[Community-Discuss] [members-discuss] Accountability assessment - bylaws changes

Wed Sep 21 07:47:50 UTC 2016

This is what I see -

- CEO alone (an interested party) essentially doing the accountability
review if he is collating and interpreting the online comment
- claims of off-list inputs which should just never happen unless under
clear and communicated procedure

I have worked with other non-profits and observed many.  The most common
way for non-profits to do a bylaws review is a committee composed of folks
who represent a full cross-section of the community.

-Omo

On 21 September 2016 at 09:01, Seun Ojedeji <seun.ojedeji at gmail.com> wrote:

> Dear all,
>
> I do have a few comments as an individual and resource member:
>
> 1. What I understand staff is doing at the moment is trying to get the
> community's views on the possible changes to the bylaw as reflected in the
> document shared which I expect would have been what the committee would do
> as well. I would be strongly opposed to a committee that doesn't engage the
> community in a manner currently done.
>
> 2. A few number of comments has been made indicating addition of new
> changes to the list presented by staff and I expect that those will be
> included as well.
>
> 3. Where consensus comes in here is to determine whether a particular
> modification to the bylaw should even be presented on the floor in the
> first place. This stage gives opportunity for the community who don't fall
> within the "registered and resource members" category to raise their views
> and hopefully it would convince those who have the approval rights(as per
> current bylaw) to nod.
>
> 4. At the meeting, I expect that each changes proposed would be presented
> as a septate package and not as a whole. However, in other to maximise our
> time at the meeting, it may be good for those that seem to have
> overwhelming community view against not to be presented(i.e those without
> consensus). Nevertheless, if there are some part of the community who feel
> strongly to include it then i think it should be included as such inclusion
> doesn't imply approval afterall
>
> Regards
> Sent from my LG G4
> Kindly excuse brevity and typos
>
> On 21 Sep 2016 5:09 a.m., "Andrew Alston" <Andrew.Alston at liquidtelecom.com>
> wrote:
>
>> ➢ Not sure.  We did a bylaws review in 2012 and the approach did work
>> smoothly
>>
>> You are correct Alain, we did.  Except – well, somethings changed – the
>> bylaws.
>>
>> Under the *current* bylaws, you can’t do a review and change them without
>> a super majority vote.  Under the old bylaws, well, I can’t remember
>> exactly what they said, but I can tell you quite categorically that there
>> was no super majority vote to bring the current ones into existence – I
>> hope I am correct in saying, this was because it wasn’t required under
>> those bylaws not that it was simply neglected.  I know for a fact though
>> that such a vote did not occur – because such a vote requires notice issued
>> to the community under specific time frames in the context of a members
>> meeting, and all the voting mechanisms that are needed to hold such a vote.
>>
>> So – what worked to change the old bylaws, is not relevant under the
>> legal constraints we committed ourselves to the day the current bylaws took
>> effect.  Under the change you reference, a committee could get together,
>> gather ideas, formulate them into a new draft, propose it, and consensus
>> could actually take you to the new bylaws.  That is simply not allowed
>> under the current bylaws.
>>
>> Let us look for a second at what the current bylaws say:
>>
>> Firstly – under definitions – special resolution is defined as “A
>> resolution approved by a majority of 75 percent of the votes of those
>> members entitled to vote and voting on the question”
>> Secondly – under section 7 (powers of members), sub-section 6.vi –
>> “consider and approve by Special Resolution, if appropriate, proposals for
>> the revocation, amendment or replacement of this Constitution”
>> Thirdly – under section 12.14 (Member proposals) – subsection ii, “A
>> member may give written notice to the Board of a matter which the Member
>> proposes to raise for discussion or resolution at the next Annual General
>> Member Meeting called under Article 11.1 of this Constitution at which the
>> member is entitled to vote”
>>
>> (Rest of the provisions of clause 12.14 go on to define the time lines
>> for proposals and the mechanism by which it works).
>>
>> So – in my non-legal laymans view – what this says is.
>>
>> A.) You need a super majority to change the bylaws – this cannot be a
>> decision of a committee.  (Combination of section 7 clauses cited and
>> definitions clause cited)
>> B.) Changes to the bylaws need to be formally put before an AGMM by a
>> *member*, not a committee – that is not to say that a committee, either
>> formed formally by AfriNIC or created in some other manner, could not give
>> their proposals to a member to put to the floor – but the proposals have to
>> be submitted formally through the procedures defined in section 12.14.
>>
>> None of this was really the case under the old bylaws – it is now the
>> rules – so again, I ask you, in the context of the above, what’s the point
>> of the committee?  What’s the point of consensus in this context - other
>> than to judge if putting something before the floor has a hope of achieving
>> the number of votes actually necessary to pass (and this is a VERY valid
>> use of consensus, as a gauge, but it is not more than that)
>>
>> To close what I’ve said above, let me end with two quotes
>>
>>  “If we are to survive, we must have ideas, vision, and courage.  These
>> things are rarely produced by committees.  Everything that matters in our
>> intellectual and moral life begins with an individual confronting his own
>> mind and conscience in a room by himself” - Arthur M. Schlesinger, Jr.
>>
>> “It is necessary to get a lot of men together, for the show of things,
>> otherwise the world will not believe.  That is the meaning of committees.
>> But the real work must always be done by one or two men” – Anthony Trollope.
>>
>> (Btw, the second of those quotes – it may be true that people want the
>> show of things – and if that is what this committee will be – a charade –
>> so be it – but let’s not lose site of the fact that bylaw changes have to
>> be put to the floor by individual members)
>>
>> Andrew
>>
>>
>>
>>
>> From: Arnaud AMELINA <amelnaud at gmail.com>
>> Reply-To: General Discussions of AFRINIC <community-discuss at afrinic.net>
>> Date: Monday, 19 September 2016 at 22:14
>> To: General Discussions of AFRINIC <community-discuss at afrinic.net>
>> Cc: "members-discuss at afrinic.net" <members-discuss at afrinic.net>
>> Subject: Re: [Community-Discuss] [members-discuss] Accountability
>> assessment - bylaws changes
>>
>> +1 @Alain
>> Regards
>> Arnaud
>>
>> 2016-09-19 19:56 GMT+00:00 ALAIN AINA <Alain.Aina at wacren.net>:
>> Hi,
>>
>> Let’s fix the process and better organise this critical review of the
>> bylawsl. I do support the idea of a committee .
>>
>> —Alain
>>
>>
>> On Sep 19, 2016, at 4:25 PM, Bope Domilongo Christian <
>> christianbope at gmail.com> wrote:
>>
>> Dear CEO,
>> [speaking as a member of the community]
>> Following last week discussion on the accountability review and others
>> points raised by the community which was not in your original document,
>> here my response.
>>
>> 1.  On the Accountability Review.
>> This review is from an independent AFRINIC's accountability review which
>> identified areas need to be improved. Improving RIR accountability is very
>> important in this context of IANA stewardship transition where the
>> community will be exercising important role in the oversight of the IANA
>> functions.
>> So it is very crucial that the community gives this discussion the
>> required attention and the consensual approach is more needed.
>> It will be unfortunate if we did not follow these important improvements
>> due to lack of consensus.
>> 2. on the Process
>> It was expected that the community discuss, express view and concern
>> thereafter the Leadership will do his best effort to build consensus.
>> Consensus here is strictly in the sense of RIR practices mean The Rough
>> Consensus Model [1].
>> Ideally, people shall be encourage to comment on the list for the sake of
>> archive and off list contribution should be discouraged and not accepted.
>> That why some members of the community suggested the creation of a
>> committee to lead the process.
>>
>> 3. On the discussion.
>> Community has expressed views on each points. As expected there were
>> convergences and divergences. For example, points 3,4, 5 had active and
>> intensive discussions while reading may sound like profound disagreement.
>> We shall now entire to the consensus building mode by opening the
>> disagreement views and addressing one by one then we'll build ROUGH
>> CONSENSUS.
>> Another example, on point 11, there was no objection, but some
>> suggestions even propose more such as "Registered Members only MUST never
>> amend the bylaws, ..." and The proposed amendment should be published not
>> less than 60 days and not more than 90 days before, with the provisions for
>> more members to comment online and in any meeting held during the
>> consultation period"
>> 4. On the other points.
>> Beyond the 12 points, some areas of improvements were suggested.
>> For example, https://lists.afrinic.net/pipermail/community-
>> discuss/2016-June/000350.html lists some of the points
>> [1] https://www.nro.net/about-the-nro/rir-accountability on section 1.4
>>
>> Regards,
>> Bope
>>
>> On 19 September 2016 at 17:03, Andrew Alston <
>> Andrew.Alston at liquidtelecom.com> wrote:
>> I agree with the sentiments as echoed by Boubakar below.
>>
>> Thanks
>>
>> Andrew
>>
>>
>> From: Mike Silber <silber.mike at gmail.com>
>> Reply-To: General Discussions of AFRINIC <community-discuss at afrinic.net>
>> Date: Monday, 19 September 2016 at 10:39
>> To: General Discussions of AFRINIC <community-discuss at afrinic.net>
>> Cc: "members-discuss at afrinic.net" <members-discuss at afrinic.net>
>> Subject: Re: [Community-Discuss] Accountability assessment - bylaws
>> changes
>>
>>
>> On 18 Sep 2016, at 23:44, Boubakar Barry <Boubakar.Barry at wacren.net>
>> wrote:
>>
>> …
>>
>> We can of course think of advantages we can give to associate members  to
>> acknowledge their commitment and support. But I would not support giving
>> voting rights to associate members. I would rather be for removing this
>> membership category instead.
>>
>> Boubakar +1
>>
>>
>>
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-- 
Omo Oaiya
CTO/Directeur Technique, WACREN
Mobile: +234 808 888 1571 , +221 784 305 224
Skype: kodion
http://www.wacren.net
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