Re: [Community-Discuss] Accountability assessment - bylaws changes

[ALAIN AINA]

> On Oct 3, 2016, at 9:48 PM, Owen DeLong  wrote:
> 
> 
>> On Sep 19, 2016, at 3:08 AM, Alan Barrett  wrote:
>> 
>> 
>>> On 19 Sep 2016, at 13:08, Seun Ojedeji  wrote:
>>> 
>>> Hello Alan,
>>> 
>>> One point I observed has not been captured in the summary (which i also 
>>> suggested), was to limit the Independent Director seat to "at most" one per 
>>> region at any given time. This will address a possible situation where we 
>>> end up having 4 directors from a region.
>> 
>> I don’t think that’s an accountability issue.  Even in the unlikely event 
>> that there are four from the same sub-region (regional director, two 
>> non-regional directors, and CEO), and that the four conspire together to 
>> advance some sort of sub-regional interest that’s against AFRINIC’s 
>> interest, the four would still not form a majority of the Board.
> 
> They could, however, easily form a majority of quorum at a meeting where two 
> directors are absent and depending on the particular voting rules of the 
> board when 7 members and the CEO are present, possibly even one absence would 
> be sufficient.

I also support this point as it is aligned with the proposals made at 
https://lists.afrinic.net/pipermail/community-discuss/2016-June/000343.html 



section 5
=
> >>> 5- Independence of Directors: Consider adding a limit to the number of
> Directors who may work for the same organisation.
>
> >>> We need to decide whether or not to add a limit, and what the limit
> should be.

We need to keep refreshing the board with independence, expertise and
skills so a better managed succession process is a must.  I propose with
the exclusion of the CEO that we have

-  Max 1 per org/company
-  Max 1 per country
 - Max 2  per region

 - Not more than one Director may have employment, consultancy or advisory
relationships with the same Company or Organization and/or with one of its
Related Companies or Organizations established or not in the same country.

- not more than one Director may be domiciled in the same country. Should a
candidate for a position on the Board of Directors have more than one
domicile, one of which involves a presumed incompatibility, in order to
analyze his/her case for usual country of residence, the country where the
company or organization he/she is a part of or works for is established,
and/or any other relevant data shall be considered;

 - not more than two Directors may be domiciled in the same region.
===

"Not more than 2 directors may be domiciled in the same region". As each region 
has by default a regional director, it can’t have more than one non regional 
director.

> 
>> Instead of legislating geographical diversity in the Bylaws, I would prefer 
>> to rely on the membership to consider all kinds of diversity when voting.
> 
> I agree with this.

The geographical  diversity is part of AFRINIC foundation as the best 
representation structure  which matches  this RIR service region  rich in 
history and cultural, linguistically and economically diverse.This is why the 
bylaws prescribed geographical diversity for the BoD. It has be the same for 
the non-regional if we agree to move and not depend on membership votes...

> 
>> Remember that Bylaws changes need a 75% majority.  Would adding geographical 
>> restrictions to the non-geographical seats have enough support to pass?
> 
> I’m actually not sure how you would reliably enforce such a provision in a 
> fair and equitable manner. For example, if due to resignation, both 
> non-geographic seats came available at the same time, would you limit to one 
> candidate per region? If not, then what if the vote result had an equal 
> number of votes for two candidates from the same region and they had the most 
> votes? Which candidate would you disqualify in favor of the third-place 
> candidate?


The election mechanism for the GC members seems to address your question; In 
your second scenario, but did not foresee the tie in the votes. 
http://www.afrinic.net/en/about/governance-committee/1889-election-and-nomination-process
 

 section 8.4 (d)

The solution for the scenario you described would be that in case of vote 
equality for 2 from the same region, have other rounds of vote until one wins.

Hope this helps

—Alain

> 
> Owen
> 
> 
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Re: [Community-Discuss] Accountability assessment - quorum

[Honest Ornella GANKPA]

Hello All,

Comments are inline

Honest Ornella GANKPA



2016-10-05 1:56 GMT+01:00 Hountomey Jean Robert <jrhounto...@gmail.com>:

> Excuses me but this discussion should be handled in a different way. It
> should be more structured for a serious matter of business at that level.
> AfriNIC does have a history and there is a reason where the limit was put
> there, why the number 5 and also why electronic voting was introduced.
>
>
> Having said that:
>
> (1). I do remember that Legal has always been called for advice.  Now
> Legal also disagree.
>
>
> (2). Where are the minutes from the previous meetings when we made those
> decisions and why are we discussing a so serious business matter affecting
> AfriNIC this way?
>
>
> I fully agree with Jean-Robert. The entire community (especially newer
members) would benefits from reading
those minutes of meeting. It would give everyone a clear understanding as
to why proxies limit was voted in the first place.


> (3). Now that there are under the “assumption of legal mistake” made by
> the community with the blessing of our Legal, the CEO and the Board, the
> best way would have been to conduct a due diligence process gathering all
> the facts, weighting the pros and cons including how we make sure to limit
> disagreements, what controls can be put in place etc.  Board you should
> have done that before we move further in the discussion. Then a report
> should have been presented to the community for informed decisions.
>

Agreed. However it is not too late. This could be a priority topic for the
governance commitee


> (4). In another world, with board members standing against a process that
> has elected them,  with the support of the CEO and legal, they should have
> step down until we reached a consensus and organize new elections.
>

I support this proposal as well. We either go all out to fix the process or
there is nothing to fix there (that is proxies limit) and everyone shall
move on and focus on other matters


>
> I suggest that we don't proceed backwards until we find the best way that
> strengthen the AfriNIC that is dear to all of us.
>
>
> Jean-Robert.
>
>
>
> 2016-10-04 13:26 GMT-07:00 Boubakar Barry <boubakarba...@gmail.com>:
>
>> I said it was the last thing I will say on this.
>>
>> This is not a one to one dialogue and I will elaborate on this very
>> trivial issue only if other members of the community think that what I have
>> posted on this issue is not clear enough.
>>
>> Boubakar
>>
>>
>> On Tue, Oct 4, 2016 at 8:04 PM, Andrew Alston <
>> andrew.als...@liquidtelecom.com> wrote:
>>
>>> Sorry – But what you are saying here still does not make sense to me,
>>> and I really would like to understand your argument better.
>>>
>>>
>>>
>>> You are saying that limiting proxies limits vote buying because someone
>>> can buy a signed piece of paper – ok – now lets look at electronic voting…
>>>
>>>
>>>
>>> What is preventing someone from paying someone to not look at the
>>> candidates at all and log in, and say “vote for this person” – absolutely
>>> nothing – the same thing occurs.
>>>
>>>
>>>
>>> Personally I don’t believe that there is any situation where buying
>>> votes in the context of AfriNIC would make any sense whatsoever and I just
>>> don’t see it ever happening – but if we want to be paranoid and protect
>>> against it – limiting proxies certainly won’t do that.
>>>
>>>
>>>
>>> Andrew
>>>
>>>
>>>
>>>
>>>
>>> *From: *Boubakar Barry <boubakarba...@gmail.com>
>>> *Date: *Tuesday, 4 October 2016 at 23:00
>>> *To: *Andrew Alston <andrew.als...@liquidtelecom.com>
>>> *Cc: *Hytham El-Nakhal <hyt...@tra.gov.eg>, "
>>> community-discuss@afrinic.net" <community-discuss@afrinic.net>
>>>
>>> *Subject: *Re: [Community-Discuss] Accountability assessment - quorum
>>>
>>>
>>>
>>> To be honest, I just read the beginning of your email. Many other
>>> important things to do.
>>>
>>> Just to say: for a resource member who really doesn't care about how
>>> AfriNIC is managed/governed and just wants to get its resources (and there
>>> is a load of them if you look at meetings attendance and participation in
>>> the mailing lists), it makes a huge difference between looking at
>>> candidates profiles before logging in to vote and signing a pre-filled form.
>>>
>>> My last 2 

Re: [Community-Discuss] Accountability assessment - quorum

[Frank Habicht]

Hi,

On 10/4/2016 10:44 PM, Boubakar Barry wrote:
> In many countries, and not only in Africa, people buy votes and/or vote
> differently than instructed.
> 
> By limiting the number of proxies one can carry, we won't eliminate this
> risk, but we would at least reduce it.

I would argue that the members should be old and clever enough to decide
individually whether and how they want to reduce this risk.

> I don't understand the logic whereby somebody trusts a third party more
> than him/herself? What is the electronic voting facility for?

I have an example.
Suppose member A has voted electronically just before the AGMM started,
suppose member B has given a proxy without very specific instructions to
someone attending in-person.
If at the AGMM some truly significant developments come to light, like
unacceptable behaviour of sitting board members comes to light, who are
also candidates in the election, to be re-elected, and that is
significant enough to prompt a short board meeting on stage during the
meeting, and then these board members resign (presumably for a reason)
from the board, but still remain candidates in the election, then member
A might regret how he/she/it voted earlier and member B's vote can still
be changed (if desired) in response to these developments.

I don't think that this is a very unlikely corner-case.
And I consider it the case where electronic voting gives a disadvantage.

> Yes, I know some will say everybody should be given the right to vote
> the way he/she wants (paper ballot paper onsite, electronic voting or
> proxy). No problem with that.
> 
> But let's limit the risks by limiting the number of proxies one eligible
> voter can carry. There were good reasons for putting the limit.


To me it seems like the decision is between these two things:
- avoiding to get someone on the board the same way Mark Elkins did
- treating AfriNIC (resource) members like children who can't take care
   when assigning proxies
Sorry to put it bluntly.


Greetings,
Frank

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Re: [Community-Discuss] Accountability assessment - quorum

[Hountomey Jean Robert]

Excuses me but this discussion should be handled in a different way. It
should be more structured for a serious matter of business at that level.
AfriNIC does have a history and there is a reason where the limit was put
there, why the number 5 and also why electronic voting was introduced.


Having said that:

(1). I do remember that Legal has always been called for advice.  Now Legal
also disagree.


(2). Where are the minutes from the previous meetings when we made those
decisions and why are we discussing a so serious business matter affecting
AfriNIC this way?


(3). Now that there are under the “assumption of legal mistake” made by the
community with the blessing of our Legal, the CEO and the Board, the best
way would have been to conduct a due diligence process gathering all the
facts, weighting the pros and cons including how we make sure to limit
disagreements, what controls can be put in place etc.  Board you should
have done that before we move further in the discussion. Then a report
should have been presented to the community for informed decisions.

(4). In another world, with board members standing against a process that
has elected them,  with the support of the CEO and legal, they should have
step down until we reached a consensus and organize new elections.


I suggest that we don't proceed backwards until we find the best way that
strengthen the AfriNIC that is dear to all of us.


Jean-Robert.



2016-10-04 13:26 GMT-07:00 Boubakar Barry <boubakarba...@gmail.com>:

> I said it was the last thing I will say on this.
>
> This is not a one to one dialogue and I will elaborate on this very
> trivial issue only if other members of the community think that what I have
> posted on this issue is not clear enough.
>
> Boubakar
>
>
> On Tue, Oct 4, 2016 at 8:04 PM, Andrew Alston <
> andrew.als...@liquidtelecom.com> wrote:
>
>> Sorry – But what you are saying here still does not make sense to me, and
>> I really would like to understand your argument better.
>>
>>
>>
>> You are saying that limiting proxies limits vote buying because someone
>> can buy a signed piece of paper – ok – now lets look at electronic voting…
>>
>>
>>
>> What is preventing someone from paying someone to not look at the
>> candidates at all and log in, and say “vote for this person” – absolutely
>> nothing – the same thing occurs.
>>
>>
>>
>> Personally I don’t believe that there is any situation where buying votes
>> in the context of AfriNIC would make any sense whatsoever and I just don’t
>> see it ever happening – but if we want to be paranoid and protect against
>> it – limiting proxies certainly won’t do that.
>>
>>
>>
>> Andrew
>>
>>
>>
>>
>>
>> *From: *Boubakar Barry <boubakarba...@gmail.com>
>> *Date: *Tuesday, 4 October 2016 at 23:00
>> *To: *Andrew Alston <andrew.als...@liquidtelecom.com>
>> *Cc: *Hytham El-Nakhal <hyt...@tra.gov.eg>, "
>> community-discuss@afrinic.net" <community-discuss@afrinic.net>
>>
>> *Subject: *Re: [Community-Discuss] Accountability assessment - quorum
>>
>>
>>
>> To be honest, I just read the beginning of your email. Many other
>> important things to do.
>>
>> Just to say: for a resource member who really doesn't care about how
>> AfriNIC is managed/governed and just wants to get its resources (and there
>> is a load of them if you look at meetings attendance and participation in
>> the mailing lists), it makes a huge difference between looking at
>> candidates profiles before logging in to vote and signing a pre-filled form.
>>
>> My last 2 cents on this. Members and the community should decide.
>>
>> B.
>>
>>
>>
>> On Tue, Oct 4, 2016 at 7:53 PM, Andrew Alston <
>> andrew.als...@liquidtelecom.com> wrote:
>>
>> Speaking in my own personal capacity.
>>
>>
>>
>> Firstly – You don’t eliminate the risk of bought votes by limiting
>> proxies – it makes absolutely zero difference – because the person could
>> just as easily pay someone to vote a particular way electronically.
>>
>>
>>
>> Secondly – The reason that people give others proxies is often more than
>> just votes – the voting aspect of it is just another element of the proxy
>> that can be exercised at the same time.  Companies may well want their
>> voices heard at an AGMM that they cannot be present at – so they issue a
>> proxy and the individual carrying the proxy then speaks on their behalf *
>> *AND** votes on their behalf
>>
>>
>>
>> Thirdly – If we determine that the current wording in

Re: [Community-Discuss] Accountability assessment - quorum

[Boubakar Barry]

I said it was the last thing I will say on this.

This is not a one to one dialogue and I will elaborate on this very trivial
issue only if other members of the community think that what I have posted
on this issue is not clear enough.

Boubakar


On Tue, Oct 4, 2016 at 8:04 PM, Andrew Alston <
andrew.als...@liquidtelecom.com> wrote:

> Sorry – But what you are saying here still does not make sense to me, and
> I really would like to understand your argument better.
>
>
>
> You are saying that limiting proxies limits vote buying because someone
> can buy a signed piece of paper – ok – now lets look at electronic voting…
>
>
>
> What is preventing someone from paying someone to not look at the
> candidates at all and log in, and say “vote for this person” – absolutely
> nothing – the same thing occurs.
>
>
>
> Personally I don’t believe that there is any situation where buying votes
> in the context of AfriNIC would make any sense whatsoever and I just don’t
> see it ever happening – but if we want to be paranoid and protect against
> it – limiting proxies certainly won’t do that.
>
>
>
> Andrew
>
>
>
>
>
> *From: *Boubakar Barry <boubakarba...@gmail.com>
> *Date: *Tuesday, 4 October 2016 at 23:00
> *To: *Andrew Alston <andrew.als...@liquidtelecom.com>
> *Cc: *Hytham El-Nakhal <hyt...@tra.gov.eg>, "community-discuss@afrinic.net"
> <community-discuss@afrinic.net>
>
> *Subject: *Re: [Community-Discuss] Accountability assessment - quorum
>
>
>
> To be honest, I just read the beginning of your email. Many other
> important things to do.
>
> Just to say: for a resource member who really doesn't care about how
> AfriNIC is managed/governed and just wants to get its resources (and there
> is a load of them if you look at meetings attendance and participation in
> the mailing lists), it makes a huge difference between looking at
> candidates profiles before logging in to vote and signing a pre-filled form.
>
> My last 2 cents on this. Members and the community should decide.
>
> B.
>
>
>
> On Tue, Oct 4, 2016 at 7:53 PM, Andrew Alston <
> andrew.als...@liquidtelecom.com> wrote:
>
> Speaking in my own personal capacity.
>
>
>
> Firstly – You don’t eliminate the risk of bought votes by limiting proxies
> – it makes absolutely zero difference – because the person could just as
> easily pay someone to vote a particular way electronically.
>
>
>
> Secondly – The reason that people give others proxies is often more than
> just votes – the voting aspect of it is just another element of the proxy
> that can be exercised at the same time.  Companies may well want their
> voices heard at an AGMM that they cannot be present at – so they issue a
> proxy and the individual carrying the proxy then speaks on their behalf *
> *AND** votes on their behalf
>
>
>
> Thirdly – If we determine that the current wording in the bylaws is
> invalid or out of sync with the act or has giant problems with it – the
> only way to fix that is to the fix the bylaws – and calling for this to be
> fixed won’t help until someone actually proposes new wording to fix the
> issue – and then sees if it will get the majority that is required for the
> bylaw change.   Personally, having read the responses on this list – I do
> not see a consensus for a proxy limitation at all – so I have my personal
> doubts that such a bylaw change would succeed – but it is still the only
> way to actually rectify the problem.  (Due to the fact that for all the
> reasons I have stated, even if we take the act out of the picture, the
> current bylaw limit is in my view invalid since proxies aren’t granted to
> members, they are granted to individuals).
>
>
>
> Note: I personally will have zero issue if someone attempts to put a
> special resolution for anything on the floor – and I would encourage people
> who really believe that this is limit SHOULD be there to do exactly that –
> attempt to fix the wording in the bylaws such that there is actually a
> legitimate limit.  I just doubt it would pass a 75% majority based on what
> I have seen on this list so far – where I see absolutely no consensus for
> such a limit.
>
>
>
> Andrew
>
>
>
>
>
> *From: *Boubakar Barry <boubakarba...@gmail.com>
> *Date: *Tuesday, 4 October 2016 at 22:44
> *To: *Hytham El-Nakhal <hyt...@tra.gov.eg>
> *Cc: *"community-discuss@afrinic.net" <community-discuss@afrinic.net>
>
>
> *Subject: *Re: [Community-Discuss] Accountability assessment - quorum
>
>
>
> In many countries, and not only in Africa, people buy votes and/or vote
> differently than instr

Re: [Community-Discuss] Accountability assessment - quorum

[Andrew Alston]

Sorry – But what you are saying here still does not make sense to me, and I 
really would like to understand your argument better.

You are saying that limiting proxies limits vote buying because someone can buy 
a signed piece of paper – ok – now lets look at electronic voting…

What is preventing someone from paying someone to not look at the candidates at 
all and log in, and say “vote for this person” – absolutely nothing – the same 
thing occurs.

Personally I don’t believe that there is any situation where buying votes in 
the context of AfriNIC would make any sense whatsoever and I just don’t see it 
ever happening – but if we want to be paranoid and protect against it – 
limiting proxies certainly won’t do that.

Andrew


From: Boubakar Barry <boubakarba...@gmail.com>
Date: Tuesday, 4 October 2016 at 23:00
To: Andrew Alston <andrew.als...@liquidtelecom.com>
Cc: Hytham El-Nakhal <hyt...@tra.gov.eg>, "community-discuss@afrinic.net" 
<community-discuss@afrinic.net>
Subject: Re: [Community-Discuss] Accountability assessment - quorum

To be honest, I just read the beginning of your email. Many other important 
things to do.
Just to say: for a resource member who really doesn't care about how AfriNIC is 
managed/governed and just wants to get its resources (and there is a load of 
them if you look at meetings attendance and participation in the mailing 
lists), it makes a huge difference between looking at candidates profiles 
before logging in to vote and signing a pre-filled form.
My last 2 cents on this. Members and the community should decide.
B.

On Tue, Oct 4, 2016 at 7:53 PM, Andrew Alston 
<andrew.als...@liquidtelecom.com<mailto:andrew.als...@liquidtelecom.com>> wrote:
Speaking in my own personal capacity.

Firstly – You don’t eliminate the risk of bought votes by limiting proxies – it 
makes absolutely zero difference – because the person could just as easily pay 
someone to vote a particular way electronically.

Secondly – The reason that people give others proxies is often more than just 
votes – the voting aspect of it is just another element of the proxy that can 
be exercised at the same time.  Companies may well want their voices heard at 
an AGMM that they cannot be present at – so they issue a proxy and the 
individual carrying the proxy then speaks on their behalf *AND* votes on their 
behalf

Thirdly – If we determine that the current wording in the bylaws is invalid or 
out of sync with the act or has giant problems with it – the only way to fix 
that is to the fix the bylaws – and calling for this to be fixed won’t help 
until someone actually proposes new wording to fix the issue – and then sees if 
it will get the majority that is required for the bylaw change.   Personally, 
having read the responses on this list – I do not see a consensus for a proxy 
limitation at all – so I have my personal doubts that such a bylaw change would 
succeed – but it is still the only way to actually rectify the problem.  (Due 
to the fact that for all the reasons I have stated, even if we take the act out 
of the picture, the current bylaw limit is in my view invalid since proxies 
aren’t granted to members, they are granted to individuals).

Note: I personally will have zero issue if someone attempts to put a special 
resolution for anything on the floor – and I would encourage people who really 
believe that this is limit SHOULD be there to do exactly that – attempt to fix 
the wording in the bylaws such that there is actually a legitimate limit.  I 
just doubt it would pass a 75% majority based on what I have seen on this list 
so far – where I see absolutely no consensus for such a limit.

Andrew


From: Boubakar Barry <boubakarba...@gmail.com<mailto:boubakarba...@gmail.com>>
Date: Tuesday, 4 October 2016 at 22:44
To: Hytham El-Nakhal <hyt...@tra.gov.eg<mailto:hyt...@tra.gov.eg>>
Cc: "community-discuss@afrinic.net<mailto:community-discuss@afrinic.net>" 
<community-discuss@afrinic.net<mailto:community-discuss@afrinic.net>>

Subject: Re: [Community-Discuss] Accountability assessment - quorum

In many countries, and not only in Africa, people buy votes and/or vote 
differently than instructed.

By limiting the number of proxies one can carry, we won't eliminate this risk, 
but we would at least reduce it.

I don't understand the logic whereby somebody trusts a third party more than 
him/herself? What is the electronic voting facility for?

Yes, I know some will say everybody should be given the right to vote the way 
he/she wants (paper ballot paper onsite, electronic voting or proxy). No 
problem with that.

But let's limit the risks by limiting the number of proxies one eligible voter 
can carry. There were good reasons for putting the limit.
Boubakar

On Tue, Oct 4, 2016 at 7:07 PM, Hytham El-Nakhal 
<hyt...@tra.gov.eg<mailto:hyt...@tra.gov.eg>> wrote:
"Talking as a comm

Re: [Community-Discuss] Accountability assessment - quorum

[Andrew Alston]

Speaking in my own personal capacity.

Firstly – You don’t eliminate the risk of bought votes by limiting proxies – it 
makes absolutely zero difference – because the person could just as easily pay 
someone to vote a particular way electronically.

Secondly – The reason that people give others proxies is often more than just 
votes – the voting aspect of it is just another element of the proxy that can 
be exercised at the same time.  Companies may well want their voices heard at 
an AGMM that they cannot be present at – so they issue a proxy and the 
individual carrying the proxy then speaks on their behalf *AND* votes on their 
behalf

Thirdly – If we determine that the current wording in the bylaws is invalid or 
out of sync with the act or has giant problems with it – the only way to fix 
that is to the fix the bylaws – and calling for this to be fixed won’t help 
until someone actually proposes new wording to fix the issue – and then sees if 
it will get the majority that is required for the bylaw change.   Personally, 
having read the responses on this list – I do not see a consensus for a proxy 
limitation at all – so I have my personal doubts that such a bylaw change would 
succeed – but it is still the only way to actually rectify the problem.  (Due 
to the fact that for all the reasons I have stated, even if we take the act out 
of the picture, the current bylaw limit is in my view invalid since proxies 
aren’t granted to members, they are granted to individuals).

Note: I personally will have zero issue if someone attempts to put a special 
resolution for anything on the floor – and I would encourage people who really 
believe that this is limit SHOULD be there to do exactly that – attempt to fix 
the wording in the bylaws such that there is actually a legitimate limit.  I 
just doubt it would pass a 75% majority based on what I have seen on this list 
so far – where I see absolutely no consensus for such a limit.

Andrew


From: Boubakar Barry <boubakarba...@gmail.com>
Date: Tuesday, 4 October 2016 at 22:44
To: Hytham El-Nakhal <hyt...@tra.gov.eg>
Cc: "community-discuss@afrinic.net" <community-discuss@afrinic.net>
Subject: Re: [Community-Discuss] Accountability assessment - quorum

In many countries, and not only in Africa, people buy votes and/or vote 
differently than instructed.

By limiting the number of proxies one can carry, we won't eliminate this risk, 
but we would at least reduce it.

I don't understand the logic whereby somebody trusts a third party more than 
him/herself? What is the electronic voting facility for?

Yes, I know some will say everybody should be given the right to vote the way 
he/she wants (paper ballot paper onsite, electronic voting or proxy). No 
problem with that.

But let's limit the risks by limiting the number of proxies one eligible voter 
can carry. There were good reasons for putting the limit.
Boubakar

On Tue, Oct 4, 2016 at 7:07 PM, Hytham El-Nakhal 
<hyt...@tra.gov.eg<mailto:hyt...@tra.gov.eg>> wrote:
"Talking as a community member in my personal capacity"

+1 Mark,
I support the freedom for member to choose the way to cast his vote and to 
remove the restriction on the  total number of proxies that one member can 
carry (if 100 members trust one specific member so they all have equal rights 
to issue a proxy for him).
I understand that this restriction is applied only for members who has the 
right to vote in the meeting as per article 12.12.viii , and not applied on 
non-member person who assigned as a proxy by members as per item 12.12.i & ii & 
vii the member is free to choose anyone as a proxy, I'm not a lawyer but just 
read the articles of AFRINIC bylaws.

Thanks,
Haitham

From: Mark Elkins <m...@posix.co.za<mailto:m...@posix.co.za>>
Sent: Friday, September 30, 2016 7:54 PM
To: community-discuss@afrinic.net<mailto:community-discuss@afrinic.net>
Subject: Re: [Community-Discuss] Accountability assessment - quorum

I don't think the Proxy issue would survive a legal challenge in any
African country based on English (or Dutch) law.

French law can be different but this is law about how a company operates
and with a few minor exceptions (eg company stamps) - I'd expect this to
be very similar the world over.

I personally prefer freedom for the individual member to choose the way
in which they want to vote, whether in person, via proxy (without
restrictions) or via electronic voting.

On 30/09/2016 19:13, Badru Ntege wrote:
> Andrew
>
> On 30 Sep 2016, at 5:30 pm, Andrew Alston
> <andrew.als...@liquidtelecom.com<mailto:andrew.als...@liquidtelecom.com>
> <mailto:andrew.als...@liquidtelecom.com<mailto:andrew.als...@liquidtelecom.com>>>
>  wrote:
>
>> No Omo,
>>
>>
>>
>> Please read what Ashok said – the limitation **WILL NOT SURVIVE LEGAL
>> CHALLENGE**
&g

Re: [Community-Discuss] Accountability assessment - quorum

[Hytham El-Nakhal]

"Talking as a community member in my personal capacity"

+1 Mark,
I support the freedom for member to choose the way to cast his vote and to 
remove the restriction on the  total number of proxies that one member can 
carry (if 100 members trust one specific member so they all have equal rights 
to issue a proxy for him).
I understand that this restriction is applied only for members who has the 
right to vote in the meeting as per article 12.12.viii , and not applied on 
non-member person who assigned as a proxy by members as per item 12.12.i & ii & 
vii the member is free to choose anyone as a proxy, I'm not a lawyer but just 
read the articles of AFRINIC bylaws.

Thanks,
Haitham

From: Mark Elkins <m...@posix.co.za>
Sent: Friday, September 30, 2016 7:54 PM
To: community-discuss@afrinic.net
Subject: Re: [Community-Discuss] Accountability assessment - quorum

I don't think the Proxy issue would survive a legal challenge in any
African country based on English (or Dutch) law.

French law can be different but this is law about how a company operates
and with a few minor exceptions (eg company stamps) - I'd expect this to
be very similar the world over.

I personally prefer freedom for the individual member to choose the way
in which they want to vote, whether in person, via proxy (without
restrictions) or via electronic voting.

On 30/09/2016 19:13, Badru Ntege wrote:
> Andrew
>
> On 30 Sep 2016, at 5:30 pm, Andrew Alston
> <andrew.als...@liquidtelecom.com
> <mailto:andrew.als...@liquidtelecom.com>> wrote:
>
>> No Omo,
>>
>>
>>
>> Please read what Ashok said – the limitation **WILL NOT SURVIVE LEGAL
>> CHALLENGE**
>>
>
> Afrinic is a regional organisation if we are being shackled by
> jurisdiction of registration we have 52 other jurisdictions.
>
> We have options. Let's remain very open and objective to what is best
> for members.
>
> Consensus not legal shackles is what the Internet is built on.
>
>
>
>>
>>
>> The companies act does not ALLOW the limitation.
>>
>>
>>
>> Andrew
>>
>>
>>
>>
>>
>> *From: *Omo Oaiya <omo.oa...@wacren.net <mailto:omo.oa...@wacren.net>>
>> *Date: *Friday, 30 September 2016 at 17:29
>> *To: *Andrew Alston <andrew.als...@liquidtelecom.com
>> <mailto:andrew.als...@liquidtelecom.com>>
>> *Cc: *Jean-Robert Hountomey <jrhounto...@gmail.com
>> <mailto:jrhounto...@gmail.com>>, "community-discuss@afrinic.net
>> <mailto:community-discuss@afrinic.net>" <community-discuss@afrinic.net
>> <mailto:community-discuss@afrinic.net>>
>> *Subject: *Re: [Community-Discuss] Accountability assessment - quorum
>>
>>
>>
>> As you have repeated but that is by the way.  What is clear is that
>> electronic voting has solved the issue with proxies so we don’t need
>> them. If the companies act is restrictive and does not support better
>> accountability, proxies can be limited to one per member to balance
>> things out.
>>
>>
>>
>> On 30 Sep 2016, at 15:22, Andrew Alston
>> <andrew.als...@liquidtelecom.com
>> <mailto:andrew.als...@liquidtelecom.com>> wrote:
>>
>>
>>
>> Jean-Robert because proxies are enshrined in the companies act and
>> the act explicitly states that they cannot be removed irrespective
>> of what a company’s bylaws / constitution says.
>>
>>
>>
>> See fifth schedule section 6
>>
>>
>>
>> Andrew
>>
>>
>>
>>
>>
>> *From: *Jean-Robert Hountomey <jrhounto...@gmail.com
>> <mailto:jrhounto...@gmail.com>>
>> *Date: *Friday, 30 September 2016 at 17:22
>> *To: *"community-discuss@afrinic.net
>> <mailto:community-discuss@afrinic.net>"
>> <community-discuss@afrinic.net <mailto:community-discuss@afrinic.net>>
>> *Subject: *Re: [Community-Discuss] Accountability assessment - quorum
>>
>>
>>
>> Talking about Board Members election (1) and (2), why do we want to keep 
>> Proxies While we have Electronic voting ?
>>
>> Proxies make sens when a member cannot attend the meeting in person, 
>> isn't what we wanted to solve with electronic voting?
>>
>>
>>
>> (1) http://afrinic.net/en/community/elections/bod-election/process
>>
>> (2) http://afrinic.net/en/about/agmm/participate-vote
>>
>>
>>
>> On 9/29/16 8:56 PM, Alan Barrett wrote:
>>

Re: [Community-Discuss] Accountability assessment - bylaws changes

[Owen DeLong]

> On Sep 19, 2016, at 3:08 AM, Alan Barrett  wrote:
> 
> 
>> On 19 Sep 2016, at 13:08, Seun Ojedeji  wrote:
>> 
>> Hello Alan,
>> 
>> One point I observed has not been captured in the summary (which i also 
>> suggested), was to limit the Independent Director seat to "at most" one per 
>> region at any given time. This will address a possible situation where we 
>> end up having 4 directors from a region.
> 
> I don’t think that’s an accountability issue.  Even in the unlikely event 
> that there are four from the same sub-region (regional director, two 
> non-regional directors, and CEO), and that the four conspire together to 
> advance some sort of sub-regional interest that’s against AFRINIC’s interest, 
> the four would still not form a majority of the Board.

They could, however, easily form a majority of quorum at a meeting where two 
directors are absent and depending on the particular voting rules of the board 
when 7 members and the CEO are present, possibly even one absence would be 
sufficient.

> Instead of legislating geographical diversity in the Bylaws, I would prefer 
> to rely on the membership to consider all kinds of diversity when voting.

I agree with this.

> Remember that Bylaws changes need a 75% majority.  Would adding geographical 
> restrictions to the non-geographical seats have enough support to pass?

I’m actually not sure how you would reliably enforce such a provision in a fair 
and equitable manner. For example, if due to resignation, both non-geographic 
seats came available at the same time, would you limit to one candidate per 
region? If not, then what if the vote result had an equal number of votes for 
two candidates from the same region and they had the most votes? Which 
candidate would you disqualify in favor of the third-place candidate?

Owen


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Re: [Community-Discuss] Accountability assessment - quorum

[Boubakar Barry]

I don't think it's about diplomacy; it's rather about politeness and
maturity.

Boubakar

On Monday, 3 October 2016, Alan Barrett  wrote:

> Dear Andrew,
>
> I ask that you use more diplomatic words to express your opinions.
>
> Alan Barrett
>
>
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>
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Re: [Community-Discuss] Accountability assessment - quorum

[Andrew Alston]

Alan,

Again, and this will be my last word on the subject -

I have very strong opinions on what was stated in that line that I have quoted 
in my previous two emails on this subject.  These are opinions, and I believe 
that the sentiment that I wished to convey was that the words used could have 
ramifications and were dangerous.  If someone can give me a more diplomatic way 
to convey the same sentiment - I'm more than happy to hear it - many times my 
words are designed to convey a sentiment and unfortunately cause offense - 
happy to learn new words - so long as the sentiment behind the words remains 
the same :)

Andrew


-Original Message-
From: Alan Barrett [mailto:alan.barr...@afrinic.net] 
Sent: 03 October 2016 14:03
To: Andrew Alston <andrew.als...@liquidtelecom.com>
Cc: General Discussions of AFRINIC <community-discuss@afrinic.net>
Subject: Re: [Community-Discuss] Accountability assessment - quorum

Dear Andrew,

I ask that you use more diplomatic words to express your opinions.

Alan Barrett


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Re: [Community-Discuss] Accountability assessment - quorum

[Alan Barrett]

Dear Andrew,

I ask that you use more diplomatic words to express your opinions.

Alan Barrett


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Re: [Community-Discuss] Accountability assessment - quorum

[Jackson Muthili]

On Mon, Oct 3, 2016 at 4:25 AM, Andrew Alston
 wrote:
> Jackson,
>
> Again, let me clarify my use of wording:
>
> Firstly - do I believe that it is irresponsible when I believe that someone 
> is advocating for ignoring the law.  Yes - I do, and my opinions my offend 
> some, but I will not be limited in what I say because it may tread on toes if 
> I believe what I am saying is the truth.
>
> Secondly - when I use the word naïve, let's look at the definition of such:
>
> (of a person or action) showing a lack of experience, wisdom, or judgment.
>
> Do I believe that it is unwise to advocate for ignoring the act?  Yes I do.
>
> If my stating that I believe these things offends someone - then I apologise 
> for offense caused.  I do not however apologise for stating them.
>
> It is a fine line we tread - where often the truth of a matter is disputed, 
> and in taking any position, you are quite likely to offend someone who 
> disagrees with your position, particularly when the position you are taking 
> is taken in an unequivocal manner.  In this case, I was unequivocal, it is my 
> sincere and utmost believe that ignoring any text is unwise, reckless, 
> irresponsible and shows a lack of judgement.
>
> Again, as I stated in what I said to Mirriam, the section to which I was 
> referring to was one specific line:
>
>> One would expect the debate to stay at the community level and not involve 
>> the Act. The community to discuss and agree on how to manage this issue.
>
> So - if I offended people through the choice of words - apologies.  For the 
> sentiment behind those words - those I stand by in entirety.

For the record I agree with the principles behind your argument.

You could however use a better choice of words to avoid annoying
people and deliver the same message politely and respectfully. Yes I
know what naive and irresponsible mean. When dealing with fellow
adults and professionals those words are mostly inappropriate.

The intent behind which Alain stated his arguments was not a bad one.
You cannot call him naive and irresponsible because your viewpoint and
his did not align. Simply make known civilly (and calmly) your
viewpoint. He will then be more open to understanding yours.

--

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Re: [Community-Discuss] Accountability assessment - quorum

[Andrew Alston]

Jackson,

Again, let me clarify my use of wording:

Firstly - do I believe that it is irresponsible when I believe that someone is 
advocating for ignoring the law.  Yes - I do, and my opinions my offend some, 
but I will not be limited in what I say because it may tread on toes if I 
believe what I am saying is the truth.   

Secondly - when I use the word naïve, let's look at the definition of such:

(of a person or action) showing a lack of experience, wisdom, or judgment.

Do I believe that it is unwise to advocate for ignoring the act?  Yes I do.

If my stating that I believe these things offends someone - then I apologise 
for offense caused.  I do not however apologise for stating them.

It is a fine line we tread - where often the truth of a matter is disputed, and 
in taking any position, you are quite likely to offend someone who disagrees 
with your position, particularly when the position you are taking is taken in 
an unequivocal manner.  In this case, I was unequivocal, it is my sincere and 
utmost believe that ignoring any text is unwise, reckless, irresponsible and 
shows a lack of judgement.

Again, as I stated in what I said to Mirriam, the section to which I was 
referring to was one specific line:

> One would expect the debate to stay at the community level and not involve 
> the Act. The community to discuss and agree on how to manage this issue.

So - if I offended people through the choice of words - apologies.  For the 
sentiment behind those words - those I stand by in entirety.

Andrew


-Original Message-
From: Jackson Muthili [mailto:jacksonmu...@gmail.com] 
Sent: 03 October 2016 13:10
To: Andrew Alston <andrew.als...@liquidtelecom.com>
Cc: ALAIN AINA <aal...@trstech.net>; General Discussions of AFRINIC 
<community-discuss@afrinic.net>
Subject: Re: [Community-Discuss] Accountability assessment - quorum

On Mon, Oct 3, 2016 at 2:49 AM, Andrew Alston <andrew.als...@liquidtelecom.com> 
wrote:
> Writing in my personal capacity.
>
> Firstly, let me point out that anything I write on this list – unless 
> explicitly stated – is written in my personal capacity and not as a 
> director.

Why are you disrespectful of others in your personal capacity?

> What I write here is not necessarily representative of the wider board 
> views and should the board be taking a position on something it will 
> be communicated as such via the chairperson or someone delegated that 
> responsibility by the board.  So please, let us not mis-interpret my 
> words as the words of the board.

You said wrote to Alain " Quite frankly – I think what you have said here is, 
at best, extremely naive and at worst incredibly irresponsible."

You use this kind of language most of the time and this is not good.
It is intimidating to new people trying to join discussion and air their 
opinion and is clear expression of an autocratic mind. Why cant you tolerate 
and maturely engage in a respectful way?

Alain say he respects AfriNIC directors and you are one of them. It has nothing 
to do with your personal views. You are still a Director of AfriNIC and an 
important person in your other capacities. Please please just be mindful of 
peoples feelings and use euphemisms that can deliver the same message in a 
respectful way.

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Re: [Community-Discuss] Accountability assessment - quorum

[Jackson Muthili]

On Mon, Oct 3, 2016 at 2:49 AM, Andrew Alston
 wrote:
> Writing in my personal capacity.
>
> Firstly, let me point out that anything I write on this list – unless
> explicitly stated – is written in my personal capacity and not as a
> director.

Why are you disrespectful of others in your personal capacity?

> What I write here is not necessarily representative of the wider
> board views and should the board be taking a position on something it will
> be communicated as such via the chairperson or someone delegated that
> responsibility by the board.  So please, let us not mis-interpret my words
> as the words of the board.

You said wrote to Alain " Quite frankly – I think what you have said
here is, at best, extremely naive and at worst incredibly
irresponsible."

You use this kind of language most of the time and this is not good.
It is intimidating to new people trying to join discussion and air
their opinion and is clear expression of an autocratic mind. Why cant
you tolerate and maturely engage in a respectful way?

Alain say he respects AfriNIC directors and you are one of them. It
has nothing to do with your personal views. You are still a Director
of AfriNIC and an important person in your other capacities. Please
please just be mindful of peoples feelings and use euphemisms that can
deliver the same message in a respectful way.

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Re: [Community-Discuss] Accountability assessment - quorum

[Frank Habicht]

Hi Alain,

On 10/1/2016 4:54 PM, ALAIN AINA wrote:
...
> Referring to the Act beyond what its applied to "Registered members"
> seems inappropriate and  can lead to questioning  may other things…
...

I want to ask and not assume.
Do you mean that "questioning other things" is a bad thing?
Or was this an invitation to "question other things", like the ones you
listed?

That's because I was understanding the first, and someone else
understood the latter.

Thanks,
Frank

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Re: [Community-Discuss] Accountability assessment - quorum

[Badru Ntege]

+1.

 We need to find an outcome that works for the entire community.


On 1 Oct 2016, at 10:57 pm, Boubakar Barry 
> wrote:

This whole discussion looks like confronting the company act AfriNIC has to 
comply with as an organisation registered in Mauritius with the bylaws that the 
community wishes AfriNIC to have as governance guideline.

Reading some of the contributions, I have the impression that AfriNIC has been 
operating illegally all that time in Mauritius.

Everyone knows what guided us to chose Mauritius as admin/legal host for 
AfriNIC. We wanted to be pragmatic and move forward as quickly as possible, and 
Mauritius offered good conditions. Things have evolved, but we should not erect 
barriers against ourselves where there are none.

Personally, I do think that if there are major contradictions between the MU 
company act and the AfriNIC bylaws, the latter putting  community concerns and 
consensus in the center, then we have to look for other alternatives.

What happened today in the Internet ecosystem should inspire us to thrive to 
put community in the center of our preoccupations. The rest will follow, namely 
identifying the best possible jurisdiction(s) that can take into account our 
bottom-up, consensus driven processes.

Boubakar


On Sat, Oct 1, 2016 at 4:04 PM, Andrew Alston 
> wrote:
Alain,

Quite frankly – I think what you have said here is, at best, extremely naive 
and at worst incredibly irresponsible.

Yes, AfriNIC is a community of members that believes in a bottom up approach.  
You are correct there – and within the bounds of the law the bottom up process 
must be respected.

However – AfriNIC is also a registered legal entity, subject to the bounds of a 
legal act, in the jurisdiction in which it is domiciled.

There are sections of the companies act that can be overridden by a company’s 
bylaws (Referred to in the act as the company’s constitution), and sections 
that cannot.  The act is very explicit about any section that cannot be 
overridden.  For example, the companies act as refers to proxies specifically 
states:

 Fifth Schedule, section 6, subsection e(ii):

Clause 6 other than paragraph (d)(v) shall apply notwithstanding any contrary 
provision in any constitution adopted by the company.

What you are advocating below is to ignore the law for convenience sake – or 
because the will of the majority wish us to ignore the law.  To do so creates 
legal liability, which in turn could result in tremendous financial liability 
of the company, potentially place any elected director at risk of legal action 
and sequestration were the board to sanction an action outside of the law, and 
place the entire entity at risk.

We have all watched the IANA transition of late, and all welcomed the fact that 
the transition is proceeding.  But there is something to learn from that 
process – at all times – the law was followed, and was respected.  Do you 
believe that because the will of the Internet community said it should go 
ahead, had the amicus brief filed yesterday and the subsequent hearing to block 
the baseless injunction that was filed failed, the law would have been ignored 
because that is what the people wished?  I think not.

It scares me to death when I see people who have stood for board positions, and 
in some case former board members, advocating for ignoring the law.  It reminds 
me of what I have seen in South Africa in recent years, where countless times 
the incumbent government has ignored the law because they thought they could.  
In the end – time and again the courts have ruled against them and slapped them 
down, at huge expense to both the party and the country as a whole.

Yes – the community must have their say – yes the bylaws must be respected – 
but at the end of the day, the law is supreme, the law cannot be violated, not 
for you, not for me, not for convenience, but because it is exactly that.  The 
Law.  Badru has time and again stated that there are other juristrictions if we 
do not like the current laws – though in most cases when this has been stated, 
I’ve actually gone and looked at the various companies acts in a number of 
countries and found the laws to be similar if not identical.  So, if you don’t 
like the laws, put a special resolution to the floor to move AfriNIC.  Then – 
abide by the result that comes if you fail to get the super majority that is 
required.  Alternatively, accept that the community as a whole is happy with 
the current legal state.

However – do not advocate for violating the law (because that is what you are 
doing when you suggest we ignore the law) because it seems expedient – that is 
totally irresponsible and outright dangerous.  I for one also pray that the 
board is never made up of individuals who believe the law can be violated and 
ignored at will – because it will be the 

Re: [Community-Discuss] Accountability assessment - quorum

[Boubakar Barry]

This whole discussion looks like confronting the company act AfriNIC has to
comply with as an organisation registered in Mauritius with the bylaws that
the community wishes AfriNIC to have as governance guideline.

Reading some of the contributions, I have the impression that AfriNIC has
been operating illegally all that time in Mauritius.

Everyone knows what guided us to chose Mauritius as admin/legal host for
AfriNIC. We wanted to be pragmatic and move forward as quickly as possible,
and Mauritius offered good conditions. Things have evolved, but we should
not erect barriers against ourselves where there are none.

Personally, I do think that if there are major contradictions between the
MU company act and the AfriNIC bylaws, the latter putting  community
concerns and consensus in the center, then we have to look for other
alternatives.

What happened today in the Internet ecosystem should inspire us to thrive
to put community in the center of our preoccupations. The rest will follow,
namely identifying the best possible jurisdiction(s) that can take into
account our bottom-up, consensus driven processes.

Boubakar


On Sat, Oct 1, 2016 at 4:04 PM, Andrew Alston <
andrew.als...@liquidtelecom.com> wrote:

> Alain,
>
> Quite frankly – I think what you have said here is, at best, extremely
> naive and at worst incredibly irresponsible.
>
> Yes, AfriNIC is a community of members that believes in a bottom up
> approach.  You are correct there – and within the bounds of the law the
> bottom up process must be respected.
>
> However – AfriNIC is also a registered legal entity, subject to the bounds
> of a legal act, in the jurisdiction in which it is domiciled.
>
> There are sections of the companies act that can be overridden by a
> company’s bylaws (Referred to in the act as the company’s constitution),
> and sections that cannot.  The act is very explicit about any section that
> cannot be overridden.  For example, the companies act as refers to proxies
> specifically states:
>
>  Fifth Schedule, section 6, subsection e(ii):
>
> Clause 6 other than paragraph (d)(v) shall apply notwithstanding any
> contrary provision in any constitution adopted by the company.
>
> What you are advocating below is to ignore the law for convenience sake –
> or because the will of the majority wish us to ignore the law.  To do so
> creates legal liability, which in turn could result in tremendous financial
> liability of the company, potentially place any elected director at risk of
> legal action and sequestration were the board to sanction an action outside
> of the law, and place the entire entity at risk.
>
> We have all watched the IANA transition of late, and all welcomed the fact
> that the transition is proceeding.  But there is something to learn from
> that process – at all times – the law was followed, and was respected.  Do
> you believe that because the will of the Internet community said it should
> go ahead, had the amicus brief filed yesterday and the subsequent hearing
> to block the baseless injunction that was filed failed, the law would have
> been ignored because that is what the people wished?  I think not.
>
> It scares me to death when I see people who have stood for board
> positions, and in some case former board members, advocating for ignoring
> the law.  It reminds me of what I have seen in South Africa in recent
> years, where countless times the incumbent government has ignored the law
> because they thought they could.  In the end – time and again the courts
> have ruled against them and slapped them down, at huge expense to both the
> party and the country as a whole.
>
> Yes – the community must have their say – yes the bylaws must be respected
> – but at the end of the day, the law is supreme, the law cannot be
> violated, not for you, not for me, not for convenience, but because it is
> exactly that.  The Law.  Badru has time and again stated that there are
> other juristrictions if we do not like the current laws – though in most
> cases when this has been stated, I’ve actually gone and looked at the
> various companies acts in a number of countries and found the laws to be
> similar if not identical.  So, if you don’t like the laws, put a special
> resolution to the floor to move AfriNIC.  Then – abide by the result that
> comes if you fail to get the super majority that is required.
> Alternatively, accept that the community as a whole is happy with the
> current legal state.
>
> However – do not advocate for violating the law (because that is what you
> are doing when you suggest we ignore the law) because it seems expedient –
> that is totally irresponsible and outright dangerous.  I for one also pray
> that the board is never made up of individuals who believe the law can be
> violated and ignored at will – because it will be the very death of the
> organization for which so many have given so much to bring to this point.
>
> Andrew
>
>
> On 01/10/2016, 16:54, "ALAIN AINA" 

Re: [Community-Discuss] Accountability assessment - quorum

[Andrew Alston]

Alain,

Quite frankly – I think what you have said here is, at best, extremely naive 
and at worst incredibly irresponsible.

Yes, AfriNIC is a community of members that believes in a bottom up approach.  
You are correct there – and within the bounds of the law the bottom up process 
must be respected.

However – AfriNIC is also a registered legal entity, subject to the bounds of a 
legal act, in the jurisdiction in which it is domiciled.

There are sections of the companies act that can be overridden by a company’s 
bylaws (Referred to in the act as the company’s constitution), and sections 
that cannot.  The act is very explicit about any section that cannot be 
overridden.  For example, the companies act as refers to proxies specifically 
states:

 Fifth Schedule, section 6, subsection e(ii):

Clause 6 other than paragraph (d)(v) shall apply notwithstanding any contrary 
provision in any constitution adopted by the company.

What you are advocating below is to ignore the law for convenience sake – or 
because the will of the majority wish us to ignore the law.  To do so creates 
legal liability, which in turn could result in tremendous financial liability 
of the company, potentially place any elected director at risk of legal action 
and sequestration were the board to sanction an action outside of the law, and 
place the entire entity at risk.

We have all watched the IANA transition of late, and all welcomed the fact that 
the transition is proceeding.  But there is something to learn from that 
process – at all times – the law was followed, and was respected.  Do you 
believe that because the will of the Internet community said it should go 
ahead, had the amicus brief filed yesterday and the subsequent hearing to block 
the baseless injunction that was filed failed, the law would have been ignored 
because that is what the people wished?  I think not.

It scares me to death when I see people who have stood for board positions, and 
in some case former board members, advocating for ignoring the law.  It reminds 
me of what I have seen in South Africa in recent years, where countless times 
the incumbent government has ignored the law because they thought they could.  
In the end – time and again the courts have ruled against them and slapped them 
down, at huge expense to both the party and the country as a whole.  

Yes – the community must have their say – yes the bylaws must be respected – 
but at the end of the day, the law is supreme, the law cannot be violated, not 
for you, not for me, not for convenience, but because it is exactly that.  The 
Law.  Badru has time and again stated that there are other juristrictions if we 
do not like the current laws – though in most cases when this has been stated, 
I’ve actually gone and looked at the various companies acts in a number of 
countries and found the laws to be similar if not identical.  So, if you don’t 
like the laws, put a special resolution to the floor to move AfriNIC.  Then – 
abide by the result that comes if you fail to get the super majority that is 
required.  Alternatively, accept that the community as a whole is happy with 
the current legal state.

However – do not advocate for violating the law (because that is what you are 
doing when you suggest we ignore the law) because it seems expedient – that is 
totally irresponsible and outright dangerous.  I for one also pray that the 
board is never made up of individuals who believe the law can be violated and 
ignored at will – because it will be the very death of the organization for 
which so many have given so much to bring to this point.

Andrew


On 01/10/2016, 16:54, "ALAIN AINA"  wrote:

Hello All,

It is deplorable that this thread on proxy went in a such chaotic mode and 
one had the impression that people were talking without listening to each other.

We have had so many times, discussions around AFRINIC Ltd(the company) and 
AFRINIC (the community), Bylaws vs Act, etc…. These threads can be found in the 
archives.

The  most recent i could find is at  
https://lists.afrinic.net/pipermail/community-discuss/2016-July/000432.html

Beside the requirements of the Act and Mauritius laws, this community  has 
adopted rules and given rights to non “registered members” and “the Community” 
to suit the community needs through the bylaws.

Ashok’s response was not meant for the public and so i won’t comment or 
refer to it, but It is clear that the proxy limitation for elections was a 
"community decision" to accommodate a situation and shall be treated as such.

One would expect the debate to stay at the community level and not involve 
the Act. The community to discuss and agree on how to manage this issue.

Referring to the Act beyond what its applied to “Registered members” seems 
inappropriate and  can lead to questioning  may other things…

1- Since “Resource members” are not recognised by 

Re: [Community-Discuss] Accountability assessment - quorum

[Arnaud AMELINA]

+1

Le 1 oct. 2016 13:55, "ALAIN AINA"  a écrit :

> Hello All,
>
> It is deplorable that this thread on proxy went in a such chaotic mode and
> one had the impression that people were talking without listening to each
> other.
>
> We have had so many times, discussions around AFRINIC Ltd(the company) and
> AFRINIC (the community), Bylaws vs Act, etc…. These threads can be found in
> the archives.
>
> The  most recent i could find is at  https://lists.afrinic.net/
> pipermail/community-discuss/2016-July/000432.html
>
> Beside the requirements of the Act and Mauritius laws, this community  has
> adopted rules and given rights to non “registered members” and “the
> Community” to suit the community needs through the bylaws.
>
> Ashok’s response was not meant for the public and so i won’t comment or
> refer to it, but It is clear that the proxy limitation for elections was a
> "community decision" to accommodate a situation and shall be treated as
> such.
>
> One would expect the debate to stay at the community level and not involve
> the Act. The community to discuss and agree on how to manage this issue.
>
> Referring to the Act beyond what its applied to “Registered members” seems
> inappropriate and  can lead to questioning  may other things…
>
> 1- Since “Resource members” are not recognised by the Act, why is the
> rules on proxy towards them subject to the Act ?
>
> 2- if we were to amend to comply to the Act, will this not only applied to
> the “Registered members”?
>
> 3- what is the meaning of the rights given to the “resource members” by
> the bylaws ?
>
>
> Furthermore, if we go back to the original discussion of amending the
> bylaws to improve the accountability:
>
> - who is being accountable to who ?
>
> - what powers does the "registered members" have over the organisation
> beyond electing the directors to become “Registered members” ?
>
> If i take my favorite example, point 11 of the assessment document(see
> below),how will amending the bylaws as suggested below will prevent the
> “Registered members”  from unilaterally amending the bylaws at 75% of votes
> among them as this would be by powers reserved  to the members, the
> “registered members” by the Act ?
> 
> 11- Modification to the Bylaws or Constitution: The Bylaws say how the
> AFRINIC
> Members may change the Bylaws, but the Companies Act say that the
> Registered Members can change it. Consider requiring that the
> Bylaws/Constitution may be changed only after a Special Resolution by all
> AFRINIC Members in terms of Bylaws 7.6(vi) , so that the Registered Members
> (the same nine people as the Directors) cannot act without broader
> approval.
> ===
>
> All of these said, i suggest that we continue the discussions on the proxy
> and the general accountability improvement in the spirit of  AFRINIC, the
> Community.  The GC shall lead future discussion on AFRINIC legal status to
> fix this to the end.
>
> Hope this helps
>
> Bon weekend
>
> —Alain
>
>
>
>
>
> > On Sep 30, 2016, at 4:24 PM, Alan Barrett 
> wrote:
> >
> > Hi Ashok,
> >
> >> On 30 Sep 2016, at 15:27, Ashok Radhakissoon  wrote:
> >>
> >> Dear Alan,
> >> I am only replying to you on this as I advise the Board only.It is only
> during an AGMM, when called upon, that i intervene.
> >
> > Actually, you replied to the mailing list, but no harm done.  I am also
> replying to the mailing list, and I have asked for the mailing list
> configuration to be changed so that it does not automatically add a
> “Reply-To” header in future.
> >
> >> You are right in stating that the Company's Act takes precedence over
> the bylaws.
> >> I recall that after the Cairo election, the Community felt that
> bringing a substantial number of proxies especially from a particular
> region where AFRINIC membership was dense could not from a "community "
> perspective give the best representation for the Africa regions.This is why
> the limitation of the number of proxies was introduced and voted by the
> community.
> >> This provision of the bylaws would in no way withstand legal challenge
> as suggested by
> >> Andrew.
> >
> > Thank you for the advice.  I suggest that the limit on pnumber of
> proxies should be removed.
> >
> > Alan Barrett
> >
> >
> > ___
> > Community-Discuss mailing list
> > Community-Discuss@afrinic.net
> > https://lists.afrinic.net/mailman/listinfo/community-discuss
>
>
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Re: [Community-Discuss] Accountability assessment - quorum

[Frank Habicht]

Hi,

On 9/30/2016 9:21 PM, Hountomey Jean Robert wrote:
>> And will make AfriNIC procedures legal under Mauritius law.
> 
> Great.
> 
> Are we trying to fix a mistake we have all made in the pass ? 

There is room for misunderstandings, and I don't want any to happen.
What action or omission do you mean by "mistake" ?

Thanks,
Frank


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Re: [Community-Discuss] Accountability assessment - quorum

[Noah]

On 30 Sep 2016 21:23, "Hountomey Jean Robert"  wrote:
>
> > And will make AfriNIC procedures legal under Mauritius law.
>
> Great.
>
> Are we trying to fix a mistake we have all made in the pass ?
>

+1 and this is why we are all openly discussing this issues so that we can
all find a fix.

Noah
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Re: [Community-Discuss] Accountability assessment - quorum

[Mark Elkins]

I don't think the Proxy issue would survive a legal challenge in any
African country based on English (or Dutch) law.

French law can be different but this is law about how a company operates
and with a few minor exceptions (eg company stamps) - I'd expect this to
be very similar the world over.

I personally prefer freedom for the individual member to choose the way
in which they want to vote, whether in person, via proxy (without
restrictions) or via electronic voting.

On 30/09/2016 19:13, Badru Ntege wrote:
> Andrew 
> 
> On 30 Sep 2016, at 5:30 pm, Andrew Alston
> <andrew.als...@liquidtelecom.com
> <mailto:andrew.als...@liquidtelecom.com>> wrote:
> 
>> No Omo,
>>
>>  
>>
>> Please read what Ashok said – the limitation **WILL NOT SURVIVE LEGAL
>> CHALLENGE**
>>
> 
> Afrinic is a regional organisation if we are being shackled by
> jurisdiction of registration we have 52 other jurisdictions. 
> 
> We have options. Let's remain very open and objective to what is best
> for members. 
> 
> Consensus not legal shackles is what the Internet is built on. 
> 
> 
> 
>>  
>>
>> The companies act does not ALLOW the limitation.
>>
>>  
>>
>> Andrew
>>
>>  
>>
>>  
>>
>> *From: *Omo Oaiya <omo.oa...@wacren.net <mailto:omo.oa...@wacren.net>>
>> *Date: *Friday, 30 September 2016 at 17:29
>> *To: *Andrew Alston <andrew.als...@liquidtelecom.com
>> <mailto:andrew.als...@liquidtelecom.com>>
>> *Cc: *Jean-Robert Hountomey <jrhounto...@gmail.com
>> <mailto:jrhounto...@gmail.com>>, "community-discuss@afrinic.net
>> <mailto:community-discuss@afrinic.net>" <community-discuss@afrinic.net
>> <mailto:community-discuss@afrinic.net>>
>> *Subject: *Re: [Community-Discuss] Accountability assessment - quorum
>>
>>  
>>
>> As you have repeated but that is by the way.  What is clear is that
>> electronic voting has solved the issue with proxies so we don’t need
>> them. If the companies act is restrictive and does not support better
>> accountability, proxies can be limited to one per member to balance
>> things out.  
>>
>>  
>>
>> On 30 Sep 2016, at 15:22, Andrew Alston
>> <andrew.als...@liquidtelecom.com
>> <mailto:andrew.als...@liquidtelecom.com>> wrote:
>>
>>  
>>
>> Jean-Robert because proxies are enshrined in the companies act and
>> the act explicitly states that they cannot be removed irrespective
>> of what a company’s bylaws / constitution says.
>>
>>      
>>
>> See fifth schedule section 6
>>
>>  
>>
>> Andrew
>>
>>  
>>
>>  
>>
>> *From: *Jean-Robert Hountomey <jrhounto...@gmail.com
>> <mailto:jrhounto...@gmail.com>>
>> *Date: *Friday, 30 September 2016 at 17:22
>> *To: *"community-discuss@afrinic.net
>> <mailto:community-discuss@afrinic.net>"
>> <community-discuss@afrinic.net <mailto:community-discuss@afrinic.net>>
>> *Subject: *Re: [Community-Discuss] Accountability assessment - quorum
>>
>>  
>>
>> Talking about Board Members election (1) and (2), why do we want to keep 
>> Proxies While we have Electronic voting ?
>>
>> Proxies make sens when a member cannot attend the meeting in person, 
>> isn't what we wanted to solve with electronic voting?
>>
>>  
>>
>> (1) http://afrinic.net/en/community/elections/bod-election/process
>>
>> (2) http://afrinic.net/en/about/agmm/participate-vote
>>
>>  
>>
>> On 9/29/16 8:56 PM, Alan Barrett wrote:
>>
>> On 30 Sep 2016, at 02:26, Mark Elkins <m...@posix.co.za> 
>> <mailto:m...@posix.co.za> wrote
>>
>> The only time the Proxy Restrictions are enforced is for the 
>> Board
>>
>> elections. Traditionally, the elections for the PDP Co-Chair is 
>> hands at
>>
>> the meeting and the elections for the ASO-AC is by secret ballot 
>> by
>>
>> those present.
>>
>> Proxy restrictions apply to elections by the Members (Resource 
>> Members and Registered Members).  ASO-AC and PDWG elections are by the 
>> community or by the PDWG, not by the Members. Board elections and now 
>> Governance Committee elections are by the Members.
>>
>>  
>>
>> Alan Barrett
>>
>>

Re: [Community-Discuss] Accountability assessment - quorum

[Badru Ntege]

As usual we miss the point

I think historical reference was mentioned by others and not me.

I asked for an open discussion which has happened by other members.

My objection is to use legal constraints which goes to limiting options.

We are a community of many who are by far wiser than the few of us who are 
vocal on the list and if we start setting boundaries through legal constraints 
in my view its against the principles that the Internet echo system.

Can I also suggest we remain on topic and avoid the temptation to personalise 
our arguments.

It's all about Afrinic and not us

Regards

Badru Ntege
CEO
NFT Consult Ltd
Www.Nftconsult.com<http://Www.Nftconsult.com>

“Vision without execution is hallucination.”
― Thomas A. Edison






On 30 Sep 2016, at 8:37 pm, Andrew Alston 
<andrew.als...@liquidtelecom.com<mailto:andrew.als...@liquidtelecom.com>> wrote:

Badru –

I am very aware there are many jurisdictions and I’ve heard this argument from 
you so many times.

You’re welcome to try and get consensus to move AfriNIC to another 
juristriction and under the bylaws you could probably even pass a special 
resolution to do it if you could get those kinda numbers – but I know how I 
would be voting in this regard – but of course if you get a 75% majority for it 
– great.

What amuses me however is the view that people want to restrict what members 
can and can’t do because they didn’t like the outcome of a particular scenario 
– I have yet to see a single shred of conclusive evidence of proxies being used 
in any way that is outside of the rules – I have seen plenty of whining that 
its impacted things in ways that certain people didn’t like – but they are very 
different things.

I associate this type of changing of the rules and adding restrictions in my 
mind with what we have seen in so many parts of the world when an incumbent or 
someone doesn’t want to accept the will of a clear majority vote – change the 
rules…

It’s all the same thing in my eyes – pure and unadulterated hegemony – and I’m 
sick of it.

If a member wishes to give his proxy to someone – anyone – he has a right to do 
so.
If that person uses that proxy in a way the member never intended – the member 
can take that up with the person holding the proxy – it is the members 
responsibility.
If 90% of the members choose to trust one individual carry their votes – 
because that is where their faith lies – that is their choice – their right – 
and their responsibility to deal with the outcomes.

That is democracy – this blatant and transparent attempt to restrict a member’s 
rights in the name of “stopping abuse” – when there is no concrete evidence is 
a joke.  It is undemocratic, it is an insult to the intelligence of the members 
who sign those proxies, it is transparent manipulation of the system to attempt 
to achieve a result through the influencing of who can do what – and it is a 
joke.

This is how I see it – others my disagree – but these are the views that I 
stand by

Andrew

From: Badru Ntege 
<badru.nt...@nftconsult.com<mailto:badru.nt...@nftconsult.com>>
Date: Friday, 30 September 2016 at 20:13
To: Andrew Alston 
<andrew.als...@liquidtelecom.com<mailto:andrew.als...@liquidtelecom.com>>
Cc: Omo Oaiya <omo.oa...@wacren.net<mailto:omo.oa...@wacren.net>>, 
"community-discuss@afrinic.net<mailto:community-discuss@afrinic.net>" 
<community-discuss@afrinic.net<mailto:community-discuss@afrinic.net>>
Subject: Re: [Community-Discuss] Accountability assessment - quorum

Andrew

On 30 Sep 2016, at 5:30 pm, Andrew Alston 
<andrew.als...@liquidtelecom.com<mailto:andrew.als...@liquidtelecom.com>> wrote:
No Omo,

Please read what Ashok said – the limitation *WILL NOT SURVIVE LEGAL CHALLENGE*

Afrinic is a regional organisation if we are being shackled by jurisdiction of 
registration we have 52 other jurisdictions.

We have options. Let's remain very open and objective to what is best for 
members.

Consensus not legal shackles is what the Internet is built on.





The companies act does not ALLOW the limitation.

Andrew


From: Omo Oaiya <omo.oa...@wacren.net<mailto:omo.oa...@wacren.net>>
Date: Friday, 30 September 2016 at 17:29
To: Andrew Alston 
<andrew.als...@liquidtelecom.com<mailto:andrew.als...@liquidtelecom.com>>
Cc: Jean-Robert Hountomey 
<jrhounto...@gmail.com<mailto:jrhounto...@gmail.com>>, 
"community-discuss@afrinic.net<mailto:community-discuss@afrinic.net>" 
<community-discuss@afrinic.net<mailto:community-discuss@afrinic.net>>
Subject: Re: [Community-Discuss] Accountability assessment - quorum

As you have repeated but that is by the way.  What is clear is that electronic 
voting has solved the issue with proxies so we don’t need them. If the 
companies act is restrictive and does not support better accountability, 
proxies can be limited to one per member 

Re: [Community-Discuss] Accountability assessment - quorum

[Badru Ntege]

> On 30 Sep 2016, at 7:42 pm, Frank Habicht  wrote:
> 
> 
> On 9/30/2016 5:42 PM, Jean-Robert Hountomey wrote:
>>> +1 NO new restrictions on proxies and removing any restriction that
>>> currently do exist
>> 
>> Which will take us backward, open the door for further disagreements,
>> add additional burden on the election committee and require
>> additional controls.
> 
> And will make AfriNIC procedures legal under Mauritius law.

As i have mentioned we passionately fought against government interference in 
the Internet and we are now ok with it. 

Supposing the Mauritian government imposes a legal tax tomorrow on all Afrinic 
resource holders /members regardless of where the resources are used since they 
are allocated from Mauritius. 

Would we still be ok with Mauritian Law ?? 

Let's be consistent if we choose to remove the proxies lets not use Mauritian 
law as the excuse. 

Let's find plausible consensus among members 

Regards 




> 
> Frank
> 
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Re: [Community-Discuss] Accountability assessment - quorum

[Badru Ntege]

+1


Badru Ntege
CEO
NFT Consult Ltd
Www.Nftconsult.com

“Vision without execution is hallucination.”
�D Thomas A. Edison






On 30 Sep 2016, at 5:10 pm, Arnaud AMELINA 
> wrote:


Dear CEO, we appreciate  your contributions and clarification. However we would 
like to remind you that your position does not allow you to make decisions 
unilaterally, or to intervene in favor of options or proposals. Good governance 
require you to remain neutral as you are the one in charge of building 
consensus.

Regards

Arnaud

Le 30 sept. 2016 12:25, "Alan Barrett" 
> a écrit :
Hi Ashok,

> On 30 Sep 2016, at 15:27, Ashok Radhakissoon 
> > wrote:
>
> Dear Alan,
> I am only replying to you on this as I advise the Board only.It is only 
> during an AGMM, when called upon, that i intervene.

Actually, you replied to the mailing list, but no harm done.  I am also 
replying to the mailing list, and I have asked for the mailing list 
configuration to be changed so that it does not automatically add a “Reply-To” 
header in future.

> You are right in stating that the Company's Act takes precedence over the 
> bylaws.
> I recall that after the Cairo election, the Community felt that bringing a 
> substantial number of proxies especially from a particular region where 
> AFRINIC membership was dense could not from a "community " perspective give 
> the best representation for the Africa regions.This is why the limitation of 
> the number of proxies was introduced and voted by the community.
> This provision of the bylaws would in no way withstand legal challenge as 
> suggested by
> Andrew.

Thank you for the advice.  I suggest that the limit on pnumber of proxies 
should be removed.

Alan Barrett


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Re: [Community-Discuss] Accountability assessment - quorum

[Frank Habicht]

Hi,

On 9/30/2016 5:29 PM, Omo Oaiya wrote:
> As you have repeated but that is by the way.  What is clear is that
> electronic voting has solved the issue with proxies so we don’t need
> them. If the companies act is restrictive and does not support better
> accountability, proxies can be limited to one per member to balance
> things out.  

If you don't need them, the best would be that you don't use them.
That's not a good reason to take rights away from other (resource) members.

If 15 (resource) members want to assign the same person as a proxy, it
is a) their right and b) not your right to deny them this.

But I too am not a lawyer.

Frank



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Re: [Community-Discuss] Accountability assessment - quorum

[Alan Barrett]

> On 30 Sep 2016, at 18:29, Omo Oaiya  wrote:
> 
> What is clear is that electronic voting has solved the issue with proxies so 
> we don’t need them.

The task of the election committee would be greatly simplified if we did not 
have proxies and did not have paper votes, but relied entirely on electronic 
votes.

Alan Barrett


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Re: [Community-Discuss] Accountability assessment - quorum

[Alan Barrett]

> On 30 Sep 2016, at 18:42, Jean-Robert Hountomey  wrote:
> 
>> +1 NO new restrictions on proxies and removing any restriction that 
>> currently do exist
> 
> Which will take us backward, open the door for further disagreements, add 
> additional burden on the election committee and require additional controls.

Actually, removing the limit will simplify logistics, in that it will remove 
the need for the election committee to check how many proxies each person is 
carrying.

Alan Barrett
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Re: [Community-Discuss] Accountability assessment - quorum

[Alan Barrett]

> On 30 Sep 2016, at 18:59, Noah  wrote:
> 
> On 30 Sep 2016 15:26, "Alan Barrett"  wrote:
> >
> > Thank you for the advice.  I suggest that the limit on pnumber of proxies 
> > should be removed.
> >
> 
> Hi Alan,
> 
> Ok  what is going on here
> 
> No No No No, I dont support the sentiment that number limit in proxies should 
> be removed.

We have just received an informal legal opinion that the limit is illegal.  
Therefore, I suggest that the limit should be removed.

However, I also think that we should ask the legal adviser for a more detailed 
and formal opinion.

> Lets remember that the bylaws do contain institutional memory;
> 
> - The community quite recently added the constraint to discourage carrying as 
> many as 20 proxies which is in my opinion still too much.
> 
> - The bylaws review is so that we can improve  accountability, am i right? 
> and as such the removal of the proxy limits cannot be argued to improve 
> accountability imho;
> 
> - We should not be abusing the on going review process to change bylaws 
> because we can (scope matters) like this. No No No….

The main reason for the bylaws changes that I am shepherding is to improve 
accountability, and especially to remove opportunities for institutional 
capture by minority interests.

Removal of the proxy limits can be argued to increae accountability, or to 
decrease it.  The argument can be made in either direction.

> - There may be more important improvement to accountability at AFRINIC which 
> we seem to shy away from including: Board recall, CEO to become ex officio 
> etc etc etc and as it suits us we shout loud..

I heard the request for a Board recall ability, and it will be presented in due 
course.  I don’t know what you mean by “CEO to become ex officio”.

Alan Barrett
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Re: [Community-Discuss] Accountability assessment - quorum

[Jean-Robert Hountomey]

> +1 NO new restrictions on proxies and removing any restriction that currently 
> do exist

Which will take us backward, open the door for further disagreements, add 
additional burden on the election committee and require additional controls.

Jean-Robert.


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Re: [Community-Discuss] Accountability assessment - quorum

[Andrew Alston]

Arnaud,

Sorry – but speaking as a member, and wearing my Liquid Telecom hat – I must 
respectfully disagree with you in the strongest terms.

It may at times be the CEO’s job to gauge consensus – that does not mean he has 
to build it.  However, in a case such as this – these are bylaw changes – he is 
free to have an opinion as is any member of this community.  He is also free to 
voice that opinion.  As a paying member – I will say that I VALUE the opinion 
of the CEO – if I do not know what the CEO is thinking, how can I as a member 
gauge what I like and what I don’t?  How can I as a member engage an 
organization who has a CEO that is gagged and unable to communicate to the 
paying members on his views and opinions.

So as a member – I want to hear what he has to say – I value his opinion – and 
I think that restricting him from using his voice and sharing his opinions is 
to throw away valuable views and guidance which can assist us.

Again – I strongly disagree with your sentiments as stated below.

Andrew Alston
Liquid Telecommunications – Group Head of IP Strategy

From: Arnaud AMELINA <ameln...@gmail.com>
Date: Friday, 30 September 2016 at 17:09
To: Alan Barrett <alan.barr...@afrinic.net>
Cc: General Discussions of AFRINIC <community-discuss@afrinic.net>
Subject: Re: [Community-Discuss] Accountability assessment - quorum


Dear CEO, we appreciate  your contributions and clarification. However we would 
like to remind you that your position does not allow you to make decisions 
unilaterally, or to intervene in favor of options or proposals. Good governance 
require you to remain neutral as you are the one in charge of building 
consensus.

Regards

Arnaud

Le 30 sept. 2016 12:25, "Alan Barrett" 
<alan.barr...@afrinic.net<mailto:alan.barr...@afrinic.net>> a écrit :
Hi Ashok,

> On 30 Sep 2016, at 15:27, Ashok Radhakissoon 
> <as...@afrinic.net<mailto:as...@afrinic.net>> wrote:
>
> Dear Alan,
> I am only replying to you on this as I advise the Board only.It is only 
> during an AGMM, when called upon, that i intervene.

Actually, you replied to the mailing list, but no harm done.  I am also 
replying to the mailing list, and I have asked for the mailing list 
configuration to be changed so that it does not automatically add a “Reply-To” 
header in future.

> You are right in stating that the Company's Act takes precedence over the 
> bylaws.
> I recall that after the Cairo election, the Community felt that bringing a 
> substantial number of proxies especially from a particular region where 
> AFRINIC membership was dense could not from a "community " perspective give 
> the best representation for the Africa regions.This is why the limitation of 
> the number of proxies was introduced and voted by the community.
> This provision of the bylaws would in no way withstand legal challenge as 
> suggested by
> Andrew.

Thank you for the advice.  I suggest that the limit on pnumber of proxies 
should be removed.

Alan Barrett


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Re: [Community-Discuss] Accountability assessment - quorum

[Arnaud AMELINA]

Dear CEO, we appreciate  your contributions and clarification. However we
would like to remind you that your position does not allow you to make
decisions unilaterally, or to intervene in favor of options or proposals.
Good governance require you to remain neutral as you are the one in charge
of building consensus.

Regards

Arnaud

Le 30 sept. 2016 12:25, "Alan Barrett"  a écrit :

> Hi Ashok,
>
> > On 30 Sep 2016, at 15:27, Ashok Radhakissoon  wrote:
> >
> > Dear Alan,
> > I am only replying to you on this as I advise the Board only.It is only
> during an AGMM, when called upon, that i intervene.
>
> Actually, you replied to the mailing list, but no harm done.  I am also
> replying to the mailing list, and I have asked for the mailing list
> configuration to be changed so that it does not automatically add a
> “Reply-To” header in future.
>
> > You are right in stating that the Company's Act takes precedence over
> the bylaws.
> > I recall that after the Cairo election, the Community felt that bringing
> a substantial number of proxies especially from a particular region where
> AFRINIC membership was dense could not from a "community " perspective give
> the best representation for the Africa regions.This is why the limitation
> of the number of proxies was introduced and voted by the community.
> > This provision of the bylaws would in no way withstand legal challenge
> as suggested by
> > Andrew.
>
> Thank you for the advice.  I suggest that the limit on pnumber of proxies
> should be removed.
>
> Alan Barrett
>
>
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Re: [Community-Discuss] Accountability assessment - quorum

[Ashok Radhakissoon]

Dear Alan,
I am only replying to you on this as I advise the Board only.It is only 
during an AGMM, when called upon, that i intervene.
You are right in stating that the Company's Act takes precedence over 
the bylaws.
I recall that after the Cairo election, the Community felt that bringing 
a substantial number of proxies especially from a particular region 
where AFRINIC membership was dense could not from a "community " 
perspective give the best representation for the Africa regions.This is 
why the limitation of the number of proxies was introduced and voted by 
the community.
This provision of the bylaws would in no way withstand legal challenge 
as suggested by Andrew.

Regards
Ashok.

On 29/09/2016 22:29, Alan Barrett wrote:

On 29 Sep 2016, at 22:09, Andrew Alston  wrote:

I am also far from convinced that the limitation on proxies would stand up to 
legal scrutiny and I would like to hear informed legal opinion on this.

The fifth schedule of the companies act – clause 6, makes specific references 
to proxies – and is explicit that any member may appoint anyone as a proxy.

What the Mauritius Companies Act refers to as Members corresponds to what the 
AFRINIC Bylaws refer to as Registered Members.


It also has a very specific clause in the companies act that states that the 
entirety of clause 6 applies “not withstanding any provision in any 
constitution adopted by the company.”  The only exception to this is clause 6 
(d)(v) which makes reference to the format of the actual proxy.

My reading of this – and again, I would like to hear informed legal opinion, is 
that limitations on the proxy instruments that could impact on anyone 
appointing a proxy of their choice would be out of line with the companies act 
– and hence the limitation in our bylaws is illegal and cannot be enforced – 
since it is overridden by the act – which reigns supreme.

Can any lawyers on this list please comment on the above?

I am not a lawyer, but I would assume that the Companies Act may override the 
Bylaws on matters relating to Directors and Registered Members, but not on 
matters relating to Resource Members (which is an AFRINIC construct that is not 
reflected in the Companies Act).

Alan Barrett



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Re: [Community-Discuss] Accountability assessment - quorum

[Alan Barrett]

> On 29 Sep 2016, at 22:48, Andrew Alston  
> wrote:
> The problem here and this is where it gets murky, by precedent and by what 
> has always been communicated to the members, we effectively treat the members 
> as shareholders. There are numerous instances where this has been stated both 
> on the floor at AGMM’s and in emails.  I would need to find specific 
> examples, but I believe such has even been stated by council.

I have always tried to be clear on the difference.  What the Act calls 
“Members” or “Shareholders” corresponds, in my view, to what AFRINIC calls 
“Registered Members”.

We do treat Resource Members a lot like shareholders, in many ways that are 
listed in the Bylaws (mostly in section 7.6), but in cases where the Act gives 
some rights or responsibilities to shareholders or members, and the Bylaws are 
silent on the issue, then I believe that only Registered Members are affected 
by the Act.

> Now – this may or may not hold legal ground – I am no lawyer and don’t claim 
> to be – but perhaps this opens a wider question – do we consider members to 
> have the same rights as shareholders under the act.  If so, we should 
> probably enshrine this in the bylaws – if not – we should probably have 
> something that clearly delineates the differences.

I am also not a lawyer.  I worry about unintended consequences of explicitly 
giving Resource Members all the powers of shareholders, and would want 
carefully considered legal advice before we do anything like that.

> Again – if members are considered in terms of the bylaws as shareholders – 
> the proxy limitation becomes invalid under that interpretation.

I see some support for removing the proxy limitation.

> If we do not consider them as such in terms of the bylaws – it creates 
> another problem – there are various parts of the companies that are very 
> explicit in the rights that are assigned *only* to shareholders – and at that 
> point we have to be consistent in our approach.  We can’t pick and choose 
> here.

My belief is that we have been consistent: the rights assigned by the Act to 
shareholders apply only to Registered Members, unless the Bylaws also assign 
those rights to other categories of members.

Alan Barrett





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Re: [Community-Discuss] Accountability assessment - quorum

[Andrew Alston]

Hi Alan,

Writing wearing my member hat….

The problem here and this is where it gets murky, by precedent and by what has 
always been communicated to the members, we effectively treat the members as 
shareholders. There are numerous instances where this has been stated both on 
the floor at AGMM’s and in emails.  I would need to find specific examples, but 
I believe such has even been stated by council.

Now – this may or may not hold legal ground – I am no lawyer and don’t claim to 
be – but perhaps this opens a wider question – do we consider members to have 
the same rights as shareholders under the act.  If so, we should probably 
enshrine this in the bylaws – if not – we should probably have something that 
clearly delineates the differences.

Again – if members are considered in terms of the bylaws as shareholders – the 
proxy limitation becomes invalid under that interpretation.

If we do not consider them as such in terms of the bylaws – it creates another 
problem – there are various parts of the companies that are very explicit in 
the rights that are assigned *only* to shareholders – and at that point we have 
to be consistent in our approach.  We can’t pick and choose here.

Just my thoughts…

Andrew


On 29/09/2016, 21:29, "Alan Barrett"  wrote:


> On 29 Sep 2016, at 22:09, Andrew Alston  
wrote:
> 
> I am also far from convinced that the limitation on proxies would stand 
up to legal scrutiny and I would like to hear informed legal opinion on this.
> 
> The fifth schedule of the companies act – clause 6, makes specific 
references to proxies – and is explicit that any member may appoint anyone as a 
proxy.

What the Mauritius Companies Act refers to as Members corresponds to what 
the AFRINIC Bylaws refer to as Registered Members.

> It also has a very specific clause in the companies act that states that 
the entirety of clause 6 applies “not withstanding any provision in any 
constitution adopted by the company.”  The only exception to this is clause 6 
(d)(v) which makes reference to the format of the actual proxy.
> 
> My reading of this – and again, I would like to hear informed legal 
opinion, is that limitations on the proxy instruments that could impact on 
anyone appointing a proxy of their choice would be out of line with the 
companies act – and hence the limitation in our bylaws is illegal and cannot be 
enforced – since it is overridden by the act – which reigns supreme.
> 
> Can any lawyers on this list please comment on the above?

I am not a lawyer, but I would assume that the Companies Act may override 
the Bylaws on matters relating to Directors and Registered Members, but not on 
matters relating to Resource Members (which is an AFRINIC construct that is not 
reflected in the Companies Act).

Alan Barrett



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Re: [Community-Discuss] Accountability assessment - quorum

[Bennie Joubert]

+1 NO new restrictions on proxies and removing any restriction that 
currently do exist


-1 For adding any new restrictions


I paid my membership fees like the rest and feel my vote counts if it is 
online or via proxy.  Just my 2 cents.


Kind regards.

--

Bennie Joubert
Tel: +27.87060
Fax: +27.862167377
Cell: +27.769485741
Email: bennie.joub...@jsdaav.com

[Any errors in spelling, tact or fact are transmission errors]


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Re: [Community-Discuss] Accountability assessment - quorum

[Andrew Alston]

I am also far from convinced that the limitation on proxies would stand up to 
legal scrutiny and I would like to hear informed legal opinion on this.

The fifth schedule of the companies act – clause 6, makes specific references 
to proxies – and is explicit that any member may appoint anyone as a proxy.

It also has a very specific clause in the companies act that states that the 
entirety of clause 6 applies “not withstanding any provision in any 
constitution adopted by the company.”  The only exception to this is clause 6 
(d)(v) which makes reference to the format of the actual proxy.

My reading of this – and again, I would like to hear informed legal opinion, is 
that limitations on the proxy instruments that could impact on anyone 
appointing a proxy of their choice would be out of line with the companies act 
– and hence the limitation in our bylaws is illegal and cannot be enforced – 
since it is overridden by the act – which reigns supreme.

Can any lawyers on this list please comment on the above?

Thanks

Andrew



On 29/09/2016, 20:38, "Alan Barrett"  wrote:


> On 29 Sep 2016, at 21:22, Badru Ntege  wrote:
>> On 29 Sep 2016, at 5:30 PM, Andrew Alston 
 wrote:
>> 
>> Correct – I think what Alan meant here (and he can correct me if I am 
wrong) is that the limitation does not apply to special resolution voting for 
example.

My main point was that the proxy limit does not apply to determining quorum 
or to voting on resolutions; only to voting in elections.  However, I was also 
under the mistaken impression that the limit came from the election guidelines, 
whereas it actually comes from the bylaws.

> If we thought it important enough to enshrine in the bye laws we should 
extend it to all voting processes.

If we have proxy limits at all, then I think that they should be applied 
equally to all relevant situations (determining quorum, and any vote my 
Members).

However, I am not convinced that there should be any limit.

Alan Barrett


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Re: [Community-Discuss] Accountability assessment - quorum

[Alan Barrett]

> On 29 Sep 2016, at 21:22, Badru Ntege  wrote:
>> On 29 Sep 2016, at 5:30 PM, Andrew Alston  
>> wrote:
>> 
>> Correct – I think what Alan meant here (and he can correct me if I am wrong) 
>> is that the limitation does not apply to special resolution voting for 
>> example.

My main point was that the proxy limit does not apply to determining quorum or 
to voting on resolutions; only to voting in elections.  However, I was also 
under the mistaken impression that the limit came from the election guidelines, 
whereas it actually comes from the bylaws.

> If we thought it important enough to enshrine in the bye laws we should 
> extend it to all voting processes.

If we have proxy limits at all, then I think that they should be applied 
equally to all relevant situations (determining quorum, and any vote my 
Members).

However, I am not convinced that there should be any limit.

Alan Barrett


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Re: [Community-Discuss] Accountability assessment - quorum

[Badru Ntege]

Sent from my iPhone

> On 29 Sep 2016, at 5:30 PM, Andrew Alston  
> wrote:
> 
> Correct – I think what Alan meant here (and he can correct me if I am wrong) 
> is that the limitation does not apply to special resolution voting for 
> example.
> 

If we thought it important enough to enshrine in the bye laws we should extend 
it to all voting processes. 



> It is specifically limited to ELECTION voting – any election.
> 
> Thanks
> 
> Andrew
> 
> 
> 
> On 29/09/2016, 19:03, "ALAIN AINA"  wrote:
> 
>Hello,
>> On Sep 29, 2016, at 5:16 PM, Alan Barrett  wrote:
>> 
>> 
>>> On 29 Sep 2016, at 11:20, Badru Ntege  wrote:
>>> 
>>> I believe over the years we have modified how proxies are used. I.e numbers 
>>> of proxies one can use.  The suggestion was not to eliminate. 
>>> 
>>> Even laws that have worked over centuries are modified. 
>>> 
>>> That's why I cannot come with 100 proxies to an election.  
>>> 
>>> We need to get clarity on how proxies impact quorum too. 
>>> 
>>> The issue needs to be discussed well to create full clarity.
>> 
>> For Board elections, the election guidelines specify a maximum number of 
>> proxies per person.  I don’t think that limit applies to anything else.
> 
> 
>Bylaws is very clear on this. The limit of 5 proxies per person applies to 
> all elections.
> 
>===
>12.12 Proxies
> 
>(viii) No member entitled to vote during an election held by the
>Company shall carry more than five (5) proxies during the said election
>
> 
> 
>Hope this helps
> 
>—Alain
> 
>> 
>> I agree that we should discuss it.  Let’s hear whether people think there 
>> should be limits, and if so, what the limits should be.
>> 
>> Alan Barrett
>> 
>> 
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Re: [Community-Discuss] Accountability assessment - quorum

[Badru Ntege]

We had a similar discussion on another list somewhere and someone  related the 
mass proxie thing to ballot stuffing which we commonly see in our elections in 
the region

Even trust has guidelines

@ mark thanks for alluding to the elephant in the room.

If we want an outcome that inspires trust which does not exist right now let's 
consider limitations on proxies.

Sent from my iPhone

On 29 Sep 2016, at 3:52 PM, Andrew Alston 
<andrew.als...@liquidtelecom.com<mailto:andrew.als...@liquidtelecom.com>> wrote:

Because proxies are enshrined in the companies act for one thing.

Secondly, what is your definition of abuse? Someone was trusted by a lot of 
people and used them to vote a way that you didn't like? That's not abuse - 
that's members who had faith in someone and decided to vote in a particular way.

Calling that abuse is laughable in the extreme - and it shows lack of 
willingness to accept the will of the majority vote.

Attempting to limit and change the rules to ensure that things go a particular 
way is no better than incumbent politicians attempting to change constitutions 
to hold onto power, or pushing for voting reforms to disenfranchise a 
particular group of people because you don't like the way they may vote.

Let's respect the democratic process here

Andrew

Get Outlook for iOS<https://aka.ms/o0ukef>


From: Omo Oaiya <omo.oa...@wacren.net<mailto:omo.oa...@wacren.net>>
Sent: Thursday, September 29, 2016 5:31:53 PM
To: General Discussions of AFRINIC
Subject: Re: [Community-Discuss] Accountability assessment - quorum

-1

There is history of abuse of proxies in AFRINIC so it is not simply the 
principle in question.   These votes are meant to be a representation of public 
interest not shareholder or group interest so we should care more about ethics 
and the moral responsibility of having involved voters.

As we are starting to record more online votes than onsite, I don't see why we 
can't consider limiting to online voting if not physically present.  We can use 
opportunity to improve on member engagement.

We may need to improve integrity and ease of use of the voting system in the 
process but small price to pay for a more representative and involved community.

-Omo

On 28 September 2016 at 20:16, Jackson Muthili 
<jacksonmu...@gmail.com<mailto:jacksonmu...@gmail.com>> wrote:
+1

On Wed, Sep 28, 2016 at 11:38 AM, Andrew Alston
<andrew.als...@liquidtelecom.com<mailto:andrew.als...@liquidtelecom.com>> wrote:
> +1 Mark,
>
> I would have thought this was pretty plain – it’s a global practice in 
> business and I’d be surprised if people who have stood on boards and other 
> such things hadn’t seen this fairly often, its enshrined in every company act 
> I’ve ever read.
>
> It’s the same way with shareholder meetings – a shareholder may give a proxy 
> to someone.
>
> A member may issue a proxy and that person then 100% represents the person 
> who gave it to them.
>
> Andrew
>
>
>
> On 28/09/2016, 20:08, "Mark Elkins" 
> <m...@posix.co.za<mailto:m...@posix.co.za>> wrote:
>
>
>
> On 28/09/2016 15:20, Badru Ntege wrote:
> > Ultimately percentage of members is the logical and sustainble way to
> > achieve a representative outcome.  However this opens another
> > question when it comes to “representative” and actual votes.
> >
> > We need to explore a way that also addresses actively engaged member
> > views.  The current system is open to some kind of abuse where
> > through the use of proxies,  votes are cast on behalf of members who
> > might not even have a clue about what the vote is all about.
>
> If I give my Proxy to someone - then I am implicitly trusting that
> person - including their judgement/discretion on things I might not be
> 100% sure about. If I give them instructions and they fail to follow
> them, my issue is with them, no one else.
>
> Often, proxies will actually state how the "owner" wishes to vote on
> certain (pre-defined) topics - i.e. - accept the current auditors for
> another year.
>
> If you don't trust a person to use your proxy wisely - don't give it to
> them. I really don't see the problem.
>
> > We have all noticed this in previous elections so I think we need to
> > start putting our minds round how to find a solution.
> >
> > Regards
> >
> >
> >
> >
> >
> >
> >
> >
> >
> > On 9/28/16, 8:55 AM, "Dewole Ajao" 
> <dew...@tinitop.com<mailto:dew...@tinitop.com>> wrote:
> >
> >> Is hard-wiring the numbers really a good idea as opp

Re: [Community-Discuss] Accountability assessment - quorum

[Andrew Alston]

Correct – I think what Alan meant here (and he can correct me if I am wrong) is 
that the limitation does not apply to special resolution voting for example.

It is specifically limited to ELECTION voting – any election.

Thanks

Andrew



On 29/09/2016, 19:03, "ALAIN AINA"  wrote:

Hello,
> On Sep 29, 2016, at 5:16 PM, Alan Barrett  
wrote:
> 
> 
>> On 29 Sep 2016, at 11:20, Badru Ntege  wrote:
>> 
>> I believe over the years we have modified how proxies are used. I.e 
numbers of proxies one can use.  The suggestion was not to eliminate. 
>> 
>> Even laws that have worked over centuries are modified. 
>> 
>> That's why I cannot come with 100 proxies to an election.  
>> 
>> We need to get clarity on how proxies impact quorum too. 
>> 
>> The issue needs to be discussed well to create full clarity.
> 
> For Board elections, the election guidelines specify a maximum number of 
proxies per person.  I don’t think that limit applies to anything else.


Bylaws is very clear on this. The limit of 5 proxies per person applies to 
all elections.

===
12.12 Proxies

(viii) No member entitled to vote during an election held by the
Company shall carry more than five (5) proxies during the said election



Hope this helps

—Alain

> 
> I agree that we should discuss it.  Let’s hear whether people think there 
should be limits, and if so, what the limits should be.
> 
> Alan Barrett
> 
> 
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Re: [Community-Discuss] Accountability assessment - quorum

[Alan Barrett]

> On 29 Sep 2016, at 20:03, ALAIN AINA  wrote:
>> For Board elections, the election guidelines specify a maximum number of 
>> proxies per person.  I don’t think that limit applies to anything else.
> 
> Bylaws is very clear on this. The limit of 5 proxies per person applies to 
> all elections.
> 
> ===
> 12.12 Proxies
> 
> (viii) No member entitled to vote during an election held by the
> Company shall carry more than five (5) proxies during the said election
> 

Thank you for the reference.

Alan Barrett


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Re: [Community-Discuss] Accountability assessment - quorum

[Omo Oaiya]

-1

There is history of abuse of proxies in AFRINIC so it is not simply the
principle in question.   These votes are meant to be a representation of
public interest not shareholder or group interest so we should care more
about ethics and the moral responsibility of having involved voters.

As we are starting to record more online votes than onsite, I don't see why
we can't consider limiting to online voting if not physically present.  We
can use opportunity to improve on member engagement.

We may need to improve integrity and ease of use of the voting system in
the process but small price to pay for a more representative and involved
community.

-Omo

On 28 September 2016 at 20:16, Jackson Muthili 
wrote:

> +1
>
> On Wed, Sep 28, 2016 at 11:38 AM, Andrew Alston
>  wrote:
> > +1 Mark,
> >
> > I would have thought this was pretty plain – it’s a global practice in
> business and I’d be surprised if people who have stood on boards and other
> such things hadn’t seen this fairly often, its enshrined in every company
> act I’ve ever read.
> >
> > It’s the same way with shareholder meetings – a shareholder may give a
> proxy to someone.
> >
> > A member may issue a proxy and that person then 100% represents the
> person who gave it to them.
> >
> > Andrew
> >
> >
> >
> > On 28/09/2016, 20:08, "Mark Elkins"  wrote:
> >
> >
> >
> > On 28/09/2016 15:20, Badru Ntege wrote:
> > > Ultimately percentage of members is the logical and sustainble way
> to
> > > achieve a representative outcome.  However this opens another
> > > question when it comes to “representative” and actual votes.
> > >
> > > We need to explore a way that also addresses actively engaged
> member
> > > views.  The current system is open to some kind of abuse where
> > > through the use of proxies,  votes are cast on behalf of members
> who
> > > might not even have a clue about what the vote is all about.
> >
> > If I give my Proxy to someone - then I am implicitly trusting that
> > person - including their judgement/discretion on things I might not
> be
> > 100% sure about. If I give them instructions and they fail to follow
> > them, my issue is with them, no one else.
> >
> > Often, proxies will actually state how the "owner" wishes to vote on
> > certain (pre-defined) topics - i.e. - accept the current auditors for
> > another year.
> >
> > If you don't trust a person to use your proxy wisely - don't give it
> to
> > them. I really don't see the problem.
> >
> > > We have all noticed this in previous elections so I think we need
> to
> > > start putting our minds round how to find a solution.
> > >
> > > Regards
> > >
> > >
> > >
> > >
> > >
> > >
> > >
> > >
> > >
> > > On 9/28/16, 8:55 AM, "Dewole Ajao"  wrote:
> > >
> > >> Is hard-wiring the numbers really a good idea as opposed to a
> > >> percentage (of something or the other)?
> > >>
> > >> Just thinking of a way to fix the quorum even if active membership
> > >> were to double in a year or two.
> > >>
> > >> Dewole.
> > >>
> > >>
> > >> On 28/09/2016 07:58, Alan Barrett wrote:
> >  On 26 Sep 2016, at 22:00, Alan Barrett
> >   wrote:
> > 
> > 
> > > On 26 Sep 2016, at 18:22, Douglas Onyango
> > >  wrote:
> > >
> > > Hi Alan,
> > >> The current quorum requirement is 10 members, which is too
> > >> small, but I think 10% is too large.
> > > Perhaps AFRINIC can share with us statistics on member
> > > attendance in the past 5 years. We can normalize this data
> > > and can use something like the lowest or average number of
> > > members present to prescribe a pragmatic number for our
> > > quorum requirement.
> >  Sure, I can get those numbers.
> > >>> Here are the number of votes cast during recent Board elections.
> > >>> The number of on-site votes gives a good idea of the number of
> > >>> members who attended the meetings.
> > >>>
> > >>> 2013201420152016 E-Votes58  59
> 49  183 On-Site Votes   45
> > >>> 66  77  62 TOTAL103 125 126 245
> > >>>
> > >>> Given these attendance figures, I suggest a quorum requirement of
> > >>> 30 resource members in the future.
> > >>>
> > >>> Alan ___
> > >>> Community-Discuss mailing list Community-Discuss@afrinic.net
> > >>> https://lists.afrinic.net/mailman/listinfo/community-discuss
> > >>
> > >>
> > >> ___ Community-Discuss
> > >> mailing list Community-Discuss@afrinic.net
> > >> 

Re: [Community-Discuss] Accountability assessment - quorum

[Mark Elkins]

Badru, I know you are involved in a (pretty successful) company. I
presume there is a Board and shareholders? What limits does your
organisation have on shareholders and proxies? Does your organisation
impose any limits?

I'm actually not aware of any company apart from AFRINIC that imposes
any limitations on shareholders regarding proxies. i.e. - It is AFRINIC
that is doing something unusual by having limitations.

ps. I was the cause of the limitations on proxies per candidate being
introduced within AFRINIC - a consequence of the last Cairo meeting. I
arrived with about 20 proxies.

On 29/09/2016 09:20, Badru Ntege wrote:
> I believe over the years we have modified how proxies are used. I.e numbers 
> of proxies one can use.  The suggestion was not to eliminate. 
> 
> Even laws that have worked over centuries are modified. 
> 
> That's why I cannot come with 100 proxies to an election.  
> 
> We need to get clarity on how proxies impact quorum too. 
> 
> The issue needs to be discussed well to create full clarity. 
> 
> Regards 
> 
> Sent from my iPhone
> 
>> On 28 Sep 2016, at 6:40 PM, Andrew Alston  
>> wrote:
>>
>> +1 Mark,
>>
>> I would have thought this was pretty plain – it’s a global practice in 
>> business and I’d be surprised if people who have stood on boards and other 
>> such things hadn’t seen this fairly often, its enshrined in every company 
>> act I’ve ever read.
>>
>> It’s the same way with shareholder meetings – a shareholder may give a proxy 
>> to someone.
>>
>> A member may issue a proxy and that person then 100% represents the person 
>> who gave it to them. 
>>
>> Andrew
>>
>>
>>
>> On 28/09/2016, 20:08, "Mark Elkins"  wrote:
>>
>>
>>
>>>On 28/09/2016 15:20, Badru Ntege wrote:
>>> Ultimately percentage of members is the logical and sustainble way to
>>> achieve a representative outcome.  However this opens another
>>> question when it comes to “representative” and actual votes.
>>>
>>> We need to explore a way that also addresses actively engaged member
>>> views.  The current system is open to some kind of abuse where
>>> through the use of proxies,  votes are cast on behalf of members who
>>> might not even have a clue about what the vote is all about.
>>
>>If I give my Proxy to someone - then I am implicitly trusting that
>>person - including their judgement/discretion on things I might not be
>>100% sure about. If I give them instructions and they fail to follow
>>them, my issue is with them, no one else.
>>
>>Often, proxies will actually state how the "owner" wishes to vote on
>>certain (pre-defined) topics - i.e. - accept the current auditors for
>>another year.
>>
>>If you don't trust a person to use your proxy wisely - don't give it to
>>them. I really don't see the problem.
>>
>>> We have all noticed this in previous elections so I think we need to
>>> start putting our minds round how to find a solution.
>>>
>>> Regards
>>>
>>>
>>>
>>>
>>>
>>>
>>>
>>>
>>>
 On 9/28/16, 8:55 AM, "Dewole Ajao"  wrote:

 Is hard-wiring the numbers really a good idea as opposed to a
 percentage (of something or the other)?

 Just thinking of a way to fix the quorum even if active membership
 were to double in a year or two.

 Dewole.


 On 28/09/2016 07:58, Alan Barrett wrote:
>> On 26 Sep 2016, at 22:00, Alan Barrett
>>  wrote:
>>
>>
>>> On 26 Sep 2016, at 18:22, Douglas Onyango
>>>  wrote:
>>>
>>> Hi Alan,
 The current quorum requirement is 10 members, which is too
 small, but I think 10% is too large.
>>> Perhaps AFRINIC can share with us statistics on member
>>> attendance in the past 5 years. We can normalize this data
>>> and can use something like the lowest or average number of
>>> members present to prescribe a pragmatic number for our
>>> quorum requirement.
>> Sure, I can get those numbers.
> Here are the number of votes cast during recent Board elections.
> The number of on-site votes gives a good idea of the number of
> members who attended the meetings.
>
> 2013201420152016 E-Votes585949183 
> On-Site Votes45
> 667762 TOTAL  103125126245
>
> Given these attendance figures, I suggest a quorum requirement of
> 30 resource members in the future.
>
> Alan ___ 
> Community-Discuss mailing list Community-Discuss@afrinic.net 
> https://lists.afrinic.net/mailman/listinfo/community-discuss


 ___ Community-Discuss
 mailing list Community-Discuss@afrinic.net 
 https://lists.afrinic.net/mailman/listinfo/community-discuss
>>>
>>>
>>> ___ 

Re: [Community-Discuss] Accountability assessment - quorum

[Alan Barrett]

> On 29 Sep 2016, at 11:20, Badru Ntege  wrote:
> 
> I believe over the years we have modified how proxies are used. I.e numbers 
> of proxies one can use.  The suggestion was not to eliminate. 
> 
> Even laws that have worked over centuries are modified. 
> 
> That's why I cannot come with 100 proxies to an election.  
> 
> We need to get clarity on how proxies impact quorum too. 
> 
> The issue needs to be discussed well to create full clarity.

For Board elections, the election guidelines specify a maximum number of 
proxies per person.  I don’t think that limit applies to anything else.

I agree that we should discuss it.  Let’s hear whether people think there 
should be limits, and if so, what the limits should be.

Alan Barrett


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Re: [Community-Discuss] Accountability assessment - quorum

[Andrew Alston]

+1

Such restrictions do not impact of the proxy holder they impact on the member 
and the members right to choose who they trust and who they wish to invest with 
the power to speak for and vote for them.

What right do we have to dictate such to the members? Why should a member not 
be free to choose who the trust, when they trust them, and what power they 
choose to entrust to whoever they choose.

Or are we saying we don't have enough faith in our members to make their own 
choices and we need to act as nannies? I call that an insult to the 
intelligence of our members.

Andrew

Get Outlook for iOS<https://aka.ms/o0ukef>

_
From: Jackson Muthili <jacksonmu...@gmail.com<mailto:jacksonmu...@gmail.com>>
Sent: Thursday, September 29, 2016 10:44
Subject: Re: [Community-Discuss] Accountability assessment - quorum
To: General Discussions of AFRINIC 
<community-discuss@afrinic.net<mailto:community-discuss@afrinic.net>>


On Thu, Sep 29, 2016 at 1:20 AM, Badru Ntege 
<badru.nt...@nftconsult.com<mailto:badru.nt...@nftconsult.com>> wrote:
> I believe over the years we have modified how proxies are used. I.e numbers 
> of proxies one can use. The suggestion was not to eliminate.
>
> Even laws that have worked over centuries are modified.
>
> That's why I cannot come with 100 proxies to an election.
>
> We need to get clarity on how proxies impact quorum too.
>
> The issue needs to be discussed well to create full clarity.

Nothing to discuss. A proxy attends a general meeting in place of the
member and while in attendance has full right and power as if it was
the member present.

In fact this limitation of number of member representations a proxy
can have is plain silly. Every member should have a right to appoint a
proxy of their choice. If 1000 members end up appointing the same
individual to proxy so be it.

--

___
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Re: [Community-Discuss] Accountability assessment - quorum

[Jackson Muthili]

On Thu, Sep 29, 2016 at 1:20 AM, Badru Ntege  wrote:
> I believe over the years we have modified how proxies are used. I.e numbers 
> of proxies one can use.  The suggestion was not to eliminate.
>
> Even laws that have worked over centuries are modified.
>
> That's why I cannot come with 100 proxies to an election.
>
> We need to get clarity on how proxies impact quorum too.
>
> The issue needs to be discussed well to create full clarity.

Nothing to discuss. A proxy attends a general meeting in place of the
member and while in attendance has full right and power as if it was
the member present.

In fact this limitation of number of member representations a proxy
can have is plain silly. Every member should have a right to appoint a
proxy of their choice. If 1000 members end up appointing the same
individual to proxy so be it.

--

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Re: [Community-Discuss] Accountability assessment - quorum

[Badru Ntege]

I believe over the years we have modified how proxies are used. I.e numbers of 
proxies one can use.  The suggestion was not to eliminate. 

Even laws that have worked over centuries are modified. 

That's why I cannot come with 100 proxies to an election.  

We need to get clarity on how proxies impact quorum too. 

The issue needs to be discussed well to create full clarity. 

Regards 

Sent from my iPhone

> On 28 Sep 2016, at 6:40 PM, Andrew Alston  
> wrote:
> 
> +1 Mark,
> 
> I would have thought this was pretty plain – it’s a global practice in 
> business and I’d be surprised if people who have stood on boards and other 
> such things hadn’t seen this fairly often, its enshrined in every company act 
> I’ve ever read.
> 
> It’s the same way with shareholder meetings – a shareholder may give a proxy 
> to someone.
> 
> A member may issue a proxy and that person then 100% represents the person 
> who gave it to them. 
> 
> Andrew
> 
> 
> 
> On 28/09/2016, 20:08, "Mark Elkins"  wrote:
> 
> 
> 
>>On 28/09/2016 15:20, Badru Ntege wrote:
>> Ultimately percentage of members is the logical and sustainble way to
>> achieve a representative outcome.  However this opens another
>> question when it comes to “representative” and actual votes.
>> 
>> We need to explore a way that also addresses actively engaged member
>> views.  The current system is open to some kind of abuse where
>> through the use of proxies,  votes are cast on behalf of members who
>> might not even have a clue about what the vote is all about.
> 
>If I give my Proxy to someone - then I am implicitly trusting that
>person - including their judgement/discretion on things I might not be
>100% sure about. If I give them instructions and they fail to follow
>them, my issue is with them, no one else.
> 
>Often, proxies will actually state how the "owner" wishes to vote on
>certain (pre-defined) topics - i.e. - accept the current auditors for
>another year.
> 
>If you don't trust a person to use your proxy wisely - don't give it to
>them. I really don't see the problem.
> 
>> We have all noticed this in previous elections so I think we need to
>> start putting our minds round how to find a solution.
>> 
>> Regards
>> 
>> 
>> 
>> 
>> 
>> 
>> 
>> 
>> 
>>> On 9/28/16, 8:55 AM, "Dewole Ajao"  wrote:
>>> 
>>> Is hard-wiring the numbers really a good idea as opposed to a
>>> percentage (of something or the other)?
>>> 
>>> Just thinking of a way to fix the quorum even if active membership
>>> were to double in a year or two.
>>> 
>>> Dewole.
>>> 
>>> 
>>> On 28/09/2016 07:58, Alan Barrett wrote:
> On 26 Sep 2016, at 22:00, Alan Barrett
>  wrote:
> 
> 
>> On 26 Sep 2016, at 18:22, Douglas Onyango
>>  wrote:
>> 
>> Hi Alan,
>>> The current quorum requirement is 10 members, which is too
>>> small, but I think 10% is too large.
>> Perhaps AFRINIC can share with us statistics on member
>> attendance in the past 5 years. We can normalize this data
>> and can use something like the lowest or average number of
>> members present to prescribe a pragmatic number for our
>> quorum requirement.
> Sure, I can get those numbers.
 Here are the number of votes cast during recent Board elections.
 The number of on-site votes gives a good idea of the number of
 members who attended the meetings.
 
 2013201420152016 E-Votes585949183 
 On-Site Votes45
 667762 TOTAL  103125126245
 
 Given these attendance figures, I suggest a quorum requirement of
 30 resource members in the future.
 
 Alan ___ 
 Community-Discuss mailing list Community-Discuss@afrinic.net 
 https://lists.afrinic.net/mailman/listinfo/community-discuss
>>> 
>>> 
>>> ___ Community-Discuss
>>> mailing list Community-Discuss@afrinic.net 
>>> https://lists.afrinic.net/mailman/listinfo/community-discuss
>> 
>> 
>> ___ Community-Discuss
>> mailing list Community-Discuss@afrinic.net 
>> https://lists.afrinic.net/mailman/listinfo/community-discuss
> 
>-- 
>Mark James ELKINS  -  Posix Systems - (South) Africa
>m...@posix.co.za   Tel: +27.128070590  Cell: +27.826010496
>For fast, reliable, low cost Internet in ZA: https://ftth.posix.co.za
> 
> 
> 
> 
> ___
> Community-Discuss mailing list
> Community-Discuss@afrinic.net
> https://lists.afrinic.net/mailman/listinfo/community-discuss

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Re: [Community-Discuss] Accountability assessment - quorum

[Jackson Muthili]

+1

On Wed, Sep 28, 2016 at 11:38 AM, Andrew Alston
 wrote:
> +1 Mark,
>
> I would have thought this was pretty plain – it’s a global practice in 
> business and I’d be surprised if people who have stood on boards and other 
> such things hadn’t seen this fairly often, its enshrined in every company act 
> I’ve ever read.
>
> It’s the same way with shareholder meetings – a shareholder may give a proxy 
> to someone.
>
> A member may issue a proxy and that person then 100% represents the person 
> who gave it to them.
>
> Andrew
>
>
>
> On 28/09/2016, 20:08, "Mark Elkins"  wrote:
>
>
>
> On 28/09/2016 15:20, Badru Ntege wrote:
> > Ultimately percentage of members is the logical and sustainble way to
> > achieve a representative outcome.  However this opens another
> > question when it comes to “representative” and actual votes.
> >
> > We need to explore a way that also addresses actively engaged member
> > views.  The current system is open to some kind of abuse where
> > through the use of proxies,  votes are cast on behalf of members who
> > might not even have a clue about what the vote is all about.
>
> If I give my Proxy to someone - then I am implicitly trusting that
> person - including their judgement/discretion on things I might not be
> 100% sure about. If I give them instructions and they fail to follow
> them, my issue is with them, no one else.
>
> Often, proxies will actually state how the "owner" wishes to vote on
> certain (pre-defined) topics - i.e. - accept the current auditors for
> another year.
>
> If you don't trust a person to use your proxy wisely - don't give it to
> them. I really don't see the problem.
>
> > We have all noticed this in previous elections so I think we need to
> > start putting our minds round how to find a solution.
> >
> > Regards
> >
> >
> >
> >
> >
> >
> >
> >
> >
> > On 9/28/16, 8:55 AM, "Dewole Ajao"  wrote:
> >
> >> Is hard-wiring the numbers really a good idea as opposed to a
> >> percentage (of something or the other)?
> >>
> >> Just thinking of a way to fix the quorum even if active membership
> >> were to double in a year or two.
> >>
> >> Dewole.
> >>
> >>
> >> On 28/09/2016 07:58, Alan Barrett wrote:
>  On 26 Sep 2016, at 22:00, Alan Barrett
>   wrote:
> 
> 
> > On 26 Sep 2016, at 18:22, Douglas Onyango
> >  wrote:
> >
> > Hi Alan,
> >> The current quorum requirement is 10 members, which is too
> >> small, but I think 10% is too large.
> > Perhaps AFRINIC can share with us statistics on member
> > attendance in the past 5 years. We can normalize this data
> > and can use something like the lowest or average number of
> > members present to prescribe a pragmatic number for our
> > quorum requirement.
>  Sure, I can get those numbers.
> >>> Here are the number of votes cast during recent Board elections.
> >>> The number of on-site votes gives a good idea of the number of
> >>> members who attended the meetings.
> >>>
> >>> 2013201420152016 E-Votes58  59  49
>   183 On-Site Votes   45
> >>> 66  77  62 TOTAL103 125 126 245
> >>>
> >>> Given these attendance figures, I suggest a quorum requirement of
> >>> 30 resource members in the future.
> >>>
> >>> Alan ___
> >>> Community-Discuss mailing list Community-Discuss@afrinic.net
> >>> https://lists.afrinic.net/mailman/listinfo/community-discuss
> >>
> >>
> >> ___ Community-Discuss
> >> mailing list Community-Discuss@afrinic.net
> >> https://lists.afrinic.net/mailman/listinfo/community-discuss
> >
> >
> > ___ Community-Discuss
> > mailing list Community-Discuss@afrinic.net
> > https://lists.afrinic.net/mailman/listinfo/community-discuss
> >
>
> --
> Mark James ELKINS  -  Posix Systems - (South) Africa
> m...@posix.co.za   Tel: +27.128070590  Cell: +27.826010496
> For fast, reliable, low cost Internet in ZA: https://ftth.posix.co.za
>
>
>
>
> ___
> Community-Discuss mailing list
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> https://lists.afrinic.net/mailman/listinfo/community-discuss

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Re: [Community-Discuss] Accountability assessment - quorum

[Andrew Alston]

+1 Mark,

I would have thought this was pretty plain – it’s a global practice in business 
and I’d be surprised if people who have stood on boards and other such things 
hadn’t seen this fairly often, its enshrined in every company act I’ve ever 
read.

It’s the same way with shareholder meetings – a shareholder may give a proxy to 
someone.

A member may issue a proxy and that person then 100% represents the person who 
gave it to them. 

Andrew



On 28/09/2016, 20:08, "Mark Elkins"  wrote:



On 28/09/2016 15:20, Badru Ntege wrote:
> Ultimately percentage of members is the logical and sustainble way to
> achieve a representative outcome.  However this opens another
> question when it comes to “representative” and actual votes.
> 
> We need to explore a way that also addresses actively engaged member
> views.  The current system is open to some kind of abuse where
> through the use of proxies,  votes are cast on behalf of members who
> might not even have a clue about what the vote is all about.

If I give my Proxy to someone - then I am implicitly trusting that
person - including their judgement/discretion on things I might not be
100% sure about. If I give them instructions and they fail to follow
them, my issue is with them, no one else.

Often, proxies will actually state how the "owner" wishes to vote on
certain (pre-defined) topics - i.e. - accept the current auditors for
another year.

If you don't trust a person to use your proxy wisely - don't give it to
them. I really don't see the problem.

> We have all noticed this in previous elections so I think we need to
> start putting our minds round how to find a solution.
> 
> Regards
> 
> 
> 
> 
> 
> 
> 
> 
> 
> On 9/28/16, 8:55 AM, "Dewole Ajao"  wrote:
> 
>> Is hard-wiring the numbers really a good idea as opposed to a
>> percentage (of something or the other)?
>> 
>> Just thinking of a way to fix the quorum even if active membership
>> were to double in a year or two.
>> 
>> Dewole.
>> 
>> 
>> On 28/09/2016 07:58, Alan Barrett wrote:
 On 26 Sep 2016, at 22:00, Alan Barrett
  wrote:
 
 
> On 26 Sep 2016, at 18:22, Douglas Onyango
>  wrote:
> 
> Hi Alan,
>> The current quorum requirement is 10 members, which is too
>> small, but I think 10% is too large.
> Perhaps AFRINIC can share with us statistics on member
> attendance in the past 5 years. We can normalize this data
> and can use something like the lowest or average number of
> members present to prescribe a pragmatic number for our
> quorum requirement.
 Sure, I can get those numbers.
>>> Here are the number of votes cast during recent Board elections.
>>> The number of on-site votes gives a good idea of the number of
>>> members who attended the meetings.
>>> 
>>> 2013201420152016 E-Votes58  59  49  
183 On-Site Votes   45
>>> 66  77  62 TOTAL103 125 126 245
>>> 
>>> Given these attendance figures, I suggest a quorum requirement of
>>> 30 resource members in the future.
>>> 
>>> Alan ___ 
>>> Community-Discuss mailing list Community-Discuss@afrinic.net 
>>> https://lists.afrinic.net/mailman/listinfo/community-discuss
>> 
>> 
>> ___ Community-Discuss
>> mailing list Community-Discuss@afrinic.net 
>> https://lists.afrinic.net/mailman/listinfo/community-discuss
> 
> 
> ___ Community-Discuss
> mailing list Community-Discuss@afrinic.net 
> https://lists.afrinic.net/mailman/listinfo/community-discuss
> 

-- 
Mark James ELKINS  -  Posix Systems - (South) Africa
m...@posix.co.za   Tel: +27.128070590  Cell: +27.826010496
For fast, reliable, low cost Internet in ZA: https://ftth.posix.co.za




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Re: [Community-Discuss] Accountability assessment - quorum

[Mark Elkins]

On 28/09/2016 15:20, Badru Ntege wrote:
> Ultimately percentage of members is the logical and sustainble way to
> achieve a representative outcome.  However this opens another
> question when it comes to “representative” and actual votes.
> 
> We need to explore a way that also addresses actively engaged member
> views.  The current system is open to some kind of abuse where
> through the use of proxies,  votes are cast on behalf of members who
> might not even have a clue about what the vote is all about.

If I give my Proxy to someone - then I am implicitly trusting that
person - including their judgement/discretion on things I might not be
100% sure about. If I give them instructions and they fail to follow
them, my issue is with them, no one else.

Often, proxies will actually state how the "owner" wishes to vote on
certain (pre-defined) topics - i.e. - accept the current auditors for
another year.

If you don't trust a person to use your proxy wisely - don't give it to
them. I really don't see the problem.

> We have all noticed this in previous elections so I think we need to
> start putting our minds round how to find a solution.
> 
> Regards
> 
> 
> 
> 
> 
> 
> 
> 
> 
> On 9/28/16, 8:55 AM, "Dewole Ajao"  wrote:
> 
>> Is hard-wiring the numbers really a good idea as opposed to a
>> percentage (of something or the other)?
>> 
>> Just thinking of a way to fix the quorum even if active membership
>> were to double in a year or two.
>> 
>> Dewole.
>> 
>> 
>> On 28/09/2016 07:58, Alan Barrett wrote:
 On 26 Sep 2016, at 22:00, Alan Barrett
  wrote:
 
 
> On 26 Sep 2016, at 18:22, Douglas Onyango
>  wrote:
> 
> Hi Alan,
>> The current quorum requirement is 10 members, which is too
>> small, but I think 10% is too large.
> Perhaps AFRINIC can share with us statistics on member
> attendance in the past 5 years. We can normalize this data
> and can use something like the lowest or average number of
> members present to prescribe a pragmatic number for our
> quorum requirement.
 Sure, I can get those numbers.
>>> Here are the number of votes cast during recent Board elections.
>>> The number of on-site votes gives a good idea of the number of
>>> members who attended the meetings.
>>> 
>>> 2013201420152016 E-Votes58  59  49  
>>> 183 On-Site Votes   45
>>> 66  77  62 TOTAL103 125 126 245
>>> 
>>> Given these attendance figures, I suggest a quorum requirement of
>>> 30 resource members in the future.
>>> 
>>> Alan ___ 
>>> Community-Discuss mailing list Community-Discuss@afrinic.net 
>>> https://lists.afrinic.net/mailman/listinfo/community-discuss
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Re: [Community-Discuss] Accountability assessment - quorum

[Andrew Alston]

I think we also need to differentiate between quorum for vote vs quorum for 
membership. (Even if not normally – in the context of this discussion)

Proxies count btw – the rules on proxies are very clear – a person carrying a 
proxy represents the member who gave the proxy in every sense of the word.

Quorum for voting MUST include online voting in my view – every member that 
votes has still exercised their voice.

Andrew

From: Douglas Onyango <ondoug...@gmail.com>
Reply-To: General Discussions of AFRINIC <community-discuss@afrinic.net>
Date: Wednesday, 28 September 2016 at 12:19
To: General Discussions of AFRINIC <community-discuss@afrinic.net>
Subject: Re: [Community-Discuss] Accountability assessment - quorum


Hi Saul,
On 28 Sep 2016 11:33, "Saul Stein" 
<s...@enetworks.co.za<mailto:s...@enetworks.co.za>> wrote:
> A percentage is good. However, I think that one needs to specify if a
> quorum can include online participants and then

I would prefer we leave this out so that we have discretion to use onsite 
members, and revert to remote participants only if we can't make quorum from 
members onsite. This way we can reduce the burden of online verification to 
only those ocassions where we don't have enough people onsite to meet the 
quorum requirement.

>how to carer for the
> voting...
> As the stats show, a large number of people voted, but might night have
> been present and a number of onsite votes were probably proxies (although
> that would count towards a quorum)

Voting is already sufficiently catered for to include onsite and online so I 
dont feel any further intervention is warranted. I also think we should try not 
to tie these two things together as that might upset the current balance.

>
> -Original Message-
> From: Dewole Ajao [mailto:dew...@tinitop.com<mailto:dew...@tinitop.com>]
> Sent: 28 September 2016 09:56 AM
> To: General Discussions of AFRINIC 
> <community-discuss@afrinic.net<mailto:community-discuss@afrinic.net>>
> Subject: Re: [Community-Discuss] Accountability assessment - quorum
>
> Is hard-wiring the numbers really a good idea as opposed to a percentage
> (of something or the other)?
>
> Just thinking of a way to fix the quorum even if active membership were to
> double in a year or two.
>
> Dewole.
>
>
> On 28/09/2016 07:58, Alan Barrett wrote:
> >> On 26 Sep 2016, at 22:00, Alan Barrett 
> >> <alan.barr...@afrinic.net<mailto:alan.barr...@afrinic.net>>
> wrote:
> >>
> >>
> >>> On 26 Sep 2016, at 18:22, Douglas Onyango 
> >>> <ondoug...@gmail.com<mailto:ondoug...@gmail.com>> wrote:
> >>>
> >>> Hi Alan,
> >>>> The current quorum requirement is 10 members, which is too small, but
> I think 10% is too large.
> >>> Perhaps AFRINIC can share with us statistics on member attendance in
> >>> the past 5 years. We can normalize this data and can use something
> >>> like the lowest or average number of members present to prescribe a
> >>> pragmatic number for our quorum requirement.
> >> Sure, I can get those numbers.
> > Here are the number of votes cast during recent Board elections.  The
> number of on-site votes gives a good idea of the number of members who
> attended the meetings.
> >
> >  2013 201420152016
> > E-Votes   58  59  49  183
> > On-Site Votes 45  66  77  62
> > TOTAL 103 125 126 245
> >
> > Given these attendance figures, I suggest a quorum requirement of 30
> resource members in the future.
> >
> > Alan
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Re: [Community-Discuss] Accountability assessment - quorum

[Dewole Ajao]

It makes sense for a meeting quorum to include online participants since 
the point of that option is to ensure that members do not miss out 
because of inability to physically attend. On the operational side, a 
meeting that fails to meet quorum for whatever reason also means more 
resources expended by the organization (and the less than 30 members in 
attendance).


Tracking remote participation would however require authentication e.g. 
by having members connect to the stream via MyAFRINIC rather than as 
guests. And then we will have to agree on what exactly constitutes 
meeting attendance... Would it be by... Connection to the stream for at 
least 75% of the meeting session? Connection to the stream during 
certain critical sessions? Keep-alive comment from remote member every X 
minutes so we are sure the remote participant is still an active part of 
the discussion?


It requires some thought.

Dewole.

On 28/09/2016 09:31, Saul Stein wrote:

A percentage is good. However, I think that one needs to specify if a
quorum can include online participants and then how to carer for the
voting...
As the stats show, a large number of people voted, but might night have
been present and a number of onsite votes were probably proxies (although
that would count towards a quorum)

-Original Message-
From: Dewole Ajao [mailto:dew...@tinitop.com]
Sent: 28 September 2016 09:56 AM
To: General Discussions of AFRINIC <community-discuss@afrinic.net>
Subject: Re: [Community-Discuss] Accountability assessment - quorum

Is hard-wiring the numbers really a good idea as opposed to a percentage
(of something or the other)?

Just thinking of a way to fix the quorum even if active membership were to
double in a year or two.

Dewole.


On 28/09/2016 07:58, Alan Barrett wrote:

On 26 Sep 2016, at 22:00, Alan Barrett <alan.barr...@afrinic.net>

wrote:



On 26 Sep 2016, at 18:22, Douglas Onyango <ondoug...@gmail.com> wrote:

Hi Alan,

The current quorum requirement is 10 members, which is too small, but

I think 10% is too large.

Perhaps AFRINIC can share with us statistics on member attendance in
the past 5 years. We can normalize this data and can use something
like the lowest or average number of members present to prescribe a
pragmatic number for our quorum requirement.

Sure, I can get those numbers.

Here are the number of votes cast during recent Board elections.  The

number of on-site votes gives a good idea of the number of members who
attended the meetings.

  2013  201420152016
E-Votes 58  59  49  183
On-Site Votes   45  66  77  62
TOTAL   103 125 126 245

Given these attendance figures, I suggest a quorum requirement of 30

resource members in the future.

Alan
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Re: [Community-Discuss] Accountability assessment - quorum

[Saul Stein]

A percentage is good. However, I think that one needs to specify if a
quorum can include online participants and then how to carer for the
voting...
As the stats show, a large number of people voted, but might night have
been present and a number of onsite votes were probably proxies (although
that would count towards a quorum)

-Original Message-
From: Dewole Ajao [mailto:dew...@tinitop.com] 
Sent: 28 September 2016 09:56 AM
To: General Discussions of AFRINIC <community-discuss@afrinic.net>
Subject: Re: [Community-Discuss] Accountability assessment - quorum

Is hard-wiring the numbers really a good idea as opposed to a percentage
(of something or the other)?

Just thinking of a way to fix the quorum even if active membership were to
double in a year or two.

Dewole.


On 28/09/2016 07:58, Alan Barrett wrote:
>> On 26 Sep 2016, at 22:00, Alan Barrett <alan.barr...@afrinic.net>
wrote:
>>
>>
>>> On 26 Sep 2016, at 18:22, Douglas Onyango <ondoug...@gmail.com> wrote:
>>>
>>> Hi Alan,
>>>> The current quorum requirement is 10 members, which is too small, but
I think 10% is too large.
>>> Perhaps AFRINIC can share with us statistics on member attendance in 
>>> the past 5 years. We can normalize this data and can use something 
>>> like the lowest or average number of members present to prescribe a 
>>> pragmatic number for our quorum requirement.
>> Sure, I can get those numbers.
> Here are the number of votes cast during recent Board elections.  The
number of on-site votes gives a good idea of the number of members who
attended the meetings.
>
>  2013 201420152016
> E-Votes   58  59  49  183
> On-Site Votes 45  66  77  62
> TOTAL 103 125 126 245
>
> Given these attendance figures, I suggest a quorum requirement of 30
resource members in the future.
>
> Alan
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Re: [Community-Discuss] Accountability assessment - committee

[ALAIN AINA]

Hi,



> On Sep 21, 2016, at 1:26 PM, Andrew Alston  
> wrote:
> 
> As regards the quorum figure – 
> 
> Please keep in mind that in RIR history most RIR’s average far less than 10%.
> 
> If the number is two high – there are implications for that – which I’m going 
> to leave people to figure out for themselves.  But I will say this – beware 
> of what you ask for – you may just get it – with all the unintended 
> consequences.
> 
> I don’t have a problem with raising the quorum for voting – and I’m going to 
> leave it to others to propose a number, but I will ask that you think very 
> carefully before proposing a number as to the consequences of us not being 
> able to get quorum.


This is why some keep saying we should give priority to large Consultation and 
Consensus when addressing important issues  as people attending meetings or 
casting votes may not be that representative (far less than 10% of the eligible 
voters)

Thanks

—Alain
> 
> Thanks
> 
> Andrew
> 
> On 21/09/2016, 11:21, "Alan Barrett"  wrote:
> 
> 
>> On 21 Sep 2016, at 13:08, ALAIN AINA  wrote:
>> 
>>> We have a special general meeting coming up in November, and bylaws changes 
>>> can be passed as special resolutions, needing a 75% majority).
>> 
>> OK. Let now look at the 75% majority also called Super Majority.  75% of 
>> what ?  The Registered members ?  The total membership ?
> 
>75% of the members who exercise their vote.
> 
>> BTW: In my mail(*)posted on the 29th June, i suggested that we also improved 
>> things here.
>> (*) 
>> https://lists.afrinic.net/pipermail/community-discuss/2016-June/000350.html
>> These points  seem to not have been (or yet) considered.
>> 
>> 4-  Amend 12.10 (ii)   to set the quorum at 10% of the total membership 
>> either present physically or remotely 
>> 
>> 5- Amend 12.11 to set  minimum number of votes. For all vote, a minimum of 
>> votes from 10% of the total eligible voters required.
> 
>Thanks.  There were some good ideas in your email, and I will work on 
> converting some of them to bylaws changes for consideration.
> 
>The current quorum requirement is 10 members, which is too small, but I 
> think 10% is too large.
> 
>Alan Barrett
> 
> 
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Re: [Community-Discuss] Accountability assessment - committee

[Arnaud AMELINA]

+1

2016-09-21 10:24 GMT+00:00 ALAIN AINA :

>
> > On Sep 21, 2016, at 1:25 PM, Alan Barrett 
> wrote:
> >
> >
> >> On 21 Sep 2016, at 13:08, ALAIN AINA  wrote:
> >> The whole discussion was about how we handle the issues. Large
> consultation and consensus is key. Adoption of the amendments  by “members”
> votes shall be administrative and legal formalities.
> >
> > Yes, I agree.  It’s important to have wide consultation and agreement
> before there is a vote on bylaws changes.  This discussion is part of that
> process.
>
> Ack. Thanks
>
> —Alain
> >
> > Alan Barrett
> >
> >
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Re: [Community-Discuss] Accountability assessment - committee

[ALAIN AINA]

> On Sep 21, 2016, at 1:25 PM, Alan Barrett  wrote:
> 
> 
>> On 21 Sep 2016, at 13:08, ALAIN AINA  wrote:
>> The whole discussion was about how we handle the issues. Large consultation 
>> and consensus is key. Adoption of the amendments  by “members” votes shall 
>> be administrative and legal formalities.  
> 
> Yes, I agree.  It’s important to have wide consultation and agreement before 
> there is a vote on bylaws changes.  This discussion is part of that process.

Ack. Thanks

—Alain
> 
> Alan Barrett
> 
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Re: [Community-Discuss] Accountability assessment - committee

[Andrew Alston]

As regards the quorum figure – 

Please keep in mind that in RIR history most RIR’s average far less than 10%.

If the number is two high – there are implications for that – which I’m going 
to leave people to figure out for themselves.  But I will say this – beware of 
what you ask for – you may just get it – with all the unintended consequences.

I don’t have a problem with raising the quorum for voting – and I’m going to 
leave it to others to propose a number, but I will ask that you think very 
carefully before proposing a number as to the consequences of us not being able 
to get quorum.

Thanks

Andrew

On 21/09/2016, 11:21, "Alan Barrett"  wrote:


> On 21 Sep 2016, at 13:08, ALAIN AINA  wrote:
> 
>> We have a special general meeting coming up in November, and bylaws 
changes can be passed as special resolutions, needing a 75% majority).
> 
> OK. Let now look at the 75% majority also called Super Majority.  75% of 
what ?  The Registered members ?  The total membership ?

75% of the members who exercise their vote.

> BTW: In my mail(*)posted on the 29th June, i suggested that we also 
improved things here.
> (*) 
https://lists.afrinic.net/pipermail/community-discuss/2016-June/000350.html
> These points  seem to not have been (or yet) considered.
> 
> 4-  Amend 12.10 (ii)   to set the quorum at 10% of the total membership 
either present physically or remotely 
> 
> 5- Amend 12.11 to set  minimum number of votes. For all vote, a minimum 
of votes from 10% of the total eligible voters required.

Thanks.  There were some good ideas in your email, and I will work on 
converting some of them to bylaws changes for consideration.

The current quorum requirement is 10 members, which is too small, but I 
think 10% is too large.

Alan Barrett


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Re: [Community-Discuss] Accountability assessment - committee

[Alan Barrett]

> On 21 Sep 2016, at 13:08, ALAIN AINA  wrote:
> The whole discussion was about how we handle the issues. Large consultation 
> and consensus is key. Adoption of the amendments  by “members” votes shall be 
> administrative and legal formalities.  

Yes, I agree.  It’s important to have wide consultation and agreement before 
there is a vote on bylaws changes.  This discussion is part of that process.

Alan Barrett


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Re: [Community-Discuss] Accountability assessment - committee

[Alan Barrett]

> On 21 Sep 2016, at 13:08, ALAIN AINA  wrote:
> 
>> We have a special general meeting coming up in November, and bylaws changes 
>> can be passed as special resolutions, needing a 75% majority).
> 
> OK. Let now look at the 75% majority also called Super Majority.  75% of what 
> ?  The Registered members ?  The total membership ?

75% of the members who exercise their vote.

> BTW: In my mail(*)posted on the 29th June, i suggested that we also improved 
> things here.
> (*) 
> https://lists.afrinic.net/pipermail/community-discuss/2016-June/000350.html
> These points  seem to not have been (or yet) considered.
> 
> 4-  Amend 12.10 (ii)   to set the quorum at 10% of the total membership 
> either present physically or remotely 
> 
> 5- Amend 12.11 to set  minimum number of votes. For all vote, a minimum of 
> votes from 10% of the total eligible voters required.

Thanks.  There were some good ideas in your email, and I will work on 
converting some of them to bylaws changes for consideration.

The current quorum requirement is 10 members, which is too small, but I think 
10% is too large.

Alan Barrett


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Re: [Community-Discuss] Accountability assessment - committee

[ALAIN AINA]

Hi Alan,

> On Sep 21, 2016, at 12:10 PM, Alan Barrett  wrote:
> 
> I see a few people suggesting that a committee should review the bylaws.
> 
> I agree, and the new Governance Committee will have that as one of its tasks.
> 
> However, I think that the already-identified issues should be handled as soon 
> as possible, not waiting for a committee.

The whole discussion was about how we handle the issues. Large consultation and 
consensus is key. Adoption of the amendments  by “members” votes shall be 
administrative and legal formalities.  

>  We have a special general meeting coming up in November, and bylaws changes 
> can be passed as special resolutions, needing a 75% majority).

OK. Let now look at the 75% majority also called Super Majority.  75% of what ? 
 The Registered members ?  The total membership ?

BTW: In my mail(*)posted on the 29th June, i suggested that we also improved 
things here. These points  seem to not have been (or yet) considered.

4-  Amend 12.10 (ii)   to set the quorum at 10% of the total membership either 
present physically or remotely 

5- Amend 12.11 to set  minimum number of votes. For all vote, a minimum of 
votes from 10% of the total eligible voters required.


Hope this helps

—Alain

(*) https://lists.afrinic.net/pipermail/community-discuss/2016-June/000350.html

> 
> Alan Barrett
> 
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Re: [Community-Discuss] Accountability assessment - committee

[Alan Barrett]

I see a few people suggesting that a committee should review the bylaws.

I agree, and the new Governance Committee will have that as one of its tasks.

However, I think that the already-identified issues should be handled as soon 
as possible, not waiting for a committee.  We have a special general meeting 
coming up in November, and bylaws changes can be passed as special resolutions, 
needing a 75% majority).

Alan Barrett


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Re: [Community-Discuss] Accountability assessment - bylaws changes

[Noah]

On 19 Sep 2016 13:28, "Douglas Onyango"  wrote:
>
> Adding any such language would make the Independent Director no
> different from Regional Directors, which would make it cease to be
> unique/relevant.
>

Is there anything unique with any of the independents who have been elected
this far. As far as i can tell, the individuals get to the board and play
by the same rules...

> However, given the realities on the ground -- like the scenario we had
> during out last election -- I would support making this an
> additional/optional criteria for NomCom to use when enough candidates
> have been presented.
>

+1 ... else you end up with what we have now. Its a huge contininent with
lots of competent folk if you will.

I read *Diversity*

Noah
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Re: [Community-Discuss] Accountability assessment - bylaws changes

[Seun Ojedeji]

On Mon, Sep 19, 2016 at 11:08 AM, Alan Barrett 
wrote:

>
> > On 19 Sep 2016, at 13:08, Seun Ojedeji  wrote:
> >
>
> Remember that Bylaws changes need a 75% majority.  Would adding
> geographical restrictions to the non-geographical seats have enough support
> to pass?
>

SO: I think thats fair enough, looks like suggested approach from the
subsequent discussions seem to be helpful.

Cheers!

>
> Alan Barrett
>
>
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Re: [Community-Discuss] Accountability assessment - bylaws changes

[Seun Ojedeji]

On Mon, Sep 19, 2016 at 11:25 AM, Douglas Onyango 
wrote:

> Hi Seun,
>
> However, given the realities on the ground -- like the scenario we had
> during out last election -- I would support making this an
> additional/optional criteria for NomCom to use when enough candidates
> have been presented.
>

SO: I think the intent is clear and your proposal above could address it.
So if i get you correctly, you are suggesting to put such criteria into the
guideline instead?

Cheers!

>
>
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Re: [Community-Discuss] Accountability assessment - bylaws changes

[Douglas Onyango]

Hi Seun,

On 19 September 2016 at 12:08, Seun Ojedeji  wrote:
> One point I observed has not been captured in the summary (which i also 
> suggested), was to limit the Independent Director seat to "at most" one per 
> region at any given time. This will address a possible situation where we end 
> up having 4 directors from a region.

I am averse to adding any language that engenders regional balance for
the Independent Director. The very essence of the Independent Seat, as
captured in 13.4.ii of the bylaws (text below), is to accommodate
other competences/dimensions/criteria other than regional balance.
Adding any such language would make the Independent Director no
different from Regional Directors, which would make it cease to be
unique/relevant.

However, given the realities on the ground -- like the scenario we had
during out last election -- I would support making this an
additional/optional criteria for NomCom to use when enough candidates
have been presented.


Bylaws extract:
13.4.ii: Two Directors elected ... upon the recommendation of the
NomCom based on their competencies and not their regional
representation.

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Re: [Community-Discuss] Accountability assessment - bylaws changes

[Abibu Ntahigiye]

+1 to Frank.
The PRIMARY value to Associate members should be reflected in the association 
with Afrinic  and not Voting.
The PRIMARY value to resource members are the resources from Afrinic.

rgds
-
Eng. Abibu R. Ntahigiye.

On Sep 19, 2016, at 12:49 PM, Frank Habicht wrote:

> Hi Douglas,
> 
> valid points.
> One small "value addition" is of course the "priceless" association with
> AfriNIC. I trust that for "some, but only a few" entities this could be
> enough value.
> 
> But beyond that I think the question is: "how much more value does
> AfriNIC want to give and how many more associate members do we wish to get?"
> 
> We probably have diverse answers to this. I personally prefer if we can
> find enough seats at the members' meeting ;-)
> 
> About dropping the category altogether: I don't object. But maybe there
> are a number of entities that would want to become associate members,
> just because they like that, and without voting rights...???
> (I don't know)
> 
> Regards,
> Frank
> 
> 
> 
> On 9/19/2016 11:05 AM, Douglas Onyango wrote:
>> Hi Frank, et al,
>> On 19 September 2016 at 06:49, Frank Habicht  wrote:
>>> I agree, with all of the above. Well said.
>>> Considering that someone could control many legal entities, and these
>>> could all become associate members, that could change voting outcomes
>>> very much into that someone's favour.
>> 
>> My original intent, which I thought I had expressed clearly in
>> previous discussions, is a more fundamental issue with the Associate
>> Membership category: lack of value addition. This issue is a parent
>> issue to the proposed clarifying text. It must be addressed first to
>> pave way for, and inform any clarifying text on Associate Membership
>> in the bylaws.
>> 
>> Now just to be clear, I am not advocating for voting rights per se.
>> What I am advocating for is value addition for every membership
>> category. The idea of a membership category that collects fees but
>> offers no value in return just doesn't sit well with me.
>> 
>> My proposal is that we find substantial value for this category. If we
>> can't, I believe the membership category makes no sense and should
>> effectively be dropped all together.
>> 
>> I hope this provides more clarity on my views.
>> 
>> Regards,
>> 
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>> 
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Re: [Community-Discuss] Accountability assessment - bylaws changes

[Andrew Alston]

I agree with the sentiments as echoed by Boubakar below.

Thanks

Andrew


From: Mike Silber <silber.m...@gmail.com>
Reply-To: General Discussions of AFRINIC <community-discuss@afrinic.net>
Date: Monday, 19 September 2016 at 10:39
To: General Discussions of AFRINIC <community-discuss@afrinic.net>
Cc: "members-disc...@afrinic.net" <members-disc...@afrinic.net>
Subject: Re: [Community-Discuss] Accountability assessment - bylaws changes


On 18 Sep 2016, at 23:44, Boubakar Barry 
<boubakar.ba...@wacren.net<mailto:boubakar.ba...@wacren.net>> wrote:

…


We can of course think of advantages we can give to associate members  to 
acknowledge their commitment and support. But I would not support giving voting 
rights to associate members. I would rather be for removing this membership 
category instead.

Boubakar +1


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Re: [Community-Discuss] Accountability assessment - bylaws changes

[Mike Silber]

> On 18 Sep 2016, at 23:44, Boubakar Barry  wrote:
> 
…

> We can of course think of advantages we can give to associate members  to 
> acknowledge their commitment and support. But I would not support giving 
> voting rights to associate members. I would rather be for removing this 
> membership category instead.
> 

Boubakar +1


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Re: [Community-Discuss] Accountability assessment - bylaws changes

[Boubakar Barry]

On Sun, Sep 18, 2016 at 9:05 PM, Jackson Muthili 
wrote:

> On Sun, Sep 18, 2016 at 12:40 PM, Douglas Onyango 
> wrote:
> > Hi Alan,
> > Thanks for sharing this document. It will form a solid basis for
> continued
> > deliberation on amendments of the bylaws.
> >
> > Regarding #1, specifically the Associate Members' right to (or not)
> vote, I
> > was, and still I am opposed to the idea of rescinding the Associate
> Members
> > rights to vote.
> >
> > Rationale: when an Associate Member is stripped of  the right to vote,
> > he/she is in reality as empowered -- or un-empowered -- as the rest of
> the
> > AFRINIC community. AFRINIC would effectively be asking Associate members
> and
> > prospects to fork out Associate Membership fees, but offering nothing
> over
> > and above "AFRINIC community" status, which poses at least two problems:
> > First, NO ONE of sound mind, with full understanding of these facts,
> would
> > want to be an Associate members, and  secondly, AFRINIC would be
> out-rightly
> > fleecing its members by charging membership fees and providing no value
> in
> > return, neither one of which is desirable.
> >
> > Therefore, the Associate Membership category should be imbued with voting
> > rights -- or some other value add that is codified in the bylaws, barring
> > which the category should effectively be expunged from the bylaws.
>
> +1
>
> If any tier is named "member", such as "associate member"; such tier
> MUST be given voting rights. Absent of this - it would be a useless
> membership status. Why be a member of an establishment that cannot let
> one exercise a simple right like a vote to enable effect change?
>
> Let associate members vote or get rid of this membership tier. Simple.
>
>
Not sure it's as simple as that.

Do we want to encourage people/organisations to be be associate members
just because of granted voting rights that have the potential of affecting
resource members only?

I know of organisations in which members are happy to be non-voting
associate members because it gives them opportunities to contribute
financially to the sustainability of these organisations, without
benefiting from core services. Just because they share values of these
organisations and want to support them.

We can of course think of advantages we can give to associate members  to
acknowledge their commitment and support. But I would not support giving
voting rights to associate members. I would rather be for removing this
membership category instead.

B.


>
>
> >
> >
> > Regards,
> >
> > On 16 September 2016 at 17:17, Alan Barrett 
> > wrote:
> >>
> >> On 10 June, I posted a document describing potential areas for
> improvement
> >> in the Bylaws as a result of an accountability assessment.  I invited
> the
> >> community and membership to comment on these issues.
> >>
> >> I have considered the discussion, and I have asked the legal adviser to
> >> draft appropriate changes to the bylaws.  In some cases, I have edited
> the
> >> legal adviser’s text.  In some cases, more drafting work is needed and
> >> proposed text of bylaws changes is not yet available.
> >>
> >> I attach a document with the proposed bylaws changes.
> >>
> >> Alan Barrett
> >> CEO, AFRINIC
> >>
> >>
> >>
> >>
> >>
> >> ___
> >> Community-Discuss mailing list
> >> Community-Discuss@afrinic.net
> >> https://lists.afrinic.net/mailman/listinfo/community-discuss
> >>
> >
> >
> >
> > --
> > Douglas Onyango, PRINCE 2, ITILv3
> > UG: +256 776 716 138
> >
> > ___
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> > https://lists.afrinic.net/mailman/listinfo/community-discuss
> >
>
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Re: [Community-Discuss] Accountability assessment - bylaws changes

[Douglas Onyango]

Hi Alan,
Thanks for sharing this document. It will form a solid basis for continued
deliberation on amendments of the bylaws.

Regarding #1, specifically the Associate Members' right to (or not) vote, I
was, and still I am opposed to the idea of rescinding the Associate Members
rights to vote.

Rationale: when an Associate Member is stripped of  the right to vote,
he/she is in reality as empowered -- or un-empowered -- as the rest of the
AFRINIC community. AFRINIC would effectively be asking Associate members
and prospects to fork out Associate Membership fees, but offering nothing
over and above "AFRINIC community" status, which poses at least two
problems: First, NO ONE of sound mind, with full understanding of these
facts, would want to be an Associate members, and  secondly, AFRINIC would
be out-rightly fleecing its members by charging membership fees and
providing no value in return, neither one of which is desirable.

Therefore, the Associate Membership category should be imbued with voting
rights -- or some other value add that is codified in the bylaws, barring
which the category should effectively be expunged from the bylaws.


Regards,

On 16 September 2016 at 17:17, Alan Barrett 
wrote:

> On 10 June, I posted a document describing potential areas for improvement
> in the Bylaws as a result of an accountability assessment.  I invited the
> community and membership to comment on these issues.
>
> I have considered the discussion, and I have asked the legal adviser to
> draft appropriate changes to the bylaws.  In some cases, I have edited the
> legal adviser’s text.  In some cases, more drafting work is needed and
> proposed text of bylaws changes is not yet available.
>
> I attach a document with the proposed bylaws changes.
>
> Alan Barrett
> CEO, AFRINIC
>
>
>
>
>
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>
>


-- 
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UG: +256 776 716 138
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Re: [Community-Discuss] Accountability assessment - bylaws changes

[Andrew Alston]

Hi Alan,

No objection to any of these - however, Item 11 as regards the modification to 
the bylaws or constitution - when that wording does arrive, needs to specific 
special resolution of Registered and Resource members, *NOT* All members (which 
would include associate members, who, according to article 1 of the document 
will have no vote)

Thanks

Andrew


-Original Message-
From: Alan Barrett [mailto:alan.barr...@afrinic.net] 
Sent: 16 September 2016 17:17
To: General Discussions of AFRINIC 
Subject: [Community-Discuss] Accountability assessment - bylaws changes

On 10 June, I posted a document describing potential areas for improvement in 
the Bylaws as a result of an accountability assessment.  I invited the 
community and membership to comment on these issues.

I have considered the discussion, and I have asked the legal adviser to draft 
appropriate changes to the bylaws.  In some cases, I have edited the legal 
adviser’s text.  In some cases, more drafting work is needed and proposed text 
of bylaws changes is not yet available.

I attach a document with the proposed bylaws changes.

Alan Barrett
CEO, AFRINIC

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Re: [Community-Discuss] Accountability assessment

[Badru Ntege]

Members 

We need to put certain things in perspective 

As members we share views openly and are free to comment or not to comment. 

Even free speech has its guidelines thus the code of conduct. 

The origins of my comment which seems to have sparked defensive comments from 
third parties was based on past experience where official commitments have been 
made and not met. 

Please remember CEO is not like any member on this list. The community or some 
might say members through the board have entrusted the stewardship of our 
organisation to him by contract.  Thus certain expectations.  Making and 
keeping commitments to me are the simplest. 

And my comment once again was based on past experience not future.

I read some frustrations from members about meeting behavior which is guided 
under the code of conduct and usually session chairs. I fail to see the 
connection. 

Let's focus on timely deliverables 

Regards. 

 

Sent from my iPhone

> On 16 Sep 2016, at 12:21 PM, Jackson Muthili  wrote:
> 
> On Fri, Sep 16, 2016 at 12:51 PM, Andrew Alston
>  wrote:
>> It also worries me that people seem to restrict what OTHERS say.
>> 
>> If Owen feels like he wishes to comment on something – he is as free to do
>> so as anyone here is free to say anything.
> 
> Has anyone restricted or stopped another from expressing themselves?
> 
>> Why do you wish to censor some members of the community?  If you don’t like
>> what they say – feel free to ignore it.
> 
> I agree. Just as Alan has chosen to ignore Badrus emails.
> 
>> It’s the same way it annoys me when people come to the floor in a PDP
>> meeting and go “I THINK THIS DISCUSSION SHOULD END AND THIS POLICY SHOULD BE
>> SCRAPPED RIGHT NOW”
>> 
>> And “WHY ARE WE ENTERTAINING THIS POLICY IT HAS HAD NO COMMENTS SO ITS NOT
>> SUPPORTED”
> 
> There you go. It annoys you. And that's why others have always let you
> stand in the meeting and belittle and disparage others you dont like
> or agree with. its a free world after all.
> 
>> Ignoring the process that specifically lays out a way things are supposed to
>> go.
>> 
>> Here is a big hint – don’t like something, you’re free to ignore it, or, in
>> this case, free to bitch and whine about it – but honestly, whining about
>> things because you don’t like what someone says without adding anything
>> constructive to the debate just indicates a level of insecurity and is
>> pretty boring.
>> 
>> And well – that’s me exercising my freedom of speech and if you don’t what
>> I’ve said here, you’re free to ignore it, or whine some more, not like it
>> makes a difference to me.
> 
> Exactly my point. Speak up freely. You are even free to abuse the
> docility of a community and belittle them as you wish. After all, you
> are exercising your freedom of speech.
> 
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Re: [Community-Discuss] Accountability assessment

[Noah]

On 7 Jul 2016 15:24,  wrote:
>
> Hi Noah, Badru,
>

HI SM,

> At 09:22 06-07-2016, Noah wrote:
>>
>> Who elects the directors, do they elect themselves?
>
> The directors of Afrinic Ltd are elected by the members of Afrinic Ltd.
>
>> Whose interests do they serve?
>
> One of the powers of the directors of the company is to "determine the
guidelines for the allocation of address space to members in line with the
member driven Policy Development Process".
>
>> What where they before they became directors?
>
> The directors were members of the company.
>

I was not naive when I asked all the above questions. I knew what I was
asking and why I was asking.

>> Are they now so special now all over sudden and cant consult the same
community "resource members + non" who elected them? [1]
>
> The "non" (in the above) does not elect the directors.  Section 6(d) of
the RSA states that the members of Afrinic Ltd will follow the policies
adopted by this group and follow global policies.  Membership fees, for
example, are not set through policies which are adopted by this group.
Membership fees is usually a matter discussed between the members who pay
those fees.  A member usually does not vote for a director if the member is
dissatisfied with the decisions taken by the director.  That is the
accountability angle.
>

FYI, besides being an netizen and a community member, I  AM A RESOURCE
MEMBER. I therefore have all the rights to query anything and raise my
concerns where I see fit. I just prefer to conduct myself as a community
member.

What I was trying to point out is that, whether a resource member or
non-resource member, some decision regarding AFRINIC business ought to be
openly discussed following the bottom up approach. [1]

Therefore since some members are so bent on the argument that only resource
members should be concerned

I beg to ask!

Were the so called resource members/voters/the paying one's consulted
regarding this new fees being proposed?

Noah

[1] Even IANA Transition has been community centric follow the bottom up
process. Why is it becoming an issue today when it come to AFRINIC.
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Re: [Community-Discuss] Accountability assessment

[Alan Barrett]

> On 17 Jun 2016, at 13:21, Honest Ornella GANKPA  wrote:
> 
> Hello Mr Alan,
> 
> I have a question: I heard the term bottom up a lot during the last AIS. So 
> it occured to me that Afrinic is driven by the community wich decides , via 
> consensus, on policies and such. This is such a refresher from real life and 
> politicians who enforce their rules on us...
> 
> Then I'm wondering : is this the same for bylaws then? Community draft 
> policies and ask members for approval? Going by the same tangent (bottom up 
> model) is it wise for the board to participate? As this could lead to 
> unfortunate situations (like what I mentioned with real life politicians)

For number resource policies, anybody may draft a proposal, and it must reach 
rough consensus in the community before it is implemented.

For bylaws changes, any member may propose a change, and it must be approved by 
75% vote by the members.

Board members are free to initiate policy proposals or bylaw chanegs, just like 
anybody else.  I would argue that proposing sensible changes is part of their 
job.

Alan Barrett


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Re: [Community-Discuss] Accountability assessment

[Alan Barrett]

> On 16 Jun 2016, at 22:41, Noah  wrote:
> 
> Hence my question is specifically about current ongoing process which is 
> seeking over all community consultation and not members only.

Comments are welcome from the community, but approval of bylaws changes is by 
the members.

Alan Barrett



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Re: [Community-Discuss] Accountability assessment

[Alan Barrett]

> I have gone through the document but before I can add my comments, do we know 
> or have an overall process to follow for the bylaws changes?
> 
> Basically, what is the overall process for the bylaws changes?

We have not defined a timeline.  Please comment as soon as you are ready to 
comment.

I hope that discussion will lead to rough consensus within the next one or two 
months, and then bylaws can be drafted to implement the result.  Eventually, 
any bylaws changes will need to be approved by 75% majority at a members 
meeting.  Perhaps we’ll call a special meeting in November 2016 for that 
purpose, and perhaps we’ll wait until May/June 2017.

Alan Barrett


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Re: [Community-Discuss] Accountability assessment

[serge ilunga]

Hello Andrew,

The question about community comsultation and getting agreement.
It is obvious that this Bylaws change is  special as it follows the
accountability review  to meet the new context.

Regards.

On Thu, Jun 16, 2016 at 7:47 PM, Andrew Alston <
andrew.als...@liquidtelecom.com> wrote:

> Hi Noah,
>
>
>
> Irrespective of the community consultation however, any changes still have
> to follow the process as defined by the bylaws.  There is no legal way to
> change the bylaws without following the bylaws.
>
>
>
> Basically, consult the community, get agreement, then members vote.  If
> the members agree with the wider community, it passes, if they don’t, it
> won’t pass.  If you wanted to change the process, you’d have to change the
> bylaws first, using the bylaw process.  It’s a restriction however
> unfortunate, but it is the reality.
>
>
>
> Andrew
>
>
>
>
>
> *From: *Noah <n...@neo.co.tz>
> *Reply-To: *General Discussions of AFRINIC <community-discuss@afrinic.net>
> *Date: *Thursday, 16 June 2016 at 9:41 PM
> *To: *General Discussions of AFRINIC <community-discuss@afrinic.net>
> *Subject: *Re: [Community-Discuss] Accountability assessment
>
>
>
>
> On 16 Jun 2016 21:19, "Andrew Alston" <andrew.als...@liquidtelecom.com>
> wrote:
> >
> > Writing as myself,
> >
> >
> >
> > Without answering for Alan, and purely writing this because to my
> knowledge the only attempt at a bylaw change under the current bylaws was
> made by myself in Tunis,
> >
> >
> >
> > My understanding (and using the process that I used last time to propose
> and attempt bylaw changes, and following the bylaws as they stand)
> >
> >
> >
> > a.) Someone proposes a bylaw change (They must be a member, section
> 12.14.ii)
> >
> > b.) It goes out with the notice of meeting at either an SGMM or an
> AGMM (Section 12.14.iii -> Section 12.14.iv)
> >
> > c.) The motion that goes out with the notice of SGMM/AGMM may NOT be
> changed on the floor – it may be discussed but it is fixed other than for
> potential typo corrections etc (This is derived from section 12.14 as well,
> since you are voting on what has been sent to the members)
> >
> > d.) A ballot is called on the floor in the same way an election
> ballot is called – members can vote, via the same means as an election
> ballot (electronically, by proxy, or directly) (Section 12.11 applies,
> since it is a special resolution as per section 7.6 vi)
> >
> > e.) Vote requires a 75% majority to pass or the motion fails
> (Definition section, 1.1, under the definition of special resolution)
> >
> >
>
> Unfortunately all the above are limited to the current bylaws.
>
> Thereby requiring a different community oriented process.
>
> Hence my question is specifically about current ongoing process which is
> seeking over all community consultation and not members only.
>
> >
> > Thanks
> >
> > Andrew
> >
>
> Cheers
>
> Noah
>
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*Skype: sergekbk*
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Re: [Community-Discuss] Accountability assessment

[Andrew Alston]

Hi Noah,

Irrespective of the community consultation however, any changes still have to 
follow the process as defined by the bylaws.  There is no legal way to change 
the bylaws without following the bylaws.

Basically, consult the community, get agreement, then members vote.  If the 
members agree with the wider community, it passes, if they don’t, it won’t 
pass.  If you wanted to change the process, you’d have to change the bylaws 
first, using the bylaw process.  It’s a restriction however unfortunate, but it 
is the reality.

Andrew


From: Noah <n...@neo.co.tz>
Reply-To: General Discussions of AFRINIC <community-discuss@afrinic.net>
Date: Thursday, 16 June 2016 at 9:41 PM
To: General Discussions of AFRINIC <community-discuss@afrinic.net>
Subject: Re: [Community-Discuss] Accountability assessment


On 16 Jun 2016 21:19, "Andrew Alston" 
<andrew.als...@liquidtelecom.com<mailto:andrew.als...@liquidtelecom.com>> wrote:
>
> Writing as myself,
>
>
>
> Without answering for Alan, and purely writing this because to my knowledge 
> the only attempt at a bylaw change under the current bylaws was made by 
> myself in Tunis,
>
>
>
> My understanding (and using the process that I used last time to propose and 
> attempt bylaw changes, and following the bylaws as they stand)
>
>
>
> a.) Someone proposes a bylaw change (They must be a member, section 
> 12.14.ii)
>
> b.) It goes out with the notice of meeting at either an SGMM or an AGMM 
> (Section 12.14.iii -> Section 12.14.iv)
>
> c.) The motion that goes out with the notice of SGMM/AGMM may NOT be 
> changed on the floor – it may be discussed but it is fixed other than for 
> potential typo corrections etc (This is derived from section 12.14 as well, 
> since you are voting on what has been sent to the members)
>
> d.) A ballot is called on the floor in the same way an election ballot is 
> called – members can vote, via the same means as an election ballot 
> (electronically, by proxy, or directly) (Section 12.11 applies, since it is a 
> special resolution as per section 7.6 vi)
>
> e.) Vote requires a 75% majority to pass or the motion fails (Definition 
> section, 1.1, under the definition of special resolution)
>
>

Unfortunately all the above are limited to the current bylaws.

Thereby requiring a different community oriented process.

Hence my question is specifically about current ongoing process which is 
seeking over all community consultation and not members only.

>
> Thanks
>
> Andrew
>

Cheers

Noah
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Re: [Community-Discuss] Accountability assessment

[Noah]

On 16 Jun 2016 21:19, "Andrew Alston" 
wrote:
>
> Writing as myself,
>
>
>
> Without answering for Alan, and purely writing this because to my
knowledge the only attempt at a bylaw change under the current bylaws was
made by myself in Tunis,
>
>
>
> My understanding (and using the process that I used last time to propose
and attempt bylaw changes, and following the bylaws as they stand)
>
>
>
> a.) Someone proposes a bylaw change (They must be a member, section
12.14.ii)
>
> b.) It goes out with the notice of meeting at either an SGMM or an
AGMM (Section 12.14.iii -> Section 12.14.iv)
>
> c.) The motion that goes out with the notice of SGMM/AGMM may NOT be
changed on the floor – it may be discussed but it is fixed other than for
potential typo corrections etc (This is derived from section 12.14 as well,
since you are voting on what has been sent to the members)
>
> d.) A ballot is called on the floor in the same way an election
ballot is called – members can vote, via the same means as an election
ballot (electronically, by proxy, or directly) (Section 12.11 applies,
since it is a special resolution as per section 7.6 vi)
>
> e.) Vote requires a 75% majority to pass or the motion fails
(Definition section, 1.1, under the definition of special resolution)
>
>

Unfortunately all the above are limited to the current bylaws.

Thereby requiring a different community oriented process.

Hence my question is specifically about current ongoing process which is
seeking over all community consultation and not members only.

>
> Thanks
>
> Andrew
>

Cheers

Noah
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Re: [Community-Discuss] Accountability assessment

[Andrew Alston]

Writing as myself,

Without answering for Alan, and purely writing this because to my knowledge the 
only attempt at a bylaw change under the current bylaws was made by myself in 
Tunis,

My understanding (and using the process that I used last time to propose and 
attempt bylaw changes, and following the bylaws as they stand)


a.) Someone proposes a bylaw change (They must be a member, section 
12.14.ii)

b.) It goes out with the notice of meeting at either an SGMM or an AGMM 
(Section 12.14.iii -> Section 12.14.iv)

c.) The motion that goes out with the notice of SGMM/AGMM may NOT be 
changed on the floor – it may be discussed but it is fixed other than for 
potential typo corrections etc (This is derived from section 12.14 as well, 
since you are voting on what has been sent to the members)

d.) A ballot is called on the floor in the same way an election ballot is 
called – members can vote, via the same means as an election ballot 
(electronically, by proxy, or directly) (Section 12.11 applies, since it is a 
special resolution as per section 7.6 vi)

e.) Vote requires a 75% majority to pass or the motion fails (Definition 
section, 1.1, under the definition of special resolution)

Alan can correct me if I’m wrong on any of these points

Thanks

Andrew



From: Noah <n...@neo.co.tz>
Reply-To: General Discussions of AFRINIC <community-discuss@afrinic.net>
Date: Thursday, 16 June 2016 at 8:59 PM
To: General Discussions of AFRINIC <community-discuss@afrinic.net>
Subject: Re: [Community-Discuss] Accountability assessment


On 10 Jun 2016 13:22, "Alan Barrett" 
<alan.barr...@afrinic.net<mailto:alan.barr...@afrinic.net>> wrote:
>
> Arising from a review of AFRINIC’s Bylaws and other documents, several 
> potential areas for improvement were identified.
>
> The attached document was presented to the AFRINIC Membership and the 
> community during the AGMM in Gaborone, Botswana, on 9 June 2016.
>
> I invite the community and the membership to comment on these suggestions, or 
> any other areas where the Bylaws could be improved.  Comments should be sent 
> to the community-discuss@afrinic.net<mailto:community-discuss@afrinic.net> 
> mailing list.  In due course, Bylaws changes will be drafted to implement the 
> suggestions (and additional points that might be identified).
>

Hi Alan,

I have gone through the document but before I can add my comments, do we know 
or have an overall process to follow for the bylaws changes?

Basically, what is the overall process for the bylaws changes?

> Alan Barrett
> CEO, AFRINIC
>

Noah
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Re: [Community-Discuss] Accountability assessment

[Noah]

On 10 Jun 2016 13:22, "Alan Barrett"  wrote:
>
> Arising from a review of AFRINIC’s Bylaws and other documents, several
potential areas for improvement were identified.
>
> The attached document was presented to the AFRINIC Membership and the
community during the AGMM in Gaborone, Botswana, on 9 June 2016.
>
> I invite the community and the membership to comment on these
suggestions, or any other areas where the Bylaws could be improved.
Comments should be sent to the community-discuss@afrinic.net mailing list.
In due course, Bylaws changes will be drafted to implement the suggestions
(and additional points that might be identified).
>

Hi Alan,

I have gone through the document but before I can add my comments, do we
know or have an overall process to follow for the bylaws changes?

Basically, what is the overall process for the bylaws changes?

> Alan Barrett
> CEO, AFRINIC
>

Noah
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Re: [Community-Discuss] Accountability assessment

[Raz BIRAMAH]

Thanks Alan,

Also, is it possible to share with us the points you’ve mentioned in your 
communication during the scheduled « AFRINIC AGMM - AOB - Accountability Review 
/ Update of Bylaws/Open Mic » of Thursday June 9th. It can be the start points 
of the discussions, especially the Update of Bylaws.

Cordialement / Best Regards,
Raz BIRAMAH
PGPKey: 5C82B86D
  
> Le 16 juin 2016 à 15:51, Omo Oaiya  a écrit :
> 
> 
> On 10 June 2016 at 12:20, Alan Barrett  > wrote:
> 
> I invite the community and the membership to comment on these suggestions, or 
> any other areas where the Bylaws could be improved.  Comments should be sent 
> to the community-discuss@afrinic.net  
> mailing list.  In due course, Bylaws changes will be drafted to implement the 
> suggestions (and additional points that might be identified).
> 
> 
> Thanks Alan.  How long are comments open for?  When will they be considered?  
> When can we expect to finalize this ?
> 
> -Omo
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Re: [Community-Discuss] Accountability assessment

[Omo Oaiya]

On 10 June 2016 at 12:20, Alan Barrett  wrote:

>
> I invite the community and the membership to comment on these suggestions,
> or any other areas where the Bylaws could be improved.  Comments should be
> sent to the community-discuss@afrinic.net mailing list.  In due course,
> Bylaws changes will be drafted to implement the suggestions (and additional
> points that might be identified).
>


Thanks Alan.  How long are comments open for?  When will they be
considered?  When can we expect to finalize this ?

-Omo
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Re: [Community-Discuss] Accountability Assessment

[Mark Elkins]

I have no wish to pick upon anyone but in answering some of the
questions, please consider the background to the question. This is not a
closed book exam but I believe needs thinking and research. For example
- if you do not know whether an Associate Member currently pays anything
- perhaps check first?

On the other hand, some Questions can be answered as one liners.

As an example,
So why would someone say to Question 5 (How many Directors from one
Member Organisation) - simply say "Only one".  The question is also
about "Capture of the Board". Would two out of nine people really
capture the Board?

As a part of NomCom for this year, I was somewhat disappointed by the
lack of volunteers for Board positions. Only two volunteers in both West
and North Africa?
In past years - there was an occasion when only two people volunteered
for just two seats. Whilst one candidate was very good, the second was
eventually dismissed from the Board due to non attendance.

Having a "Only One per Member Organisation" could possibly stifle some
good, competent people from applying. Is that really good for the Board
and the AFRINIC community. Look at other Boards and compare what they do
and how they operate.

In our case, I do agree though that three people from the same Member
Organisation could be too much.

ps - Fabian - thanks for answering though! Sorry to pick on you, many of
your answers do have explanations. This little rant is really for others
who are still silent.

pps, Question 12 is about Emergency Policies that have a time critical
element (need a particular policy *now*, not in 6 months time) - not
normal policies.

On 13/06/2016 17:14, Fabian Jr wrote:
> 
> 
> 
> Dear Alan,
> 
> thanks for bringing  up this matter (points).
> 
> my opinions:
> 
> *on Item 1*:
> 
> i ask a question If the associate member is paying any annual fee then i
> would recommend to be allowed to vote
> 
> If one does not pay any fee i would recommend not to be allowed to vote
> 
> *On Item 2*:  i say YES to the proposed phrase
> 
> *On item 4*:  i support the term limit and i would propose to be maximum
> two Terms
> 
> *On item 5*: i support the LIMIT and i would say maximum ONLY ONE
> 
> *On Item 6*: i say YES
> 
> *On item 7*: i say Sure!
> 
> *On item 8*: for Sure!
> 
> *On item 9*: i would say, Any Board Vacancy shall be filled through a
> normal procedure (nomination and then voting at MGM). Where the Vacancy
> happens more than 3 months ahead of the coming MGM then SMGM shall be
> called and i would recommend this meeting to be carried out through
> internet technology interfaces such as Teleconferences, webEx, Video
> Conference, Zoom and other such technology as it may be seen
> appropriate. Voting at the same time to be conducted electronically.
> 
> *On Item 10*:  i would ask a Question here why should the Board want
> to disapprove the nomination(s) ?  i think the Board shall not have
> mandate to approve any nomination(s) that does not fulfill the set aside
> requirement(s). i think the BOARD shall only approve the nomination(s)
> which have fulfilled the requirements and automatically disapprove those
> which have not met the requirements.
> 
> *On Item 11*: I say YES
> 
> *on Item 12*:  I would say: Board is not allowed to aprove any Policy or
> Policy changes that have not gone through PDP.
> 
> regards,
> 
> 
> 
> 
> 
>  
>  
> /Arbogast Fabian,/
> /cell:+255-78-447-8387/
> 
> 
> From: alan.barr...@afrinic.net
> Date: Fri, 10 Jun 2016 12:18:00 +0200
> To: annou...@afrinic.net
> Subject: [AFRINIC-Announce] Accountability Assessment
> 
> Arising from a review of AFRINIC’s Bylaws and other documents, several 
> potential areas for improvement were identified.
>  
> The attached document was presented to the AFRINIC Membership and the 
> community during the AGMM in Gaborone, Botswana, on 9 June 2016.
>  
> I invite the community and the membership to comment on these suggestions, or 
> any other areas where the Bylaws could be improved.  Comments should be sent 
> to the community-discuss@afrinic.net mailing list.  In due course, Bylaws 
> changes will be drafted to implement the suggestions (and additional points 
> that might be identified).
>  
> Alan Barrett
> CEO, AFRINIC
>  
> 
> 
> 
> ___ Announce mailing list
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> 
> 
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> 

-- 
Mark James ELKINS  -  Posix Systems - (South) Africa
m...@posix.co.za   Tel: +27.128070590  Cell: +27.826010496
For fast, reliable, low cost Internet in ZA: https://ftth.posix.co.za



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