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 - 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 - 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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-- 






*Seun Ojedeji,Federal University Oye-Ekitiweb:  http://www.fuoye.edu.ng
 Mobile: +2348035233535**alt email:
seun.ojed...@fuoye.edu.ng
*

Bringing another down does not take you up - think about your action!
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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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-- 






*Seun Ojedeji,Federal University Oye-Ekitiweb:  http://www.fuoye.edu.ng
 Mobile: +2348035233535**alt email:
seun.ojed...@fuoye.edu.ng
*

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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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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
> >>
> >>
> >>
> >>
> >>
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> >
> >
> >
> > --
> > Douglas Onyango, PRINCE 2, ITILv3
> > UG: +256 776 716 138
> >
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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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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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