[Community-Discuss] Accountability assessment - quorum

[ALAIN AINA]

Hello All,

It is deplorable that this thread on proxy went in a such chaotic mode and one had the impression that people were talking without listening to each other.

We have had so many times, discussions around AFRINIC Ltd(the company) and AFRINIC (the community), Bylaws vs Act, etc…. These threads can be found in the archives.

The  most recent i could find is at  https://lists.afrinic.net/pipermail/community-discuss/2016-July/000432.html

Beside the requirements of the Act and Mauritius laws, this community  has adopted rules and given rights to non “registered members” and “the Community” to suit the community needs through the bylaws.

Ashok’s response was not meant for the public and so i won’t comment or refer to it, but It is clear that the proxy limitation for elections was a "community decision" to accommodate a situation and shall be treated as such.

One would expect the debate to stay at the community level and not involve the Act. The community to discuss and agree on how to manage this issue.

Referring to the Act beyond what its applied to “Registered members” seems inappropriate and  can lead to questioning  may other things…

1- Since “Resource members” are not recognised by the Act, why is the rules on proxy towards them subject to the Act ?

2- if we were to amend to comply to the Act, will this not only applied to the “Registered members”?

3- what is the meaning of the rights given to the “resource members” by the bylaws ?


Furthermore, if we go back to the original discussion of amending the bylaws to improve the accountability:
 
- who is being accountable to who ?

- what powers does the "registered members" have over the organisation beyond electing the directors to become “Registered members” ?

If i take my favorite example, point 11 of the assessment document(see below),how will amending the bylaws as suggested below will prevent the “Registered members”  from unilaterally amending the bylaws at 75% of votes among them as this would be by powers reserved  to the members, the “registered members” by the Act ?
========
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.
===========

All of these said, i suggest that we continue the discussions on the proxy and the general accountability improvement in the spirit of  AFRINIC, the Community.  The GC shall lead future discussion on AFRINIC legal status to fix this to the end.

Hope this helps

Bon weekend

—Alain





> On Sep 30, 2016, at 4:24 PM, Alan Barrett <alan.barrett at afrinic.net> wrote:
> 
> Hi Ashok,
> 
>> On 30 Sep 2016, at 15:27, Ashok Radhakissoon <ashok at afrinic.net> wrote:
>> 
>> Dear Alan,
>> I am only replying to you on this as I advise the Board only.It is only during an AGMM, when called upon, that i intervene.
> 
> Actually, you replied to the mailing list, but no harm done.  I am also replying to the mailing list, and I have asked for the mailing list configuration to be changed so that it does not automatically add a “Reply-To” header in future.
> 
>> You are right in stating that the Company's Act takes precedence over the bylaws.
>> I recall that after the Cairo election, the Community felt that bringing a substantial number of proxies especially from a particular region where AFRINIC membership was dense could not from a "community " perspective give the best representation for the Africa regions.This is why the limitation of the number of proxies was introduced and voted by the community.
>> This provision of the bylaws would in no way withstand legal challenge as suggested by
>> Andrew.
> 
> Thank you for the advice.  I suggest that the limit on pnumber of proxies should be removed.
> 
> Alan Barrett
> 
> 
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