylaws - how resources are distributed shall be decided by Policy approved by community discussion.". I disagree categorically with the above rationale and it's not new because we as a community have in the past had similar arguments of how AfriNIC is somehow a book keeper from a certain member of the community which goes to undermine AfriNICs role in the Internet ecosystem. Noah On Wed, 19 Aug 2020, 23:06 Anthony Ubah, <[email protected]> wrote: > Hi all, > > These few days I have discussed with some of my professors and colleagues, > who are also members of this community regarding the Bylaw review. I > pondered how the ByLaw could be edited in a manner that allows community > opinion to be presented in an even better way. > > Thus, I have a few inputs; > > > > > > *Existing Provisions* > > > > > > *Proposed Amendments* > > > > *Rationale for Amendments* > > > > *6.1* > > Membership shall be open to: > > > > (i) any Person who is geographically based within, and providing services > in the African region, and who is engaged in the use of, or business of > providing, open system protocol network services; or > > > > (ii) any other Person who is approved by the Board or the members. > > > > > > To amend *Article 6.1* > > *(i)* so that it may be read as follows: > > > > Membership shall be open to *any corporate which complies with Internet > Resources Policy approved by AFRINIC community* > > > > > > > > The term “person” shall be amended into “corporate” because most of the > current membership holders are corporate instead of “persons”. > > > > Membership shall be open to any corporate which comply with Internet > Resources Policy approved by AFRINIC community instead of setting > geographical criteria as community discussion is what matters the most here. > > *6.4* > > Resource Member - A legal entity (local Internet registry or end-site) > shall be deemed to be a Resource Member of AFRINIC after it has completed > the following formalities cumulatively: > > (i) justified its need for the right to use Internet Number Resources to > AFRINIC > > (ii) signed AFRINIC’s Registration Service Agreement; and > > (iii) paid the relevant setup membership fees related to Internet Number > Resources allocated/assigned to it by AFRINIC Registration Service. > > > > > To amend *Article 6.4 *by deleting the provisions under (i), so that > Article 6.4 reads as follows: > > > > *Resource Member – A legal entity (local internet registry or end-site) > shall be deemed to be a Resource Member of AFRINIC after it has completed > the following formalities cumulatively:* > > *(i) signed AFRINIC’s Registration Service Agreement* > > *(ii) paid the relevant setup and membership fees related to Internet > Number Resources allocated/assigned to it by AFRINIC Registration Service.* > > > > > > AFRINIC is just a book-keeper and shall not be involved in policy-related > matters by requiring Resource Members to justify their needs to AFRINIC. > Also, this shall not appear in Bylaws - how resources are distributed shall > be decided by Policy approved by community discussion. > > *Existing Provisions* > > *Proposed Amendments* > > *Rationale for Amendments* > > > > *8.2** (ii)* > > The membership of a Resource Member shall terminate upon: > > > > (ii) the Board, acting reasonably and in good faith, determining that the > Resource Member has ceased to satisfy criteria for admission to membership > of the Company or ceased to comply with Number Resources Management > Policies; > > > > > > > > To be amended to read as follows: > > > > (ii) *the Internet Resources Policy as approved by the AFRINIC community*, > determining that the Resource Members has ceased to satisfy criteria for > admission to membership of the Company or ceased to comply with Number > Resources Management Policies; > > > > > > > > This shall be decided by Internet Resources Policy approved by AFRINIC > community instead of the Board. The Board shall not be involved in Internet > Resources Policy-related matters. > > > > *8.2**(iii)* > > (iii) the Board, acting reasonably and in good faith, determining that the > Resource Member has refused or failed to comply with the provisions of this > Constitution or any applicable rule made by the Board; > > > > > > > > > > > > > > Propose to be deleted. > > > > > > This is against the spirit of the community because it leaves a > possibility of the Board abusing its power. There is no general test or > safeguard to determine whether the Board is “acting reasonably and in good > faith” and it allows the Board to make such determination on an arbitrary > basis. > > > > *Existing Provisions* > > *Proposed Amendments* > > *Rationale for Amendments* > > > > *8.2**(v)* > > such other event or such other grounds as the Board, acting reasonably and > in good faith, shall determine from time to time. > > > > > > > > To be deleted. > > > > > > > > The original wordings of “such other event or such other grounds” is too > vague and can technically be exercised on an arbitrary basis by the Board > and may thus lead to the Board abusing its power. > > > > Moreover, There is no general test or safeguard to determine whether the > Board is “acting reasonably and in good faith”. > > > > Worst of all, the Board is allowed to make such determination at any time > it desires. > > > > > > *8.3**(iii)* > > the Board, acting reasonably and in good faith, determining that the > Associate Member has ceased to satisfy criteria for admission to Associate > membership of the Company; > > > > > > > > > > > > > > > > > > > > > > > > > > To amend Article 8.3(iii) so that it may be read as follows: > > > > *the Internet Resources Policy as approved by the AFRINIC community*, > determining that the Associate Member has ceased to satisfy criteria for > admission to Associate membership of the Company; > > > > > > > > > > This is against the spirit of the community because it leaves a > possibility of the Board abusing its power. There is no general test or > safeguard to determine whether the Board is “acting reasonably and in good > faith” and it allows the Board to make such determination on an arbitrary > basis. > > > > *Existing Provisions* > > *Proposed Amendments* > > *Rationale for Amendments* > > > > *8.3**(iv)* > > the Board, acting reasonably and in good faith, determining that the > Associate Member has refused or failed to comply with the provisions of > this Constitution or any applicable rule made by the Board; > > > > > > > > To be deleted. > > > > > > > > This is against the spirit of the community because it leaves a > possibility of the Board abusing its power. There is no general test or > safeguard to determine whether the Board is “acting reasonably and in good > faith” and it allows the Board to make such determination on an arbitrary > basis. > > > > *8.3**(vi)* > > such other event or such other grounds as the Board, acting reasonably and > in good faith, shall determine from time to time > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > To be deleted. > > > > > > > > The original wordings of “such other event or such other grounds” is too > vague and can technically be exercised on an arbitrary basis by the Board > and may thus lead to the Board abusing its power. > > > > Moreover, There is no general test or safeguard to determine whether the > Board is “acting reasonably and in good faith”. > > > > Worst of all, the Board is allowed to make such determination at any time > it desires. > > > > > > *Existing Provisions* > > *Proposed Amendments* > > *Rationale for Amendments* > > > > *8.4* > > Termination shall not relieve a member from any obligation to pay any fees > payable to the Company on or before the date of termination and shall not > entitle the Resource and Associate Member to any refund of any fees, > whether in whole or in part. > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > To be amended so that it reads as follows: > > > > Termination shall not relieve a member from any obligation to pay any fees > payable to the Company on or before the date of termination and shall not > entitle the Resource and Associate Member to any refund of any fees, > whether in whole or in part, *whilst subjected to the condition that > unless the termination of membership is due to circumstances not caused by > the Resource or Associate Member then the Resource or Associate Member > shall be entitled to, without further challenge from the Company, refund, > whether in whole or in part, in accordance to the circumstances of each > case.* > > > > > > > > The circumstances for the termination of membership are very vague and > unclear. > > > > It assumes that even if the incident which leads to the termination is not > caused by the fault/role of the Resource/Associate Member, the innocent > Resource/Associate Member will still not be entitled to any refunds. This > is not addressed in the original wordings of the provision and is > one-sidedly in favor of the Company only. > > *Existing Provisions* > > *Proposed Amendments* > > *Rationale for Amendments* > > > > *8.5* > > The Resource Member shall, on termination of its membership, return the > resources allocated to it by the Company. > > > > > > > > To be amended as follows: > > > > The Resource Member shall, on termination of its membership, return the > resources allocated to it by the Company, *unless such resources is > already allocated or in usage then such resources need not be returned to > the Company despite the termination of the Resource Member’s membership.* > > > > > > > > To avoid disruption to end-user. > > > > *11.4* > > Notwithstanding, the provisions of Article 11.3 the Board may adopt such > policies regarding the management of internet number resources where it > considers that the same is necessary and urgent, having regard to the > proper and responsible usage of these resources. > > > > > > > > > > > > > > > > > > > > > > To be amended to read as follows: > > > > Notwithstanding, the provisions of Article 11.3* but subject to Article > 11.5,* the Board may adopt such policies regarding the management of > internet number resources where it considers that the same is necessary and > urgent, having regard to the proper and responsible usage of these > resources. > > > > > > To ensure that Article 11.4 is not read in isolation and instead to be > read in conjunction of other provisions of Article 11. In other words, to > ensure that Article 11 is read and construed in its entirety, i.e. as a > whole. > > *Existing Provisions* > > *Proposed Amendments* > > *Rationale for Amendments* > > > > *11.5(ii)* > > Endorsement of policy adopted by the Board: > > > > (ii) In the event that such a policy submitted by the Board is not > endorsed, the said policy shall not be enforced or implemented following > its non-endorsement; however, any action taken in terms of the policy prior > to such non-endorsement shall remain valid. > > > > > > > > To be amended so as to read as follows: > > > > (ii) In the event that such a policy submitted by the Board is not > endorsed *or there is lack of response from the community*, the said > policy shall not be enforced or implemented following its non-endorsement; > *however, > any action taken in terms of the policy prior to such non-endorsement shall > remain valid.* > > > > **bold stroked words = to be deleted > > > > > > If the community does not endorse such policies made under Article 11.4 > then it shall not be further implemented even in the absence of any > response from the community. > > > > For the Board to proceed endorsing policies before obtaining the > community’s endorsement for the time being would be equivalent to the Board > implementing policies arbitrarily until it is rejected otherwise by the > community. This may potentially also lead to an abuse of power from the > Board. > > > > > > *12.4* > > Any accidental omission to give notice of an Annual General Members’ > Meeting called under Article 11.1 to, or the failure to receive notice of > an Annual General Members’ Meeting called under Article 11.1 by a Member or > any other Person entitled to receive notice shall not invalidate the > proceedings at that Meeting. > > > > > > > > To be amended so as to read as follows: > > > > Any accidental omission to give notice of an Annual General Members’ > Meeting called under Article 11.1 to, or the failure to receive notice of > an Annual General Members’ Meeting called under Article 11.1 by a Member or > any other Person entitled to receive notice shall not invalidate the > proceedings at that Meeting, *provided that such accidental omission to > give notice or the failure to receive the notice shall not be due to the > fault of the Board.* > > > > This is a very one-sided disclaimer from the Company. > > > > If the Board’s accidental omission to give notice or a Member’s failure to > receive notice is due to the fault caused by the Board then the Board shall > take responsibility for its own mistake by invalidating the Meeting. > > > > Moreover, such an accidental omission to give notice to the relevant > Members can also be used as an excuse for the Board’s personal agenda > whereby the Board may pick and choose which Members are to be notified with > the Board not subjected to any consequences. This could potentially lead to > abuse of power exercised in a subtle manner from the Board. > <td width="1 >
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