[Community-Discuss] [members-discuss] Accountability assessment

Tue Jul 5 11:27:04 UTC 2016

2016-06-29 12:04 GMT+00:00 ALAIN AINA <aalain at trstech.net>:

>
> Hello,
>
> Other points we may want to consider. See below:
>
> 1- Amend 4.2 to add membership consultation and community notification for
> at least 6 months before applying adopted new fees schedule.
>
> "Fees review must be done in consultation with the members and community
> must be notified at least six(6) months before new adopted fees schedule
> takes effect."
>
> ++++++ current
> 4.2 The fees mentioned in Article 4.1 above shall be subject to review
> from time to time by the Board.
> ++++++
>

I support the proposal of Alain. One thing that should not be lost sight
of, the Board was appointed by the community to represent where all
memebres can not be. The board can not under any circumstances take a
decision regarding the community without notice. The board could come to
the community with a proposition and the community can accept or amend.

>
>
> 2- Amend 13.4 to clarify that all directors are elected upon
> recommendations by NOMCOM, while keep the competency requirements for the
> non regional.
>
> +++++ current
> 13.4 The Board shall comprise of nine (9) Directors appointed as follows:
>
> (i) Six Directors elected by the Annual General Member Meeting called
> under Article 11.1 of this Constitution to represent each of the regions
> listed in Article 13.5; (Seats 1 to 6)
>
> (ii) Two Directors elected by the Annual General Member Meeting called
> under Article 11.1 upon the recommendation of the NomCom based on their
> competencies and not their regional representation; and (Seats 7 and 8)
>
> (iii) The Chief Executive Officer. (Seat 9)
> +++++
>

I support this amendement too.

>
> 3-   Amend  14 to add provisions for director recall by the membership :
>
> - Process starts by petition of minimum 10% of the total membership
> - Challenged director given opportunity to address the community
> - Recall approved by 75% of the votes
>
> ++++ current
> 14 REMOVAL OF DIRECTORS
>
> 14.1 A Director shall hold office until:
>
> (i) his term of office expires, without prejudice to Article 13;
>
> (ii) he/she signs a written notice of resignation and delivers it to the
> address for service on the Company, which notice shall be effective when it
> is received at that address or at such later time as may be specified in
> the notice;
>
> (iii) he/she is removed by the affirmative vote of two-thirds of all other
> Directors;
>
> (iv) he/she otherwise ceases to be a Director pursuant to Section 139 of
> the Act; or
>
> (v) the Director being the Chief Executive Officer, on the Board
> terminating his employment as Chief Executive Officer.
> +++++
>
> I support this proposal, however, I propose the minimum to 20%, which is
reasonable, Afrinic is not a single local association, it is a continental
institution ...

>
> 4-  Amend 12.10 (ii)   to set the quorum at 10% of the total membership
> either present physically or remotely
>
>
> +++++++ current
> 12.10 Quorum.
>
> (ii) The quorum for an Annual General Member meeting shall be composed of
> minimum of ten (10) members in person comprising:
>
> a) Four (4) Directors elected to represent a region;
>
> b) One (1) Director elected on a non-regional criterion; and
>
> c) Five (5) Resource Members.
> +++++++
>

I support this proposal, however, I increase the minimum to 20%, which is
reasonable, Afrinic is not a single local association, it is a continental
institution ...

>
> 5- Amend 12.11 to set  minimum number of votes. For all vote, a minimum of
> votes from 10% of the total eligible voters required.
>
>
> I support this proposal, but, I proose 20%, which is reasonable, Afrinic is
not a single local association, it is a continental institution ...

> Cheers
>
> —Alain
>
> Best Regards

Arnaud.

>
>
>
>
>
> On Jun 28, 2016, at 5:20 PM, Omo Oaiya <Omo.Oaiya at wacren.net> wrote:
>
>
>
> On 10 June 2016 at 11:18, Alan Barrett <alan.barrett at afrinic.net> wrote:
>
>> Arising from a review of AFRINIC’s Bylaws and other documents, several
>> potential areas for improvement were identified.
>>
>> The attached document was presented to the AFRINIC Membership and the
>> community during the AGMM in Gaborone, Botswana, on 9 June 2016.
>>
>> I invite the community and the membership to comment on these
>> suggestions, or any other areas where the Bylaws could be improved.
>> Comments should be sent to the community-discuss at afrinic.net mailing
>> list.  In due course, Bylaws changes will be drafted to implement the
>> suggestions (and additional points that might be identified).
>>
>> Alan Barrett
>> CEO, AFRINIC
>>
>>
>
> Thanks Alan.  Comments below
>
>
> >>>1 ......  but there is a conflict between 7.2(i) and 13.7(i) on whether
>> or not Associate Members may vote in elections forDirectors. This conflict
>> must be resolved one way or another.
>> We need to decide whether or not Associate Members should vote, and
>> modify the Bylaws to give effect to that decision
>
>
> Just a matter of ambiguity in the statement in 7.2(i) to straighten out.
> The bylaws are consistent.  Registered and Resource members vote. Associate
> members observe.
>
>
> >>>2.  Interchangeable use of the terms “Bylaw” or “Bylaws” and
>> “Constitution”:...... Suggest adding a clause 1.3 to clarify that this
>> document may be referred to by the term “Bylaws” or “Constitution”, and is
>> intended to serve the function of the Constitution in terms of the
>> Companies Act of Mauritius.
>
>
> Supported
>
>
> >>3- Clarification that all Registered Members in terms of Bylaws 6.3, and
>> only such Registered Members, must be registered in terms of the Companies
>> Act as members of the company.
>
>
> Supported but we shall seriously consider moving from this Private company
> model to a more community oriented model, where all members are considered.
>
>
>> >>4 - Term limits: Consider adding a term limit for elected Board members.
>> >> We need to decide whether or not to add a limit, and what the limit
>> should be.
>
>
> Proposal :  One term and at least an election before another nomination
>
>
>> >>> 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.
>
>
>> >>>6- Regional representation: Consider modifying 13.5 to state that
>> Directors must act in the interests of AFRINIC as a whole,regardless of
>> their regional affiliation.
>
>
> Supported
>
> >>>7.  Conflict of interest: Consider adding a requirement for Directors
>> to disclose any conflict of interest, and to recuse themselves from voting
>> on any matter where they have a conflict of interest.
>
>
> Supported.  In addition, the Board must have a Conflict of Interest Policy
> and enforce it.
>
> >>> 8- Separation of powers: Consider adding a requirement that no more
>> than one key position (Board Chair, Vice Chair, Chief Executive Officer,
>> Chief Financial Officer) may be occupied by the same person.
>
>
> Supported
>
>
>> >>> 9- Replacement of Directors: The bylaws sections 13.1, 13.8, 13.10,
>> and 13.14 give  different methods of replacing Directors for  different
>> reasons. Consider  harmonising this.
>
>
> Harmonisation supported but the preferred option should be replacement
> through election at the next AGMM.
>
>
>> >>> 10- Board approval of nominations: The Board can approve or
>> disapprove  nominations for Board elections in terms of the Bylaws section
>> 12.14(i). Consider requiring a supermajority of two thirds of the Board to
>> disapprove any nomination
>
>
> We should remove this approval and strengthen NOMCOM.  NOMCOM composition
> and operation should be reviewed and improved.   We can have the legal
> advisor and past NOMCOM chair as non-voting members and make the
> appointment of the other members by the board more transparent, fair and
> unbiased.
>
> The election timeline also needs to be revisited to allow enough time for
> proper NOMCOM operation.
>
>
> >>>11-  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.
>
>
> Registered members only MUST never amend  the bylaws.  Amendment of Bylaws
> beyond regulatory compliance must require general membership notice and
> consultation.
>
> The proposed amendment should be published not less than 60 days and not
> more than 90 days before with provisions for members to comment online and
> in any meeting held during the consultation
>
>
>> >>>12- Policies introduced by the Board: In terms of the Bylaws section
>> 11.4, the Board may adopt policy changes that did not go through the normal
>> PDP. Consider giving the community the right to reject such policy changes
>> introduced by the Board.
>
>
> Section 11.5 seems to give this right to the community but endorsement may
> be open to misinterpretation so we shall just remove this.  In case of
> emergency, section 8 of PDP on varying the policy process applies.
>
> 11.5:  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.
>
>
>
> Best wishes
>
> --
> Omo Oaiya
> CTO/Directeur Technique, WACREN
> Mobile: +234 808 888 1571 , +221 784 305 224
> Skype: kodion <http:/>
> http://www.wacren.net
>
> <http:/>
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