[Community-Discuss] Accountability assessment - quorum

[Arnaud AMELINA]

+1

Le 1 oct. 2016 13:55, "ALAIN AINA" <aalain at trstech.net> a écrit :

> 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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>
>
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