Re: [Community-Discuss] Limit on the number of proxies

[Alan Barrett]

> On 13 Nov 2016, at 09:56, Badru Ntege  wrote:
> I think this can be brought to rest if we get a position from the Afrinic 
> Legal council then subsequent legal discussion would be based on a fixed 
> organisational position.  

I have requested a clear statement from the Afrinic legal adviser.

However, I am more interested in learning what the members or community would 
like in the future.

Three obvious possibilities are:

* Remove the proxy limits;

* Keep the proxy limits, but modify the wording of the bylaws to ensure that 
the bylaws do not conflict with the Companies Act;

* Keep the bylaws unchanged, and deal with any legal challenges if they arise.


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

Re: [Community-Discuss] Bylaws changes

[Alan Barrett]

> On 13 Nov 2016, at 09:44, Badru Ntege  wrote:
> Its usually good practice for the member not to participate in the issue at 
> all and at times they are not even in the room.  I tend to prefer the option 
> where the conflicted member is not involved at all in the discussion.

Yes, that is usually a good idea, but it’s sometimes a bad idea, so it should 
not be forced in every case.  Perhaps the remaining members of the Baord could 
be given the choice, like this:

[15.6 or other new number for new article]  A director of the company 
shall, where he/she has a potential conflict of interest in any matter brought 
before the Board, disclose such potential conflict to the Board.  Said Director 
shall recuse himself/herself from voting on any such matter before the Board 
where a conflict exists.  The remaining members of the Board may decide that 
the conflicted Director should also be excluded from discussion of the matter.


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

Re: [Community-Discuss] Limit on the number of proxies

[Badru Ntege]

Alan

I think this can be brought to rest if we get a position from the Afrinic Legal 
council then subsequent legal discussion would be based on a fixed 
organisational position.  

I see this as the quickest route to closure.  I believe we need to close these 
open issues quicker by narrowing down and then exploring the official position.

Regards









On 11/12/16, 2:04 PM, "Alan Barrett"  wrote:

>[I changed the subject to match the discussion]
>
>> On 12 Nov 2016, at 10:17, Marcus K. G. Adomey  wrote:
>> On 11/11/2016 15:47, Marcus K. G. Adomey wrote:
>>> Dear Chairman and CEO of AfriNIC,
>>> 
>>> The discussion on accountability on this list led to the issue of the 
>>> illegality of AfriNIC. At this stage of the affairs of AfriNIC, we are 
>>> about to adopt changes to the bylaws. My question is:
>>> 
>>> Has the issue of AfriNIC illegality been addressed before proceeding with 
>>> the discussion on the bylaw? 
>>> 
>>> Have I missed a something? If so forgive me.
>> 
>> Kindly read 
>> https://lists.afrinic.net/pipermail/community-discuss/2016-October/000863.html
>
>That message is about a possible conflict between the limit of no more than 5 
>proxies specified in the Bylaws article 12.12(viii), and the Companies Act.
>
>I have heard several different legal opinions on this, both first hand and 
>indirectly.  My current opinion, which is subject to change if I hear 
>additional legal arguments, is that:
>
>* Associate Members may not vote, so proxies are irrelevant to them.
>
>* Proxy limits, if any, apply only to elections, not to votes on resolutions.
>
>* The limit in the Bylaws article 12.12(viii) does not apply to proxies issued 
>by Registered Members, but does apply to proxies issued by Resource Members.
>
>* Although the limit in the Bylaws section 12.12(viii) is phrased in terms of 
>proxies carried by a “member entitled to vote”, the limit applies equally to 
>proxies carried by an individual person who is not a member.
>
>In other words, the limit applies to proxies that are used during elections, 
>and that are issued by Resource Members, and that are carried either by other 
>members or by individual people who are not members.  The limit does not apply 
>to proxies that are issued by Registered Members. The limit does not apply to 
>proxies used during votes that are not elections.
>
>Again, the above is my current understanding of the situation, but it is 
>subject to change if I receive additional legal opinions.
>
>Alan Barrett
>
>
>___
>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] Bylaws changes

[Badru Ntege]

Alan








On 11/13/16, 7:05 AM, "Alan Barrett"  wrote:
 
>
>I think that recusal from voting is important enough to be entrenched in the 
>bylaws.  Recusal from participation in discussion is often a good idea, but 
>it’s easy to imagine cases where it would not be a good idea (for example, the 
>conflicted director may be able to answer questions from other directors), so 
>I am not proposing to add that to the bylaws.


Though I get your point above,  this is a double edged sword where if a member 
has an interest in an issue there ability to eloquently and passionately 
discuss and debate the issue is enough to usually sway other members so 
recurrsal from voting will not help the situation since other members have 
already been convinced by a conflicted member.

Its usually good practice for the member not to participate in the issue at all 
and at times they are not even in the room.  I tend to prefer the option where 
the conflicted member is not involved at all in the discussion.

Regards




>
>Alan Barrett
>
>
>___
>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] Bylaws changes

[Badru Ntege]

Hi Alan 






> 
>My main goal in the current round of Bylaws changes is to make it very 
>difficult for AFRINIC to be captured by a minority interest.  The proposed 
>limits of two Directors per organisation and two Directors per sub-region are 
>more than sufficient to ensure that no one organisation or one sub-region has 
>the majority of votes in the Board.

Definitions are very important and I think definition of “minority interest” is 
very important.  Capture is not only organizational or even regional, we have 
seen other sorts of capture around a number of entities our entity not 
excluded, so its vital that we find a solution that cuts across.



>
>Alan Barrett
>___
>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] Bylaws changes

[Alan Barrett]

> On 13 Nov 2016, at 00:49, Vitus Foli Aborogu  wrote:
> I think 1 per org, 1 per country and 2 per region  is better. 
> Diversity, refreshment  of expertise  and coverage for 54 countries.

I agree that diversity is important, and I would encourage the members to 
consider diversity when they elect Directors.   Diversity is not the only 
consideration, and I would also urge the members to consider experience and 
skill.  It may easily happen that multiple good candidates come from the same 
country or organisation, and the voting members should be free to choose how 
they balance diversity against other considerations.

My main goal in the current round of Bylaws changes is to make it very 
difficult for AFRINIC to be captured by a minority interest.  The proposed 
limits of two Directors per organisation and two Directors per sub-region are 
more than sufficient to ensure that no one organisation or one sub-region has 
the majority of votes in the Board.

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

Re: [Community-Discuss] Bylaws changes

[Alan Barrett]

> On 12 Nov 2016, at 21:58, Benjamin Eshun  wrote:
> 
> The proposed 15.6 on conflict of interest states that members who disclosed 
> conflict of interest shall recuse themselves from voting
>  
> As it stands a member can participate in discussions but not vote. I think 
> the member in conflict should recuse from both all discussions and voting on 
> the issue.

At present, there is nothing in either the Act or the Bylaws about conflict of 
interest for Directors.  (There is something in the Act about conflict of 
interest for an auditor.)

I think that recusal from voting is important enough to be entrenched in the 
bylaws.  Recusal from participation in discussion is often a good idea, but 
it’s easy to imagine cases where it would not be a good idea (for example, the 
conflicted director may be able to answer questions from other directors), so I 
am not proposing to add that to the bylaws.

Alan Barrett


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

Re: [Community-Discuss] Bylaws changes

[Benjamin Eshun]

Dear Alan,

See comments below

On Mon, Nov 7, 2016 at 12:21 AM, Owen DeLong  wrote:

> >>
> >> 15.6 A director of the company shall, where he has a potential conflict
> of interest in any item brought before the board, disclose such conflict to
> the board. Said director shall recuse himself from voting on any such
> matter before the board where a conflict exists.
> >
> > The term “transaction” is intended to refer to anything that the Board
> does (not only financial transactions), but I prefer your wording (“any
> item” instead of “transaction”).
>
> More than just the term transaction, there was the wording that implied it
> was a transaction between the specific board member and the company rather
> than any particular agenda item before the entire board, but sounds like we
> are on the same page at this point anyway, so I think that’s good.
>

The proposed 15.6 on conflict of interest states that members who disclosed
conflict of interest shall recuse themselves from voting

As it stands a member can participate in discussions but not vote. I think
the member in conflict should recuse from both all discussions and voting
on the issue.


regards,

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

Re: [Community-Discuss] Bylaws changes

[Seun Ojedeji]

Hello Arnaud,

Even though I think the current PDP allows the Co-Chairs to vary the
process incase such emergency occurs, It's fine to update the PDP to define
such a clear process similar to what you referenced.

Regards

Sent from my LG G4
Kindly excuse brevity and typos

On 12 Nov 2016 13:13, "Arnaud AMELINA"  wrote:

> Hello,
> Ì can see under this link https://www.arin.net/policy/pdp.html
>
> Special Policy Actions
>
> 10.1 Emergency PDP
>
> If urgently necessary pursuant to ARIN’s mission, the Board of Trustees
> may initiate policy by declaring an emergency and posting a Recommended
> Draft Policy on the PPML for discussion for a minimum of 14 days. The
> Advisory Council will review the Recommended Draft Policy within 7 days of
> the end of the discussion period and make a recommendation to the Board of
> Trustees. If the Board of Trustees adopts the policy, it will be presented
> at the next Public Policy Meeting for reconsideration
>
> Arin has this in its pdp.Anything to learn from for this discussion?
>
> Le 12 nov. 2016 11:11, "Alan Barrett"  a écrit :
>
>>
>> > On 12 Nov 2016, at 14:52, Christian Bope 
>> wrote:
>> > [Speaking on my own capacity.]
>> >
>> > As stated in my previous post related to item 13.
>> > There are 2 key element we should all keep in mind and maintain.
>> > 1. PDP guidelines shall be updated to describe how Board can adopt a
>> policy.
>> > 2. Board adopted policy must be ratified by the community. If not it is
>> rejected.
>>
>> I’d say PDP guidelines should be updated to say how the community
>> ratifies or rejects Board-adopted policy.
>>
>> On your point 2, yes, the proposed changes to Article 11.5 will give the
>> community the power to reject Board-adopted policy.  Here’s the current
>> version of the text:
>>
>> 11.5Endorsement of policy adopted by the Board:
>> (i) Any policy adopted by the Board under the provisions of Article 11.4
>> shall be submitted to the community for endorsement at the next public
>> policy meeting.
>> (ii) In the event that such a policy submitted by the Board is not
>> endorsed, the said policy shall not be enforced or implemented following
>> its non-endorsement; however, any actions taken in terms of the policy
>> prior to such non-endorsement shall remain valid.
>>
>> Sub-part (i) is the existing text.  Sub-part (ii) is new, and makes it
>> clear that rejection by the community leads to the policy being cancelled.
>>
>>
>> Alan Barrett
>>
>>
>> ___
>> 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

[Community-Discuss] Partiption on discus

[Remy Kasende]

Hi all,

I whant to participate on the discution.

Rémy Kassende-kazadi.
Senior IT Network-support and Telecom's Infrastructures.
kinshasa DRC.
___
Community-Discuss mailing list
Community-Discuss@afrinic.net
https://lists.afrinic.net/mailman/listinfo/community-discuss

Re: [Community-Discuss] Bylaws changes

[Arnaud AMELINA]

Hello,
Ì can see under this link https://www.arin.net/policy/pdp.html

Special Policy Actions

10.1 Emergency PDP

If urgently necessary pursuant to ARIN’s mission, the Board of Trustees may
initiate policy by declaring an emergency and posting a Recommended Draft
Policy on the PPML for discussion for a minimum of 14 days. The Advisory
Council will review the Recommended Draft Policy within 7 days of the end
of the discussion period and make a recommendation to the Board of
Trustees. If the Board of Trustees adopts the policy, it will be presented
at the next Public Policy Meeting for reconsideration

Arin has this in its pdp.Anything to learn from for this discussion?

Le 12 nov. 2016 11:11, "Alan Barrett"  a écrit :

>
> > On 12 Nov 2016, at 14:52, Christian Bope 
> wrote:
> > [Speaking on my own capacity.]
> >
> > As stated in my previous post related to item 13.
> > There are 2 key element we should all keep in mind and maintain.
> > 1. PDP guidelines shall be updated to describe how Board can adopt a
> policy.
> > 2. Board adopted policy must be ratified by the community. If not it is
> rejected.
>
> I’d say PDP guidelines should be updated to say how the community ratifies
> or rejects Board-adopted policy.
>
> On your point 2, yes, the proposed changes to Article 11.5 will give the
> community the power to reject Board-adopted policy.  Here’s the current
> version of the text:
>
> 11.5Endorsement of policy adopted by the Board:
> (i) Any policy adopted by the Board under the provisions of Article 11.4
> shall be submitted to the community for endorsement at the next public
> policy meeting.
> (ii) In the event that such a policy submitted by the Board is not
> endorsed, the said policy shall not be enforced or implemented following
> its non-endorsement; however, any actions taken in terms of the policy
> prior to such non-endorsement shall remain valid.
>
> Sub-part (i) is the existing text.  Sub-part (ii) is new, and makes it
> clear that rejection by the community leads to the policy being cancelled.
>
>
> Alan Barrett
>
>
> ___
> 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] Limit on the number of proxies

[Alan Barrett]

[I changed the subject to match the discussion]

> On 12 Nov 2016, at 10:17, Marcus K. G. Adomey  wrote:
> On 11/11/2016 15:47, Marcus K. G. Adomey wrote:
>> Dear Chairman and CEO of AfriNIC,
>> 
>> The discussion on accountability on this list led to the issue of the 
>> illegality of AfriNIC. At this stage of the affairs of AfriNIC, we are about 
>> to adopt changes to the bylaws. My question is:
>> 
>> Has the issue of AfriNIC illegality been addressed before proceeding with 
>> the discussion on the bylaw? 
>> 
>> Have I missed a something? If so forgive me.
> 
> Kindly read 
> https://lists.afrinic.net/pipermail/community-discuss/2016-October/000863.html

That message is about a possible conflict between the limit of no more than 5 
proxies specified in the Bylaws article 12.12(viii), and the Companies Act.

I have heard several different legal opinions on this, both first hand and 
indirectly.  My current opinion, which is subject to change if I hear 
additional legal arguments, is that:

* Associate Members may not vote, so proxies are irrelevant to them.

* Proxy limits, if any, apply only to elections, not to votes on resolutions.

* The limit in the Bylaws article 12.12(viii) does not apply to proxies issued 
by Registered Members, but does apply to proxies issued by Resource Members.

* Although the limit in the Bylaws section 12.12(viii) is phrased in terms of 
proxies carried by a “member entitled to vote”, the limit applies equally to 
proxies carried by an individual person who is not a member.

In other words, the limit applies to proxies that are used during elections, 
and that are issued by Resource Members, and that are carried either by other 
members or by individual people who are not members.  The limit does not apply 
to proxies that are issued by Registered Members. The limit does not apply to 
proxies used during votes that are not elections.

Again, the above is my current understanding of the situation, but it is 
subject to change if I receive additional legal opinions.

Alan Barrett


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

Re: [Community-Discuss] Bylaws changes

[Christian Bope]

On 12 Nov 2016 6:24 p.m., "Alan Barrett"  wrote:
>
>
> > On 12 Nov 2016, at 00:02, Owen DeLong  wrote:
> >> I am having difficulty drafting appropriate text.  One of the
difficulties is that the rough consensus requirement is in the PDP, not in
the Bylaws.
> >>
> >> My current feeling is that the Bylaws should be silent about how the
community endorses or rejects a policy, but should say what heppens is a
policy is rejected (not endorsed).  Here’s suggested text:
> >>
> >> 11.5 Endorsement of policy adopted by the Board:
> >> (a) Any policy adopted by the Board under the provisions of Article
11.4 shall be submitted to the community for endorsement or rejection at
the next public policy meeting.
> >> (b) In the event that such a policy submitted by the Board is not
endorsed, the said policy shall not be enforced or implemented following
its non-endorsement; however, any actions taken in terms of the policy
prior to such non-endorsement shall remain valid.
> >
> > How about this:
> >
> > 11.5  Ratification of policy adopted by the Board:
> > (a) Any policy adopted by the Board under the provisions of Article
11.4 shall be submitted to the community for ratification at the next
public policy meeting.
> > (c) Unless the PDWG chairs determine that there is consensus by the
community to reject said policy, the policy shall remain in force or be put
in force as directed by the Board.
> >
> > Would that work?
>
> Sorry, no, that doesn’t work, because the Bylaws have no concept of a
PDWG chair or a rough consensus process.  The Bylaws say that there must be
a Policy Development Process, but give no details about how it works.  The
concept of a PDWG chair or co-chair, and the requirement for (rough)
consensus is a construct of the PDP, and can be changed by adopting a new
version of the PDP.  It would not be appropriate for the Bylaws to rely on
something that can be changed outside the Bylaws.
>
> Alan Barrett

[Speaking on my own capacity.]

As stated in my previous post related to item 13.
There are 2 key element we should all keep in mind and maintain.
1. PDP guidelines shall be updated to describe how Board can adopt a policy.
2. Board adopted policy must be ratified by the community. If not it is
rejected.

Regards

>
>
> ___
> 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] Bylaws changes

[Alan Barrett]

> On 12 Nov 2016, at 00:02, Owen DeLong  wrote:
>> I am having difficulty drafting appropriate text.  One of the difficulties 
>> is that the rough consensus requirement is in the PDP, not in the Bylaws.
>> 
>> My current feeling is that the Bylaws should be silent about how the 
>> community endorses or rejects a policy, but should say what heppens is a 
>> policy is rejected (not endorsed).  Here’s suggested text:
>> 
>> 11.5 Endorsement of policy adopted by the Board:
>> (a) Any policy adopted by the Board under the provisions of Article 11.4 
>> shall be submitted to the community for endorsement or rejection at the next 
>> public policy meeting.
>> (b) In the event that such a policy submitted by the Board is not endorsed, 
>> the said policy shall not be enforced or implemented following its 
>> non-endorsement; however, any actions taken in terms of the policy prior to 
>> such non-endorsement shall remain valid.
> 
> How about this:
> 
> 11.5  Ratification of policy adopted by the Board:
> (a) Any policy adopted by the Board under the provisions of Article 11.4 
> shall be submitted to the community for ratification at the next public 
> policy meeting.
> (c) Unless the PDWG chairs determine that there is consensus by the community 
> to reject said policy, the policy shall remain in force or be put in force as 
> directed by the Board.
> 
> Would that work?

Sorry, no, that doesn’t work, because the Bylaws have no concept of a PDWG 
chair or a rough consensus process.  The Bylaws say that there must be a Policy 
Development Process, but give no details about how it works.  The concept of a 
PDWG chair or co-chair, and the requirement for (rough) consensus is a 
construct of the PDP, and can be changed by adopting a new version of the PDP.  
It would not be appropriate for the Bylaws to rely on something that can be 
changed outside the Bylaws.

Alan Barrett


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

Re: [Community-Discuss] Bylaws changes

[Alan Barrett]

> On 12 Nov 2016, at 11:17, abel ELITCHA  wrote:
> On item{6},
> You propose two (2) consecutive terms and one term break. Nevertheless, the 
> community has proposed a one term  break after one term on office before 
> being eligible for re-election.

I am aware that one or two people have suggested a limit of one term (3 years). 
 Others have suggested no limit at all.  In my opinion, a limit of 3 years is 
much too short, and I will not propose a bylaws change to introduce such a 
short limit.

> Also, if any change adopted to the terms in the bylaws, when will it take 
> effect? Will the current directors be affected?

Yes, bylaws changes take effect immediately.

> One more point, did the consecutive terms include terms as alternate Director 
> or Full Director as described in the current Bylaws?

We no longer have alternate directors, but I think the question is: What 
happens to somebody who previously served a term as an alternate Director under 
the previous bylaws, and is now serving a term as a Director under the current 
bylaws, without a break in between the two terms?  Does that count as two 
consecutive terms for the purposes of any term limit?  I don’t know the answer.

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