[Community-Discuss] Accountability assessment - bylaws changes

Owen DeLong owen at delong.com
Mon Oct 3 17:48:52 UTC 2016

> On Sep 19, 2016, at 3:08 AM, Alan Barrett <alan.barrett at afrinic.net> wrote:
>> On 19 Sep 2016, at 13:08, Seun Ojedeji <seun.ojedeji at gmail.com> wrote:
>> Hello Alan,
>> One point I observed has not been captured in the summary (which i also suggested), was to limit the Independent Director seat to "at most" one per region at any given time. This will address a possible situation where we end up having 4 directors from a region.
> I don’t think that’s an accountability issue.  Even in the unlikely event that there are four from the same sub-region (regional director, two non-regional directors, and CEO), and that the four conspire together to advance some sort of sub-regional interest that’s against AFRINIC’s interest, the four would still not form a majority of the Board.

They could, however, easily form a majority of quorum at a meeting where two directors are absent and depending on the particular voting rules of the board when 7 members and the CEO are present, possibly even one absence would be sufficient.

> Instead of legislating geographical diversity in the Bylaws, I would prefer to rely on the membership to consider all kinds of diversity when voting.

I agree with this.

> Remember that Bylaws changes need a 75% majority.  Would adding geographical restrictions to the non-geographical seats have enough support to pass?

I’m actually not sure how you would reliably enforce such a provision in a fair and equitable manner. For example, if due to resignation, both non-geographic seats came available at the same time, would you limit to one candidate per region? If not, then what if the vote result had an equal number of votes for two candidates from the same region and they had the most votes? Which candidate would you disqualify in favor of the third-place candidate?


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