[Community-Discuss] Bylaws changes

[Benjamin Eshun]

Dear Alan,

A good idea is a good idea.  What we need to prevent is give the appearance
that we are giving undue advantage to certain individuals because they are
members of the Board. For a better management of Conflict of Interest (COI)
for Directors, there should be included in the by-laws, a mandate for the
board to adopt a conflict of interest policy which must define how the
Board should handle COI in detail.

regards,

Benjamin

On Sun, Nov 13, 2016 at 6:07 AM, Alan Barrett <alan.barrett at afrinic.net>
wrote:

>
> > On 13 Nov 2016, at 09:44, Badru Ntege <badru.ntege at nftconsult.com>
> wrote:
> > Its usually good practice for the member not to participate in the issue
> at all and at times they are not even in the room.  I tend to prefer the
> option where the conflicted member is not involved at all in the discussion.
>
> Yes, that is usually a good idea, but it’s sometimes a bad idea, so it
> should not be forced in every case.  Perhaps the remaining members of the
> Baord could be given the choice, like this:
>
> [15.6 or other new number for new article]      A director of the company
> shall, where he/she has a potential conflict of interest in any matter
> brought before the Board, disclose such potential conflict to the Board.
> Said Director shall recuse himself/herself from voting on any such matter
> before the Board where a conflict exists.  The remaining members of the
> Board may decide that the conflicted Director should also be excluded from
> discussion of the matter.
>
>
> Alan Barrett
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>
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