[Community-Discuss] Bylaws changes

Owen DeLong owen at delong.com
Mon Nov 7 00:21:59 UTC 2016

> On Nov 5, 2016, at 00:01 , Alan Barrett <alan.barrett at afrinic.net> wrote:
>> On 5 Nov 2016, at 08:54, Owen DeLong <owen at delong.com> wrote:
>> The “insertion” method described in point 5 is certainly confusing to integrate in one’s head with the changes proposed in point 4.
> I intended to make 4 and 5 independent, so 4 could pass even if 5 fails.  I’ll try to find a better way of doing that.

Perhaps instead of specific numbers in each case, text which makes clear the intended sequence and the use of alphabetic sequence indicators to be replaced by appropriate numbers upon implementation?

>> While I have no vote in these matters, I will state my continued objection to term limits. If the membership does not want a director to remain, they are perfectly capable of removing that director from his office at the end of his term by simply electing someone else.
>> Term limits deprive the voters of choice. They cause at least as much damage as they do good in the vast majority of cases.
> I understand, and I still don’t see rough agreement on whether or not there should be a limit, or what the limit should be.

As I understand it, absent consensus (or at least majority vote), status quo is the result. Further, AIUI, status quo is no term limits. Personally I am fine with that outcome. Those that wish to change things have the burden to convince a sufficient fraction of the eligible voters otherwise.

>> On the other hand, I do support the limit on the number of directors from a common organization and believe that 2 is a reasonable number with the current composition of the board. It may be worth expressing this rather than as a hard number, as a fraction of the board in order to avoid a dangling dependency that doesn’t get corrected should the makeup of the board (number of members, etc.) be changed in a way that affects this consideration.
> I thnk that a fixed number “2” would still be fine even if the number of elected members increased from 8 to 50, or decreased from 8 to 4.  Perhaps not if it decreased to 3, but I don’t think it’s worth worrying about that unlikely possibility.

I would argue that with a decrease to 4, it might be desirable to set that limit at 1.

OTOH, if it increased to 50, then I would not be so concerned if 3, 4, or even as many as 8 came from a single organization.

>> In the case of 13.8(c), I would not be opposed to reducing this provision to 1.
> No more than one from any particular country?  I’d be fine with that.  Let’s hear more opinions.
>> However, if 13.8 is to be implemented, there must be a mechanism defined for the priority, order of operations, and precedence involved as well as the procedure for resolving any conflicts between the election result and this provision.
> When there’s an election, it’s usually clear whether or not winning the election would violate one of the per-company, per-subregion, or per-country quota limits, but multiple simultaneous elections could cause confusion.  Do we need to legislate an order of priority, such as elections for regional seats 1 to 6 take priority over elections for non-regional seats 7 and 8 when deciding which winner should be disqualified on grounds of violating one of the quota limits?
> When an elected Director changes their employment or place of residence, such that these limits are violated, then somebody has to resign, but is it the one who is moving, or the one who was already there?  I don’t see a need to legislate this.

If you do not legislate it, then what do you do when it comes up? In my experience, AfriNIC has a history of wasting substantial time and energy on dealing with situations not properly accounted for in its election procedures and/or open questions such as this when triggered.

As such, I’d much rather see a policy considered by the community and adopted than a “we’ll make it up as we go along if it becomes necessary” approach.

>> At the end of 13.8, I think the phrasing “For the avoidance of doubt, the limitations enumerated in the above paragraph shall not apply to the CEO.” creates more doubt than it avoids.
> I agree.  I’ll find better wording.

Sounds like I failed to do so, but at least I tried. ;-)

>> Point 8, I believe this should be made broader to cover not only transactions with the company, but also any other potential conflict of interest such as being affiliated with an organization which may substantially or disproportionately benefit from a particular policy proposal in front of the board for ratification, etc.
>> Perhaps:
>> 15.6	A director of the company shall, where he has a potential conflict of interest in any item brought before the board, disclose such conflict to the board. Said director shall recuse himself from voting on any such matter before the board where a conflict exists.
> The term “transaction” is intended to refer to anything that the Board does (not only financial transactions), but I prefer your wording (“any item” instead of “transaction”).

More than just the term transaction, there was the wording that implied it was a transaction between the specific board member and the company rather than any particular agenda item before the entire board, but sounds like we are on the same page at this point anyway, so I think that’s good.

>> Point 10, I would suggest limiting the reappointment term not to the full term of re-election, but rather, until the next general meeting of the membership where directors are to be appointed. I realize this is a change from current existing practice, but I believe it to be a more appropriate course of action in the event that a qualified candidate is not found in time for the election as it will help to reduce the duration of incumbency through apathy.
> So, if there is no suitable replacement candidate, then the incumbent gets a one-year extension, not a three-year extension.  I like that, and I might be able to find suitable wording.

Well, it would be one year unless a special general meeting were called prior to the AGM, in which case, it might be even shorter as I have proposed it.

>> Point 11, No objection, except that I believe that the ability of the board to serve as a check and balance on the nominating committee for compliance with the proposed provisions of 13.8 may be worth preserving. I do not believe the board should generally be able to “edit” the slate of candidates.
> NomCom reports to the Board, which I think is sufficient.

I’ll defer to your and Ashok’s greater expertise in interpreting such things in the context of Mauritian law.

>> Point 13, No objection, but a concern that the determination of “endorsement” is left open to interpretation. Is that a majority vote of those present in the PPM? The determination of the PDWG co-chairs after the PPM as to whether endorsement was achieved? Some other criteria? I believe here, especially, we should be quite explicit in defining the process to be followed and the mechanism by which endorsement is given, or, most importantly, withheld.
> The vagueness was already present.

This isn’t a surprise. However, I think taking this opportunity to remove that vagueness is worth consideration at least.

> I think that community endorsement of policy created by the Board should require majority consent.  Perhaps reversing a Board decision on resource policy should require a vote by the Members?

So if I understand what you are proposing here, it would go to the PDWG meeting, where the community would vote on it. Majority of those who happen to be in the room would uphold the board’s decision. Absent that, it would then subsequently go to a vote of the membership requiring a majority of the membership to vote against it in order to reverse the board’s decision. To me, this presents multiple possible outcomes:

	1.	Community endorses — Everything is fine, board decision stands.
	2.	Community rejects, membership does not reject — Unclear what happens, I presume board decision stands?
	3.	Community rejects, membership rejects — Board decision is? { Remanded to board for revision, Overturned, Rescinded pending corrective action by the board }?

Also, over what period is the membership election held if necessary? How is voting handled in such case (mechanics)?

Not trying to be argumentative here, just thinking through the potential outcomes and thinking somewhat aloud in hopes of getting input from other stakeholders.

I would propose that for any such action, judging strictly by vote of those present in the PDWG meeting or members present at the General meeting isn’t entirely good. I’d prefer to see the issue include input from the PDWG mailing list, and, if applicable, the members-discuss and/or afrinic-discuss mailing lists as well.

I’d like to see policies brought forth this way subjected to the same standard for consensus as policies developed through the normal process, the only difference being that these policies have a presumption of consensus by board fiat until that presumption is falsified by the PDWG upon verification of that falsification by the PDWG co-chairs.

>> Pont 14, Suggest instead of a 2 month notice period, require presentation at a PPM and on the appropriate -discuss mailing list(s) followed by a 60 day comment period thereafter.
> I think you misunderstood the proposal.  The proposal is that (1) the Board discusses  proposed fee changes with the community, for an unspecified time period; (2) the Board finalises the fee changes; (3) there is at least 60 days notice before the fee changes go into effect.

You are correct, I did misunderstand, as that’s not what I remember reading in the proposal.

I’m fine with what you state above so long as there is a specification that step 1 be for a minimum of 60 days and include discussion at one or more PPMs.


> Alan Barrett
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