[Community-Discuss] Accountability assessment - quorum

Fri Sep 30 05:56:26 UTC 2016

@Mark,
Your history may be right, but for purposes of the upcoming Governance Committee elections, it is better to stick with the spirit and letter of the prevailing Board Elections rules (with their limited proxy rules).
Its too late in the day to try and tinker with anything at this stage since whatever 'new' step is introduced, it may be interpreted differently by different members.
walu.

      From: Mark Elkins <mje at posix.co.za>
 To: General Discussions of AFRINIC <community-discuss at afrinic.net> 
 Sent: Friday, September 30, 2016 1:26 AM
 Subject: Re: [Community-Discuss] Accountability assessment - quorum

Perhaps look at some history...

The reason why we have only a few "Registered Members" is that if we
have more than a certain (lowish) number (something like 20?) then the
Mauritian Law would view us differently. Adiel did explain it to us (or
me), different tax category or some other financial reason. So, if not
for Mauritian Law - all "Resource Members" could be "real" Members. Thus
the distinction is for simplification and (I believe) to save some money
or complications. So simplicity dictated that all Board Members (primary
and alternatives at one time) were the "registered" members.

Yet again - the reason Proxy restrictions were introduced is because I
brought quite a few (for the time) proxies to the AFRINIC Cairo meeting.
Restrictions were introduced after that meeting, championed by the CEO.
The restrictions on proxies then became even more restrictive a while later.

Personally, I believe the restrictions should be totally removed. They
are somewhat ineffective and can be worked around. (Don't give me your
proxy - just electronically vote in my favour).

Another more radical thought is to remove proxies completely for the
election process. One has to go through almost the same hoops to
generate a proxy as to vote for a person, so just cast a vote. The two
downsides of e-voting are; early electronic votes may be "lost" by
people withdrawing at the last minute -and- e-voters may only be
concerned about voting for one of the two (or three) positions, unlike
people physically present at the meeting.

The only time the Proxy Restrictions are enforced is for the Board
elections. Traditionally, the elections for the PDP Co-Chair is hands at
the meeting and the elections for the ASO-AC is by secret ballot by
those present.

Obviously - as the Governance Committee election methodology is trying
to closely emulate that of the Board, we can expect the same proxy rules
for now.

My understanding of non-seat voting made at the AGMM for issues like
Auditors remuneration or bylaw changes (etc) is that you can (as in
every other business I know) hold and exercise an unlimited number of
members proxies.

On 29/09/2016 21:03, Alan Barrett wrote:
> 
>> On 29 Sep 2016, at 22:48, Andrew Alston
>> <Andrew.Alston at liquidtelecom.com> wrote: The problem here and this
>> is where it gets murky, by precedent and by what has always been
>> communicated to the members, we effectively treat the members as
>> shareholders. There are numerous instances where this has been
>> stated both on the floor at AGMM’s and in emails.  I would need to
>> find specific examples, but I believe such has even been stated by
>> council.
> 
> I have always tried to be clear on the difference.  What the Act
> calls “Members” or “Shareholders” corresponds, in my view, to what
> AFRINIC calls “Registered Members”.
> 
> We do treat Resource Members a lot like shareholders, in many ways
> that are listed in the Bylaws (mostly in section 7.6), but in cases
> where the Act gives some rights or responsibilities to shareholders
> or members, and the Bylaws are silent on the issue, then I believe
> that only Registered Members are affected by the Act.
> 
>> Now – this may or may not hold legal ground – I am no lawyer and
>> don’t claim to be – but perhaps this opens a wider question – do we
>> consider members to have the same rights as shareholders under the
>> act.  If so, we should probably enshrine this in the bylaws – if
>> not – we should probably have something that clearly delineates the
>> differences.
> 
> I am also not a lawyer.  I worry about unintended consequences of
> explicitly giving Resource Members all the powers of shareholders,
> and would want carefully considered legal advice before we do
> anything like that.
> 
>> Again – if members are considered in terms of the bylaws as
>> shareholders – the proxy limitation becomes invalid under that
>> interpretation.
> 
> I see some support for removing the proxy limitation.
> 
>> If we do not consider them as such in terms of the bylaws – it
>> creates another problem – there are various parts of the companies
>> that are very explicit in the rights that are assigned *only* to
>> shareholders – and at that point we have to be consistent in our
>> approach.  We can’t pick and choose here.
> 
> My belief is that we have been consistent: the rights assigned by the
> Act to shareholders apply only to Registered Members, unless the
> Bylaws also assign those rights to other categories of members.
> 
> Alan Barrett
> 
> 
> 
> 
> 
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-- 
Mark James ELKINS  -  Posix Systems - (South) Africa
mje at posix.co.za      Tel: +27.128070590  Cell: +27.826010496
For fast, reliable, low cost Internet in ZA: https://ftth.posix.co.za

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