Re: [Community-Discuss] Bylaws changes

> On Nov 16, 2016, at 3:17 PM, Omo Oaiya wrote: > > > On 16 Nov 2016 12:00 p.m., "Alan Barrett" > wrote: > > > > > > > On 16 Nov 2016, at 14:48, ALAIN AINA > >

Re: [Community-Discuss] Bylaws changes

> On Nov 14, 2016, at 6:50 PM, Alan Barrett wrote: > > >> On 14 Nov 2016, at 18:42, Owen DeLong wrote: > How about this: > > 11.5 Ratification of policy adopted by the Board: > (a) Any policy adopted by the Board under the

Re: [Community-Discuss] Bylaws changes

> On 14 Nov 2016, at 18:42, Owen DeLong wrote: >> > > 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

Re: [Community-Discuss] Bylaws changes

I disagree. If a conflicted member has fully disclosed the conflict to the board, I believe they are capable of weighing this properly in considering his argument. Let us respect the board that we have elected and not treat them like children here. Owen > On Nov 12, 2016, at 21:50, Badru

Re: [Community-Discuss] Bylaws changes

> On Nov 12, 2016, at 02:52, Christian Bope wrote: > > 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.

Re: [Community-Discuss] Bylaws changes

> On Nov 11, 2016, at 22:43, Alan Barrett wrote: > > >> On 12 Nov 2016, at 00:18, Owen DeLong wrote: >> Item 4, I propose changing the text in 13.5 from: >> >> “13.5 Each of the following six sub-regions of Africa shall be represented >> by one

Re: [Community-Discuss] Bylaws changes

> On 13 Nov 2016, at 19:13, Noah wrote: >> If you are merely looking for diversity, then as I said in another message, >> experience and skill are also important and I believe that the voters are >> quite capable of making such decisions at election time, without being >>

Re: [Community-Discuss] Bylaws changes

On 14 Nov 2016 02:09, "Andrew Alston" wrote: > > > It’s ok that someone gets elected because he lives in a particular place to “represent” that region, despite the fact that the other suggested bylaws attempt to ensure that elected directors always act in the good

Re: [Community-Discuss] Bylaws changes

Sent: Sunday, November 13, 2016 7:18:26 PM To: Mark Elkins Cc: General Discussions of AFRINIC Subject: Re: [Community-Discuss] Bylaws changes On 13 Nov 2016 18:48, "Mark Elkins" <m...@posix.co.za> wrote: > > > > The CEO country should never have someone run to

Re: [Community-Discuss] Bylaws changes

s, in my view, not an attempt to fix the representation > problem, but rather an attempt to follow a completely different agenda. > > Andrew > > > > > From: Noah [mailto:n...@neo.co.tz] > Sent: 13 November 2016 22:43 > To: Andrew Alston <andrew.als...@liquidtelecom.com>

Re: [Community-Discuss] Bylaws changes

<andrew.als...@liquidtelecom.com> Cc: Mark Elkins <m...@posix.co.za>; General Discussions of AFRINIC <community-discuss@afrinic.net> Subject: Re: [Community-Discuss] Bylaws changes On Sun, Nov 13, 2016 at 10:01 PM, Andrew Alston <andrew.als...@liquidtelecom.com<mailto:andrew.

Re: [Community-Discuss] Bylaws changes

On Sun, Nov 13, 2016 at 10:01 PM, Andrew Alston < andrew.als...@liquidtelecom.com> wrote: > Noah, I am trying to understand this. > > 1 person per country they are domicile at the time of running to represent the corresponding sub-region. Nothing to do with individuals. > Or are we all just

Re: [Community-Discuss] Bylaws changes

of it? Andrew From: Noah <n...@neo.co.tz> Sent: Sunday, November 13, 2016 7:18:26 PM To: Mark Elkins Cc: General Discussions of AFRINIC Subject: Re: [Community-Discuss] Bylaws changes On 13 Nov 2016 18:48, "Mark Elkins" <m...@posix.co.za<m

Re: [Community-Discuss] Bylaws changes

On 13 Nov 2016 18:58, "Mark Elkins" wrote: > > > Another option would be some form of proportional representation - > similar to how some governments work - the more members (eligible > voters) in a subregion - the more seats they can have from their > subregion - ie follow the

Re: [Community-Discuss] Bylaws changes

On 13 Nov 2016 18:48, "Mark Elkins" wrote: > > > > The CEO country should never have someone run to represent the non > > geographic since if elected, the board would end up with 3 directors > > from a single country that is CEO, subregion and non geo. > > For a moment - I was

Re: [Community-Discuss] Bylaws changes

On 13/11/2016 17:13, Noah wrote: > On 13 Nov 2016 16:44, "Alan Barrett" > wrote: >> >> >> If you are merely looking for diversity, then as I said in another > message, experience and skill are also important and I believe that the >

Re: [Community-Discuss] Bylaws changes

On 13 Nov 2016 16:44, "Alan Barrett" wrote: > > > If you are merely looking for diversity, then as I said in another message, experience and skill are also important and I believe that the voters are quite capable of making such decisions at election time, without being

Re: [Community-Discuss] Bylaws changes

> On 13 Nov 2016, at 16:31, Noah wrote: > 2 directors per organisation is not a good idea. 1 director is per > organisation is more than enough. Is there some particular risk that you want to mitigate, or are you simply looking for diversity? If there is a risk, then please

Re: [Community-Discuss] Bylaws changes

On 13 Nov 2016 12:38, "Vitus Foli Aborogu" wrote: > > > > > 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

Re: [Community-Discuss] Bylaws changes

On 13/11/2016 07:44, Badru Ntege wrote: > 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

Re: [Community-Discuss] Bylaws changes

> On November 13, 2016 at 4:21 AM Alan Barrett wrote: > > > > 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

Re: [Community-Discuss] Bylaws changes

Dear Alan, A good idea is a good idea. What we need to prevent is give the appearance that we are giving undue advantage to certain individuals because they are members of the Board. For a better management of Conflict of Interest (COI) for Directors, there should be included in the by-laws, a

Re: [Community-Discuss] Bylaws changes

> 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

Re: [Community-Discuss] Bylaws changes

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

Re: [Community-Discuss] Bylaws changes

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

Re: [Community-Discuss] Bylaws changes

> 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

Re: [Community-Discuss] Bylaws changes

> 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 >

Re: [Community-Discuss] Bylaws changes

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

Re: [Community-Discuss] Bylaws changes

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,

Re: [Community-Discuss] Bylaws changes

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

Re: [Community-Discuss] Bylaws changes

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

Re: [Community-Discuss] Bylaws changes

> 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

Re: [Community-Discuss] Bylaws changes

> 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

Re: [Community-Discuss] Bylaws changes

Dear Alan, 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. Also, if any change adopted to the terms in the bylaws, when will it take effect? Will the

Re: [Community-Discuss] Bylaws changes

> On 12 Nov 2016, at 00:18, Owen DeLong wrote: > Item 4, I propose changing the text in 13.5 from: > > “13.5 Each of the following six sub-regions of Africa shall be represented by > one director as indicated below:” > (which I think is incongruous with the new intent) > >

Re: [Community-Discuss] Bylaws changes

> On 12 Nov 2016, at 10:10, Badru Ntege wrote: > > Comments inline > > > On 9 Nov 2016, at 2:37 pm, Mark Elkins wrote: >> >> And if the Board has never abused this PDP power (never even used it at >> all) since inception yet has always had the

Re: [Community-Discuss] Bylaws changes

Comments inline On 9 Nov 2016, at 2:37 pm, Mark Elkins wrote: > > And if the Board has never abused this PDP power (never even used it at > all) since inception yet has always had the power to do this - why then > is it really a problem? There's always a first time so a

Re: [Community-Discuss] Bylaws changes

> On 11 Nov 2016, at 20:05, Honest Ornella GANKPA wrote: > On item [14] I believe the board should consult the community as well as the > members. The reason is that memebers are a subset of the community and in my > opinion, it does not make sense to give notification

Re: [Community-Discuss] Bylaws changes

> On 11 Nov 2016, at 18:29, ALAIN AINA wrote: >>> But It was also proposed to just remove board adopting policy from bylaws >>> and only depend on the PDP. May be an updated version of the PDP ? >> >> I’m having trouble parsing this, but any of the parsings I came up with

Re: [Community-Discuss] Bylaws changes

> On 11 Nov 2016, at 18:23, ALAIN AINA wrote: >> We might want to think of something like an online quick forum to give >> community an opportunity to understand the urgent need. This maintains the >> openness. And if a reversal is needed at the AGM it does not become an

Re: [Community-Discuss] Bylaws changes

> On Nov 10, 2016, at 23:55 , Alan Barrett wrote: > > >> On 10 Nov 2016, at 02:22, Owen DeLong wrote: >>> I believe that such policies should not be subject to the usual >>> rough-consensus requirement. In cases where the community is deadlocked

Re: [Community-Discuss] Bylaws changes

> On Nov 10, 2016, at 12:54 AM, Owen DeLong wrote: > >> >> On Nov 9, 2016, at 03:14 , ALAIN AINA wrote: >> >> >>> On Nov 9, 2016, at 3:01 PM, Alan Barrett wrote: >>> >>> On 9 Nov 2016, at 16:16, ALAIN AINA

Re: [Community-Discuss] Bylaws changes

On 11/11/16, 10:55 AM, "Alan Barrett" wrote: > >> On 10 Nov 2016, at 02:22, Owen DeLong wrote: >>> I believe that such policies should not be subject to the usual >>> rough-consensus requirement. In cases where the community is deadlocked

Re: [Community-Discuss] Bylaws changes

Dear community, Here is another revision of the proposed Bylaws changes. This might be the final version, because the notice of meeting needs to be sent no later than Tuesday 15 November. Alan Barrett AFRINICProposedBylawsChanges-2016.pdf Description: Adobe PDF document

Re: [Community-Discuss] Bylaws changes

> On 10 Nov 2016, at 02:22, Owen DeLong wrote: >> I believe that such policies should not be subject to the usual >> rough-consensus requirement. In cases where the community is deadlocked and >> unable to reach consensus, I believe that it should be possible for the >>

Re: [Community-Discuss] Bylaws changes

> On Nov 9, 2016, at 02:04 , Alan Barrett wrote: > > >> On 7 Nov 2016, at 05:51, Owen DeLong wrote: However, if 13.8 is to be implemented, there must be a mechanism defined for the priority, order of operations, and precedence involved as

Re: [Community-Discuss] Bylaws changes

> On Nov 9, 2016, at 03:14 , ALAIN AINA wrote: > > >> On Nov 9, 2016, at 3:01 PM, Alan Barrett wrote: >> >> >>> On 9 Nov 2016, at 16:16, ALAIN AINA wrote: >>> Hmmm. Are we moving the PDPWG powers in board hands? I do not

Re: [Community-Discuss] Bylaws changes

[Speaking on my own capacity] I would have loved to not get involved in this discussion about Board and PDP. But I think it is important to consider keeping the PDP, Buttom-up, Community Driven and Consensus based. And any policy adopted by the Board if need be shall go to the PDP for

Re: [Community-Discuss] Bylaws changes

Le 9 nov. 2016 13:33, "Alan Barrett" a écrit : > > > > On 9 Nov 2016, at 18:36, ALAIN AINA wrote: > > > > What i am sensing here is Board being involved in the “rough consensus” process of the PDPWG which is different from board adopting its own

Re: [Community-Discuss] Bylaws changes

> On 9 Nov 2016, at 18:36, ALAIN AINA wrote: > > What i am sensing here is Board being involved in the “rough consensus” > process of the PDPWG which is different from board adopting its own policies > which shall be submitted to the community for endorsement. > > Ok.

Re: [Community-Discuss] Bylaws changes

Hello, See inline. (cc’ed rpd as this is PDP related) > On Nov 9, 2016, at 3:40 PM, Alan Barrett wrote: > > >> On 9 Nov 2016, at 16:44, ALAIN AINA wrote: >>> The Bylaws have always given the Board the power to make policy without >>> going

Re: [Community-Discuss] Bylaws changes

On 09/11/2016 13:14, ALAIN AINA wrote: > >> On Nov 9, 2016, at 3:01 PM, Alan Barrett >> wrote: >> >> >>> On 9 Nov 2016, at 16:16, ALAIN AINA wrote: >>> Hmmm. Are we moving the PDPWG powers in board hands? I do not >>> understand the concept of

Re: [Community-Discuss] Bylaws changes

> On Nov 9, 2016, at 3:01 PM, Alan Barrett wrote: > > >> On 9 Nov 2016, at 16:16, ALAIN AINA wrote: >> Hmmm. Are we moving the PDPWG powers in board hands? I do not understand >> the concept of deadlock in our bottom-up PDP ruled by "Rough

Re: [Community-Discuss] Bylaws changes

> On 9 Nov 2016, at 16:24, ALAIN AINA wrote: >> >> By my reading, the Companies Act article 138 gives some methods that a >> Director may be removed, but does not prevent the Bylaws/Constitution from >> providing other methods. > > Only methods which are in accordance

Re: [Community-Discuss] Bylaws changes

> On 9 Nov 2016, at 16:16, ALAIN AINA wrote: > Hmmm. Are we moving the PDPWG powers in board hands? I do not understand the > concept of deadlock in our bottom-up PDP ruled by "Rough Consensus” and not > “Full Consensus". I would expect to see all times, effort made by

Re: [Community-Discuss] Bylaws changes

> On Nov 9, 2016, at 1:56 PM, Alan Barrett wrote: > > >> On 5 Nov 2016, at 16:06, Alan Barrett wrote: >>> On 5 Nov 2016, at 00:46, Andrew Alston >>> wrote: >>> I believe that section 16 is also in conflict

Re: [Community-Discuss] Bylaws changes

> On 7 Nov 2016, at 05:51, Owen DeLong wrote: >>> However, if 13.8 is to be implemented, there must be a mechanism defined >>> for the priority, order of operations, and precedence involved as well as >>> the procedure for resolving any conflicts between the election result

Re: [Community-Discuss] Bylaws changes

> On 5 Nov 2016, at 16:06, Alan Barrett wrote: >> On 5 Nov 2016, at 00:46, Andrew Alston >> wrote: >> I believe that section 16 is also in conflict with the companies act. The >> companies act specifically states that a director may

Re: [Community-Discuss] Bylaws changes

On 07/11/2016 20:14, Seun Ojedeji wrote: > Sent from my LG G4 > Kindly excuse brevity and typos > > On 7 Nov 2016 11:26 p.m., "Owen DeLong" > wrote: >> >> Really, if there is such overwhelming desire by the community to > remove the CEO that it reaches

Re: [Community-Discuss] Bylaws changes

Sent from my LG G4 Kindly excuse brevity and typos On 7 Nov 2016 11:26 p.m., "Owen DeLong" wrote: > > Really, if there is such overwhelming desire by the community to remove the CEO that it reaches this threshold, do you believe it is good governance for the board to keep such

Re: [Community-Discuss] Bylaws changes

Hi Owen, In the interest of good governance and proper respect of process and structure, I believe that the ability to hire and fire the CEO should remain solely with the Board of Directors. Nevertheless, the Board could consider providing a separate guideline(outside of the bylaw) that enables

Re: [Community-Discuss] Bylaws changes

Should the CEO be exempt if he/she becomes sufficiently unpopular with the membership that they are able to recall him through this process? No disrespect to the current CEO intended (and I can’t imagine such a petition succeeding against him anyway), but I see no reason the position should be

Re: [Community-Discuss] Bylaws changes

> On Nov 5, 2016, at 00:01 , Alan Barrett wrote: > > >> On 5 Nov 2016, at 08:54, Owen DeLong wrote: >> >> The “insertion” method described in point 5 is certainly confusing to >> integrate in one’s head with the changes proposed in point 4. > > I

Re: [Community-Discuss] Bylaws changes

Hi Alan, I’m kinda on the fence about the changes referred to below. Historically, we have said that regional representation means that at the time of election, the individual must be domiciled in the region for each he is standing. Looking at the bylaws, this seems to be a requirement that

Re: [Community-Discuss] Bylaws changes

> On 5 Nov 2016, at 00:46, Andrew Alston > wrote: > > Hi Alan, > > I believe Point 5 may result in conflict with Article 13.4 that states that > directors represent specific regions. For consistency 13.4 would also need > modification. Perhaps we should

Re: [Community-Discuss] Bylaws changes

> On 5 Nov 2016, at 14:53, Seun Ojedeji wrote: > > Hello Alan, > > Thanks for sending this across, a few "personal" comments below: > > 1. For item 7: I think 13.8b is sufficient hence 13.8c may not be needed; We > don't have to formerly restrict things to that

Re: [Community-Discuss] Bylaws changes

Hello Alan, Thanks for sending this across, a few "personal" comments below: 1. For item 7: I think 13.8b is sufficient hence 13.8c may not be needed; We don't have to formerly restrict things to that extent. 2. For item 12: I am not sure the proposed resolution would change the fact that

Re: [Community-Discuss] Bylaws changes

> On 5 Nov 2016, at 01:07, Frank Habicht wrote: > about 7. (on page 5) > If I understand correctly, if we have "no more than two from the same > sub-region" then we already have "no more than two from the same > country" (because no country is in multiple sub-regions, and no

Re: [Community-Discuss] Bylaws changes

Hi Alan, all, thanks for this! Few minor things. about 7. (on page 5) If I understand correctly, if we have "no more than two from the same sub-region" then we already have "no more than two from the same country" (because no country is in multiple sub-regions, and no director is from multiple

Re: [Community-Discuss] Bylaws changes

Thanks Alan. Looking forward to this new revision to see the progress level of the discussions on these points and how close are we moving to closing this important matter about improving accountability. Regards Arnaud Le 31 oct. 2016 16:01, "Alan Barrett" a