[Community-Discuss] Bylaws changes

[Andrew Alston]

Hi Alan,

I’m kinda on the fence about the changes referred to below.

Historically, we have said that regional representation means that at the time of election, the individual must be domiciled in the region for each he is standing.  Looking at the bylaws, this seems to be a requirement that was introduced through the election guidelines rather than the bylaws (which I have no problem with, but it does need to be made clear)

If we change it to reside in, this cleans this up and it means that should a director relocate outside of the region, he would have to resign and his seat would become vacant (other than in the case of independent directors) – I think that would probably be a good thing, but it does further entrench the concept of regional representation which is the exact thing that we are attempting to change with the other change that says irrespective of the region the director serves the entire continent.  Yes, by the letter of the wording there is no conflict here, but it would seem the spirit of the words conflicts.

At the same time, if we leave it unchanged, it could easily be argued that regional representation is not defined by where an individual is domiciled, but by where his nominators are domiciled.  By the letter of the bylaws, there would be nothing stopping individuals in a particular region nominating an individual to represent their region even if that individual was resident on the other side of the planet.  I almost lean more towards this, since in a true bottom up approach, I feel the electorate should have the right to have whoever they want represent them, provided the individual passes the test of being able to legally serve in that capacity.

Would need to give long and hard thought to this before deciding which side of this debate I fall on ☺

Andrew


On 05/11/2016, 13:36, "Alan Barrett" <alan.barrett at afrinic.net> wrote:

    
    > On 5 Nov 2016, at 00:46, Andrew Alston <Andrew.Alston at liquidtelecom.com> wrote:
    > 
    > Hi Alan,
    >  
    > I believe Point 5 may result in conflict with Article 13.4 that states that directors represent specific regions.  For consistency 13.4 would also need modification.
    
    Perhaps we should change 13.4 to say that the Directors in seats 1 to 6 should “reside in”, not “represent”, the six sub-regions.
    
    Historically, we have had Directors who changed their place of residence after being elected, such that they no longer resided in the relevant sub-region, but they did not resign.
    
    > I believe that section 16 is also in conflict with the companies act.  The companies act specifically states that a director may only be removed in a meeting dedicated to that purpose with that being the only item on the agenda.  So while I have no problem with the community being able to recall a director, it must be through a dedicated meeting and not through the addition of an agenda item at a regular meeting.
    
    I’ll check on that, and make a suitable chaneg if necessary.
    
    Alan Barrett
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