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

Wed Sep 21 07:56:30 UTC 2016

Andrew,

Let me now put it in a few bullets:

1-  What worked well and could be implemented is the approach and method. 

2- Nobody is saying a committee  to adopt by itself the amendments to the bylaws. Just to lead and get a consensual proposal in front of those who are entitled  to adopt them. 

3- Yes. lot of changes were made in the current bylaws from the previous. but still… 

Who are  the people entitled to approve change to the bylaws?  

The point 11 of the  accountability assessment document being discussed* answers it. See below

=====================
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.
=================================

That is why i said, in the current legal context, your “Super Majority” could be  “Super Majority of the Registered members only” and these people do not need other members or community inputs or views before acting.

 Engaging  other members and the community is  very good. What people are saying is just to follow the best appropriate approach  for this accountability improvement review of the bylaws.

I hope  this  helps

—Alain

(*)https://lists.afrinic.net/pipermail/community-discuss/2016-June/000263.html

> On Sep 21, 2016, at 8:08 AM, 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 <mailto:amelnaud at gmail.com>>
> Reply-To: General Discussions of AFRINIC <community-discuss at afrinic.net <mailto:community-discuss at afrinic.net>>
> Date: Monday, 19 September 2016 at 22:14
> To: General Discussions of AFRINIC <community-discuss at afrinic.net <mailto:community-discuss at afrinic.net>>
> Cc: "members-discuss at afrinic.net <mailto:members-discuss at afrinic.net>" <members-discuss at afrinic.net <mailto: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 <mailto: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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