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

Omo Oaiya Omo.Oaiya at wacren.net
Tue Jun 28 13:20:51 UTC 2016

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

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.


>>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.


>>>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.


> >>> 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

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

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:>
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