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

Thu Jun 30 08:29:41 UTC 2016

I think these amendments are reasonable and would contribute to the
improvement of AfriNIC's governance. I support them.

Boubakar

On Wed, Jun 29, 2016 at 12:04 PM, ALAIN AINA <aalain at trstech.net> wrote:

>
> 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.
> ++++++
>
>
> 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)
> +++++
>
> 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.
> +++++
>
>
> 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.
> +++++++
>
>
> 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.
>
>
> Cheers
>
> —Alain
>
>
>
>
>
>
> 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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