[Community-Discuss] Fwd: AFRINIC - Matters Arising

[Sunday Folayan]

-------- Forwarded Message --------
Subject: 	AFRINIC - Matters Arising
Date: 	Fri, 8 Jul 2016 13:10:27 +0100
From: 	Sunday Folayan <sfolayan at gmail.com>
To: 	members-discuss at afrinic.net <members-discuss at afrinic.net>


Dear Members and the Community at large,

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

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.

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.
Because of this, the Bylaws state that only the nine Directors (the
Board) are Registered Members in terms of the Companies Act.  However,
the Bylaws give the broader membership (specifically Resource Members)
almost all of the rights shareholders would enjoy in a normal company.

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.

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 that they do so. Even in cases where the Board or the
executive do not explicitly invite comments, the members or the
community are free to make suggestions. If the members or the community
would like more consultation, they are also free to ask for that.

The Board of Directors is accountable to the Members in that the Members
elect the Board.  The Board is also accountable to the community via the
subset that is the membership base.   Neither the Members nor the
community have power over the day to day operations of the company, and
the Board exercises an oversight function rather than day to day
operational handling.

The Board and the executive note all comments submitted, and may respond
only after they have received due consideration.

Best Regards ...

Sunday Folayan
Chair, AFRINIC Board

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