[Community-Discuss] Constitution - Suggestion for Improvements

Badru Ntege badru.ntege at nftconsult.com
Mon Jun 13 02:31:59 UTC 2016

Thanks Mark

I like all your points and I think it's a good list of issues to start with.  Without wanting to straight jacket the board I also think we need to look into the extent of executional rights of the board and also reporting timelines.

Your institutional memory is also very accurate on the issues of associate members which we need to make a final decision around as it has been pending for a long time


Badru Ntege
NFT Consult Ltd

“Vision without execution is hallucination.”
― Thomas A. Edison

On 13 Jun 2016, at 4:43 am, Ali Hussein <ali at hussein.me.ke<mailto:ali at hussein.me.ke>> wrote:


Thank you for this and the backgrounder.

I concur with your thoughts and general direction of your post to improve governance and remove certain ambiguities.

The one thing I'd add is to specifically and without any ambiguity refer certain matters to  the AGM or Special AGM.

Ali Hussein
Hussein & Associates
+254 0713 601113

Twitter: @AliHKassim

Skype: abu-jomo

LinkedIn: http://ke.linkedin.com/in/alihkassim

"Discovery consists in seeing what everyone else has seen and thinking what no one else has thought".  ~ Albert Szent-Györgyi

Sent from my iPad

On 12 Jun 2016, at 4:40 PM, Mark Elkins <mje at posix.co.za<mailto:mje at posix.co.za>> wrote:

To get the ball rolling, I have looked over the "Suggestions for
Improvements" and have provided my thoughts.

Some Background: I was involved before AFRINIC was created. To date
myself, I believe I first met Nii Quaynor at an I-Net conference in San
Jose, 22-25 June 1999, where the issue of an African RIR was discussed.
I have since then supported first the idea of an African RIR and since
its creation, AFRINIC itself. My name can be found in AFRINIC's founding
documents of support. I attended both pre-AFRINIC and some of the early
AFRINIC meetings.
I have physically attended every AFRINIC meeting since Maputo and had
the privilege of being an AFRINIC Board Member for six of those years. I
am or have been on a number of other Boards as well and am a member of
the Institute of Directors in Southern Africa (IoDSA).

1. Lack of clarity on whether or not Associate Members may vote: The
Bylaws section 7.2(i) gives Members (presumably including Associate
Members) the power to elect Directors; 7.4 states that Associate Members
are observers at meetings (which may be interpreted to remove other
rights); 7.5 lists a few rights of Associate Members (which may be
interpreted to remove other rights); 7.6 gives certain rights to
Registered Members and Resource Members (clearly excluding Associate
Members) and these rights include the right to vote on certain special
and ordinary resolutions; 13.7(i) states that Directors are elected
by Resource Members and Registered Members. It is clear that the rights
in 7.6 are not granted to Associate Members, but there is a ​conflict
between 7.2(i) and 13.7(i) on whether or not Associate Members may vote​
in elections for Directors. This conflict must be resolved one way or
We need to decide whether or not Associate Members should vote, and
modify the Bylaws to give effect to that decision.

I was involved in some of the rewriting of the Bylaws although not
listed as one of the "Bylaw review committee". We knew that the process
would be imperfect and that further changes would be necessary to fix
inconsistencies. We also introduced (in an imperfect way) the concept of
an Associate Members. This was both to include "Individual Membership"
(I believe that Alan Barrett, Randy Bush and I were all Individual
Members - and held at that time the right to Vote) and to provide a
place for interested organisations such as Regulators who had no need of
numbering resources. This is why there is a multiple fee structure for
Associated Members. However, there was a fear that this could be used
for "Board Capture" in that it would be possible to quickly create a
number of Associate members in order to Vote in a particular way.
Talking to Adiel, he felt that one way to overcome this problem was to
delay an Associate Members right to exercise their Vote for the first year.
There are (were) currently only three Associate members and I am one.
Out of the large numbers of Resource members - there would be no harm in
allowing Associative members to vote. There may otherwise be no value in
even having this membership category.

I thus propose that the ByLaws be updated/corrected to reflect that
Associate Members can Vote in General Elections, but only after one
calendar year of Membership.


2. Interchangeable use of the terms “Bylaw” or “Bylaws” and
“Constitution”: The Mauritian Companies Act refers to a “Constitution”
of a company, but AFRINIC sometimes refers to the document as the Bylaws
and sometimes as the 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​.

I agree with Alan's suggestion that both terms are currently (possibly
incorrectly)  used interchangeably and a clause could be added to
reflect this.

My thoughts:
   Constitution ==> "Big" vague stuff
   Bylaws ==> "Detailed" day-to-day stuff

Of course, the opening words in the Bylaw booklet includes:

AfriNIC Bylaws


1.1  In this Constitution,

-and further below-

Constitution: This constitution, as amended from time to time in
accordance with the Act.

I'm still a bit confused between the two - which seem to be one at AFRINIC.


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.

I Agree.


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.

We used to have a Term Limit (of two years). It was removed in the last
re-write. This allows the Board to potentially have and keep
institutional memory (help not make the same mistakes again). This seems
to work just fine in at least the RIPE region - which we in our systems
probably resemble the most.
Membership can I believe adequately decide when a person should no
longer stand by not voting for them any more.


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.

I believe we should add such a limit and I would propose that the limit
should be Two (2). Two directors out of nine can not surly be considered
as capture.


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.

Neither should they represent their Company or any other institution or
I agree.


7. Conflict of interest: Consider adding a requirement for Directors to
disclose any conflict of interest, and to ​recluse themselves from
voting on any matter where they have a conflict of interest.

This is Standard Practise in many Boards, we should follow the same route.
I agree.


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.

I'm having difficulty seeing where this would occur in the above example
but the concept makes for good governance practise.
I agree.


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​.

I agree.


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 super-majority​ of two thirds of the Board to
disapprove any nomination.

I agree.


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.

I agree


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.

I agree

Mark James ELKINS  -  Posix Systems - (South) Africa
mje at posix.co.za<mailto:mje at posix.co.za>       Tel: +27.128070590  Cell: +27.826010496
For fast, reliable, low cost Internet in ZA: https://ftth.posix.co.za

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