invoices did not
understand that some unpaid invoices are normal, when the invoices are not yet
due for payment. It therefore marked almost all members as “not in good
standing”.
The software issue will be corrected as soon as possible.
Alan Barrett
CEO, AFRINIC
the nomination form (which has different requirements from
last year), uncertainty about whether or not self-nominations were allowed (no,
in accordance with the bylaws, but different from last year), and confusion
regarding the timeline.
Alan Barrett
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xperience and I think that this
> drastic variation (from more than 30 days to 8) is not helping.
> I will suggest to extend for even 10 days.
I agree that an extension would be a good idea. I have already suggested to
NomCom that they consider
om is free to prescribe
criteria and qualifications that are different from the previous year.
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Board of Trustees
> on all matters involving the interests, activities, andexpected to consider
> the long term best interests of the membership, and to take cognisance of the
> fact that AfriNIC is acting in the public trust as steward of limited public
> resources such as IP address spa
2015#r255>, the Board recommended to
the community that the same two people elected to the NRO NC should also
automatically serve on the Review Committee. There was a discussion about that
at the public meeting in Pointe Noire, and the community supported the Board’s
recom
ld expect final
> decision from the Board after the online various discussions, thus my
> confusion.
Oh, I see. I think that the Board should pass another resolution to finalise
the matter.
Alan Barrett
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).
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ovember 2016 for that
purpose, and perhaps we’ll wait until May/June 2017.
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> 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.
ose 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.
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taken?
What bad practices is the RIR promoting?
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d
by the end of July 2016.
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in the delay, except to say that I am still learning
the requirements, and we will try to do better in future.
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been
pushed under the carpet, but I can point out that the new Governance Committee
will have within its terms of reference the power to make recommendations about
"The legal framework of AFRINIC, including the place and manner of company
registration;”
Alan Barrett
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drafted, received comments from the community, was edited to take comments into
account, was approved by the community, and was approved by the Board. The
next step is to elect/appoint the members of the committee, and that is planned
for the next AFRINIC meeting in November 2016.
Ala
f date. There have been no changes to
the CoE since the page was last edited.
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ping under the carpet of certain issues.
Please state which issues have been swept under the carpet, and how.
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Please could all participants in this mailing list treat each other with
politeness and respect.
Alan Barrett
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plicit
questions, which I answered on the members-discuss list.
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is ongoing. I expect it to be done by the end of 2016.
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Marcus,
Please conduct yourself politely. Messages such as the one quoted below have
no place on AFRINIC mailing lists.
Alan Barrett
> On 14 Jul 2016, at 21:08, Marcus K. G. Adomey wrote:
>
> Dear Owen,
>
> I am happy to know that you are the PR or/and the lawyer of the boa
t message was sent.
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> On 15 Jul 2016, at 11:21, Jackson Muthili wrote:
> On Fri, Jul 15, 2016 at 8:26 AM, Alan Barrett
> wrote:
>>
>> Don’t expect transcripts to be published at all. The Board has committed to
>> publish minutes, but reserves the right to redact them before publicati
icipe in the discussions on the slate, but not vote. see below
The minutes refer to approval of nominations, not approval of the slate.
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e discussed. She neither voted not
recused herself, because she was not present at the time.
In both cases, I believe that it was a mistake for the minutes to omit those
facts.
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> On 9 Sep 2016, at 18:55, Arnaud AMELINA wrote:
>
> Hi CEO,
>
> Where do we stand in building the consensus on the bylaws changes?
The comments made on this list have been noted, and are being incorporated into
bylaws changes drafted by the AFRINIC legal adviser
t;
>
> Do we have any timelines?
I have already received a draft, but I have not yet reviewed it. I hope to
complete my own review and then be able to post something next week.
Alan Barrett
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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
AFRINICRIRAccountability
tion to the points in your discussion document. Have these
> points been considered ?
Please list those items.
Alan Barrett
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n’t know of any consolidated document which includes all the comments.
Comments were made in various mailing lists, as well as off-list.
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accountability, and have a high probablility of passing the 75% majority vote,
so I am proposing to clarify the wording around what most people already think
is the case that Associate Members cannot vote.
Alan Barrett
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ts.
It’s quite possible that I made mistakes. Pointing out the mistakes will be
much more useful than asking questions about what happens in my mind while I am
attempting to assess the opinion of the community.
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mber that Bylaws changes need a 75% majority. Would adding geographical
restrictions to the non-geographical seats have enough support to pass?
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n the room? remote participation?
>
> Sorry, the intention is definitely good, but I happen to have more
> questions….
That’s a very good question. What would you like the answer to be?
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there’s some
other reason for the Board to bypass the normal process.
I’d suggest a simple vote, where the community can decide that the Board was
wrong. Since it involves policy, it should probably be a vote of PDWG
participants, not a vote of Members.
Alan Barrett
general meeting
coming up in November, and bylaws changes can be passed as special resolutions,
needing a 75% majority).
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rd of
> directors and the secretariat.
The off-list inputs consisted of people speaking to me in private, repeating
things that had also been said on the list. I did not write down who said what.
Alan Barrett
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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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to have wide consultation and agreement before
there is a vote on bylaws changes. This discussion is part of that process.
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ing to advance the regional diversity
> when Afrinic has 6 regions
Yes, it’s true that a committee of 5 members cannot include a representative
from all 6 sub-regions. I don’t see that as a problem.
Alan Barrett
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ty to suggest changes to its own
terms of reference, so it will have tha ability to request an increase in its
own size.
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rd can fix it now, by Vote of registered members ?
The Board has the ability to change the terms of reference, but I hope it will
not do so without consultation. The current terms of reference are the result
of a consultation process, and the GC itself will be well placed to start
another consult
eliminate the risk of board choosing to do away with GC by a board
> vote.
> A governance and accountability commitment of Afrinic in its charter is in
> public interest.
The Governance Committee charter already prevents the Board from unilaterally
voting to do
an 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.
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> On 26 Sep 2016, at 21:00, Benjamin Eshun wrote:
> On Thu, Sep 22, 2016 at 8:52 AM, Alan Barrett
> wrote:
>
> Yes, it’s true that a committee of 5 members cannot include a representative
> from all 6 sub-regions. I don’t see that as a problem.
>
> I see alot of pro
I sent the message within the week, as promised. Here’s a link to my message:
<https://lists.afrinic.net/pipermail/community-discuss/2016-September/000638.html>.
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> 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.
>>
>&g
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.
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h
s 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
> =======
s.
> 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 co
(which is an AFRINIC construct that is not
reflected in the Companies Act).
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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.
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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
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n 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
_
> 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
ction 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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entirely on electronic
votes.
Alan Barrett
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On 30 Sep 2016, at 16:55, Seun Ojedeji wrote:
> On 30 Sep 2016 13:25, "Alan Barrett" wrote:
>> 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.
> SO: I will suggest not to modif
and press releases, you will probably not notice much
difference.
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Dear Andrew,
I ask that you use more diplomatic words to express your opinions.
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why are COE members not allowed to join GC, why
> COE could not appoint a nominee to GC or for that matter why COE not used for
> the GC.
COE members are eligible to be elected to the Governance Committee by the
AFRINIC Membership. They are not eligible to be appointed to the Governance
significant freedom in how they perform their task.
When commenting on the suitability of any nominee or candidate, I would hope
that people consider the role of the Governanc Committee as given in its
charter, and the person’s ability to perform in
and considering the demand and other factors at the time
replenish the exhaustion pool with whatever address space (or part thereof)
that may be available to AFRINIC at the time, in a manner that is in the best
interest of the community.
]]]
Alan Barrett
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Dear community,
I expect to be able to post the next revision of the bylaws change suggestions
on Friday 4 November.
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change to address a
problem with approving the annual financial statements.
I intend to propose all these bylaws changes as special resolutions at the
AFRINIC-25 SGMM, possibly with edits resulting from further review and
discussion.
Alan Barrett
AFRINICRIRAccountability-ProposedBylawsChanges
may hold more than one of these positions,
even temporarily.
> 17. (Intro) typos
> s/dign/sign/
> s/signatire/signature/
> s/Baord/Board/
Thanks.
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t instead of a 2 month notice period, require presentation at
> a PPM and on the appropriate -discuss mailing list(s) followed by a 60 day
> comment period thereafter.
I think you misunderstood the proposal. The proposal is that (1) the Board
discusses proposed fee changes with the c
> good to clarify what would happen to the seats.
I think it’s clear enough that the remaining Directors would have the right to
fill the casual vacancies in terms of Bylaws article 13.14.
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to recall a
> director, it must be through a dedicated meeting and not through the addition
> of an agenda item at a regular meeting.
I’ll check on that, and make a suitable chaneg if necessary.
Alan Barrett
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> 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 only be removed in a
>>
e
> whoever they want represent them, provided the individual passes the test of
> being able to legally serve in that capacity.
I haven’t seen substantial discussion of this, so I will not propose changes
around whether a Director must reside in the rel
>> period; (2) the Board finalises the fee changes; (3) there is at least 60
>> days notice before the fee changes go into effect.
>
> You are correct, I did misunderstand, as that’s not what I remember reading
> in the proposal.
>
> I’m fine with what you state a
cised that power in the past,
but the ability is there in the Bylaws in case a good reason appears in the
future. We are talking about reducing that power so that the Board cannot
abuse it.
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Communi
in accordance with the Act if we still think we are
> only governed by the Act.
We are not “only” governed by the Act. We are governed by both the Act and our
Bylaws.
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https:
ws article 11.5 doesn’t say
what happens if the policy is not endorsed, and doesn’t say how you measure
whether or not a policy is endorsed.
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to prevent the Board
from abusing the unusual process (Bylaws 11.4 and 11.5).
My example (not quoted) was intended to illustrate why it is sometimes a good
idea to let the Baord adopt policies that do not reach rough consensus.
Alan Barrett
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Com
vent 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.
Alan Barrett
_
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
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d.
The text in (i) is already present in the bylaws. The text in (ii) is new.
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nt does not make it easy to follow and digest, but
> other alternatives suggested were not accepted.
I think you sugegsted a committee, and I said that the Governance Committee
will be able to do this in future. The current round of changes are not a
complete review of the bylaws.
Alan Barrett
mmunity when
> they had no say in the decision. I believe all views should be welcomed
Good point. I will make this change.
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hanged, and there remains the risk that a future version of the PDP might
(accidentally) make it impossible for useful new policies to be made. This is
one of the reasons why it is essential for the Bylaws to give the Board a way
of making policy bypassing the PDP. That power of t
ree-year period during which such
person is not eligible to be elected or appointed to any of the seats referred
to in Articles 13.4(i) or 13.4(ii).
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rm limit? I don’t know the answer.
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ment 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.
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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
t (ii) is new, and makes it clear
that rejection by the community leads to the policy being cancelled.
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proposing to add that to the bylaws.
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e that no one organisation or one sub-region has
the majority of votes in the Board.
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ector should also be excluded from discussion of the matter.
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Act;
* Keep the bylaws unchanged, and deal with any legal challenges if they arise.
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Article 13.4(i) and 13.5, all Directors so elected, shall exercise
their powers in accordance with the Act and always act in good faith and solely
in the best interests of the company.
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e chiuces
made by future voters, so I do not intend to propose that as a rule for the
Bylaws.
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I don’t understand how we could keep electronic voting open for a few days
after the meeting. How could we count the votes and announce the result if
voting is still open?
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, and to
close e-voting at the same time as on-site voting is closed.
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> On 14 Nov 2016, at 14:54, Alan Barrett wrote:
>> On 14 Nov 2016, at 13:17, Dewole Ajao wrote:
>>
>> Perhaps we could ask from the members what the concerns are with electronic
>> voting that make them prefer proxies. These should be addressed (where
>>
g are published at
<http://www.afrinic.net/about/bod/meeting/2016/1937-20160810>.
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> On 13 Nov 2016, at 10:20, Alan Barrett wrote:
>
> 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
rovide a way of codifying my idea which is compatible with the
> existing structure and interrelation of bylaws and PDP?
Yes, I think that works, but the notice of meeting needs to be sent tomorrow,
with final text for all proposed changes to the bylaws, and I am not
comfortable making such a change without time for comments from others. It can
always be proposed in the future.
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