Re: [Community-Discuss] [members-discuss] AFRINIC - Matters Arising

[Walubengo J]

@Badru,
Last time I checked, the Chairman's written views were the deliberated and 
considered Board views  - except ofcourse when participating in Policy 
Development. But that may perhaps have changed with time
@Alain,Your English is quite deep and concise for someone from Francophone 
Africa .  I wish I could write my french quite as deeply. Either way, you do 
have some good points worth considering.
walu.

  From: Badru Ntege 
 To: General Discussions of AFRINIC ; AfriNIC 
Discuss  
 Sent: Monday, July 11, 2016 6:58 PM
 Subject: Re: [members-discuss] [Community-Discuss] AFRINIC - Matters Arising
   

Alain
Thanks for this depth  +1
Chair lets openly consider these views and I would really hope that all board 
members can openly share their views on this thread so we arrive at a position 
that works for the betterment of AfriNIC.
Regards


On 7/11/16, 6:35 PM, "ALAIN AINA"  wrote:


Hello,

On Jul 8, 2016, at 4:10 PM, Sunday Folayan  wrote:
Dear Members and the Community at large,

Further to my email of 30th June 2016, I will like to share some thoughts:


Thanks for sharing these thoughts, comments inline...


There seem to be differing interpretations of the way AFRINIC is organised, the 
powers of the Board, the powers of the Members, the powers of the Community, 
the bottom-up philosophy, and other related matters.

Some definitions and clarifications are appropriate, to explain the Board’s 
understanding of the status quo.

It is necessary to distinguish between the AFRINIC community, AFRINIC 
membership, and AFRINIC Ltd as a company. The community includes all 
stakeholders and beneficiaries of AFRINIC’s efforts, including resources and 
other benefits. The membership is a subset of the community.  AFRINIC Ltd is a 
membership-driven organisation, with a company registration, bylaws, directors, 
and all the other things that companies have.

The phrase “Bottom-Up” refers to a philosophy and not a specific process.  The 
bottom-up philosophy is used in the processes that we use to develop policies, 
elect the Board, change the Bylaws, and also allows members or the community at 
large to make suggestions or participate in discussions on any relevant matter.


 AFRNIC is committed to the Bottom-up Self-gorvenance model as per ICP-2 and 
the IANA report on AFRINIC accreditation. So it is a  principle and well beyond 
philosophy. 


AFRINIC Ltd. is registered in Mauritius as a company limited by guarantee.  In 
terms of the Companies Act of Mauritius (Act no 15 of 2001), such a company may 
not have more than 25 (twenty-five) members. 

The correct phrasing in the company act  is "shall not have more than 25 
members"
How do you interpret this as we are in definition and clarification section ?
Why don’t we fill the members up to 25  to improve accountability  ?

 Because of this, the Bylaws state that only the nine Directors (the Board) are 
Registered Members in terms of the Companies Act.  

Which makes the Board of Directors  accountable to themselves according to the 
company act.  So question is : what is the contract between these 9 and the 
others ?
 This original arrangement comes with unwritten rules for the 9 to follow the 
community driven approach, bottom-up self-governance and consensus based 
decision making and act in the public trust. 

However, the Bylaws give the broader membership (specifically Resource Members) 
almost all of the rights shareholders would enjoy in a normal company.


Nope.  According to the company act, these members have no rights, except those 
granted to them by the 9.  This works only if the unwritten rules are 
followed.This was the case until things changed recently  and Company act and 
AFRINIC Ltd is  put in front of other members and the community to justify BoD 
actions.
A simple  example is point 11 of the AFRINIC  accountability assessment  
document provided to community for  discussions on bylways changes:
It states
==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==
interpretation of “member”  gives right to the 9 to change the bylaws.  So 
option is to limit that power, but to which extent?
This justify the numerous proposals of amendment to the bylaws which have been 
submitted  and a good summary of them can be seen through the two links below:
https://lists.afrinic.net/pipermail/community-discuss/2016-June/000343.htmlhttps://lists.afrinic.net/pipermail/community-discuss/2016-June/000350.html
Concerns are that some 

Re: [Community-Discuss] [members-discuss] AFRINIC - Matters Arising

[Mark Elkins]

On 11/07/2016 17:35, ALAIN AINA wrote:
> Hello,
> 
>> On Jul 8, 2016, at 4:10 PM, Sunday Folayan > > wrote:
>>
>> Dear Members and the Community at large,
>>
>> Further to my email of 30th June 2016, I will like to share some thoughts:
> 
> Thanks for sharing these thoughts, comments inline...
> 
>>
>> There seem to be differing interpretations of the way AFRINIC is
>> organised, the powers of the Board, the powers of the Members, the
>> powers of the Community, the bottom-up philosophy, and other related
>> matters.
>>
>> Some definitions and clarifications are appropriate, to explain the
>> Board’s understanding of the status quo.
>>
>> It is necessary to distinguish between the AFRINIC community, AFRINIC
>> membership, and AFRINIC Ltd as a company. The community includes all
>> stakeholders and beneficiaries of AFRINIC’s efforts, including
>> resources and other benefits. The membership is a subset of the
>> community.  AFRINIC Ltd is a membership-driven organisation, with a
>> company registration, bylaws, directors, and all the other things that
>> companies have.
>>
>> The phrase “Bottom-Up” refers to a philosophy and not a specific
>> process.  The bottom-up philosophy is used in the processes that we
>> use to develop policies, elect the Board, change the Bylaws, and also
>> allows members or the community at large to make suggestions or
>> participate in discussions on any relevant matter.
> 
>  AFRNIC is committed to the Bottom-up Self-gorvenance model as per ICP-2
> and the IANA report on AFRINIC accreditation. So it is a  principle and
> well beyond philosophy. 

ICP-2: Criteria for Establishment of New Regional Internet Registries -
(3: Bottom-up self-governance structure for setting local policies) is
reference to bottom up and *specifically* refers to the Policy Process.
In AFRINIC's case, we do that just fine.

https://www.icann.org/resources/pages/new-rirs-criteria-2012-02-25-en



>> AFRINIC Ltd. is registered in Mauritius as a company limited by
>> guarantee.  In terms of the Companies Act of Mauritius (Act no 15 of
>> 2001), such a company may not have more than 25 (twenty-five) members. 
> 
> The correct phrasing in the company act  is "shall not have more than 25
> members"
> 
> How do you interpret this as we are in definition and clarification
> section ?
> 
> Why don’t we fill the members up to 25  to improve accountability  ?
> 
>>  Because of this, the Bylaws state that only the nine Directors (the
>> Board) are Registered Members in terms of the Companies Act.  
> 
> Which makes the Board of Directors  accountable to themselves according
> to the company act.  So question is : what is the contract between these
> 9 and the others ?
> 
>  This original arrangement comes with unwritten rules for the 9 to
> follow the community driven approach, bottom-up self-governance and
> consensus based decision making and act in the public trust. 
> 
>> However, the Bylaws give the broader membership (specifically Resource
>> Members) almost all of the rights shareholders would enjoy in a normal
>> company.
> 
> Nope.  According to the company act, these members have no rights,
> except those granted to them by the 9.  This works only if the unwritten
> rules are followed.
> This was the case until things changed recently  and Company act and
> AFRINIC Ltd is  put in front of other members and the community to
> justify BoD actions.
> 
> A simple  example is point 11 of the AFRINIC  accountability assessment
>  document provided to community for  discussions on bylways changes:
> 
> It states
> 
> ==
> 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
> ==
> 
> interpretation of “member”  gives right to the 9 to change the bylaws.
>  So option is to limit that power, but to which extent?
> 
> This justify the numerous proposals of amendment to the bylaws which
> have been submitted  and a good summary of them can be seen through the
> two links below:
> 
> https://lists.afrinic.net/pipermail/community-discuss/2016-June/000343.html
> https://lists.afrinic.net/pipermail/community-discuss/2016-June/000350.html
> 
> Concerns are that some of the changes required to change the
> accountability  model  of AFRINIC may not be applicable  in the current
> context of Private company limited by guarantee  in the Mauritius
> company act 2001.
> 
>>
>> AFRINIC Ltd. is run by an executive that reports to the Board, and the
>> Board exercises their fiduciary responsibilities to guide the Company.
>> These responsibilities include the areas of sustainability and

Re: [Community-Discuss] [members-discuss] AFRINIC - Matters Arising

[Noah]

On 11 Jul 2016 19:33, "Walubengo J"  wrote:
>
> @Badru,
>
> Last time I checked, the Chairman's written views were the deliberated
and considered Board views.
>
>

Am not sure if you have paid attension but Directors can still share views
under "Their own capacity" and some have always done that. No harm in that..

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

Re: [Community-Discuss] [members-discuss] AFRINIC - Matters Arising

[Badru Ntege]

Alain

Thanks for this depth  +1

Chair lets openly consider these views and I would really hope that all board 
members can openly share their views on this thread so we arrive at a position 
that works for the betterment of AfriNIC.

Regards



On 7/11/16, 6:35 PM, "ALAIN AINA"  wrote:

Hello,

On Jul 8, 2016, at 4:10 PM, Sunday Folayan  wrote:

Dear Members and the Community at large,

Further to my email of 30th June 2016, I will like to share some thoughts:

Thanks for sharing these thoughts, comments inline...


There seem to be differing interpretations of the way AFRINIC is organised, the 
powers of the Board, the powers of the Members, the powers of the Community, 
the bottom-up philosophy, and other related matters.

Some definitions and clarifications are appropriate, to explain the Board’s 
understanding of the status quo.

It is necessary to distinguish between the AFRINIC community, AFRINIC 
membership, and AFRINIC Ltd as a company. The community includes all 
stakeholders and beneficiaries of AFRINIC’s efforts, including resources and 
other benefits. The membership is a subset of the community.  AFRINIC Ltd is a 
membership-driven organisation, with a company registration, bylaws, directors, 
and all the other things that companies have.

The phrase “Bottom-Up” refers to a philosophy and not a specific process.  The 
bottom-up philosophy is used in the processes that we use to develop policies, 
elect the Board, change the Bylaws, and also allows members or the community at 
large to make suggestions or participate in discussions on any relevant matter.

 AFRNIC is committed to the Bottom-up Self-gorvenance model as per ICP-2 and 
the IANA report on AFRINIC accreditation. So it is a  principle and well beyond 
philosophy. 

AFRINIC Ltd. is registered in Mauritius as a company limited by guarantee.  In 
terms of the Companies Act of Mauritius (Act no 15 of 2001), such a company may 
not have more than 25 (twenty-five) members. 

The correct phrasing in the company act  is "shall not have more than 25 
members"

How do you interpret this as we are in definition and clarification section ?

Why don’t we fill the members up to 25  to improve accountability  ?

 Because of this, the Bylaws state that only the nine Directors (the Board) are 
Registered Members in terms of the Companies Act.  

Which makes the Board of Directors  accountable to themselves according to the 
company act.  So question is : what is the contract between these 9 and the 
others ?

 This original arrangement comes with unwritten rules for the 9 to follow the 
community driven approach, bottom-up self-governance and consensus based 
decision making and act in the public trust. 

However, the Bylaws give the broader membership (specifically Resource Members) 
almost all of the rights shareholders would enjoy in a normal company.

Nope.  According to the company act, these members have no rights, except those 
granted to them by the 9.  This works only if the unwritten rules are followed.
This was the case until things changed recently  and Company act and AFRINIC 
Ltd is  put in front of other members and the community to justify BoD actions.

A simple  example is point 11 of the AFRINIC  accountability assessment  
document provided to community for  discussions on bylways changes:

It states

==
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
==

interpretation of “member”  gives right to the 9 to change the bylaws.  So 
option is to limit that power, but to which extent?

This justify the numerous proposals of amendment to the bylaws which have been 
submitted  and a good summary of them can be seen through the two links below:

https://lists.afrinic.net/pipermail/community-discuss/2016-June/000343.html
https://lists.afrinic.net/pipermail/community-discuss/2016-June/000350.html

Concerns are that some of the changes required to change the accountability  
model  of AFRINIC may not be applicable  in the current context of Private 
company limited by guarantee  in the Mauritius company act 2001.


AFRINIC Ltd. is run by an executive that reports to the Board, and the Board 
exercises their fiduciary responsibilities to guide the Company. These 
responsibilities include the areas of sustainability and operational efficiency 
which also includes the setting of fees. The powers utilised are granted by the 
bylaws and the companies act.

You mentioned company act here as well ?

The Board or the executive may ask for comments from the membership or from the 
community before making 

Re: [Community-Discuss] [members-discuss] AFRINIC - Matters Arising

[ALAIN AINA]

Hello,

> On Jul 8, 2016, at 4:10 PM, Sunday Folayan  > wrote:
> 
> Dear Members and the Community at large,
> 
> Further to my email of 30th June 2016, I will like to share some thoughts:

Thanks for sharing these thoughts, comments inline...

> 
> There seem to be differing interpretations of the way AFRINIC is organised, 
> the powers of the Board, the powers of the Members, the powers of the 
> Community, the bottom-up philosophy, and other related matters.
> 
> Some definitions and clarifications are appropriate, to explain the Board’s 
> understanding of the status quo.
> 
> It is necessary to distinguish between the AFRINIC community, AFRINIC 
> membership, and AFRINIC Ltd as a company. The community includes all 
> stakeholders and beneficiaries of AFRINIC’s efforts, including resources and 
> other benefits. The membership is a subset of the community.  AFRINIC Ltd is 
> a membership-driven organisation, with a company registration, bylaws, 
> directors, and all the other things that companies have.
> 
> The phrase “Bottom-Up” refers to a philosophy and not a specific process.  
> The bottom-up philosophy is used in the processes that we use to develop 
> policies, elect the Board, change the Bylaws, and also allows members or the 
> community at large to make suggestions or participate in discussions on any 
> relevant matter.

 AFRNIC is committed to the Bottom-up Self-gorvenance model as per ICP-2 and 
the IANA report on AFRINIC accreditation. So it is a  principle and well beyond 
philosophy. 
> 
> AFRINIC Ltd. is registered in Mauritius as a company limited by guarantee.  
> In terms of the Companies Act of Mauritius (Act no 15 of 2001), such a 
> company may not have more than 25 (twenty-five) members. 

The correct phrasing in the company act  is "shall not have more than 25 
members"

How do you interpret this as we are in definition and clarification section ?

Why don’t we fill the members up to 25  to improve accountability  ?

>  Because of this, the Bylaws state that only the nine Directors (the Board) 
> are Registered Members in terms of the Companies Act.  

Which makes the Board of Directors  accountable to themselves according to the 
company act.  So question is : what is the contract between these 9 and the 
others ?

 This original arrangement comes with unwritten rules for the 9 to follow the 
community driven approach, bottom-up self-governance and consensus based 
decision making and act in the public trust. 

> However, the Bylaws give the broader membership (specifically Resource 
> Members) almost all of the rights shareholders would enjoy in a normal 
> company.

Nope.  According to the company act, these members have no rights, except those 
granted to them by the 9.  This works only if the unwritten rules are followed.
This was the case until things changed recently  and Company act and AFRINIC 
Ltd is  put in front of other members and the community to justify BoD actions.

A simple  example is point 11 of the AFRINIC  accountability assessment  
document provided to community for  discussions on bylways changes:

It states

==
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
==

interpretation of “member”  gives right to the 9 to change the bylaws.  So 
option is to limit that power, but to which extent?

This justify the numerous proposals of amendment to the bylaws which have been 
submitted  and a good summary of them can be seen through the two links below:

https://lists.afrinic.net/pipermail/community-discuss/2016-June/000343.html 

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


Concerns are that some of the changes required to change the accountability  
model  of AFRINIC may not be applicable  in the current context of Private 
company limited by guarantee  in the Mauritius company act 2001.

> 
> AFRINIC Ltd. is run by an executive that reports to the Board, and the Board 
> exercises their fiduciary responsibilities to guide the Company. These 
> responsibilities include the areas of sustainability and operational 
> efficiency which also includes the setting of fees. The powers utilised are 
> granted by the bylaws and the companies act.

You mentioned company act here as well ?
> 
> The Board or the executive may ask for comments from the membership or from 
> the community before making decisions, but there is no general requirement