[Community-Discuss] Bylaws changes

Alan Barrett alan.barrett at afrinic.net
Sun Nov 13 13:42:27 UTC 2016

> On 13 Nov 2016, at 16:31, Noah <noah at neo.co.tz> wrote:
> 2 directors per organisation is not a good idea. 1 director is per organisation is more than enough.

Is there some particular risk that you want to mitigate, or are you simply looking for diversity?

If there is a risk, then please let us know how two directors from the same organisation could conspire together to outvote the other directors.

If you are merely looking for diversity, then as I said in another message, experience and skill are also important and I believe that the voters are quite capable of making such decisions at election time, without being forced by the bylaws.

> Since the CEO will always come from a certain sub-region and some country,  having 2 directors  per sub region would always make that region have 3 directors at any given time.
> Since the CEO is full time director, his country should perhaps only get 1 director at any given time to represent the sub region.
> The CEO country should never have someone run to represent the non geographic since if elected, the board would end up with 3 directors from a single country that is CEO, subregion and non geo.

In my opinion, directors should never “represent” sub-regions, countries, or organisations; they merely reside in sub-regions or countries, and work for organisations.  Once they are appointed or elected, they should act in the best interests of AFRINIC as a whole, not in the narrow interests of their employer, country, or sub-region.

The proposed change number 4 will clarify this:

13.5	[changed first sentence]	One Director shall be chosen from each of the following six sub-regions of Africa, as indicated below:
(i) Northern Africa (seat 1);
(ii) Western Africa (seat 2);
(iii) Indian Ocean (seat 3);
(iv) Central Africa (seat 4);
(v) Southern Africa (seat 5); and
(vi) Eastern Africa (seat 6).

13.6	[new article to be inserted]		Notwithstanding the regional criterion of elections of Directors for seats 1 to 6 (both inclusive) as specified in Article 13.4(i) and 13.5, all Directors so elected, shall exercise their powers in accordance with the Act and always act in good faith and solely in the best interests of the company.

Alan Barrett

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