[Community-Discuss] Fwd: AFRINIC - Matters Arising

[Badru Ntege]

Chair 

Thanks for the input.  

What has seemed to bring this discussion up in my opinion is the use of Mauritian law in some instances in the past by individuals to either circumvent or challenge the bylaws.

There is a need to open dialogue on how the two are aligned to prevent us constantly coming to this issue.

What we also need to separate that changing the jurisdiction if that ends up to be the only way should never be linked to moving the HQ.  I think and feel Mauritius has been a good home for AfriNIC and should continue to be the home.

What we need to then do is look at what would be the ideal registration process for a community “bottom up” entity, and then engage our hosts to see if they are ready to give us that legal dispensation.  

Failing that we can then ask out of our 53 potential regional states which one is prepared to give us that dispensation so we can register in that state.  AfriNIC can then be registered in that country as a legal entity but still maintain its HQ in Mauritius.

My suggestion as had been suggested a few years back a body of community members plus some board members be set up in an adhoc committee to explore this and make recommendations to the community at the next AGMM.  

We need to stop pushing this under the carpet and adress it once and for all.

Regards

BN





On 7/8/16, 3:11 PM, "Sunday Folayan" <sfolayan at gmail.com> wrote:

  
 -------- 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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