From amelnaud at gmail.com  Sat Dec  2 21:31:20 2017
From: amelnaud at gmail.com (Arnaud AMELINA)
Date: Sat, 2 Dec 2017 21:31:20 +0000
Subject: [Community-Discuss] (no subject)
In-Reply-To: <CAGDMR_eTRn1zOhx09Na8_zDRCoSia_cXyARhPiJ8ACkZ1F1tNw@mail.gmail.com>
References: <CAGDMR_enKFNznWmmFnBNPmRrtbXOD2Ue5K3HY7oRNOEQ2HFPrw@mail.gmail.com>
 <CAGDMR_e2vSxQqm_r6NKGouvqxypW6E2NKs+WjLa5VEv=2vORnw@mail.gmail.com>
 <CAGDMR_fcTC2qiuSjBeRZ_qzj+xPL=r31Nx8bM8hTismM=bKd3g@mail.gmail.com>
 <CAGDMR_eTRn1zOhx09Na8_zDRCoSia_cXyARhPiJ8ACkZ1F1tNw@mail.gmail.com>
Message-ID: <CAGDMR_fTyAQw9vAmMegNBZn6xjsZBP2oOjRoZc8AOAowAMorzQ@mail.gmail.com>

Hi Community,

As a frequent afrinic meetings participant, I found AFRINIC27 to be one the
most productive meetings of the recent years.  Good presentations, cordiale
and respectful interactions with  focus  on issues in meeting rooms and
aside.

I congrats the community, AfriNIC staff, CEO and the Board and hope to see
more of such meetings...

Regards

Arnaud
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From amelnaud at gmail.com  Sat Dec  2 21:38:11 2017
From: amelnaud at gmail.com (Arnaud AMELINA)
Date: Sat, 2 Dec 2017 21:38:11 +0000
Subject: [Community-Discuss] How good was Afrinic-27 ?
In-Reply-To: <CAGDMR_c6hCGgegQECmyELChJYGDTO5br=_4kqFTRrfq3Dx37LA@mail.gmail.com>
References: <CAGDMR_c6hCGgegQECmyELChJYGDTO5br=_4kqFTRrfq3Dx37LA@mail.gmail.com>
Message-ID: <CAGDMR_c-ok0CAvzYoEY6g6vUv5js8JnXoxtM3fTjDVy7vZ2FSA@mail.gmail.com>

Hi Community,

As a frequent afrinic meetings participant, I found AFRINIC27 to be one the
most productive meetings of the recent years.  Good presentations, cordiale
and respectful interactions with  focus  on issues in meeting rooms and
aside.

I congrats the community, AfriNIC staff, CEO and the Board and hope to see
more of such meetings...

Regards

Arnaud
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From kmw.elitcha at gmail.com  Sat Dec  2 21:48:49 2017
From: kmw.elitcha at gmail.com (Komi Elitcha)
Date: Sat, 2 Dec 2017 21:48:49 +0000
Subject: [Community-Discuss] How good was Afrinic-27 ?
In-Reply-To: <CAGDMR_c-ok0CAvzYoEY6g6vUv5js8JnXoxtM3fTjDVy7vZ2FSA@mail.gmail.com>
References: <CAGDMR_c6hCGgegQECmyELChJYGDTO5br=_4kqFTRrfq3Dx37LA@mail.gmail.com>
 <CAGDMR_c-ok0CAvzYoEY6g6vUv5js8JnXoxtM3fTjDVy7vZ2FSA@mail.gmail.com>
Message-ID: <CAN0q0kHXWN9HS0ZUijegNuUNjgcQ2Hh8xNkEH87-b2mrf_-LCg@mail.gmail.com>

+1 @Arnaud, remote participation was perfect as well as online streaming.
Kudos Nira!!! and all the orgnaizers.

2017-12-02 21:38 GMT+00:00 Arnaud AMELINA <amelnaud at gmail.com>:

> Hi Community,
>
> As a frequent afrinic meetings participant, I found AFRINIC27 to be one
> the most productive meetings of the recent years.  Good presentations,
> cordiale and respectful interactions with  focus  on issues in meeting
> rooms and aside.
>
> I congrats the community, AfriNIC staff, CEO and the Board and hope to see
> more of such meetings...
>
> Regards
>
> Arnaud
>
>
> _______________________________________________
> Community-Discuss mailing list
> Community-Discuss at afrinic.net
> https://lists.afrinic.net/mailman/listinfo/community-discuss
>
>


-- 
--Komi
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From faithafia at gmail.com  Sat Dec  2 22:46:56 2017
From: faithafia at gmail.com (afia faith)
Date: Sat, 02 Dec 2017 22:46:56 +0000
Subject: [Community-Discuss] [rpd] How good was Afrinic-27 ?
Message-ID: <CAAp+Vo0b8icqYsYjQWMOEjhWEzp7gvtF5eWxac0ie3YMY1wGtg@mail.gmail.com>

Hello Community,

As a new comer and a Fellow for Afrinic-27, I can say that I do enjoy the
presentation, the discussions and the interaction. It was a great
experience. The event was well organized and nobody was left out. Thank you
team Afrinic and everyone who contributed to this event. I hope the coming
year, we will go more stronger and we will  have more delegates.

Regards,
Afi.
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From akin.akinfenwa at uniosun.edu.ng  Sun Dec  3 07:13:57 2017
From: akin.akinfenwa at uniosun.edu.ng (Timothy Ola Akinfenwa)
Date: Sun, 3 Dec 2017 08:13:57 +0100
Subject: [Community-Discuss] [rpd] How good was Afrinic-27 ?
In-Reply-To: <CAGDMR_c-ok0CAvzYoEY6g6vUv5js8JnXoxtM3fTjDVy7vZ2FSA@mail.gmail.com>
References: <CAGDMR_c6hCGgegQECmyELChJYGDTO5br=_4kqFTRrfq3Dx37LA@mail.gmail.com>
 <CAGDMR_c-ok0CAvzYoEY6g6vUv5js8JnXoxtM3fTjDVy7vZ2FSA@mail.gmail.com>
Message-ID: <CAL1GxKQycueB9vL2X4JdEAX5TB-EszwQxEZjERm=SW-1t474AQ@mail.gmail.com>

+1 Arnaud
I made similar comments during the open mic as well. I think AfriNIC
meetings should hold in Nigeria more often. ?

It was a wonderful experience for me. Kudos to the organisers, sponsors,
AfriNIC Team and the entire community.

Cheers

On Dec 2, 2017 10:40 PM, "Arnaud AMELINA" <amelnaud at gmail.com> wrote:

> Hi Community,
>
> As a frequent afrinic meetings participant, I found AFRINIC27 to be one
> the most productive meetings of the recent years.  Good presentations,
> cordiale and respectful interactions with  focus  on issues in meeting
> rooms and aside.
>
> I congrats the community, AfriNIC staff, CEO and the Board and hope to see
> more of such meetings...
>
> Regards
>
> Arnaud
>
>
> _______________________________________________
> RPD mailing list
> RPD at afrinic.net
> https://lists.afrinic.net/mailman/listinfo/rpd
>
>
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From madomey at hotmail.com  Sun Dec  3 09:23:04 2017
From: madomey at hotmail.com (Marcus K. G. Adomey)
Date: Sun, 3 Dec 2017 09:23:04 +0000
Subject: [Community-Discuss] [rpd] How good was Afrinic-27 ?
In-Reply-To: <CAKH2WqeCjipe21d5kjY70ZH_LLwQmROTLj6Eiztiboj9Vyp2EA@mail.gmail.com>
References: <CAGDMR_c6hCGgegQECmyELChJYGDTO5br=_4kqFTRrfq3Dx37LA@mail.gmail.com>
 <CAGDMR_c-ok0CAvzYoEY6g6vUv5js8JnXoxtM3fTjDVy7vZ2FSA@mail.gmail.com>,
 <CAKH2WqeCjipe21d5kjY70ZH_LLwQmROTLj6Eiztiboj9Vyp2EA@mail.gmail.com>
Message-ID: <AM0PR0602MB3603BAC2C8AFB3709935FAD9B93F0@AM0PR0602MB3603.eurprd06.prod.outlook.com>

Hi Arnauld,

I concur with you. The meeting was well organized, discussions were carried out in the civil manner.

Kudos to the organizers


Marcus




Get Outlook for Android<https://aka.ms/ghei36>

________________________________
From: ALI Hadji Mmadi <alihadji90 at gmail.com>
Sent: Sunday, December 3, 2017 5:16:00 AM
To: Arnaud AMELINA
Cc: General Discussions of AFRINIC; rpd >> AfriNIC Resource Policy
Subject: Re: [rpd] How good was Afrinic-27 ?

+1 ? Arnaud
Internet and venue were the best.
Thanks AfriNIC and Nira.
Ali of Comoros


2017-12-02 22:38 GMT+01:00 Arnaud AMELINA <amelnaud at gmail.com>:
> Hi Community,
>
> As a frequent afrinic meetings participant, I found AFRINIC27 to be one the
> most productive meetings of the recent years.  Good presentations, cordiale
> and respectful interactions with  focus  on issues in meeting rooms and
> aside.
>
> I congrats the community, AfriNIC staff, CEO and the Board and hope to see
> more of such meetings...
>
> Regards
>
> Arnaud
>
>
> _______________________________________________
> RPD mailing list
> RPD at afrinic.net
> https://lists.afrinic.net/mailman/listinfo/rpd
>

_______________________________________________
RPD mailing list
RPD at afrinic.net
https://lists.afrinic.net/mailman/listinfo/rpd
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From nkurunziza1999 at yahoo.fr  Sun Dec  3 11:41:09 2017
From: nkurunziza1999 at yahoo.fr (Jean Paul NKURUNZIZA)
Date: Sun, 3 Dec 2017 11:41:09 +0000 (UTC)
Subject: [Community-Discuss] [rpd] How good was Afrinic-27 ?
References: <113028725.892077.1512301269562.ref@mail.yahoo.com>
Message-ID: <113028725.892077.1512301269562@mail.yahoo.com>

Hi all, 

It's good to hear that Afrinic 27 has been more successfull than  previous ?vents. Congratulations to organisers. 



NKURUNZIZA Jean Paul 

TRAINER IN COMPUTING AND INTERNET POLICY

?ISOC BURUNDI : VICE PRESIDENT  

R?seau des T?l?centres Communautaires du Burundi : Pr?sident

?Burundi Youth Training Centre : Secr?taire G?n?ral 

   Skype : jpnkurunziz 


 
 Facebook :? http://www.facebook.com/jeanpaul.nkurunziza
?
 
Twitter : @nkurunzizajp


Linkedin : linkedin.com/in/jean-paul-nkurunziza-88217235

Tel : +257 79 981459

--------------------------------------------
En date de?: Dim 3.12.17, Marcus K. G. Adomey <madomey at hotmail.com> a ?crit?:

 Objet: Re: [Community-Discuss] [rpd] How good was Afrinic-27 ?
 ?: "Arnaud AMELINA" <amelnaud at gmail.com>, "ALI Hadji Mmadi" <alihadji90 at gmail.com>
 Cc: "General Discussions of AFRINIC" <community-discuss at afrinic.net>, "rpd >> AfriNIC Resource Policy" <rpd at afrinic.net>
 Date: Dimanche 3 d?cembre 2017, 11h23
 
 
 
  
  
 
 
 
 
 
 Hi Arnauld,
 
 
 
 
 
 I concur with you. The meeting was well organized,
 discussions were carried out in the civil manner.
 
 
 
 
 
 
 Kudos to the organizers
 
 
 
 
 
 
 
 Marcus
 
 
 
 
 
 
 
 
 
 
 
 
 Get Outlook for Android
 
 
 
 
 From: ALI Hadji Mmadi
 <alihadji90 at gmail.com>
 
 Sent: Sunday, December 3, 2017 5:16:00 AM
 
 To: Arnaud AMELINA
 
 Cc: General Discussions of AFRINIC; rpd >>
 AfriNIC Resource Policy
 
 Subject: Re: [rpd] How good was Afrinic-27 ?
 ?
 
 
 
 +1 ? Arnaud
 
 Internet and venue were the best.
 
 Thanks AfriNIC and Nira.
 
 Ali of Comoros
 
 
 
 
 
 2017-12-02 22:38 GMT+01:00 Arnaud AMELINA
 <amelnaud at gmail.com>:
 
 > Hi Community,
 
 >
 
 > As a frequent afrinic meetings participant, I found
 AFRINIC27 to be one the
 
 > most productive meetings of the recent years.?
 Good presentations, cordiale
 
 > and respectful interactions with? focus? on
 issues in meeting rooms and
 
 > aside.
 
 >
 
 > I congrats the community, AfriNIC staff, CEO and the
 Board and hope to see
 
 > more of such meetings...
 
 >
 
 > Regards
 
 >
 
 > Arnaud
 
 >
 
 >
 
 > _______________________________________________
 
 > RPD mailing list
 
 > RPD at afrinic.net
 
 > https://lists.afrinic.net/mailman/listinfo/rpd
 
 >
 
 
 
 _______________________________________________
 
 RPD mailing list
 
 RPD at afrinic.net
 
 https://lists.afrinic.net/mailman/listinfo/rpd
 
 
 
 
 _______________________________________________
 Community-Discuss mailing list
 Community-Discuss at afrinic.net
 https://lists.afrinic.net/mailman/listinfo/community-discuss
 
 -----La pi?ce jointe associ?e suit-----
 
 



From feutijoel at hotmail.com  Sun Dec  3 18:32:08 2017
From: feutijoel at hotmail.com (joel feuti)
Date: Sun, 3 Dec 2017 18:32:08 +0000
Subject: [Community-Discuss] [rpd] How good was Afrinic-27 ?
Message-ID: <AM4PR0601MB2180E8E18147FDEEDF55A85FA83F0@AM4PR0601MB2180.eurprd06.prod.outlook.com>

Congratulation to organizers


Envoy? depuis un mobile Samsung



-------- Message d'origine --------
De : Jean Paul NKURUNZIZA <nkurunziza1999 at yahoo.fr>
Date : 03/12/2017 12:46 (GMT+01:00)
A : Arnaud AMELINA <amelnaud at gmail.com>,ALI Hadji Mmadi <alihadji90 at gmail.com>,"Marcus K. G. Adomey" <madomey at hotmail.com>
Cc : General Discussions of AFRINIC <community-discuss at afrinic.net>,"rpd >> AfriNIC Resource Policy" <rpd at afrinic.net>
Objet : Re: [Community-Discuss] [rpd] How good was Afrinic-27 ?


Hi all,

It's good to hear that Afrinic 27 has been more successfull than  previous ?vents. Congratulations to organisers.



NKURUNZIZA Jean Paul

TRAINER IN COMPUTING AND INTERNET POLICY

 ISOC BURUNDI : VICE PRESIDENT

R?seau des T?l?centres Communautaires du Burundi : Pr?sident

 Burundi Youth Training Centre : Secr?taire G?n?ral

   Skype : jpnkurunziz



Facebook :  http://www.facebook.com/jeanpaul.nkurunziza


Twitter : @nkurunzizajp


Linkedin : linkedin.com/in/jean-paul-nkurunziza-88217235

Tel : +257 79 981459

--------------------------------------------
En date de : Dim 3.12.17, Marcus K. G. Adomey <madomey at hotmail.com> a ?crit :

Objet: Re: [Community-Discuss] [rpd] How good was Afrinic-27 ?
?: "Arnaud AMELINA" <amelnaud at gmail.com>, "ALI Hadji Mmadi" <alihadji90 at gmail.com>
Cc: "General Discussions of AFRINIC" <community-discuss at afrinic.net>, "rpd >> AfriNIC Resource Policy" <rpd at afrinic.net>
Date: Dimanche 3 d?cembre 2017, 11h23










Hi Arnauld,





I concur with you. The meeting was well organized,
discussions were carried out in the civil manner.






Kudos to the organizers







Marcus












Get Outlook for Android




From: ALI Hadji Mmadi
<alihadji90 at gmail.com>

Sent: Sunday, December 3, 2017 5:16:00 AM

To: Arnaud AMELINA

Cc: General Discussions of AFRINIC; rpd >>
AfriNIC Resource Policy

Subject: Re: [rpd] How good was Afrinic-27 ?




+1 ? Arnaud

Internet and venue were the best.

Thanks AfriNIC and Nira.

Ali of Comoros





2017-12-02 22:38 GMT+01:00 Arnaud AMELINA
<amelnaud at gmail.com>:

> Hi Community,

>

> As a frequent afrinic meetings participant, I found
AFRINIC27 to be one the

> most productive meetings of the recent years.
Good presentations, cordiale

> and respectful interactions with  focus  on
issues in meeting rooms and

> aside.

>

> I congrats the community, AfriNIC staff, CEO and the
Board and hope to see

> more of such meetings...

>

> Regards

>

> Arnaud

>

>

> _______________________________________________

> RPD mailing list

> RPD at afrinic.net

> https://lists.afrinic.net/mailman/listinfo/rpd

>



_______________________________________________

RPD mailing list

RPD at afrinic.net

https://lists.afrinic.net/mailman/listinfo/rpd




_______________________________________________
Community-Discuss mailing list
Community-Discuss at afrinic.net
https://lists.afrinic.net/mailman/listinfo/community-discuss

-----La pi?ce jointe associ?e suit-----



_______________________________________________
Community-Discuss mailing list
Community-Discuss at afrinic.net
https://lists.afrinic.net/mailman/listinfo/community-discuss
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From mje at posix.co.za  Sun Dec  3 19:28:14 2017
From: mje at posix.co.za (Mark Elkins)
Date: Sun, 3 Dec 2017 21:28:14 +0200
Subject: [Community-Discuss] How good was Afrinic-27 ?
In-Reply-To: <CAGDMR_c-ok0CAvzYoEY6g6vUv5js8JnXoxtM3fTjDVy7vZ2FSA@mail.gmail.com>
References: <CAGDMR_c6hCGgegQECmyELChJYGDTO5br=_4kqFTRrfq3Dx37LA@mail.gmail.com>
 <CAGDMR_c-ok0CAvzYoEY6g6vUv5js8JnXoxtM3fTjDVy7vZ2FSA@mail.gmail.com>
Message-ID: <cda7eafd-a3e5-fd92-15b6-f56392d10fd9@posix.co.za>

I was unable to make the meeting but believed I was fully able to
participate via the remote participation system. There were only two or
three others logged remotely into the chat room, which I found
disappointing. I guess other remote people may have just silently
watched the stream. Anyway, the system worked well and the Scribing was
an excellent addition. My remote screen was delayed by about 30 seconds
- which meant often something had completed before one could even
comment - little that AFRINIC could do anything about. Perhaps the
AFRINIC staff representing remote participants could be allowed a place
or two forwards in any question queues to compensate?

I do think that at times questions could have been more succinctly given
- but perhaps that's just my culture.? At ICANN meetings, often a two (I
think) minute limit is given to any Question or Statement from the
floor. Perhaps something like that should be introduced.

I obviously only witnessed what happened in the main room.

Otherwise - a good meeting.


On 02/12/2017 23:38, Arnaud AMELINA wrote:
> Hi Community,?
>
> As a frequent afrinic meetings participant, I found AFRINIC27 to be
> one the most productive meetings of the recent years.? Good
> presentations, cordiale and respectful interactions with? focus? on
> issues in meeting rooms and aside.
>
> I congrats the community, AfriNIC staff, CEO and the Board and hope to
> see more of such meetings...
>
> Regards?
>
> Arnaud?
>

-- 
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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From owen at delong.com  Tue Dec  5 00:59:01 2017
From: owen at delong.com (Owen DeLong)
Date: Mon, 4 Dec 2017 16:59:01 -0800
Subject: [Community-Discuss] How good was Afrinic-27 ?
In-Reply-To: <cda7eafd-a3e5-fd92-15b6-f56392d10fd9@posix.co.za>
References: <CAGDMR_c6hCGgegQECmyELChJYGDTO5br=_4kqFTRrfq3Dx37LA@mail.gmail.com>
 <CAGDMR_c-ok0CAvzYoEY6g6vUv5js8JnXoxtM3fTjDVy7vZ2FSA@mail.gmail.com>
 <cda7eafd-a3e5-fd92-15b6-f56392d10fd9@posix.co.za>
Message-ID: <3A051982-9065-4CDA-87BB-B4B7AA4A1579@delong.com>

Actually, it is customary at ARIN meetings to give a long pause towards the end of each discussion asking for any remote participants.

It feels awkward in the room, but it does mean that the 30 second delay doesn?t create the problem you describe.

Owen

> On Dec 3, 2017, at 11:28 , Mark Elkins <mje at posix.co.za> wrote:
> 
> I was unable to make the meeting but believed I was fully able to participate via the remote participation system. There were only two or three others logged remotely into the chat room, which I found disappointing. I guess other remote people may have just silently watched the stream. Anyway, the system worked well and the Scribing was an excellent addition. My remote screen was delayed by about 30 seconds - which meant often something had completed before one could even comment - little that AFRINIC could do anything about. Perhaps the AFRINIC staff representing remote participants could be allowed a place or two forwards in any question queues to compensate?
> 
> I do think that at times questions could have been more succinctly given - but perhaps that's just my culture.  At ICANN meetings, often a two (I think) minute limit is given to any Question or Statement from the floor. Perhaps something like that should be introduced.
> I obviously only witnessed what happened in the main room.
> 
> Otherwise - a good meeting.
> 
> On 02/12/2017 23:38, Arnaud AMELINA wrote:
>> Hi Community, 
>> 
>> As a frequent afrinic meetings participant, I found AFRINIC27 to be one the most productive meetings of the recent years.  Good presentations, cordiale and respectful interactions with  focus  on issues in meeting rooms and aside.
>> 
>> I congrats the community, AfriNIC staff, CEO and the Board and hope to see more of such meetings...
>> 
>> Regards 
>> 
>> Arnaud 
>> 
> 
> -- 
> Mark James ELKINS  -  Posix Systems - (South) Africa
> mje at posix.co.za <mailto:mje at posix.co.za>       Tel: +27.128070590  Cell: +27.826010496
> For fast, reliable, low cost Internet in ZA: https://ftth.posix.co.za <https://ftth.posix.co.za/>
> _______________________________________________
> Community-Discuss mailing list
> Community-Discuss at afrinic.net
> https://lists.afrinic.net/mailman/listinfo/community-discuss

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From tsendi at cymru.com  Tue Dec  5 13:13:49 2017
From: tsendi at cymru.com (Tarek Sendi)
Date: Tue, 5 Dec 2017 08:13:49 -0500
Subject: [Community-Discuss] [rpd] How good was Afrinic-27 ?
In-Reply-To: <CAAp+Vo0b8icqYsYjQWMOEjhWEzp7gvtF5eWxac0ie3YMY1wGtg@mail.gmail.com>
References: <CAAp+Vo0b8icqYsYjQWMOEjhWEzp7gvtF5eWxac0ie3YMY1wGtg@mail.gmail.com>
Message-ID: <8fb88d4e-8b4d-c6af-db13-ae0cb9211966@cymru.com>

Hi,

My name is Tarek Sendi, I'm a Security Evangelist at Team
Cymru. We are passionate in making the Internet more secure.

It was a pleasure to discuss with the largest number of delegates.

For those whom I have not been able to contact and the remotely
participants here some of our not for profit services that we make
available to the wider community can be found here:
http://www.team-cymru.org/services.html

Also, please note that there are many ways to keep up with what Team
Cymru are doing.  See the lower part of
http://www.team-cymru.org/About/contact.html, plus:

* Join our announce list via cymru-announce-subscribe at cymru.com
* Probably the best news feed in the world,
https://www.team-cymru.org/News/dnb.html
* Cool stuff you can use, www.team-cymru.org/Services/
* See our Twitter feed at http://twitter.com/teamcymru
* The weekly Who and Why Show: www.youtube.com/teamcymru

To peer with the bogon route servers please open a ticket by sending a
message to bogonrs at cymru.com or visit our Bogon page at:
http://www.team-cymru.org/Services/Bogons/

Please notice we are offering a new Community Service, UTRS -
- Unwanted Traffic Removal Service:

 . http://www.team-cymru.org/UTRS/

Team Cymru offers several other Community Services at no-cost for the
Internet community in order to make it a safer place.  We would like to
invite you to create an account on our TC Console Portal, which was
developed exclusively for ISPs and ASN operators.

TC Console is an excellent tool to identify 20+ malicious activities
within your network besides other common issues like DNS Open Resolvers
and Open NTP Servers.

Please signup at no-cost at:

   . https://www.tcconsole.com/signup.html

If you have any question or concerns please let me know.

Hope to hear from you, kind regards,
Sendi

-- 
Tarek Sendi
Security Evangelist, Team Cymru.
office: +1 847 378 3338
mobile: +216 99 263 218
Skype: sendi_tarek
Email: tsendi at cymru.com
PGP key id: 0x1C731603


On 12/2/17 5:46 PM, afia faith wrote:
> Hello Community,?
> 
> As a new comer and a Fellow for Afrinic-27, I can say that I do enjoy
> the presentation, the discussions and the interaction. It was a great
> experience. The event was well organized and nobody was left out. Thank
> you team Afrinic and everyone who contributed to this event. I hope the
> coming year, we will go more stronger and we will ?have more delegates.
> 
> Regards,
> Afi.
> 
> 
> _______________________________________________
> Community-Discuss mailing list
> Community-Discuss at afrinic.net
> https://lists.afrinic.net/mailman/listinfo/community-discuss
> 




From funga.roho at yandex.com  Tue Dec  5 15:38:11 2017
From: funga.roho at yandex.com (Kangamutima zabika Christophe)
Date: Tue, 05 Dec 2017 16:38:11 +0100
Subject: [Community-Discuss] [rpd] How good was Afrinic-27 ?
In-Reply-To: <CAGDMR_c-ok0CAvzYoEY6g6vUv5js8JnXoxtM3fTjDVy7vZ2FSA@mail.gmail.com>
References: <CAGDMR_c6hCGgegQECmyELChJYGDTO5br=_4kqFTRrfq3Dx37LA@mail.gmail.com>
 <CAGDMR_c-ok0CAvzYoEY6g6vUv5js8JnXoxtM3fTjDVy7vZ2FSA@mail.gmail.com>
Message-ID: <1728271512488291@web55g.yandex.ru>

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From badru.ntege at nftconsult.com  Wed Dec  6 16:42:56 2017
From: badru.ntege at nftconsult.com (Badru Ntege)
Date: Wed, 6 Dec 2017 16:42:56 +0000
Subject: [Community-Discuss] [rpd] How good was Afrinic-27 ?
In-Reply-To: <5A26FA35.21021.1CCBA2BB@paulos.sdnp.org.mw>
References: <CAGDMR_c6hCGgegQECmyELChJYGDTO5br=_4kqFTRrfq3Dx37LA@mail.gmail.com>, 
 <AM0PR0602MB3603BAC2C8AFB3709935FAD9B93F0@AM0PR0602MB3603.eurprd06.prod.outlook.com>,
 <CAKH2WqdA4gp4yu7G5sdWBxvsGB=+50BCwjWWW3PV3XmFJdWcdw@mail.gmail.com>,
 <5A26FA35.21021.1CCBA2BB@paulos.sdnp.org.mw>
Message-ID: <B2233522-4F1E-4BB8-AEE5-929E680130B2@nftconsult.com>



Sent from my iPhone

On 5 Dec 2017, at 23:02, Dr P Nyirenda <paulos at sdnp.org.mw<mailto:paulos at sdnp.org.mw>>
I am gravely concerned that it appears that people are being coached to write these
messages on this stream ...

But it would be great ... if indeed ... this was so good ...

What is this doing on RPD  ?

Regards, Paulos

Dr Paulo?s

Always the sceptic






Regards.
Ali
Le dim. 3 d?c. 2017 ? 12:23, Marcus K. G. Adomey <madomey at hotmail.com<mailto:madomey at hotmail.com>> a ?crit :
Hi Arnauld,

I concur with you. The meeting was well organized, discussions were carried out in the
civil manner.

Kudos to the organizers


Marcus




Get Outlook for Android


   From: ALI Hadji Mmadi <alihadji90 at gmail.com<mailto:alihadji90 at gmail.com>>
   Sent: Sunday, December 3, 2017 5:16:00 AM
   To: Arnaud AMELINA
   Cc: General Discussions of AFRINIC; rpd >> AfriNIC Resource Policy
   Subject: Re: [rpd] How good was Afrinic-27 ?

   +1 ? Arnaud
   Internet and venue were the best.
   Thanks AfriNIC and Nira.
   Ali of Comoros


   2017-12-02 22:38 GMT+01:00 Arnaud AMELINA <amelnaud at gmail.com<mailto:amelnaud at gmail.com>>:
Hi Community,

As a frequent afrinic meetings participant, I found AFRINIC27 to be one the
most productive meetings of the recent years.  Good presentations, cordiale
and respectful interactions with  focus  on issues in meeting rooms and
aside.

I congrats the community, AfriNIC staff, CEO and the Board and hope to see
more of such meetings...

Regards

Arnaud


_______________________________________________
RPD mailing list
RPD at afrinic.net<mailto:RPD at afrinic.net>
https://lists.afrinic.net/mailman/listinfo/rpd


   _______________________________________________
   RPD mailing list
   RPD at afrinic.net<mailto:RPD at afrinic.net>
   https://lists.afrinic.net/mailman/listinfo/rpd



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_______________________________________________
RPD mailing list
RPD at afrinic.net<mailto:RPD at afrinic.net>
https://lists.afrinic.net/mailman/listinfo/rpd
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From geier at geier.ne.tz  Wed Dec  6 17:13:01 2017
From: geier at geier.ne.tz (Frank Habicht)
Date: Wed, 6 Dec 2017 20:13:01 +0300
Subject: [Community-Discuss] [rpd] How good was Afrinic-27 ?
In-Reply-To: <B2233522-4F1E-4BB8-AEE5-929E680130B2@nftconsult.com>
References: <CAGDMR_c6hCGgegQECmyELChJYGDTO5br=_4kqFTRrfq3Dx37LA@mail.gmail.com>
 <AM0PR0602MB3603BAC2C8AFB3709935FAD9B93F0@AM0PR0602MB3603.eurprd06.prod.outlook.com>
 <CAKH2WqdA4gp4yu7G5sdWBxvsGB=+50BCwjWWW3PV3XmFJdWcdw@mail.gmail.com>
 <5A26FA35.21021.1CCBA2BB@paulos.sdnp.org.mw>
 <B2233522-4F1E-4BB8-AEE5-929E680130B2@nftconsult.com>
Message-ID: <b866c610-2a2c-8e63-5c91-f05be47c6307@geier.ne.tz>

Hi,

On 12/6/2017 7:42 PM, Badru Ntege wrote:
> On 5 Dec 2017, at 23:02, Dr P Nyirenda <paulos at sdnp.org.mw
> <mailto:paulos at sdnp.org.mw>>?
>> I am gravely concerned that it appears that people are being coached
>> to write these
>> messages on this stream ...
>>
>> But it would be great ... if indeed ... this was so good ...
>>
>> What is this doing on RPD ??
>>
>> Regards, Paulos
>>
> Dr Paulo?s
> 
> Always the sceptic?

Badru,

I tend to agree with Dr Paulos.
And the fact that you sent this to the RPD list proves the point.
What did this have to do with RPD?

There are many messages how great the meeting was.
Including "we have been spared of the arrongace and nuisance", which I
understand was only because of my absence.

In my opinion OK for -discuss mailing list but not for rpd@ .
But if messages need to be spread at all cost ....

Greetings,
Frank



From abscoco at gmail.com  Thu Dec  7 15:05:45 2017
From: abscoco at gmail.com (Sylvain BAYA)
Date: Thu, 7 Dec 2017 16:05:45 +0100
Subject: [Community-Discuss] Draft Procedure for Removal of an NRO NC/ASO AC
 Member
In-Reply-To: <FF88AE5C-6B1E-4E2B-9697-30772155FD24@afrinic.net>
References: <FF88AE5C-6B1E-4E2B-9697-30772155FD24@afrinic.net>
Message-ID: <2923a492-44a5-cb6a-0d8d-f9bf7a1817eb@gmail.com>

Dear all,

Please, my comment is below.


Le 22/11/2017 ? 12:55, AFRINIC Communications a ?crit?:
> Dear AFRINIC Community,
>
> The Board has noted that there is no procedure for the removal of an
> NRO NC/ASO AC member. ?The Board has drafted a procedure to be
> considered for addition to the election guidelines at
> <https://www.afrinic.net/en/community/elections/nro-aso-election?showall=1>.
>
> The Board calls for comments for a 30 day period (ending on 22
> December 2017). ?Please comment in the community-discuss mailing list.

I think that, we need a rule to, at least, permit to that NRO NC/ASO AC
member to make his own defence or to withdraw by himself. Also note that
a withdrawal is the simplest way of removal in any position ;-)

Trying to add it, please consider the following lines :

~|~

9.6? After receiving a petition for the removal of an NRO NC/ASO AC
member, the Board *should* insert the point in the next Board's meeting ;

?(a) Prior to make further investigations, the Board *must* listen to
that NRO NC/ASO AC member to get his position ;

?(b) The withdrawal of that NRO NC/ASO AC member is sufficient to stop
the process at any step, unless if there are legal issues out of
AFRINIC's authority ;

?(c) After a formal removal or a withdrawal of a NRO NC/ASO AC member,
the Board *must* organize the election of the new NRO NC/ASO AC member,
following the existing procedure ;

~|~


Regards,

--sb.

__

#THEHOLYBIBLE|#Romans14:23"/But
<http://biblehub.com/greek/1161.htm>////the one who
<http://biblehub.com/greek/3588.htm>////has doubts
<http://biblehub.com/greek/1252.htm>////is condemned
<http://biblehub.com/greek/2632.htm>////if
<http://biblehub.com/greek/1437.htm>////he eats,
<http://biblehub.com/greek/5315.htm>////because his eating is
<http://biblehub.com/greek/3754.htm>////not
<http://biblehub.com/greek/3756.htm>////from
<http://biblehub.com/greek/1537.htm>////faith;
<http://biblehub.com/greek/4102.htm>////and
<http://biblehub.com/greek/1161.htm>////everything
<http://biblehub.com/greek/3956.htm>////that is
<http://biblehub.com/greek/3739.htm>////not
<http://biblehub.com/greek/3756.htm>////from
<http://biblehub.com/greek/1537.htm>////faith
<http://biblehub.com/greek/4102.htm>////is
<http://biblehub.com/greek/1510.htm>////sin.
<http://biblehub.com/greek/266.htm>/ "

http://biblehub.com/romans/14-23.htm


>
> The draft procedure appears below.
>
> Alan Barrett
> CEO, AFRINIC
>
> ??
>
> The Board proposes the following procedure, to be considered for
> addition to the election guidelines at:
> <https://www.afrinic.net/en/community/elections/nro-aso-election?showall=1>
>
> 9. Removal
>
> 9.1 An NRO NC member appointed by the AFRINIC Board may be removed
> from office at any time by a resolution of the Board.
>
> 9.2 An NRO NC member elected by the AFRINIC community may be removed
> from office through any of the following methods:
>
> (a) A supermajority vote (two-thirds) of the AFRINIC Board, meeting in
> person or via teleconference, at a meeting where the agenda circulated
> in advance includes the possible removal of an NRO NC representative.
> (b) A majority vote held by the community present at an AFRINIC Public
> Policy Meeting.
>
> 9.3 An individual whose removal is contemplated in terms of 9.2 is
> entitled to at least 10 calendar days? notice of the meeting, and may
> appear before and be heard at such a meeting. Removal may proceed with
> or without such individual?s presence at the meeting.
>
> 9.4 Any ten (10) bona fide members of the AFRINIC community may
> petition the Board to initiate a removal in terms of 9.2(b), giving at
> least 40 days? notice and giving reasons for the contemplated removal.
> Such petition shall be published. Unless the Board finds that the
> petition is invalid or frivolous, the Board shall ensure that the
> agenda of the forthcoming Public Policy Meeting includes the
> consideration of the removal of the NRO NC member.
>
> 9.5 Eligibility to vote for the removal in terms of 9.2(b) shall be
> determined in the same way as the eligibility to vote for the
> appointment of candidates.
>
> ??
>
>
> _______________________________________________
> Community-Discuss mailing list
> Community-Discuss at afrinic.net
> https://lists.afrinic.net/mailman/listinfo/community-discuss

__

Site web : https://www.cmnog.cm <https://www.cmnog.cm/> 
News : https://www.cmnog.cm/news 
Liste de Diffusion : https://lists.cmnog.cm/mailman/listinfo/cmnog
<https://lists.cmnog.cm/mailman/listinfo/cmnog> 
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Compte Twitter : https://twitter.com/cmN0G 
Hashtags : #cmNOG #REBOOTcmNOG 
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From alihadji90 at gmail.com  Sun Dec  3 05:16:00 2017
From: alihadji90 at gmail.com (ALI Hadji Mmadi)
Date: Sun, 3 Dec 2017 06:16:00 +0100
Subject: [Community-Discuss] [rpd] How good was Afrinic-27 ?
In-Reply-To: <CAGDMR_c-ok0CAvzYoEY6g6vUv5js8JnXoxtM3fTjDVy7vZ2FSA@mail.gmail.com>
References: <CAGDMR_c6hCGgegQECmyELChJYGDTO5br=_4kqFTRrfq3Dx37LA@mail.gmail.com>
 <CAGDMR_c-ok0CAvzYoEY6g6vUv5js8JnXoxtM3fTjDVy7vZ2FSA@mail.gmail.com>
Message-ID: <CAKH2WqeCjipe21d5kjY70ZH_LLwQmROTLj6Eiztiboj9Vyp2EA@mail.gmail.com>

+1 ? Arnaud
Internet and venue were the best.
Thanks AfriNIC and Nira.
Ali of Comoros


2017-12-02 22:38 GMT+01:00 Arnaud AMELINA <amelnaud at gmail.com>:
> Hi Community,
>
> As a frequent afrinic meetings participant, I found AFRINIC27 to be one the
> most productive meetings of the recent years.  Good presentations, cordiale
> and respectful interactions with  focus  on issues in meeting rooms and
> aside.
>
> I congrats the community, AfriNIC staff, CEO and the Board and hope to see
> more of such meetings...
>
> Regards
>
> Arnaud
>
>
> _______________________________________________
> RPD mailing list
> RPD at afrinic.net
> https://lists.afrinic.net/mailman/listinfo/rpd
>



From yakmutd at googlemail.com  Sun Dec  3 08:59:08 2017
From: yakmutd at googlemail.com (Daniel Yakmut)
Date: Sun, 3 Dec 2017 09:59:08 +0100
Subject: [Community-Discuss] [rpd] How good was Afrinic-27 ?
In-Reply-To: <CAGDMR_c-ok0CAvzYoEY6g6vUv5js8JnXoxtM3fTjDVy7vZ2FSA@mail.gmail.com>
References: <CAGDMR_c6hCGgegQECmyELChJYGDTO5br=_4kqFTRrfq3Dx37LA@mail.gmail.com>
 <CAGDMR_c-ok0CAvzYoEY6g6vUv5js8JnXoxtM3fTjDVy7vZ2FSA@mail.gmail.com>
Message-ID: <CAB3X6mc9s9wjMR7rPU6PRa85=M53S6mu39yPvoew43dQasu1xw@mail.gmail.com>

i add my voice to a successful AfriNIC 27 meeting.

On Dec 2, 2017 10:41 PM, "Arnaud AMELINA" <amelnaud at gmail.com> wrote:

> Hi Community,
>
> As a frequent afrinic meetings participant, I found AFRINIC27 to be one
> the most productive meetings of the recent years.  Good presentations,
> cordiale and respectful interactions with  focus  on issues in meeting
> rooms and aside.
>
> I congrats the community, AfriNIC staff, CEO and the Board and hope to see
> more of such meetings...
>
> Regards
>
> Arnaud
>
>
> _______________________________________________
> RPD mailing list
> RPD at afrinic.net
> https://lists.afrinic.net/mailman/listinfo/rpd
>
>
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From alihadji90 at gmail.com  Tue Dec  5 14:56:50 2017
From: alihadji90 at gmail.com (ALI Hadji Mmadi)
Date: Tue, 05 Dec 2017 14:56:50 +0000
Subject: [Community-Discuss] [rpd] How good was Afrinic-27 ?
In-Reply-To: <AM0PR0602MB3603BAC2C8AFB3709935FAD9B93F0@AM0PR0602MB3603.eurprd06.prod.outlook.com>
References: <CAGDMR_c6hCGgegQECmyELChJYGDTO5br=_4kqFTRrfq3Dx37LA@mail.gmail.com>
 <CAGDMR_c-ok0CAvzYoEY6g6vUv5js8JnXoxtM3fTjDVy7vZ2FSA@mail.gmail.com>
 <CAKH2WqeCjipe21d5kjY70ZH_LLwQmROTLj6Eiztiboj9Vyp2EA@mail.gmail.com>
 <AM0PR0602MB3603BAC2C8AFB3709935FAD9B93F0@AM0PR0602MB3603.eurprd06.prod.outlook.com>
Message-ID: <CAKH2WqdA4gp4yu7G5sdWBxvsGB=+50BCwjWWW3PV3XmFJdWcdw@mail.gmail.com>

>>the meeting was well organized, discussions were carried out in the the
civil manner.
that is true, Marcus.
Also, we have been spared of  the arrongace and nuisance  observed in
previous meetings. This has helped the proceedings  and the sessions.
Remote participation  was less than I expected, but those who bothered
being  online also had good interactions.
There is always  room for  improvement,  and hope the  spirit of  the logos
meeting continue and flourish...
Regards.
Ali
Le dim. 3 d?c. 2017 ? 12:23, Marcus K. G. Adomey <madomey at hotmail.com> a
?crit :

> Hi Arnauld,
>
> I concur with you. The meeting was well organized, discussions were
> carried out in the civil manner.
>
> Kudos to the organizers
>
>
> Marcus
>
>
>
>
> Get Outlook for Android <https://aka.ms/ghei36>
>
> ------------------------------
> *From:* ALI Hadji Mmadi <alihadji90 at gmail.com>
> *Sent:* Sunday, December 3, 2017 5:16:00 AM
> *To:* Arnaud AMELINA
> *Cc:* General Discussions of AFRINIC; rpd >> AfriNIC Resource Policy
> *Subject:* Re: [rpd] How good was Afrinic-27 ?
>
> +1 ? Arnaud
> Internet and venue were the best.
> Thanks AfriNIC and Nira.
> Ali of Comoros
>
>
> 2017-12-02 22:38 GMT+01:00 Arnaud AMELINA <amelnaud at gmail.com>:
> > Hi Community,
> >
> > As a frequent afrinic meetings participant, I found AFRINIC27 to be one
> the
> > most productive meetings of the recent years.  Good presentations,
> cordiale
> > and respectful interactions with  focus  on issues in meeting rooms and
> > aside.
> >
> > I congrats the community, AfriNIC staff, CEO and the Board and hope to
> see
> > more of such meetings...
> >
> > Regards
> >
> > Arnaud
> >
> >
> > _______________________________________________
> > RPD mailing list
> > RPD at afrinic.net
> > https://lists.afrinic.net/mailman/listinfo/rpd
> >
>
> _______________________________________________
> RPD mailing list
> RPD at afrinic.net
> https://lists.afrinic.net/mailman/listinfo/rpd
>
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From paulos at sdnp.org.mw  Tue Dec  5 19:57:41 2017
From: paulos at sdnp.org.mw (Dr P Nyirenda)
Date: Tue, 05 Dec 2017 21:57:41 +0200
Subject: [Community-Discuss] [rpd] How good was Afrinic-27 ?
In-Reply-To: <CAKH2WqdA4gp4yu7G5sdWBxvsGB=+50BCwjWWW3PV3XmFJdWcdw@mail.gmail.com>
References: <CAGDMR_c6hCGgegQECmyELChJYGDTO5br=_4kqFTRrfq3Dx37LA@mail.gmail.com>,
 <AM0PR0602MB3603BAC2C8AFB3709935FAD9B93F0@AM0PR0602MB3603.eurprd06.prod.outlook.com>,
 <CAKH2WqdA4gp4yu7G5sdWBxvsGB=+50BCwjWWW3PV3XmFJdWcdw@mail.gmail.com>
Message-ID: <5A26FA35.21021.1CCBA2BB@paulos.sdnp.org.mw>

On 5 Dec 2017 at 14:56, ALI Hadji Mmadi wrote:

> >>the meeting was well organized, discussions were carried out in the the civil manner.?
> that is true, Marcus.
> Also, we have been spared of ?the arrongace and nuisance ?observed in previous meetings. This
> has helped the proceedings ?and the sessions.? Remote participation ?was less than I expected,
> but those who bothered being ?online also had good interactions.
> There is always ?room for ?improvement, ?and hope the ?spirit of ?the logos meeting continue and
> flourish...

I am gravely concerned that it appears that people are being coached to write these
messages on this stream ...

But it would be great ... if indeed ... this was so good ...

What is this doing on RPD  ?

Regards, Paulos


> Regards.?
> Ali?
> Le?dim. 3 d?c. 2017 ? 12:23, Marcus K. G. Adomey <madomey at hotmail.com> a ?crit?:
> Hi Arnauld,
>
> I concur with you. The meeting was well organized, discussions were carried out in the
> civil manner.
>
> Kudos to the organizers
>
>
> Marcus
>
>
>
>
> Get Outlook for Android
>
>
>     From: ALI Hadji Mmadi <alihadji90 at gmail.com>
>     Sent: Sunday, December 3, 2017 5:16:00 AM
>     To: Arnaud AMELINA
>     Cc: General Discussions of AFRINIC; rpd >> AfriNIC Resource Policy
>     Subject: Re: [rpd] How good was Afrinic-27 ?
>     ?
>     +1 ? Arnaud
>     Internet and venue were the best.
>     Thanks AfriNIC and Nira.
>     Ali of Comoros
>
>
>     2017-12-02 22:38 GMT+01:00 Arnaud AMELINA <amelnaud at gmail.com>:
>     > Hi Community,
>     >
>     > As a frequent afrinic meetings participant, I found AFRINIC27 to be one the
>     > most productive meetings of the recent years.? Good presentations, cordiale
>     > and respectful interactions with? focus? on issues in meeting rooms and
>     > aside.
>     >
>     > I congrats the community, AfriNIC staff, CEO and the Board and hope to see
>     > more of such meetings...
>     >
>     > Regards
>     >
>     > Arnaud
>     >
>     >
>     > _______________________________________________
>     > RPD mailing list
>     > RPD at afrinic.net
>     > https://lists.afrinic.net/mailman/listinfo/rpd
>     >
>
>     _______________________________________________
>     RPD mailing list
>     RPD at afrinic.net
>     https://lists.afrinic.net/mailman/listinfo/rpd



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This email has been checked for viruses by AVG.
http://www.avg.com


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From pbmarcos at inf.ufrgs.br  Tue Dec 12 10:17:45 2017
From: pbmarcos at inf.ufrgs.br (Pedro de Botelho Marcos)
Date: Tue, 12 Dec 2017 13:17:45 +0300
Subject: [Community-Discuss] Survey on interconnection agreements
Message-ID: <CALNUopBqFWOk4hDy=68GbkMStDui8L+u1Zxx+_VaucxH8tmkJw@mail.gmail.com>

Dear community,

We are a group of researchers conducting a survey about the future of the
interconnection agreements. Our goal is to understand the current process
and reasons for establishing inter-domain interconnection agreements and
how this ecosystem can be improved in the future. Can you please help us by
answering a set few objective questions reflecting your views? This survey
will take you less than 10 minutes, and you can earn a prize by doing it!

Survey URL: https://goo.gl/bJxJzZ

This survey is in the context of our proposal to create truly dynamic
interconnection agreements. Please watch this short (3 minutes)
introductory video. https://youtu.be/DVbjR7JQTvo

We are offering a redeemable prize worth 25.00 USD (twenty-five United
States Dollars) for the first 200 (two hundred) respondents that meet the
following eligibility criteria:


   -

   You must be a peering coordinator or a network operator working with
   inter-domain interconnection aspects
   -

   Your organization must operate an autonomous system (AS)
   -

   You must be able to provide personal information that allows us to
   verify if you are eligible


You can also participate in the survey without disclosing your identity. In
this case, you are not eligible for the prize.

Research records will be kept confidential. All data will be anonymous and
collected and published in a manner that would not allow identification of
your identity. A summary of the aggregate results will be made available to
the community and used as a part of a scientific article.

If you have any question, do not hesitate to contact us. Also, if you want
to know more about our project, please visit our website:
https://dynam-ix.github.io

Thank you very much,

--

Pedro Marcos

Federal University of Rio Grande do Sul
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From sfolayan at gmail.com  Tue Dec 12 20:03:05 2017
From: sfolayan at gmail.com (Sunday Folayan)
Date: Tue, 12 Dec 2017 21:03:05 +0100
Subject: [Community-Discuss] [Board-Discuss] UPDATE PRIVATE: Re: [rpd] Draft
 Procedure for Removal of an NRO NC/ASO AC Member
In-Reply-To: <AM0PR0602MB36034DCAF710716981F08529B9340@AM0PR0602MB3603.eurprd06.prod.outlook.com>
References: <465168B8-0866-407D-B77C-4F796F3E66E2@afrinic.net>
 <CA+RVDwQvqK2aKJ9hvT2naBhKUqzU64=QUEP-xyDC6GdKV7Yazg@mail.gmail.com>
 <AM0PR0602MB36034DCAF710716981F08529B9340@AM0PR0602MB3603.eurprd06.prod.outlook.com>
Message-ID: <160589d9-fc9a-1708-3705-cd1dac435628@gmail.com>

Hello Marcus, Kangamutima and the Community,
Let me make a clarification.

The thinking and intention of the Board is that:

1. Provision 9.2a can be triggered by 9.4 or by the Board when the need 
arises, without waiting six months for a community meeting.

2. Such an action is indeed an emergency action. Such an action 
requires? a super majority of the board as noted in 9.2a and 1 above.

3. The Board is happy to make it 3/4 i.e. 7 members, instead of the 
current super-majority of 2/3 i.e. 6 members, if there is no objection 
or other view on the required majority from the community.

There is nothing inappropriate about such a provision. Indeed, the Board 
(elected by the same community, acting on behalf of the community) 
approves policies made by the Community, on behalf of the community.

Kind Regards ...

Sunday Folayan.
Chair, AFRINIC Board.

On 12/12/2017 11:34, Marcus K. G. Adomey wrote:
> Hi Community,
>
> In deed, I cannot also grasp the common sense behind the board 
> revoking community elected representative at the NRO NC/ASO AC. In 
> fact, it does not make sense for the board to do so but rather it is 
> the community which can revoke board members. I therefore don?t 
> support this provision.
>
> Thanks
>
>
>
> Marcus
>
>
>
> ------------------------------------------------------------------------
> *From:* Jean-Baptiste MILLOGO <jbmillogo at gmail.com>
> *Sent:* Thursday, December 7, 2017 12:40 PM
> *To:* AFRINIC Communications; rpd at afrinic.net
> *Subject:* Re: [rpd] Draft Procedure for Removal of an NRO NC/ASO AC 
> Member
> Dear Alan,
>
> Thanks for this.
>
> There is a problem with 9.2a (and 9.4 by implication). It is 
> groundless for the board to remove a member that was appointed by the 
> community.
>
> Officers should be removed by the mechanism by which they were 
> appointed.? ?All the other proposed clauses follow this principle of 
> like for like.
>
> There is also lack of a procedure to recall members of the board of 
> directors.? This is a good time to also deal with the recall of 
> officers in general.
>
> Best regards,
> JB
>
> 2017-11-22 11:57 GMT+00:00 AFRINIC Communications 
> <comms-announce at afrinic.net <mailto:comms-announce at afrinic.net>>:
>
>     Dear AFRINIC Community,
>
>     The Board has noted that there is no procedure for the removal of
>     an NRO NC/ASO AC member.? The Board has drafted a procedure to be
>     considered for addition to the election guidelines at
>     <https://www.afrinic.net/en/community/elections/nro-aso-election?showall=1
>     <https://www.afrinic.net/en/community/elections/nro-aso-election?showall=1>>.
>
>     The Board calls for comments for a 30 day period (ending on 22
>     December 2017).? Please comment in the community-discuss mailing list.
>
>     The draft procedure appears below.
>
>     Alan Barrett
>     CEO, AFRINIC
>
>     ??
>
>     The Board proposes the following procedure, to be considered for
>     addition to the election guidelines at:
>     <https://www.afrinic.net/en/community/elections/nro-aso-election?showall=1
>     <https://www.afrinic.net/en/community/elections/nro-aso-election?showall=1>>
>
>     9. Removal
>
>     9.1 An NRO NC member appointed by the AFRINIC Board may be removed
>     from office at any time by a resolution of the Board.
>
>     9.2 An NRO NC member elected by the AFRINIC community may be
>     removed from office through any of the following methods:
>
>     (a) A supermajority vote (two-thirds) of the AFRINIC Board,
>     meeting in person or via teleconference, at a meeting where the
>     agenda circulated in advance includes the possible removal of an
>     NRO NC representative.
>     (b) A majority vote held by the community present at an AFRINIC
>     Public Policy Meeting.
>
>     9.3 An individual whose removal is contemplated in terms of 9.2 is
>     entitled to at least 10 calendar days? notice of the meeting, and
>     may appear before and be heard at such a meeting. Removal may
>     proceed with or without such individual?s presence at the meeting.
>
>     9.4 Any ten (10) bona fide members of the AFRINIC community may
>     petition the Board to initiate a removal in terms of 9.2(b),
>     giving at least 40 days? notice and giving reasons for the
>     contemplated removal. Such petition shall be published. Unless the
>     Board finds that the petition is invalid or frivolous, the Board
>     shall ensure that the agenda of the forthcoming Public Policy
>     Meeting includes the consideration of the removal of the NRO NC
>     member.
>
>     9.5 Eligibility to vote for the removal in terms of 9.2(b) shall
>     be determined in the same way as the eligibility to vote for the
>     appointment of candidates.
>
>     ??
>
>     _______________________________________________
>     RPD mailing list
>     RPD at afrinic.net <mailto:RPD at afrinic.net>
>     https://lists.afrinic.net/mailman/listinfo/rpd
>     <https://lists.afrinic.net/mailman/listinfo/rpd>
>
>
>
>
> -- 
> Jean Baptiste MILLOGO
> Internet Society - Burkina Faso Chapter
> https://www.internetsociety.org <https://www.internetsociety.org/>
> /Paths to Our Digital Future|Chemins vers notre avenir num?rique///
> /The Internet Society Global Internet Report 2017 at: 
> https://future.internetsociety.org/ -#shapetomorrow 
> <http://connect.internetsociety.org/search?s=%23shapetomorrow&executesearch=true>/
> ---------------------------------------------------------
> +226 74 92 10 10
> contact at isoc-burkina.org <mailto:contact at isoc-burkina.org>
> ---------------------------------------------------------
>
>
>
>
> _______________________________________________
> RPD mailing list
> RPD at afrinic.net
> https://lists.afrinic.net/mailman/listinfo/rpd
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From sfolayan at gmail.com  Tue Dec 12 20:08:40 2017
From: sfolayan at gmail.com (Sunday Folayan)
Date: Tue, 12 Dec 2017 21:08:40 +0100
Subject: [Community-Discuss] [rpd] Removal of a director
In-Reply-To: <DB6PR0301MB251927C414739C51A692974BEE340@DB6PR0301MB2519.eurprd03.prod.outlook.com>
References: <DB6PR0301MB25197FB47E69549ED8389236EE340@DB6PR0301MB2519.eurprd03.prod.outlook.com>
 <AM0PR0602MB3603F95BD33CE79CFD47126EB9340@AM0PR0602MB3603.eurprd06.prod.outlook.com>
 <DB6PR0301MB251927C414739C51A692974BEE340@DB6PR0301MB2519.eurprd03.prod.outlook.com>
Message-ID: <c96e0284-f2fb-2f42-98ba-7ad3999a3823@gmail.com>

Dear Mr Alston,

Kindly clarify and let me know your questions that have not been answered.

As far as I know, it is the report of the investigations commissioned by 
the Board on the Competitions Act, as requested by you, that is being 
awaited. As soon as we have this, it will be shared with the community.

Please note that requests/questions to the Board should be made through 
formal channels, such as via email to board at afrinic.net 
<mailto:board at afrinic.net>.

With Kind regards,

Sunday Folayan.
Chair, AFRINIC Board

On 12/12/2017 18:52, Andrew Alston wrote:
> Will have to get all my notes when in front of a machine but basically:
>
> The bylaws state that by demand of 5% of the membership base an SGMM 
> can be called. ?The companies act state that any vote to remove a 
> director has to be explicitly for that purpose and with no other items 
> on the agenda - hence it stands to reason you need 5% of the member 
> base to force the SGMM first.
>
> Then - the bylaws make reference to the removal of a director - and I 
> believe demand a 2/3rds majority - but I will verify all of this for 
> you with pleasure when back in front of a computer.
>
> The fact if I have looked into this pretty closely because i am 
> getting together a petition document to attempt to force the SGMM in 
> the event that the directors continue to be delinquent in answering 
> questions the legality of certain operations and hence continue to 
> violate their fiduciary duties to the membership base that elected them.
>
> And pass or fail - such an SGMM may send a wake up call that the board 
> cannot continue to ignore, delay, postpone and pontificate to avoid 
> accountability to the members who pay their expenses and elect them
>
> Andrew
>
> Get Outlook for iOS <https://aka.ms/o0ukef>
> ------------------------------------------------------------------------
> *From:* Marcus K. G. Adomey <madomey at hotmail.com>
> *Sent:* Tuesday, December 12, 2017 12:27:29 PM
> *To:* rpd; Andrew Alston
> *Subject:* Re: [rpd] Removal of a director
> Hi Andrew,
>
> Could you point to the bylaws section or the corporate document 
> where?? 5% of members (registered and ressources ) can recall a 
> director and vote by super majority?
>
> Warm regards
>
>
> Marcus
>
> Get Outlook for Android <https://aka.ms/ghei36>
>
> ------------------------------------------------------------------------
> *From:* Andrew Alston <Andrew.Alston at liquidtelecom.com>
> *Sent:* Tuesday, December 12, 2017 2:30:41 PM
> *To:* rpd
> *Subject:* [rpd] Removal of a director
> Hi,
>
> There are those that have said on this list that there is no procedure 
> to recall a sitting board member.
>
> This is fundamentally inaccurate - there is. It requires the 
> signatures of 5% of the membership base to call for it - and following 
> that a vote by super majority.
>
> If I recall there was a resolution proposed to make this easier - 
> first by myself - it was voted down - and second proposed by the board 
> in Mauritius - again it was voted down - so the procedure exists and 
> is as difficult as it is because that is what this community wanted.
>
> This community has a habit of voting against things based on who 
> proposed them then coming and asking for them again later. I really 
> wonder what will happen when a director finishes his term and refuses 
> to hand back his legal membership - and as a result cannot be removed 
> as a member of the company - and as a result no new directors can be 
> appointed. ?Since that is the status quo that this community voted for 
> and legitimized in Mauritius when they voted against the need for a 
> director to relinquish his status at the end of his term.
>
> Fascinating how this community acts against their own interests and 
> then wants a revisit once the idea becomes ?invented here?
>
> Just like it will be curious if that audit policy ever passes and 
> audits are demanded of the authors - some of whom to this day only 
> utilize 25% of their allocated space that they have sat on for close 
> to a decade.
>
> Andrew
>
> Get Outlook for iOS <https://aka.ms/o0ukef>
>
>
> _______________________________________________
> RPD mailing list
> RPD at afrinic.net
> https://lists.afrinic.net/mailman/listinfo/rpd

-- 
--------------------------------------------------
Sunday Adekunle Folayan
Managing Director
General data Engineering Services (SKANNET)
16 Oshin Road, Kongi Bodija, Ibadan - Nigeria
Phone: +234 802 291 2202, +234 816 866 7523
Email: sfolayan at skannet.com.ng, sfolayan at gmail.com
---------------------------------------------------

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From owen at delong.com  Tue Dec 12 20:52:45 2017
From: owen at delong.com (Owen DeLong)
Date: Tue, 12 Dec 2017 12:52:45 -0800
Subject: [Community-Discuss] [rpd] [Board-Discuss] UPDATE PRIVATE: Re:
 Draft Procedure for Removal of an NRO NC/ASO AC Member
In-Reply-To: <160589d9-fc9a-1708-3705-cd1dac435628@gmail.com>
References: <465168B8-0866-407D-B77C-4F796F3E66E2@afrinic.net>
 <CA+RVDwQvqK2aKJ9hvT2naBhKUqzU64=QUEP-xyDC6GdKV7Yazg@mail.gmail.com>
 <AM0PR0602MB36034DCAF710716981F08529B9340@AM0PR0602MB3603.eurprd06.prod.outlook.com>
 <160589d9-fc9a-1708-3705-cd1dac435628@gmail.com>
Message-ID: <FBE52A54-72CF-4B56-B023-7ECA920322D4@delong.com>


> On Dec 12, 2017, at 12:03 , Sunday Folayan <sfolayan at gmail.com> wrote:
> 
> Hello Marcus, Kangamutima and the Community,
> Let me make a clarification.
> 
> The thinking and intention of the Board is that:
> 
> 1. Provision 9.2a can be triggered by 9.4 or by the Board when the need arises, without waiting six months for a community meeting.
> 
> 2. Such an action is indeed an emergency action. Such an action requires  a super majority of the board as noted in 9.2a and 1 above. 
> 
> 3. The Board is happy to make it 3/4 i.e. 7 members, instead of the current super-majority of 2/3 i.e. 6 members, if there is no objection or other view on the required majority from the community.
> 
> There is nothing inappropriate about such a provision. Indeed, the Board (elected by the same community, acting on behalf of the community) approves policies made by the Community, on behalf of the community.

Well? Not quite true, there Sunday.

The board is elected by the AfriNIC voting members. The ASO AC is elected by a far larger community (or at least a far larger community is eligible to participate in the election should they choose to do so).

Owen

> 
> Kind Regards ...
> 
> Sunday Folayan.
> Chair, AFRINIC Board.
> 
> On 12/12/2017 11:34, Marcus K. G. Adomey wrote:
>> Hi Community,
>> 
>> In deed, I cannot also grasp the common sense behind the board revoking community elected representative at the NRO NC/ASO AC. In fact, it does not make sense for the board to do so but rather it is the community which can revoke board members. I therefore don?t support this provision.
>> 
>> Thanks
>> 
>> 
>> 
>> Marcus
>> 
>> 
>> 
>> From: Jean-Baptiste MILLOGO <jbmillogo at gmail.com> <mailto:jbmillogo at gmail.com>
>> Sent: Thursday, December 7, 2017 12:40 PM
>> To: AFRINIC Communications; rpd at afrinic.net <mailto:rpd at afrinic.net>
>> Subject: Re: [rpd] Draft Procedure for Removal of an NRO NC/ASO AC Member
>>  
>> Dear Alan,
>> 
>> Thanks for this.
>> 
>> There is a problem with 9.2a (and 9.4 by implication). It is groundless for the board to remove a member that was appointed by the community.
>> 
>> Officers should be removed by the mechanism by which they were appointed.   All the other proposed clauses follow this principle of like for like.
>> 
>> There is also lack of a procedure to recall members of the board of directors.  This is a good time to also deal with the recall of officers in general.  
>> 
>> Best regards,
>> JB
>> 
>> 2017-11-22 11:57 GMT+00:00 AFRINIC Communications <comms-announce at afrinic.net <mailto:comms-announce at afrinic.net>>:
>> Dear AFRINIC Community,
>> 
>> The Board has noted that there is no procedure for the removal of an NRO NC/ASO AC member.  The Board has drafted a procedure to be considered for addition to the election guidelines at <https://www.afrinic.net/en/community/elections/nro-aso-election?showall=1 <https://www.afrinic.net/en/community/elections/nro-aso-election?showall=1>>.
>> 
>> The Board calls for comments for a 30 day period (ending on 22 December 2017).  Please comment in the community-discuss mailing list.
>> 
>> The draft procedure appears below.
>> 
>> Alan Barrett
>> CEO, AFRINIC
>> 
>> ??
>> 
>> The Board proposes the following procedure, to be considered for addition to the election guidelines at:
>> <https://www.afrinic.net/en/community/elections/nro-aso-election?showall=1 <https://www.afrinic.net/en/community/elections/nro-aso-election?showall=1>>
>> 
>> 9. Removal
>> 
>> 9.1 An NRO NC member appointed by the AFRINIC Board may be removed from office at any time by a resolution of the Board.
>> 
>> 9.2 An NRO NC member elected by the AFRINIC community may be removed from office through any of the following methods:
>> 
>> (a) A supermajority vote (two-thirds) of the AFRINIC Board, meeting in person or via teleconference, at a meeting where the agenda circulated in advance includes the possible removal of an NRO NC representative.
>> (b) A majority vote held by the community present at an AFRINIC Public Policy Meeting.
>> 
>> 9.3 An individual whose removal is contemplated in terms of 9.2 is entitled to at least 10 calendar days? notice of the meeting, and may appear before and be heard at such a meeting. Removal may proceed with or without such individual?s presence at the meeting.
>> 
>> 9.4 Any ten (10) bona fide members of the AFRINIC community may petition the Board to initiate a removal in terms of 9.2(b), giving at least 40 days? notice and giving reasons for the contemplated removal. Such petition shall be published. Unless the Board finds that the petition is invalid or frivolous, the Board shall ensure that the agenda of the forthcoming Public Policy Meeting includes the consideration of the removal of the NRO NC member.
>> 
>> 9.5 Eligibility to vote for the removal in terms of 9.2(b) shall be determined in the same way as the eligibility to vote for the appointment of candidates.
>> 
>> ??
>> 
>> _______________________________________________
>> RPD mailing list
>> RPD at afrinic.net <mailto:RPD at afrinic.net>
>> https://lists.afrinic.net/mailman/listinfo/rpd <https://lists.afrinic.net/mailman/listinfo/rpd>
>> 
>> 
>> 
>> 
>> -- 
>> Jean Baptiste MILLOGO
>> Internet Society - Burkina Faso Chapter 
>> https://www.internetsociety.org <https://www.internetsociety.org/>
>> Paths to Our Digital Future|Chemins vers notre avenir num?rique 
>> The Internet Society Global Internet Report 2017 at: https://future.internetsociety.org/ <https://future.internetsociety.org/>   -#shapetomorrow <http://connect.internetsociety.org/search?s=%23shapetomorrow&executesearch=true>
>> ---------------------------------------------------------
>> +226 74 92 10 10
>> contact at isoc-burkina.org <mailto:contact at isoc-burkina.org>
>> ---------------------------------------------------------
>> 
>> 
>> 
>> 
>> _______________________________________________
>> RPD mailing list
>> RPD at afrinic.net <mailto:RPD at afrinic.net>
>> https://lists.afrinic.net/mailman/listinfo/rpd <https://lists.afrinic.net/mailman/listinfo/rpd>
> _______________________________________________
> RPD mailing list
> RPD at afrinic.net
> https://lists.afrinic.net/mailman/listinfo/rpd

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From sfolayan at gmail.com  Wed Dec 13 10:29:31 2017
From: sfolayan at gmail.com (Sunday Folayan)
Date: Wed, 13 Dec 2017 11:29:31 +0100
Subject: [Community-Discuss] [rpd] [Board-Discuss] UPDATE PRIVATE: Re:
 Draft Procedure for Removal of an NRO NC/ASO AC Member
In-Reply-To: <FBE52A54-72CF-4B56-B023-7ECA920322D4@delong.com>
References: <465168B8-0866-407D-B77C-4F796F3E66E2@afrinic.net>
 <CA+RVDwQvqK2aKJ9hvT2naBhKUqzU64=QUEP-xyDC6GdKV7Yazg@mail.gmail.com>
 <AM0PR0602MB36034DCAF710716981F08529B9340@AM0PR0602MB3603.eurprd06.prod.outlook.com>
 <160589d9-fc9a-1708-3705-cd1dac435628@gmail.com>
 <FBE52A54-72CF-4B56-B023-7ECA920322D4@delong.com>
Message-ID: <468d6e74-53ad-bc7a-6865-a406e57ed1c4@gmail.com>

On 12/12/2017 21:52, Owen DeLong wrote:
>
>> On Dec 12, 2017, at 12:03 , Sunday Folayan <sfolayan at gmail.com 
>> <mailto:sfolayan at gmail.com>> wrote:
>>
>> Hello Marcus, Kangamutima and the Community,
>> Let me make a clarification.
>>
>> The thinking and intention of the Board is that:
>>
>> 1. Provision 9.2a can be triggered by 9.4 or by the Board when the 
>> need arises, without waiting six months for a community meeting.
>>
>> 2. Such an action is indeed an emergency action. Such an action 
>> requires? a super majority of the board as noted in 9.2a and 1 above.
>>
>> 3. The Board is happy to make it 3/4 i.e. 7 members, instead of the 
>> current super-majority of 2/3 i.e. 6 members, if there is no 
>> objection or other view on the required majority from the community.
>>
>> There is nothing inappropriate about such a provision. Indeed, the 
>> Board (elected by the same community, acting on behalf of the 
>> community) approves policies made by the Community, on behalf of the 
>> community.
>
> Well? Not quite true, there Sunday.
>
> The board is elected by the AfriNIC voting members. The ASO AC is 
> elected by a far larger community (or at least a far larger community 
> is eligible to participate in the election should they choose to do so).
>

For the intention, If we want to be very specific, then the board is 
elected by voting members who are a subset of the larger community.

The Board is also a part of the community.

Sunday.

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From jbmillogo at gmail.com  Sun Dec 17 10:29:19 2017
From: jbmillogo at gmail.com (Jean-Baptiste MILLOGO)
Date: Sun, 17 Dec 2017 10:29:19 +0000
Subject: [Community-Discuss] [rpd] [Board-Discuss] UPDATE PRIVATE: Re:
 Draft Procedure for Removal of an NRO NC/ASO AC Member
In-Reply-To: <CA+RVDwSCh=t76GyOy9aJSXZWtjTQz9KkCtf53KUf7LimQ683sg@mail.gmail.com>
References: <465168B8-0866-407D-B77C-4F796F3E66E2@afrinic.net>
 <CA+RVDwQvqK2aKJ9hvT2naBhKUqzU64=QUEP-xyDC6GdKV7Yazg@mail.gmail.com>
 <AM0PR0602MB36034DCAF710716981F08529B9340@AM0PR0602MB3603.eurprd06.prod.outlook.com>
 <160589d9-fc9a-1708-3705-cd1dac435628@gmail.com>
 <CA+RVDwSCh=t76GyOy9aJSXZWtjTQz9KkCtf53KUf7LimQ683sg@mail.gmail.com>
Message-ID: <CA+RVDwTkisKVYJdNf3VrM+pEazNtJEqjSUaM52swY8ROPofE+A@mail.gmail.com>

Hello Sunday,

Thank you for sharing  board thoughts on  the implementation of the 9.2
(a). However  the proposed text  does not mention the emergency mode and
how it could be triggered.
BTW, could you please elaborate on  what can constitute an emergency  as to
the removal of a NRO NC member?

Best regards,
JB


Le 12 d?c. 2017 8:05 PM, "Sunday Folayan" <sfolayan at gmail.com> a ?crit :

Hello Marcus, Kangamutima and the Community,
Let me make a clarification.

The thinking and intention of the Board is that:

1. Provision 9.2a can be triggered by 9.4 or by the Board when the need
arises, without waiting six months for a community meeting.

2. Such an action is indeed an emergency action. Such an action requires  a
super majority of the board as noted in 9.2a and 1 above.

3. The Board is happy to make it 3/4 i.e. 7 members, instead of the current
super-majority of 2/3 i.e. 6 members, if there is no objection or other
view on the required majority from the community.

There is nothing inappropriate about such a provision. Indeed, the Board
(elected by the same community, acting on behalf of the community) approves
policies made by the Community, on behalf of the community.

Kind Regards ...

Sunday Folayan.
Chair, AFRINIC Board.

On 12/12/2017 11:34, Marcus K. G. Adomey wrote:

Hi Community,

In deed, I cannot also grasp the common sense behind the board revoking
community elected representative at the NRO NC/ASO AC. In fact, it does not
make sense for the board to do so but rather it is the community which can
revoke board members. I therefore don?t support this provision.

Thanks



Marcus



------------------------------
*From:* Jean-Baptiste MILLOGO <jbmillogo at gmail.com> <jbmillogo at gmail.com>
*Sent:* Thursday, December 7, 2017 12:40 PM
*To:* AFRINIC Communications; rpd at afrinic.net
*Subject:* Re: [rpd] Draft Procedure for Removal of an NRO NC/ASO AC Member

Dear Alan,

Thanks for this.

There is a problem with 9.2a (and 9.4 by implication). It is groundless for
the board to remove a member that was appointed by the community.

Officers should be removed by the mechanism by which they were appointed.
 All the other proposed clauses follow this principle of like for like.

There is also lack of a procedure to recall members of the board of
directors.  This is a good time to also deal with the recall of officers in
general.

Best regards,
JB

2017-11-22 11:57 GMT+00:00 AFRINIC Communications <
comms-announce at afrinic.net>:

Dear AFRINIC Community,

The Board has noted that there is no procedure for the removal of an NRO
NC/ASO AC member.  The Board has drafted a procedure to be considered for
addition to the election guidelines at <https://www.afrinic.net/en/co
mmunity/elections/nro-aso-election?showall=1>.

The Board calls for comments for a 30 day period (ending on 22 December
2017).  Please comment in the community-discuss mailing list.

The draft procedure appears below.

Alan Barrett
CEO, AFRINIC

??

The Board proposes the following procedure, to be considered for addition
to the election guidelines at:
<https://www.afrinic.net/en/community/elections/nro-aso-election?showall=1>

9. Removal

9.1 An NRO NC member appointed by the AFRINIC Board may be removed from
office at any time by a resolution of the Board.

9.2 An NRO NC member elected by the AFRINIC community may be removed from
office through any of the following methods:

(a) A supermajority vote (two-thirds) of the AFRINIC Board, meeting in
person or via teleconference, at a meeting where the agenda circulated in
advance includes the possible removal of an NRO NC representative.
(b) A majority vote held by the community present at an AFRINIC Public
Policy Meeting.

9.3 An individual whose removal is contemplated in terms of 9.2 is entitled
to at least 10 calendar days? notice of the meeting, and may appear before
and be heard at such a meeting. Removal may proceed with or without such
individual?s presence at the meeting.

9.4 Any ten (10) bona fide members of the AFRINIC community may petition
the Board to initiate a removal in terms of 9.2(b), giving at least 40
days? notice and giving reasons for the contemplated removal. Such petition
shall be published. Unless the Board finds that the petition is invalid or
frivolous, the Board shall ensure that the agenda of the forthcoming Public
Policy Meeting includes the consideration of the removal of the NRO NC
member.

9.5 Eligibility to vote for the removal in terms of 9.2(b) shall be
determined in the same way as the eligibility to vote for the appointment
of candidates.

??

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From Andrew.Alston at liquidtelecom.com  Sun Dec 17 22:10:26 2017
From: Andrew.Alston at liquidtelecom.com (Andrew Alston)
Date: Sun, 17 Dec 2017 22:10:26 +0000
Subject: [Community-Discuss] [rpd] Removal of a director
In-Reply-To: <CAN0q0kGJRcnp1TXzise2qKCqDSs9K+vTuZkaAa+a-7hTpi=Qsw@mail.gmail.com>
References: <DB6PR0301MB25197FB47E69549ED8389236EE340@DB6PR0301MB2519.eurprd03.prod.outlook.com>
 <AM0PR0602MB360353966229D6FD7A9AEF0DB9340@AM0PR0602MB3603.eurprd06.prod.outlook.com>
 <AM0PR0602MB3603724A07479DCE7FCE6E5DB90B0@AM0PR0602MB3603.eurprd06.prod.outlook.com>
 <CABDXvWobOULrKHgQZmYRQ6rfAE+L0qMuzq0AXBEy0dWJTCCc+Q@mail.gmail.com>
 <DB6PR0301MB2519967A1218541BACEF4F0AEE0B0@DB6PR0301MB2519.eurprd03.prod.outlook.com>
 <CAN0q0kGJRcnp1TXzise2qKCqDSs9K+vTuZkaAa+a-7hTpi=Qsw@mail.gmail.com>
Message-ID: <6A6FDF61-7B00-4867-8AEF-D084B6AF26E2@liquidtelecom.com>

Ok,

Because what I have to say in here is extremely long ? let me start with the summary ? because what I had said before hand was not entirely accurate ? and the for that I apoligse (and I explain below where I believe I erred and how what I said can still be made to occur even in the event of that error).  I have also copied in the community list on this ? since I believe this discussion is best moved there ? and the only reason I am still sending it to the RPD is that the original questions were asked there.  If I can please request that further discussion of this issue go either to the members list or the community list ? thanks.

One final point before I get into this ? I am no lawyer ? I know this ? and what I write below is my own interpretation of the companies act and the company?s bylaws ? which I have spent substantial time studying.  If what I say has any factual inaccuracies ? I welcome dissenting opinions that I can further learn from ? so long as they are backed by citation of relevant material ? objection with no substantiation is meaningless.

The summary though is as follows:

? YES the members can remove a director ? the process would be as follows:


  1.  Utilizing clause 7.6.viii of the bylaws invoke an SGMM ? for the purposes of passing a special resolution to amend the bylaws to allow the community to remove a director ? and please note ? that special resolution could set the required voting percentage to remove said director at whatever they liked ? there is now low watermark ? it is subject to whatever is in the constitution (as per section 138.2 of the companies act)
  2.  Once (a) was completed ? call a second SGMM ?  for the express purpose of the removal of one or more directors ? send out the notice of said meeting with the required 14 day notice period - and then pass a resolution as permitted by the process performed in (a)

Now ? for those who want all the gruesome details ? keep reading.

So I?ve had some time ? and some of what I said was inaccurate ? though not all of it ? so let me explain my view point and we can then take it from  there:

Firstly ? the company has no shareholders ? it has members (the registered directors being the ones with the legal liability and the fiduciary responsibility)

What this means is that effectively the Afrinic members are powerless ? unless you follow the idea that as non-registered members we hold the same rights as shareholders would.  This has been the line from the board many times before this community ? though I have occasionally found this to be pretty selective ? choosing what suits them as a need for registered members vs standard members.

But ? if we are to assume that members have the rights of shareholders ? for arguments sake ? then we have to refer to two points ? one being the companies act and the other being the bylaws.

AfriNIC is a private company ? it has 9 members ? therefore ? we have to discount the following:

Section 138 of the companies act:

(1) Notwithstanding anything in its constitution or in any agreement between it and a director, a director of a public company may be removed from office by an ordinary resolution passed at a meeting called for the purpose that include the removal of a director.

What this means is ? in a public company ? the shareholders can remove a director ? and it doesn?t matter what the bylaws or constitution say ? they have the right via a 50% majority at an SGMM to revoke a director.

So ? and this is where I err?ed:

(2) Subject to the constitution of a company, a director of a private company may be removed from office by special resolution passed at a meeting called for the purpose that include the removal of the director.

(3) The notice of meeting shall state that the purpose of the meeting is the removal of the director.

What this says is ? if the bylaws allowed it ? we could remove a director via special resolution at an SGMM ? now ? it could be argued that the bylaws do not PREVENT this ? however ? they do offer an alternative ? so my guess is ? those who say that only directors can remove a director could be technically correct ? and it would come down to legal interpretation ? it would be interesting to see what happened if someone chose to attempt to invoke this if the board would see fit to fight it or realize that anyone who has managed to get the SGMM together probably has sufficient backing that they have lost the faith of this community ? would they let the vote go ahead? Who knows ? only the board can answer that.

However ? if you add an extra step to what I have said in the past ? then it can still be done:

If the SGMM was invoked (as per section 7.6 / section 116 of the companies act referred to below in this email) ? then a bylaw amendment could be passed to allow for such a removal ? followed by a second SGMM to remove the director.  Since notice of a meeting has to be given in specific time frames and the removal of a director requires a dedicated meeting for that purpose ? this may require a short time frame between these meetings ? but none the less ? if you have the votes to remove a director by special resolution ? you have the votes to change the bylaws to allow you to do it.

Now ? where did the SGMM parts come from ? this comes from both the bylaws and section 116 of the act:

The bylaws state in section 7.6:

7.6 The Registered Members and Resource Members shall, at Annual General Members' Meetings or by way of written resolutions, in addition to the rights conferred by Articles 7.1 and 7.2, have the right to:
(i) consider and adopt by Ordinary Resolution the financial statements of the Company;
(ii) receive any auditor's report;
(iii) consider the annual report;
(iv) determine, by Ordinary Resolution, the general policies for fulfilling the objects of the Company;
(v) approve, in accordance with Section 130 of the Act, a major transaction;
(vi) consider and approve by Special Resolution, if appropriate, proposals for the revocation, amendment or replacement of this Constitution;
(vii) appoint by Ordinary Resolution at each Annual General Members' Meeting the auditor of the Company to hold office until the conclusion of the next Annual General Members' Meeting;
(viii) request the Board, by way of a notice signed by not less than five (5) per cent of the Registered Members and Resource Members, to call a Special General Members' Meeting to vote on one or more resolutions; and
(ix) resolve, by Special Resolution, to put the Company into liquidation.

This is backed by section 116 of the companies act:

116. Special meeting of shareholders A special meeting of shareholders entitled to vote on an issue ?
(a) may be called at any time by ?
(i) the Board of directors; or
(ii) a person who is authorised by the constitution to call the meeting;
(b) shall be called by the Board on the written request of shareholders holding shares carrying together not less than 5 per cent of the voting rights entitled to be exercised on the issue.

This is however interesting ? because once again it lends weight to the fact that the company treats the members as shareholders ? even though I have serious doubts as to the legal validity of this ? I would be interested in hear independent legal council on this point ? do the members of AfriNIC actually have any real power ? or is the power all in the hands of the registered members alone ? I have a feeling that the latter is the case.

That  being said ? since the directors are the members ? in the event of a vote of no confidence in the entire board ? if you assume that once a director leaves office he ceases to be a member ? the company would in effect cease to exist ? however ? because of SR3 referred to below ? this now gets even more murky ? remove all the directors and you have 9 registered members who have the power to simply either ignore the vote or reappoint themselves in the absence of the community.  However ? it *IS* possible for the members ? under the bylaws ? to force an SGMM through 5% of the vote and then vote to put liquidate the company.  Therefore ? if you wanted to get rid of the entire board ? you have the option of calling for an SGMM ? gathering the votes ? liquidating the company ? and being sure that there is an agreed vehicle ready to take over.  Though ? I actually have no idea what would happen in the event of the members of this community liquidating afrinic ? I don?t think IANA ever really contemplated this situation ? and it would be *VERY* interesting to know the thoughts of someone on that side as to what the likely outcome would be.

Now ? let me refer to the votes that the community voted against.

First ? it is inaccurate that I proposed a resolution to allow for the removal of a director by the members ? the proposal to do this came from the collective board in 2016 and were tabled at the Mauritian meeting ? this was SR16 ? the community voted against taking this power for themselves for whatever reason.  Secondly ? that is not the resolution I had referred to in my last few emails ? the resolution that I found completely bizarre in the context of the community was in fact SR3 ? which would have changed section 6.3 to read as follows:

6.3 Registered Member - An individual who shall be elected as
Director in accordance with Article 13 below. The Chief Executive
Officer shall automatically also be appointed as a Registered Member,
provided that the said individual shall sign such forms as may be
prescribed by the laws of Mauritius and to contribute Rs 500 (Five
hundred Mauritian rupees only) in the event of the company being wound
up according to Article 22.
(a) For the avoidance of doubt, Registered Members shall be the only
legal entities entitled to have their names entered on the list of
members of AFRINIC filed or to be filed with the Registrar of
Companies in compliance with the Act.
(b) A Director whose tenure of office comes to an end, shall de facto
cease to be a Registered Member and shall complete all the
required formalities in compliance with the Act and/or the bylaws
to this effect.

This section 6.3.(b) was the section I was referring to when I said the community did something incredibly stupid ? because it means a director who is not re-elected may effectively choose to never relinquish his registered member status ? and that could create a major problem.  Just for the record ? that vote failed 54 to 22 ? or 71.05% - and I personally cast 15 votes in favour from the various places I hold voting rights for ? meaning the vote would have failed with a mere 63.93% in favour if I were to remove the votes cast by myself.  I find this complete bizarre.

But ? while we are on the subject of special resolutions the community voted against ? at the same meeting was SR4 ? which stated that directors ? irrespective of their regional affiliation ? must always act in the best interests of AfriNIC ? was voted down by the community ? it would have inserted the following into the bylaws:

13.6 [new article to be inserted] Notwithstanding the regional
criterion of elections of Directors for seats 1 to 6 (both inclusive) as
specified in Article 13.4(i) and 13.5, all Directors so elected, shall exercise
their powers in accordance with the Act and always act in good faith and
solely in the best interests of the company.

This failed getting less than 48% of the vote (37 for, 41 against) ? interestingly enough though ? I note in my own tally documents ? I voted against this resolution (not that it would have made a difference, it would have changed the voting numbers to 52 for vs 26 against or 66.67% in favour.  I have always been curious though as to other people?s reasons for voting against this ? though I will explain my own. I believe that If AfriNIC must maintain regionalization of directors ? then the regionalization should be total.  Either we state that there shall be a western representative nominated by the west and voted by the west, an eastern representative nominated by the east and voted by the east etc ? or we say ? directors are directors and they serve the best interests of the continent collectively.  In my mind however ? we are sititng half way in between ? where a director from the south or the east ? can be elected by majority vote from another region where the region he is meant to be representing ends up having very little say.  This is particularly prominent with a seat like indian ocean ? where because of the relatively low number of voting members ? the indian ocean representative is effectively chosen by the rest of the continent.    That being said ? and I distinctly remember raising this point ? had the items around acting in good faith and solely in the best interests of the organisation been split out some how ? THOSE I would have voted for ? but I would not and could not vote for continued regionalization is continues to drive factionalism

(And I know there are people who are likely to scream at me about secret ballots ? because it?s happened before ? so to avoid that happening ? let me state here and now ? a ballot is secret ? but by choice ? there is nothing in the act or the bylaws that require me to keep how I voted ? or why I voted that way a secret ? and in the interests of transparency ? I will always declare openly how I voted on an issue concerning Afrinic)

Andrew


From: Komi Elitcha <kmw.elitcha at gmail.com>
Date: Sunday, 17 December 2017 at 10:57
To: Andrew Alston <Andrew.Alston at liquidtelecom.com>
Cc: Ars?ne Tungali <arsenebaguma at gmail.com>, "Marcus K. G. Adomey" <madomey at hotmail.com>, rpd <rpd at afrinic.net>
Subject: Re: [rpd] Removal of a director

Hi,

I don?t know where Andrew is getting his information from and I too would like him to find his computer and verify his claims.

As far as I can see, they are erroneous and misleading.  The facts from AfRINIC docs and lists

- only board members (registered members) can recall themselves.
- resource members and the wider community have no powers.
- There was no special resolutions on the matter by Andrew as claimed
- A previous attempt to address this was in the Bylaws review 2016

Current bylaws
{
https://www.afrinic.net/en/about/bylaws/2001-afrinic-bylaws-2016?start=13<https://www.afrinic.net/en/about/bylaws/2001-afrinic-bylaws-2016?start=13>

14 REMOVAL OF DIRECTORS
14.1 A Director shall hold office until:
(i) his term of office expires, without prejudice to Article 13;
(ii) he/she signs a written notice of resignation and delivers it to the address for service on the Company, which notice shall be effective when it is received at that address or at such later time as may be specified in the notice;
(iii) he/she is removed by the affirmative vote of two-thirds of all other Directors;
(iv) he/she otherwise ceases to be a Director pursuant to Section 139 of the Act; or
(v) the Director being the Chief Executive Officer, on the Board terminating his employment as Chief Executive Officer.
}
Bylaws Revision
{

https://www.afrinic.net/images/2.0-Special_Resolutions_SR1_to_SR20.pdf<https://www.afrinic.net/images/2.0-Special_Resolutions_SR1_to_SR20.pdf>

Special Resolution 16 (SR16)
Give the Members the power to recall a Director.

Insert a new sub-article 14.1(iv) after the existing 14.1(iii), and re-number the subsequent sub-articles as appropriate; Add a new article 14.2 as follows.
14.1 A Director shall hold office until:
    .    (i)  [no change from previous text]

    .    (ii)  [no change from previous text]

    .    (iii)  [no change from previous text]

    .    (iv)  [new sub-article] he/she is removed in terms of Article 14.2;

    .    (v)  [previous part (iv) re-numbered to (v)]

    .    (vi)  [previous part (v) re-numbered to (vi)]

14.2 [new article] A Director other than the Chief Executive Officer may be removed by a special resolution of Registered Members and Resource Members passed at an Annual General Member Meeting, provided:
(i) At least 10% of all Registered Members and Resource Members petition for the special resolution to be included in the agenda of the meeting

    .    (ii)  The Director who is the subject of the special resolution is given the opportunity to be heard at the meeting;

    .    (iii)  The special resolution is passed with a supermajority of no less than 75% of all votes cast.
}

The votes results
{

https://www.afrinic.net/en/news/1957-results-of-voting-on-special-resolutions<https://www.afrinic.net/en/news/1957-results-of-voting-on-special-resolutions>

SR 16: Give the Members the power to recall a Director.
58 YES, 21 NO, 0 Abstain
FAILED with 73% YES votes
}
Origin and discussions on what became SR16
{

https://lists.afrinic.net/pipermail/community-discuss/2016-June/000350.html<https://lists.afrinic.net/pipermail/community-discuss/2016-June/000350.html>
}
Andrew's proposed special resolutions  to amend bylaws 2015
{
 https://afrinic.net/images/doc/special_resolution_proposed_by_member.pdf<https://afrinic.net/images/doc/special_resolution_proposed_by_member.pdf>
}


Thanks


2017-12-15 14:35 GMT+00:00 Andrew Alston <Andrew.Alston at liquidtelecom.com<mailto:Andrew.Alston at liquidtelecom.com>>:
Dear Marcus,

Right now - I am on holiday with my family - sitting 9 hours behind my normal time zone - and wandering around Disney Land most of the time.

I will clarify and send the documents when I get time to access them - and I remind you - and Arsene - I have zero obligations to give you any information - in any time frame - and how long it takes - that?s up to me - when I have the chance to look up specifics - you will get them - until then - you are quite free to do what I will do to find them - go and read the bylaws and the companies act.

Shrug - btw - I have asked you a couple of things about a year or two ago - I believe the answer I got was something about enjoying a black label and getting back to me - care to go and answer those? I believe someone who has the time to sit and demand answers of others should not need a year to answer other emails


Andrew

Get Outlook for iOS<https://aka.ms/o0ukef>
_____________________________
From: Ars?ne Tungali <arsenebaguma at gmail.com<mailto:arsenebaguma at gmail.com>>
Sent: Friday, December 15, 2017 05:37
Subject: Re: [rpd] Removal of a director
To: Marcus K. G. Adomey <madomey at hotmail.com<mailto:madomey at hotmail.com>>
Cc: Andrew Alston <andrew.alston at liquidtelecom.com<mailto:andrew.alston at liquidtelecom.com>>, rpd <rpd at afrinic.net<mailto:rpd at afrinic.net>>






2017-12-15 12:21 GMT+02:00 Marcus K. G. Adomey <madomey at hotmail.com<mailto:madomey at hotmail.com>>:
I think providing an answer to my request should not take so long for an immediate past board member, even if his computer is missing.

Been wondering the same thing.

I hope Andrew comes back soon with details :)

Arsene

Marcus

________________________________
From: Marcus K. G. Adomey <madomey at hotmail.com<mailto:madomey at hotmail.com>>
Sent: Tuesday, December 12, 2017 9:03:50 PM
To: Andrew Alston; rpd
Subject: Re: Removal of a director


Hi Andrew,



Could you point to the bylaws section or the corporate document where   5% of members (registered and resources) can recall a director and vote by super majority?



Warm regards







Marcus

________________________________
From: Andrew Alston <Andrew.Alston at liquidtelecom.com<mailto:Andrew.Alston at liquidtelecom.com>>
Sent: Tuesday, December 12, 2017 2:30 PM
To: rpd
Subject: [rpd] Removal of a director

Hi,

There are those that have said on this list that there is no procedure to recall a sitting board member.

This is fundamentally inaccurate - there is. It requires the signatures of 5% of the membership base to call for it - and following that a vote by super majority.

If I recall there was a resolution proposed to make this easier - first by myself - it was voted down - and second proposed by the board in Mauritius - again it was voted down - so the procedure exists and is as difficult as it is because that is what this community wanted.

This community has a habit of voting against things based on who proposed them then coming and asking for them again later. I really wonder what will happen when a director finishes his term and refuses to hand back his legal membership - and as a result cannot be removed as a member of the company - and as a result no new directors can be appointed.  Since that is the status quo that this community voted for and legitimized in Mauritius when they voted against the need for a director to relinquish his status at the end of his term.

Fascinating how this community acts against their own interests and then wants a revisit once the idea becomes ?invented here?

Just like it will be curious if that audit policy ever passes and audits are demanded of the authors - some of whom to this day only utilize 25% of their allocated space that they have sat on for close to a decade.

Andrew

GetOutlook for iOS<https://aka.ms/o0ukef>

_______________________________________________
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RPD at afrinic.net<mailto:RPD at afrinic.net>
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_______________________________________________
RPD mailing list
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From boubakarbarry at gmail.com  Mon Dec 18 01:58:16 2017
From: boubakarbarry at gmail.com (Boubakar Barry)
Date: Mon, 18 Dec 2017 01:58:16 +0000
Subject: [Community-Discuss] [rpd] Removal of a director
In-Reply-To: <6A6FDF61-7B00-4867-8AEF-D084B6AF26E2@liquidtelecom.com>
References: <DB6PR0301MB25197FB47E69549ED8389236EE340@DB6PR0301MB2519.eurprd03.prod.outlook.com>
 <AM0PR0602MB360353966229D6FD7A9AEF0DB9340@AM0PR0602MB3603.eurprd06.prod.outlook.com>
 <AM0PR0602MB3603724A07479DCE7FCE6E5DB90B0@AM0PR0602MB3603.eurprd06.prod.outlook.com>
 <CABDXvWobOULrKHgQZmYRQ6rfAE+L0qMuzq0AXBEy0dWJTCCc+Q@mail.gmail.com>
 <DB6PR0301MB2519967A1218541BACEF4F0AEE0B0@DB6PR0301MB2519.eurprd03.prod.outlook.com>
 <CAN0q0kGJRcnp1TXzise2qKCqDSs9K+vTuZkaAa+a-7hTpi=Qsw@mail.gmail.com>
 <6A6FDF61-7B00-4867-8AEF-D084B6AF26E2@liquidtelecom.com>
Message-ID: <CAGrBSSi9U71i=-ybM0EBAof8S+0gmJrFPt+=XAjAUAe4dEOicw@mail.gmail.com>

I know that the AfriNIC community is very generous, with many volunteers.

Can someone summarize this for us? I anticipate that it will be very much
appreciated.

Boubakar

On Sun, Dec 17, 2017 at 10:10 PM, Andrew Alston <
Andrew.Alston at liquidtelecom.com> wrote:

> Ok,
>
>
>
> Because what I have to say in here is extremely long ? let me start with
> the summary ? because what I had said before hand was not entirely accurate
> ? and the for that I apoligse (and I explain below where I believe I erred
> and how what I said can still be made to occur even in the event of that
> error).  I have also copied in the community list on this ? since I believe
> this discussion is best moved there ? and the only reason I am still
> sending it to the RPD is that the original questions were asked there.  If
> I can please request that further discussion of this issue go either to the
> members list or the community list ? thanks.
>
>
>
> One final point before I get into this ? I am no lawyer ? I know this ?
> and what I write below is my own interpretation of the companies act and
> the company?s bylaws ? which I have spent substantial time studying.  If
> what I say has any factual inaccuracies ? I welcome dissenting opinions
> that I can further learn from ? so long as they are backed by citation of
> relevant material ? objection with no substantiation is meaningless.
>
>
>
> The summary though is as follows:
>
>
>
> ? YES the members can remove a director ? the process would be as follows:
>
>
>
>    1. Utilizing clause 7.6.viii of the bylaws invoke an SGMM ? for the
>    purposes of passing a special resolution to amend the bylaws to allow the
>    community to remove a director ? and please note ? that special resolution
>    could set the required voting percentage to remove said director at
>    whatever they liked ? there is now low watermark ? it is subject to
>    whatever is in the constitution (as per section 138.2 of the companies act)
>    2. Once (a) was completed ? call a second SGMM ?  for the express
>    purpose of the removal of one or more directors ? send out the notice of
>    said meeting with the required 14 day notice period - and then pass a
>    resolution as permitted by the process performed in (a)
>
>
>
> Now ? for those who want all the gruesome details ? keep reading.
>
>
>
> So I?ve had some time ? and some of what I said was inaccurate ? though
> not all of it ? so let me explain my view point and we can then take it
> from  there:
>
>
>
> Firstly ? the company has no shareholders ? it has members (the registered
> directors being the ones with the legal liability and the fiduciary
> responsibility)
>
>
>
> What this means is that effectively the Afrinic members are powerless ?
> unless you follow the idea that as non-registered members we hold the same
> rights as shareholders would.  This has been the line from the board many
> times before this community ? though I have occasionally found this to be
> pretty selective ? choosing what suits them as a need for registered
> members vs standard members.
>
>
>
> But ? if we are to assume that members have the rights of shareholders ?
> for arguments sake ? then we have to refer to two points ? one being the
> companies act and the other being the bylaws.
>
>
>
> AfriNIC is a private company ? it has 9 members ? therefore ? we have to
> discount the following:
>
>
>
> Section 138 of the companies act:
>
>
>
> (1) *Notwithstanding anything in its constitution* or in any agreement
> between it and a director, a director of a *public* company may be
> removed from office by an ordinary resolution passed at a meeting called
> for the purpose that include the removal of a director.
>
>
>
> What this means is ? in a public company ? the shareholders can remove a
> director ? and it doesn?t matter what the bylaws or constitution say ? they
> have the right via a 50% majority at an SGMM to revoke a director.
>
>
>
> So ? and this is where I err?ed:
>
>
>
> (2) *Subject to the constitution of a company*, a director of a private
> company may be removed from office by *special resolution* passed at a
> meeting called for the purpose that include the removal of the director.
>
>
>
> (3) The notice of meeting shall state that the purpose of the meeting is
> the removal of the director.
>
>
>
> What this says is ? if the bylaws allowed it ? we could remove a director
> via special resolution at an SGMM ? now ? it could be argued that the
> bylaws do not PREVENT this ? however ? they do offer an alternative ? so my
> guess is ? those who say that only directors can remove a director could be
> technically correct ? and it would come down to legal interpretation ? it
> would be interesting to see what happened if someone chose to attempt to
> invoke this if the board would see fit to fight it or realize that anyone
> who has managed to get the SGMM together probably has sufficient backing
> that they have lost the faith of this community ? would they let the vote
> go ahead? Who knows ? only the board can answer that.
>
>
>
> However ? if you add an extra step to what I have said in the past ? then
> it can still be done:
>
>
>
> If the SGMM was invoked (as per section 7.6 / section 116 of the companies
> act referred to below in this email) ? then a bylaw amendment could be
> passed to allow for such a removal ? followed by a second SGMM to remove
> the director.  Since notice of a meeting has to be given in specific time
> frames and the removal of a director requires a dedicated meeting for that
> purpose ? this may require a short time frame between these meetings ? but
> none the less ? if you have the votes to remove a director by special
> resolution ? you have the votes to change the bylaws to allow you to do it.
>
>
>
> Now ? where did the SGMM parts come from ? this comes from both the bylaws
> and section 116 of the act:
>
>
>
> The bylaws state in section 7.6:
>
>
>
> 7.6 The Registered Members and Resource Members shall, at Annual General
> Members' Meetings or by way of written resolutions, in addition to the
> rights conferred by Articles 7.1 and 7.2, have the right to:
>
> (i) consider and adopt by Ordinary Resolution the financial statements of
> the Company;
>
> (ii) receive any auditor's report;
>
> (iii) consider the annual report;
>
> (iv) determine, by Ordinary Resolution, the general policies for
> fulfilling the objects of the Company;
>
> (v) approve, in accordance with Section 130 of the Act, a major
> transaction;
>
> (vi) consider and approve by Special Resolution, if appropriate, proposals
> for the revocation, amendment or replacement of this Constitution;
>
> (vii) appoint by Ordinary Resolution at each Annual General Members'
> Meeting the auditor of the Company to hold office until the conclusion of
> the next Annual General Members' Meeting;
>
> *(viii) request the Board, by way of a notice signed by not less than five
> (5) per cent of the Registered Members and Resource Members, to call a
> Special General Members' Meeting to vote on one or more resolutions; and*
>
> (ix) resolve, by Special Resolution, to put the Company into liquidation.
>
>
>
> This is backed by section 116 of the companies act:
>
>
>
> 116. Special meeting of shareholders A special meeting of shareholders
> entitled to vote on an issue ?
>
> (a) may be called at any time by ?
>
> (i) the Board of directors; or
>
> (ii) a person who is authorised by the constitution to call the meeting;
>
> *(b) shall be called by the Board on the written request of shareholders
> holding shares carrying together not less than 5 per cent of the voting
> rights entitled to be exercised on the issue.*
>
>
>
> This is however interesting ? because once again it lends weight to the
> fact that the company treats the members as shareholders ? even though I
> have serious doubts as to the legal validity of this ? I would be
> interested in hear *independent* legal council on this point ? do the
> members of AfriNIC actually have any real power ? or is the power all in
> the hands of the registered members alone ? I have a feeling that the
> latter is the case.
>
>
>
> That  being said ? since the directors are the members ? in the event of a
> vote of no confidence in the entire board ? if you assume that once a
> director leaves office he ceases to be a member ? the company would in
> effect cease to exist ? however ? because of SR3 referred to below ? this
> now gets even more murky ? remove all the directors and you have 9
> registered members who have the power to simply either ignore the vote or
> reappoint themselves in the absence of the community.  However ? it **IS**
> possible for the members ? under the bylaws ? to force an SGMM through 5%
> of the vote and then vote to put liquidate the company.  Therefore ? if you
> wanted to get rid of the entire board ? you have the option of calling for
> an SGMM ? gathering the votes ? liquidating the company ? and being sure
> that there is an agreed vehicle ready to take over.  Though ? I actually
> have no idea what would happen in the event of the members of this
> community liquidating afrinic ? I don?t think IANA ever really contemplated
> this situation ? and it would be **VERY** interesting to know the
> thoughts of someone on that side as to what the likely outcome would be.
>
>
>
> Now ? let me refer to the votes that the community voted against.
>
>
>
> First ? it is inaccurate that I proposed a resolution to allow for the
> removal of a director by the members ? the proposal to do this came from
> the collective board in 2016 and were tabled at the Mauritian meeting ?
> this was SR16 ? the community voted against taking this power for
> themselves for whatever reason.  Secondly ? that is not the resolution I
> had referred to in my last few emails ? the resolution that I found
> completely bizarre in the context of the community was in fact SR3 ? which
> would have changed section 6.3 to read as follows:
>
>
>
> 6.3 Registered Member - An individual who shall be elected as
>
> Director in accordance with Article 13 below. The Chief Executive
>
> Officer shall automatically also be appointed as a Registered Member,
>
> provided that the said individual shall sign such forms as may be
>
> prescribed by the laws of Mauritius and to contribute Rs 500 (Five
>
> hundred Mauritian rupees only) in the event of the company being wound
>
> up according to Article 22.
>
> (a) For the avoidance of doubt, Registered Members shall be the only
>
> legal entities entitled to have their names entered on the list of
>
> members of AFRINIC filed or to be filed with the Registrar of
>
> Companies in compliance with the Act.
>
> (b) A Director whose tenure of office comes to an end, shall de facto
>
> cease to be a Registered Member and shall complete all the
>
> required formalities in compliance with the Act and/or the bylaws
>
> to this effect.
>
>
>
> This section 6.3.(b) was the section I was referring to when I said the
> community did something incredibly stupid ? because it means a director who
> is not re-elected may effectively choose to never relinquish his registered
> member status ? and that could create a major problem.  Just for the record
> ? that vote failed 54 to 22 ? or 71.05% - and I personally cast 15 votes in
> favour from the various places I hold voting rights for ? meaning the vote
> would have failed with a mere 63.93% in favour if I were to remove the
> votes cast by myself.  I find this complete bizarre.
>
>
>
> But ? while we are on the subject of special resolutions the community
> voted against ? at the same meeting was SR4 ? which stated that directors ?
> irrespective of their regional affiliation ? must always act in the best
> interests of AfriNIC ? was voted down by the community ? it would have
> inserted the following into the bylaws:
>
>
>
> 13.6 [new article to be inserted] Notwithstanding the regional
>
> criterion of elections of Directors for seats 1 to 6 (both inclusive) as
>
> specified in Article 13.4(i) and 13.5, all Directors so elected, shall
> exercise
>
> their powers in accordance with the Act and always act in good faith and
>
> solely in the best interests of the company.
>
>
>
> This failed getting less than 48% of the vote (37 for, 41 against) ?
> interestingly enough though ? I note in my own tally documents ? I voted
> against this resolution (not that it would have made a difference, it would
> have changed the voting numbers to 52 for vs 26 against or 66.67% in
> favour.  I have always been curious though as to other people?s reasons for
> voting against this ? though I will explain my own. I believe that If
> AfriNIC must maintain regionalization of directors ? then the
> regionalization should be total.  Either we state that there shall be a
> western representative nominated by the west and voted by the west, an
> eastern representative nominated by the east and voted by the east etc ? or
> we say ? directors are directors and they serve the best interests of the
> continent collectively.  In my mind however ? we are sititng half way in
> between ? where a director from the south or the east ? can be elected by
> majority vote from another region where the region he is meant to be
> representing ends up having very little say.  This is particularly
> prominent with a seat like indian ocean ? where because of the relatively
> low number of voting members ? the indian ocean representative is
> effectively chosen by the rest of the continent.    That being said ? and I
> distinctly remember raising this point ? had the items around acting in
> good faith and solely in the best interests of the organisation been split
> out some how ? THOSE I would have voted for ? but I would not and could not
> vote for continued regionalization is continues to drive factionalism
>
>
>
> (And I know there are people who are likely to scream at me about secret
> ballots ? because it?s happened before ? so to avoid that happening ? let
> me state here and now ? a ballot is secret ? but by choice ? there is
> nothing in the act or the bylaws that require me to keep how I voted ? or
> why I voted that way a secret ? and in the interests of transparency ? I
> will always declare openly how I voted on an issue concerning Afrinic)
>
>
>
> Andrew
>
>
>
>
>
> *From: *Komi Elitcha <kmw.elitcha at gmail.com>
> *Date: *Sunday, 17 December 2017 at 10:57
> *To: *Andrew Alston <Andrew.Alston at liquidtelecom.com>
> *Cc: *Ars?ne Tungali <arsenebaguma at gmail.com>, "Marcus K. G. Adomey" <
> madomey at hotmail.com>, rpd <rpd at afrinic.net>
>
> *Subject: *Re: [rpd] Removal of a director
>
>
>
> Hi,
>
> I don?t know where Andrew is getting his information from and I too would
> like him to find his computer and verify his claims.
>
> As far as I can see, they are erroneous and misleading.  The facts from
> AfRINIC docs and lists
>
> - only board members (registered members) can recall themselves.
> - resource members and the wider community have no powers.
> - There was no special resolutions on the matter by Andrew as claimed
> - A previous attempt to address this was in the Bylaws review 2016
>
> Current bylaws
> {
> https://www.afrinic.net/en/about/bylaws/2001-afrinic-bylaws-2016?start=13
>
> 14 REMOVAL OF DIRECTORS
> 14.1 A Director shall hold office until:
> (i) his term of office expires, without prejudice to Article 13;
> (ii) he/she signs a written notice of resignation and delivers it to the
> address for service on the Company, which notice shall be effective when it
> is received at that address or at such later time as may be specified in
> the notice;
> (iii) he/she is removed by the affirmative vote of two-thirds of all other
> Directors;
> (iv) he/she otherwise ceases to be a Director pursuant to Section 139 of
> the Act; or
> (v) the Director being the Chief Executive Officer, on the Board
> terminating his employment as Chief Executive Officer.
> }
> Bylaws Revision
> {
>
> https://www.afrinic.net/images/2.0-Special_Resolutions_SR1_to_SR20.pdf
>
> Special Resolution 16 (SR16)
> Give the Members the power to recall a Director.
>
> Insert a new sub-article 14.1(iv) after the existing 14.1(iii), and
> re-number the subsequent sub-articles as appropriate; Add a new article
> 14.2 as follows.
> 14.1 A Director shall hold office until:
>     .    (i)  [no change from previous text]
>
>     .    (ii)  [no change from previous text]
>
>     .    (iii)  [no change from previous text]
>
>     .    (iv)  [new sub-article] he/she is removed in terms of Article
> 14.2;
>
>     .    (v)  [previous part (iv) re-numbered to (v)]
>
>     .    (vi)  [previous part (v) re-numbered to (vi)]
>
> 14.2 [new article] A Director other than the Chief Executive Officer may
> be removed by a special resolution of Registered Members and Resource
> Members passed at an Annual General Member Meeting, provided:
> (i) At least 10% of all Registered Members and Resource Members petition
> for the special resolution to be included in the agenda of the meeting
>
>     .    (ii)  The Director who is the subject of the special resolution
> is given the opportunity to be heard at the meeting;
>
>     .    (iii)  The special resolution is passed with a supermajority of
> no less than 75% of all votes cast.
> }
>
> The votes results
> {
>
> https://www.afrinic.net/en/news/1957-results-of-voting-
> on-special-resolutions
>
> SR 16: Give the Members the power to recall a Director.
> 58 YES, 21 NO, 0 Abstain
> FAILED with 73% YES votes
> }
> Origin and discussions on what became SR16
> {
>
> https://lists.afrinic.net/pipermail/community-discuss/
> 2016-June/000350.html
> }
> Andrew's proposed special resolutions  to amend bylaws 2015
> {
>  https://afrinic.net/images/doc/special_resolution_proposed_by_member.pdf
> }
>
>
> Thanks
>
>
>
> 2017-12-15 14:35 GMT+00:00 Andrew Alston <Andrew.Alston at liquidtelecom.com
> >:
>
> Dear Marcus,
>
>
>
> Right now - I am on holiday with my family - sitting 9 hours behind my
> normal time zone - and wandering around Disney Land most of the time.
>
>
>
> I will clarify and send the documents when I get time to access them - and
> I remind you - and Arsene - I have zero obligations to give you any
> information - in any time frame - and how long it takes - that?s up to me -
> when I have the chance to look up specifics - you will get them - until
> then - you are quite free to do what I will do to find them - go and read
> the bylaws and the companies act.
>
>
>
> Shrug - btw - I have asked you a couple of things about a year or two ago
> - I believe the answer I got was something about enjoying a black label and
> getting back to me - care to go and answer those? I believe someone who has
> the time to sit and demand answers of others should not need a year to
> answer other emails
>
>
>
>
>
> Andrew
>
>
>
> Get Outlook for iOS <https://aka.ms/o0ukef>
>
> _____________________________
> From: Ars?ne Tungali <arsenebaguma at gmail.com>
> Sent: Friday, December 15, 2017 05:37
> Subject: Re: [rpd] Removal of a director
> To: Marcus K. G. Adomey <madomey at hotmail.com>
> Cc: Andrew Alston <andrew.alston at liquidtelecom.com>, rpd <rpd at afrinic.net>
>
>
>
>
>
>
>
>
>
>
> 2017-12-15 12:21 GMT+02:00 Marcus K. G. Adomey <madomey at hotmail.com>:
>
> I think providing an answer to my request should not take so long for an
> immediate past board member, even if his computer is missing.
>
>
>
> Been wondering the same thing.
>
>
>
> I hope Andrew comes back soon with details :)
>
>
>
> Arsene
>
>
>
> Marcus
>
>
> ------------------------------
>
> *From:* Marcus K. G. Adomey <madomey at hotmail.com>
> *Sent:* Tuesday, December 12, 2017 9:03:50 PM
> *To:* Andrew Alston; rpd
> *Subject:* Re: Removal of a director
>
>
>
> Hi Andrew,
>
>
>
> Could you point to the bylaws section or the corporate document where   5%
> of members (registered and resources) can recall a director and vote by
> super majority?
>
>
>
> Warm regards
>
>
>
>
>
>
>
> Marcus
>
>
> ------------------------------
>
> *From:* Andrew Alston <Andrew.Alston at liquidtelecom.com>
> *Sent:* Tuesday, December 12, 2017 2:30 PM
> *To:* rpd
> *Subject:* [rpd] Removal of a director
>
>
>
> Hi,
>
>
>
> There are those that have said on this list that there is no procedure to
> recall a sitting board member.
>
>
>
> This is fundamentally inaccurate - there is. It requires the signatures of
> 5% of the membership base to call for it - and following that a vote by
> super majority.
>
>
>
> If I recall there was a resolution proposed to make this easier - first by
> myself - it was voted down - and second proposed by the board in Mauritius
> - again it was voted down - so the procedure exists and is as difficult as
> it is because that is what this community wanted.
>
>
>
> This community has a habit of voting against things based on who proposed
> them then coming and asking for them again later. I really wonder what will
> happen when a director finishes his term and refuses to hand back his legal
> membership - and as a result cannot be removed as a member of the company -
> and as a result no new directors can be appointed.  Since that is the
> status quo that this community voted for and legitimized in Mauritius when
> they voted against the need for a director to relinquish his status at the
> end of his term.
>
>
>
> Fascinating how this community acts against their own interests and then
> wants a revisit once the idea becomes ?invented here?
>
>
>
> Just like it will be curious if that audit policy ever passes and audits
> are demanded of the authors - some of whom to this day only utilize 25% of
> their allocated space that they have sat on for close to a decade.
>
>
>
> Andrew
>
>
>
> GetOutlook for iOS <https://aka.ms/o0ukef>
>
>
> _______________________________________________
> RPD mailing list
> RPD at afrinic.net
> https://lists.afrinic.net/mailman/listinfo/rpd
>
>
>
>
>
>
> _______________________________________________
> RPD mailing list
> RPD at afrinic.net
> https://lists.afrinic.net/mailman/listinfo/rpd
>
>
>
>
> --
>
> --KE
>
>
>
> _______________________________________________
> Community-Discuss mailing list
> Community-Discuss at afrinic.net
> https://lists.afrinic.net/mailman/listinfo/community-discuss
>
>
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From herve.clement at orange.com  Wed Dec 13 08:35:21 2017
From: herve.clement at orange.com (herve.clement at orange.com)
Date: Wed, 13 Dec 2017 08:35:21 +0000
Subject: [Community-Discuss] [rpd] [Board-Discuss] UPDATE PRIVATE: Re:
 Draft Procedure for Removal of an NRO NC/ASO AC Member
In-Reply-To: <FBE52A54-72CF-4B56-B023-7ECA920322D4@delong.com>
References: <465168B8-0866-407D-B77C-4F796F3E66E2@afrinic.net>
 <CA+RVDwQvqK2aKJ9hvT2naBhKUqzU64=QUEP-xyDC6GdKV7Yazg@mail.gmail.com>
 <AM0PR0602MB36034DCAF710716981F08529B9340@AM0PR0602MB3603.eurprd06.prod.outlook.com>
 <160589d9-fc9a-1708-3705-cd1dac435628@gmail.com>
 <FBE52A54-72CF-4B56-B023-7ECA920322D4@delong.com>
Message-ID: <30034_1513154122_5A30E64A_30034_279_1_2AF4C0655C93DD4D9A005252D465A808676A86EC@OPEXCLILM21.corporate.adroot.infra.ftgroup>

Hello all,

Within each RIR, 2 NRO NC members are appointed by the community and the last one by the Executive Board.

Best regards

Herv?

De : Owen DeLong [mailto:owen at delong.com]
Envoy? : mardi 12 d?cembre 2017 21:53
? : Sunday Folayan
Cc : General Discussions of AFRINIC; rpd >> AfriNIC Resource Policy
Objet : Re: [rpd] [Board-Discuss] UPDATE PRIVATE: Re: Draft Procedure for Removal of an NRO NC/ASO AC Member


On Dec 12, 2017, at 12:03 , Sunday Folayan <sfolayan at gmail.com<mailto:sfolayan at gmail.com>> wrote:

Hello Marcus, Kangamutima and the Community,
Let me make a clarification.

The thinking and intention of the Board is that:

1. Provision 9.2a can be triggered by 9.4 or by the Board when the need arises, without waiting six months for a community meeting.

2. Such an action is indeed an emergency action. Such an action requires  a super majority of the board as noted in 9.2a and 1 above.

3. The Board is happy to make it 3/4 i.e. 7 members, instead of the current super-majority of 2/3 i.e. 6 members, if there is no objection or other view on the required majority from the community.

There is nothing inappropriate about such a provision. Indeed, the Board (elected by the same community, acting on behalf of the community) approves policies made by the Community, on behalf of the community.

Well? Not quite true, there Sunday.

The board is elected by the AfriNIC voting members. The ASO AC is elected by a far larger community (or at least a far larger community is eligible to participate in the election should they choose to do so).

Owen



Kind Regards ...

Sunday Folayan.
Chair, AFRINIC Board.
On 12/12/2017 11:34, Marcus K. G. Adomey wrote:
Hi Community,

In deed, I cannot also grasp the common sense behind the board revoking community elected representative at the NRO NC/ASO AC. In fact, it does not make sense for the board to do so but rather it is the community which can revoke board members. I therefore don?t support this provision.

Thanks



Marcus



________________________________
From: Jean-Baptiste MILLOGO <jbmillogo at gmail.com><mailto:jbmillogo at gmail.com>
Sent: Thursday, December 7, 2017 12:40 PM
To: AFRINIC Communications; rpd at afrinic.net<mailto:rpd at afrinic.net>
Subject: Re: [rpd] Draft Procedure for Removal of an NRO NC/ASO AC Member

Dear Alan,

Thanks for this.

There is a problem with 9.2a (and 9.4 by implication). It is groundless for the board to remove a member that was appointed by the community.

Officers should be removed by the mechanism by which they were appointed.   All the other proposed clauses follow this principle of like for like.

There is also lack of a procedure to recall members of the board of directors.  This is a good time to also deal with the recall of officers in general.

Best regards,
JB

2017-11-22 11:57 GMT+00:00 AFRINIC Communications <comms-announce at afrinic.net<mailto:comms-announce at afrinic.net>>:
Dear AFRINIC Community,

The Board has noted that there is no procedure for the removal of an NRO NC/ASO AC member.  The Board has drafted a procedure to be considered for addition to the election guidelines at <https://www.afrinic.net/en/community/elections/nro-aso-election?showall=1>.

The Board calls for comments for a 30 day period (ending on 22 December 2017).  Please comment in the community-discuss mailing list.

The draft procedure appears below.

Alan Barrett
CEO, AFRINIC

??

The Board proposes the following procedure, to be considered for addition to the election guidelines at:
<https://www.afrinic.net/en/community/elections/nro-aso-election?showall=1>

9. Removal

9.1 An NRO NC member appointed by the AFRINIC Board may be removed from office at any time by a resolution of the Board.

9.2 An NRO NC member elected by the AFRINIC community may be removed from office through any of the following methods:

(a) A supermajority vote (two-thirds) of the AFRINIC Board, meeting in person or via teleconference, at a meeting where the agenda circulated in advance includes the possible removal of an NRO NC representative.
(b) A majority vote held by the community present at an AFRINIC Public Policy Meeting.

9.3 An individual whose removal is contemplated in terms of 9.2 is entitled to at least 10 calendar days? notice of the meeting, and may appear before and be heard at such a meeting. Removal may proceed with or without such individual?s presence at the meeting.

9.4 Any ten (10) bona fide members of the AFRINIC community may petition the Board to initiate a removal in terms of 9.2(b), giving at least 40 days? notice and giving reasons for the contemplated removal. Such petition shall be published. Unless the Board finds that the petition is invalid or frivolous, the Board shall ensure that the agenda of the forthcoming Public Policy Meeting includes the consideration of the removal of the NRO NC member.

9.5 Eligibility to vote for the removal in terms of 9.2(b) shall be determined in the same way as the eligibility to vote for the appointment of candidates.

??

_______________________________________________
RPD mailing list
RPD at afrinic.net<mailto:RPD at afrinic.net>
https://lists.afrinic.net/mailman/listinfo/rpd


--
Jean Baptiste MILLOGO
Internet Society - Burkina Faso Chapter
https://www.internetsociety.org<https://www.internetsociety.org/>
Paths to Our Digital Future|Chemins vers notre avenir num?rique
The Internet Society Global Internet Report 2017 at: https://future.internetsociety.org/   -#shapetomorrow<http://connect.internetsociety.org/search?s=%23shapetomorrow&executesearch=true>
---------------------------------------------------------
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From emmanuel.adjovi at francophonie.org  Wed Dec 13 19:09:27 2017
From: emmanuel.adjovi at francophonie.org (Emmanuel ADJOVI)
Date: Wed, 13 Dec 2017 20:09:27 +0100
Subject: [Community-Discuss] [rpd] [Board-Discuss] UPDATE PRIVATE: Re:
	Draft Procedure for Removal of an NRO NC/ASO AC Member
In-Reply-To: <30034_1513154122_5A30E64A_30034_279_1_2AF4C0655C93DD4D9A005252D465A808676A86EC@OPEXCLILM21.corporate.adroot.infra.ftgroup>
References: <465168B8-0866-407D-B77C-4F796F3E66E2@afrinic.net>
 <CA+RVDwQvqK2aKJ9hvT2naBhKUqzU64=QUEP-xyDC6GdKV7Yazg@mail.gmail.com>
 <AM0PR0602MB36034DCAF710716981F08529B9340@AM0PR0602MB3603.eurprd06.prod.outlook.com>
 <160589d9-fc9a-1708-3705-cd1dac435628@gmail.com>
 <FBE52A54-72CF-4B56-B023-7ECA920322D4@delong.com>
 <30034_1513154122_5A30E64A_30034_279_1_2AF4C0655C93DD4D9A005252D465A808676A86EC@OPEXCLILM21.corporate.adroot.infra.ftgroup>
Message-ID: <01f001d37445$e56519d0$b02f4d70$@francophonie.org>

Hello all,

I would simply like to say  that Afrinic Board needs to respect the principles of democracy and the rule of law.

Best regards

Emmanuel

 

 

De : herve.clement at orange.com [mailto:herve.clement at orange.com] 
Envoy? : mercredi 13 d?cembre 2017 09:35
? : Owen DeLong; Sunday Folayan
Cc : General Discussions of AFRINIC; rpd >> AfriNIC Resource Policy
Objet : Re: [rpd] [Board-Discuss] UPDATE PRIVATE: Re: Draft Procedure for Removal of an NRO NC/ASO AC Member

 

Hello all,

 

Within each RIR, 2 NRO NC members are appointed by the community and the last one by the Executive Board.

 

Best regards

 

Herv?

 

De : Owen DeLong [mailto:owen at delong.com] 
Envoy? : mardi 12 d?cembre 2017 21:53
? : Sunday Folayan
Cc : General Discussions of AFRINIC; rpd >> AfriNIC Resource Policy
Objet : Re: [rpd] [Board-Discuss] UPDATE PRIVATE: Re: Draft Procedure for Removal of an NRO NC/ASO AC Member

 

 

On Dec 12, 2017, at 12:03 , Sunday Folayan <sfolayan at gmail.com> wrote:

 

Hello Marcus, Kangamutima and the Community,
Let me make a clarification.

The thinking and intention of the Board is that:

1. Provision 9.2a can be triggered by 9.4 or by the Board when the need arises, without waiting six months for a community meeting.

2. Such an action is indeed an emergency action. Such an action requires  a super majority of the board as noted in 9.2a and 1 above. 

3. The Board is happy to make it 3/4 i.e. 7 members, instead of the current super-majority of 2/3 i.e. 6 members, if there is no objection or other view on the required majority from the community.

There is nothing inappropriate about such a provision. Indeed, the Board (elected by the same community, acting on behalf of the community) approves policies made by the Community, on behalf of the community.

 

Well? Not quite true, there Sunday.

 

The board is elected by the AfriNIC voting members. The ASO AC is elected by a far larger community (or at least a far larger community is eligible to participate in the election should they choose to do so).

 

Owen

 


Kind Regards ...

Sunday Folayan.
Chair, AFRINIC Board.

On 12/12/2017 11:34, Marcus K. G. Adomey wrote:

Hi Community,

 

In deed, I cannot also grasp the common sense behind the board revoking community elected representative at the NRO NC/ASO AC. In fact, it does not make sense for the board to do so but rather it is the community which can revoke board members. I therefore don?t support this provision.

 

Thanks

 

 

 

Marcus

 

 

 

  _____  

From: Jean-Baptiste MILLOGO  <mailto:jbmillogo at gmail.com> <jbmillogo at gmail.com>
Sent: Thursday, December 7, 2017 12:40 PM
To: AFRINIC Communications; rpd at afrinic.net
Subject: Re: [rpd] Draft Procedure for Removal of an NRO NC/ASO AC Member 

 

Dear Alan,

 

Thanks for this.

 

There is a problem with 9.2a (and 9.4 by implication). It is groundless for the board to remove a member that was appointed by the community.

 

Officers should be removed by the mechanism by which they were appointed.   All the other proposed clauses follow this principle of like for like.

 

There is also lack of a procedure to recall members of the board of directors.  This is a good time to also deal with the recall of officers in general.  

 

Best regards,

JB

 

2017-11-22 11:57 GMT+00:00 AFRINIC Communications <comms-announce at afrinic.net>:

Dear AFRINIC Community,

The Board has noted that there is no procedure for the removal of an NRO NC/ASO AC member.  The Board has drafted a procedure to be considered for addition to the election guidelines at <https://www.afrinic.net/en/community/elections/nro-aso-election?showall=1>.

The Board calls for comments for a 30 day period (ending on 22 December 2017).  Please comment in the community-discuss mailing list.

The draft procedure appears below.

Alan Barrett
CEO, AFRINIC

??

The Board proposes the following procedure, to be considered for addition to the election guidelines at:
<https://www.afrinic.net/en/community/elections/nro-aso-election?showall=1>

9. Removal

9.1 An NRO NC member appointed by the AFRINIC Board may be removed from office at any time by a resolution of the Board.

9.2 An NRO NC member elected by the AFRINIC community may be removed from office through any of the following methods:

(a) A supermajority vote (two-thirds) of the AFRINIC Board, meeting in person or via teleconference, at a meeting where the agenda circulated in advance includes the possible removal of an NRO NC representative.
(b) A majority vote held by the community present at an AFRINIC Public Policy Meeting.

9.3 An individual whose removal is contemplated in terms of 9.2 is entitled to at least 10 calendar days? notice of the meeting, and may appear before and be heard at such a meeting. Removal may proceed with or without such individual?s presence at the meeting.

9.4 Any ten (10) bona fide members of the AFRINIC community may petition the Board to initiate a removal in terms of 9.2(b), giving at least 40 days? notice and giving reasons for the contemplated removal. Such petition shall be published. Unless the Board finds that the petition is invalid or frivolous, the Board shall ensure that the agenda of the forthcoming Public Policy Meeting includes the consideration of the removal of the NRO NC member.

9.5 Eligibility to vote for the removal in terms of 9.2(b) shall be determined in the same way as the eligibility to vote for the appointment of candidates.

??


_______________________________________________
RPD mailing list
RPD at afrinic.net
https://lists.afrinic.net/mailman/listinfo/rpd

 

 

-- 

Jean Baptiste MILLOGO
Internet Society - Burkina Faso Chapter 

https://www.internetsociety.org <https://www.internetsociety.org/> 

Paths to Our Digital Future|Chemins vers notre avenir num?rique 

The Internet Society Global Internet Report 2017 at: https://future.internetsociety.org/   -#shapetomorrow <http://connect.internetsociety.org/search?s=%23shapetomorrow&executesearch=true> 

---------------------------------------------------------
+226 74 92 10 10
contact at isoc-burkina.org

---------------------------------------------------------

 





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_______________________________________________
RPD mailing list
 <mailto:RPD at afrinic.net> RPD at afrinic.net
 <https://lists.afrinic.net/mailman/listinfo/rpd> https://lists.afrinic.net/mailman/listinfo/rpd

 

_________________________________________________________________________________________________________________________
 
Ce message et ses pieces jointes peuvent contenir des informations confidentielles ou privilegiees et ne doivent donc
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Orange decline toute responsabilite si ce message a ete altere, deforme ou falsifie. Merci.
 
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From sander at steffann.nl  Mon Dec 18 15:15:44 2017
From: sander at steffann.nl (Sander Steffann)
Date: Mon, 18 Dec 2017 16:15:44 +0100
Subject: [Community-Discuss] [rpd] Removal of a director
In-Reply-To: <CAGrBSSi9U71i=-ybM0EBAof8S+0gmJrFPt+=XAjAUAe4dEOicw@mail.gmail.com>
References: <DB6PR0301MB25197FB47E69549ED8389236EE340@DB6PR0301MB2519.eurprd03.prod.outlook.com>
 <AM0PR0602MB360353966229D6FD7A9AEF0DB9340@AM0PR0602MB3603.eurprd06.prod.outlook.com>
 <AM0PR0602MB3603724A07479DCE7FCE6E5DB90B0@AM0PR0602MB3603.eurprd06.prod.outlook.com>
 <CABDXvWobOULrKHgQZmYRQ6rfAE+L0qMuzq0AXBEy0dWJTCCc+Q@mail.gmail.com>
 <DB6PR0301MB2519967A1218541BACEF4F0AEE0B0@DB6PR0301MB2519.eurprd03.prod.outlook.com>
 <CAN0q0kGJRcnp1TXzise2qKCqDSs9K+vTuZkaAa+a-7hTpi=Qsw@mail.gmail.com>
 <6A6FDF61-7B00-4867-8AEF-D084B6AF26E2@liquidtelecom.com>
 <CAGrBSSi9U71i=-ybM0EBAof8S+0gmJrFPt+=XAjAUAe4dEOicw@mail.gmail.com>
Message-ID: <DA769FE0-A38F-4BE3-879F-B3A75F37671B@steffann.nl>

Hi Boubakar,

> Can someone summarize this for us? I anticipate that it will be very much appreciated.

Sure! In fact, Andrew already anticipated most of that in his email:

> The summary though is as follows:
> 
> ? YES the members can remove a director ? the process would be as follows:
> 
> 	? Utilizing clause 7.6.viii of the bylaws invoke an SGMM ? for the purposes of passing a special resolution to amend the bylaws to allow the community to remove a director ? and please note ? that special resolution could set the required voting percentage to remove said director at whatever they liked ? there is now low watermark ? it is subject to whatever is in the constitution (as per section 138.2 of the companies act)
> 	? Once (a) was completed ? call a second SGMM ?  for the express purpose of the removal of one or more directors ? send out the notice of said meeting with the required 14 day notice period - and then pass a resolution as permitted by the process performed in (a)

Many of the details depend on whether legally Resource Members are seen as shareholders of Afrinic, or if only the 9 Registered Members (= the board) are considered as such. It is a question that I honestly have no answer to, and although Andrew expressed his opinion, he does note that he is not a lawyer and would like independent legal counsel on the matter.

Cheers,
Sander




From amelnaud at gmail.com  Mon Dec 18 19:47:06 2017
From: amelnaud at gmail.com (Arnaud AMELINA)
Date: Mon, 18 Dec 2017 19:47:06 +0000
Subject: [Community-Discuss] [rpd] Removal of a director
In-Reply-To: <6A6FDF61-7B00-4867-8AEF-D084B6AF26E2@liquidtelecom.com>
References: <DB6PR0301MB25197FB47E69549ED8389236EE340@DB6PR0301MB2519.eurprd03.prod.outlook.com>
 <AM0PR0602MB360353966229D6FD7A9AEF0DB9340@AM0PR0602MB3603.eurprd06.prod.outlook.com>
 <AM0PR0602MB3603724A07479DCE7FCE6E5DB90B0@AM0PR0602MB3603.eurprd06.prod.outlook.com>
 <CABDXvWobOULrKHgQZmYRQ6rfAE+L0qMuzq0AXBEy0dWJTCCc+Q@mail.gmail.com>
 <DB6PR0301MB2519967A1218541BACEF4F0AEE0B0@DB6PR0301MB2519.eurprd03.prod.outlook.com>
 <CAN0q0kGJRcnp1TXzise2qKCqDSs9K+vTuZkaAa+a-7hTpi=Qsw@mail.gmail.com>
 <6A6FDF61-7B00-4867-8AEF-D084B6AF26E2@liquidtelecom.com>
Message-ID: <CAGDMR_d7iN9CD_48gaXswMCecNcy69f06Vvzy3b2bV=EhUgE_A@mail.gmail.com>

Hi Community,

Time has come for those who occupied leadership position in AfriNIC to show
honesty and wisdom or simply keep quiet. Misleading and false authoritative
 claims on sensitive  issues like this one never help this community.
Apologies or not, the damage has been caused.

Regards

Arnaud


2017-12-17 22:10 GMT+00:00 Andrew Alston <Andrew.Alston at liquidtelecom.com>:

> Ok,
>
>
>
> Because what I have to say in here is extremely long ? let me start with
> the summary ? because what I had said before hand was not entirely accurate
> ? and the for that I apoligse (and I explain below where I believe I erred
> and how what I said can still be made to occur even in the event of that
> error).  I have also copied in the community list on this ? since I believe
> this discussion is best moved there ? and the only reason I am still
> sending it to the RPD is that the original questions were asked there.  If
> I can please request that further discussion of this issue go either to the
> members list or the community list ? thanks.
>
>
>
> One final point before I get into this ? I am no lawyer ? I know this ?
> and what I write below is my own interpretation of the companies act and
> the company?s bylaws ? which I have spent substantial time studying.  If
> what I say has any factual inaccuracies ? I welcome dissenting opinions
> that I can further learn from ? so long as they are backed by citation of
> relevant material ? objection with no substantiation is meaningless.
>
>
>
> The summary though is as follows:
>
>
>
> ? YES the members can remove a director ? the process would be as follows:
>
>
>
>    1. Utilizing clause 7.6.viii of the bylaws invoke an SGMM ? for the
>    purposes of passing a special resolution to amend the bylaws to allow the
>    community to remove a director ? and please note ? that special resolution
>    could set the required voting percentage to remove said director at
>    whatever they liked ? there is now low watermark ? it is subject to
>    whatever is in the constitution (as per section 138.2 of the companies act)
>    2. Once (a) was completed ? call a second SGMM ?  for the express
>    purpose of the removal of one or more directors ? send out the notice of
>    said meeting with the required 14 day notice period - and then pass a
>    resolution as permitted by the process performed in (a)
>
>
>
> Now ? for those who want all the gruesome details ? keep reading.
>
>
>
> So I?ve had some time ? and some of what I said was inaccurate ? though
> not all of it ? so let me explain my view point and we can then take it
> from  there:
>
>
>
> Firstly ? the company has no shareholders ? it has members (the registered
> directors being the ones with the legal liability and the fiduciary
> responsibility)
>
>
>
> What this means is that effectively the Afrinic members are powerless ?
> unless you follow the idea that as non-registered members we hold the same
> rights as shareholders would.  This has been the line from the board many
> times before this community ? though I have occasionally found this to be
> pretty selective ? choosing what suits them as a need for registered
> members vs standard members.
>
>
>
> But ? if we are to assume that members have the rights of shareholders ?
> for arguments sake ? then we have to refer to two points ? one being the
> companies act and the other being the bylaws.
>
>
>
> AfriNIC is a private company ? it has 9 members ? therefore ? we have to
> discount the following:
>
>
>
> Section 138 of the companies act:
>
>
>
> (1) *Notwithstanding anything in its constitution* or in any agreement
> between it and a director, a director of a *public* company may be
> removed from office by an ordinary resolution passed at a meeting called
> for the purpose that include the removal of a director.
>
>
>
> What this means is ? in a public company ? the shareholders can remove a
> director ? and it doesn?t matter what the bylaws or constitution say ? they
> have the right via a 50% majority at an SGMM to revoke a director.
>
>
>
> So ? and this is where I err?ed:
>
>
>
> (2) *Subject to the constitution of a company*, a director of a private
> company may be removed from office by *special resolution* passed at a
> meeting called for the purpose that include the removal of the director.
>
>
>
> (3) The notice of meeting shall state that the purpose of the meeting is
> the removal of the director.
>
>
>
> What this says is ? if the bylaws allowed it ? we could remove a director
> via special resolution at an SGMM ? now ? it could be argued that the
> bylaws do not PREVENT this ? however ? they do offer an alternative ? so my
> guess is ? those who say that only directors can remove a director could be
> technically correct ? and it would come down to legal interpretation ? it
> would be interesting to see what happened if someone chose to attempt to
> invoke this if the board would see fit to fight it or realize that anyone
> who has managed to get the SGMM together probably has sufficient backing
> that they have lost the faith of this community ? would they let the vote
> go ahead? Who knows ? only the board can answer that.
>
>
>
> However ? if you add an extra step to what I have said in the past ? then
> it can still be done:
>
>
>
> If the SGMM was invoked (as per section 7.6 / section 116 of the companies
> act referred to below in this email) ? then a bylaw amendment could be
> passed to allow for such a removal ? followed by a second SGMM to remove
> the director.  Since notice of a meeting has to be given in specific time
> frames and the removal of a director requires a dedicated meeting for that
> purpose ? this may require a short time frame between these meetings ? but
> none the less ? if you have the votes to remove a director by special
> resolution ? you have the votes to change the bylaws to allow you to do it.
>
>
>
> Now ? where did the SGMM parts come from ? this comes from both the bylaws
> and section 116 of the act:
>
>
>
> The bylaws state in section 7.6:
>
>
>
> 7.6 The Registered Members and Resource Members shall, at Annual General
> Members' Meetings or by way of written resolutions, in addition to the
> rights conferred by Articles 7.1 and 7.2, have the right to:
>
> (i) consider and adopt by Ordinary Resolution the financial statements of
> the Company;
>
> (ii) receive any auditor's report;
>
> (iii) consider the annual report;
>
> (iv) determine, by Ordinary Resolution, the general policies for
> fulfilling the objects of the Company;
>
> (v) approve, in accordance with Section 130 of the Act, a major
> transaction;
>
> (vi) consider and approve by Special Resolution, if appropriate, proposals
> for the revocation, amendment or replacement of this Constitution;
>
> (vii) appoint by Ordinary Resolution at each Annual General Members'
> Meeting the auditor of the Company to hold office until the conclusion of
> the next Annual General Members' Meeting;
>
> *(viii) request the Board, by way of a notice signed by not less than five
> (5) per cent of the Registered Members and Resource Members, to call a
> Special General Members' Meeting to vote on one or more resolutions; and*
>
> (ix) resolve, by Special Resolution, to put the Company into liquidation.
>
>
>
> This is backed by section 116 of the companies act:
>
>
>
> 116. Special meeting of shareholders A special meeting of shareholders
> entitled to vote on an issue ?
>
> (a) may be called at any time by ?
>
> (i) the Board of directors; or
>
> (ii) a person who is authorised by the constitution to call the meeting;
>
> *(b) shall be called by the Board on the written request of shareholders
> holding shares carrying together not less than 5 per cent of the voting
> rights entitled to be exercised on the issue.*
>
>
>
> This is however interesting ? because once again it lends weight to the
> fact that the company treats the members as shareholders ? even though I
> have serious doubts as to the legal validity of this ? I would be
> interested in hear *independent* legal council on this point ? do the
> members of AfriNIC actually have any real power ? or is the power all in
> the hands of the registered members alone ? I have a feeling that the
> latter is the case.
>
>
>
> That  being said ? since the directors are the members ? in the event of a
> vote of no confidence in the entire board ? if you assume that once a
> director leaves office he ceases to be a member ? the company would in
> effect cease to exist ? however ? because of SR3 referred to below ? this
> now gets even more murky ? remove all the directors and you have 9
> registered members who have the power to simply either ignore the vote or
> reappoint themselves in the absence of the community.  However ? it **IS**
> possible for the members ? under the bylaws ? to force an SGMM through 5%
> of the vote and then vote to put liquidate the company.  Therefore ? if you
> wanted to get rid of the entire board ? you have the option of calling for
> an SGMM ? gathering the votes ? liquidating the company ? and being sure
> that there is an agreed vehicle ready to take over.  Though ? I actually
> have no idea what would happen in the event of the members of this
> community liquidating afrinic ? I don?t think IANA ever really contemplated
> this situation ? and it would be **VERY** interesting to know the
> thoughts of someone on that side as to what the likely outcome would be.
>
>
>
> Now ? let me refer to the votes that the community voted against.
>
>
>
> First ? it is inaccurate that I proposed a resolution to allow for the
> removal of a director by the members ? the proposal to do this came from
> the collective board in 2016 and were tabled at the Mauritian meeting ?
> this was SR16 ? the community voted against taking this power for
> themselves for whatever reason.  Secondly ? that is not the resolution I
> had referred to in my last few emails ? the resolution that I found
> completely bizarre in the context of the community was in fact SR3 ? which
> would have changed section 6.3 to read as follows:
>
>
>
> 6.3 Registered Member - An individual who shall be elected as
>
> Director in accordance with Article 13 below. The Chief Executive
>
> Officer shall automatically also be appointed as a Registered Member,
>
> provided that the said individual shall sign such forms as may be
>
> prescribed by the laws of Mauritius and to contribute Rs 500 (Five
>
> hundred Mauritian rupees only) in the event of the company being wound
>
> up according to Article 22.
>
> (a) For the avoidance of doubt, Registered Members shall be the only
>
> legal entities entitled to have their names entered on the list of
>
> members of AFRINIC filed or to be filed with the Registrar of
>
> Companies in compliance with the Act.
>
> (b) A Director whose tenure of office comes to an end, shall de facto
>
> cease to be a Registered Member and shall complete all the
>
> required formalities in compliance with the Act and/or the bylaws
>
> to this effect.
>
>
>
> This section 6.3.(b) was the section I was referring to when I said the
> community did something incredibly stupid ? because it means a director who
> is not re-elected may effectively choose to never relinquish his registered
> member status ? and that could create a major problem.  Just for the record
> ? that vote failed 54 to 22 ? or 71.05% - and I personally cast 15 votes in
> favour from the various places I hold voting rights for ? meaning the vote
> would have failed with a mere 63.93% in favour if I were to remove the
> votes cast by myself.  I find this complete bizarre.
>
>
>
> But ? while we are on the subject of special resolutions the community
> voted against ? at the same meeting was SR4 ? which stated that directors ?
> irrespective of their regional affiliation ? must always act in the best
> interests of AfriNIC ? was voted down by the community ? it would have
> inserted the following into the bylaws:
>
>
>
> 13.6 [new article to be inserted] Notwithstanding the regional
>
> criterion of elections of Directors for seats 1 to 6 (both inclusive) as
>
> specified in Article 13.4(i) and 13.5, all Directors so elected, shall
> exercise
>
> their powers in accordance with the Act and always act in good faith and
>
> solely in the best interests of the company.
>
>
>
> This failed getting less than 48% of the vote (37 for, 41 against) ?
> interestingly enough though ? I note in my own tally documents ? I voted
> against this resolution (not that it would have made a difference, it would
> have changed the voting numbers to 52 for vs 26 against or 66.67% in
> favour.  I have always been curious though as to other people?s reasons for
> voting against this ? though I will explain my own. I believe that If
> AfriNIC must maintain regionalization of directors ? then the
> regionalization should be total.  Either we state that there shall be a
> western representative nominated by the west and voted by the west, an
> eastern representative nominated by the east and voted by the east etc ? or
> we say ? directors are directors and they serve the best interests of the
> continent collectively.  In my mind however ? we are sititng half way in
> between ? where a director from the south or the east ? can be elected by
> majority vote from another region where the region he is meant to be
> representing ends up having very little say.  This is particularly
> prominent with a seat like indian ocean ? where because of the relatively
> low number of voting members ? the indian ocean representative is
> effectively chosen by the rest of the continent.    That being said ? and I
> distinctly remember raising this point ? had the items around acting in
> good faith and solely in the best interests of the organisation been split
> out some how ? THOSE I would have voted for ? but I would not and could not
> vote for continued regionalization is continues to drive factionalism
>
>
>
> (And I know there are people who are likely to scream at me about secret
> ballots ? because it?s happened before ? so to avoid that happening ? let
> me state here and now ? a ballot is secret ? but by choice ? there is
> nothing in the act or the bylaws that require me to keep how I voted ? or
> why I voted that way a secret ? and in the interests of transparency ? I
> will always declare openly how I voted on an issue concerning Afrinic)
>
>
>
> Andrew
>
>
>
>
>
> *From: *Komi Elitcha <kmw.elitcha at gmail.com>
> *Date: *Sunday, 17 December 2017 at 10:57
> *To: *Andrew Alston <Andrew.Alston at liquidtelecom.com>
> *Cc: *Ars?ne Tungali <arsenebaguma at gmail.com>, "Marcus K. G. Adomey" <
> madomey at hotmail.com>, rpd <rpd at afrinic.net>
>
> *Subject: *Re: [rpd] Removal of a director
>
>
>
> Hi,
>
> I don?t know where Andrew is getting his information from and I too would
> like him to find his computer and verify his claims.
>
> As far as I can see, they are erroneous and misleading.  The facts from
> AfRINIC docs and lists
>
> - only board members (registered members) can recall themselves.
> - resource members and the wider community have no powers.
> - There was no special resolutions on the matter by Andrew as claimed
> - A previous attempt to address this was in the Bylaws review 2016
>
> Current bylaws
> {
> https://www.afrinic.net/en/about/bylaws/2001-afrinic-bylaws-2016?start=13
>
> 14 REMOVAL OF DIRECTORS
> 14.1 A Director shall hold office until:
> (i) his term of office expires, without prejudice to Article 13;
> (ii) he/she signs a written notice of resignation and delivers it to the
> address for service on the Company, which notice shall be effective when it
> is received at that address or at such later time as may be specified in
> the notice;
> (iii) he/she is removed by the affirmative vote of two-thirds of all other
> Directors;
> (iv) he/she otherwise ceases to be a Director pursuant to Section 139 of
> the Act; or
> (v) the Director being the Chief Executive Officer, on the Board
> terminating his employment as Chief Executive Officer.
> }
> Bylaws Revision
> {
>
> https://www.afrinic.net/images/2.0-Special_Resolutions_SR1_to_SR20.pdf
>
> Special Resolution 16 (SR16)
> Give the Members the power to recall a Director.
>
> Insert a new sub-article 14.1(iv) after the existing 14.1(iii), and
> re-number the subsequent sub-articles as appropriate; Add a new article
> 14.2 as follows.
> 14.1 A Director shall hold office until:
>     .    (i)  [no change from previous text]
>
>     .    (ii)  [no change from previous text]
>
>     .    (iii)  [no change from previous text]
>
>     .    (iv)  [new sub-article] he/she is removed in terms of Article
> 14.2;
>
>     .    (v)  [previous part (iv) re-numbered to (v)]
>
>     .    (vi)  [previous part (v) re-numbered to (vi)]
>
> 14.2 [new article] A Director other than the Chief Executive Officer may
> be removed by a special resolution of Registered Members and Resource
> Members passed at an Annual General Member Meeting, provided:
> (i) At least 10% of all Registered Members and Resource Members petition
> for the special resolution to be included in the agenda of the meeting
>
>     .    (ii)  The Director who is the subject of the special resolution
> is given the opportunity to be heard at the meeting;
>
>     .    (iii)  The special resolution is passed with a supermajority of
> no less than 75% of all votes cast.
> }
>
> The votes results
> {
>
> https://www.afrinic.net/en/news/1957-results-of-voting-
> on-special-resolutions
>
> SR 16: Give the Members the power to recall a Director.
> 58 YES, 21 NO, 0 Abstain
> FAILED with 73% YES votes
> }
> Origin and discussions on what became SR16
> {
>
> https://lists.afrinic.net/pipermail/community-discuss/
> 2016-June/000350.html
> }
> Andrew's proposed special resolutions  to amend bylaws 2015
> {
>  https://afrinic.net/images/doc/special_resolution_proposed_by_member.pdf
> }
>
>
> Thanks
>
>
>
> 2017-12-15 14:35 GMT+00:00 Andrew Alston <Andrew.Alston at liquidtelecom.com
> >:
>
> Dear Marcus,
>
>
>
> Right now - I am on holiday with my family - sitting 9 hours behind my
> normal time zone - and wandering around Disney Land most of the time.
>
>
>
> I will clarify and send the documents when I get time to access them - and
> I remind you - and Arsene - I have zero obligations to give you any
> information - in any time frame - and how long it takes - that?s up to me -
> when I have the chance to look up specifics - you will get them - until
> then - you are quite free to do what I will do to find them - go and read
> the bylaws and the companies act.
>
>
>
> Shrug - btw - I have asked you a couple of things about a year or two ago
> - I believe the answer I got was something about enjoying a black label and
> getting back to me - care to go and answer those? I believe someone who has
> the time to sit and demand answers of others should not need a year to
> answer other emails
>
>
>
>
>
> Andrew
>
>
>
> Get Outlook for iOS <https://aka.ms/o0ukef>
>
> _____________________________
> From: Ars?ne Tungali <arsenebaguma at gmail.com>
> Sent: Friday, December 15, 2017 05:37
> Subject: Re: [rpd] Removal of a director
> To: Marcus K. G. Adomey <madomey at hotmail.com>
> Cc: Andrew Alston <andrew.alston at liquidtelecom.com>, rpd <rpd at afrinic.net>
>
>
>
>
>
>
>
>
>
>
> 2017-12-15 12:21 GMT+02:00 Marcus K. G. Adomey <madomey at hotmail.com>:
>
> I think providing an answer to my request should not take so long for an
> immediate past board member, even if his computer is missing.
>
>
>
> Been wondering the same thing.
>
>
>
> I hope Andrew comes back soon with details :)
>
>
>
> Arsene
>
>
>
> Marcus
>
>
> ------------------------------
>
> *From:* Marcus K. G. Adomey <madomey at hotmail.com>
> *Sent:* Tuesday, December 12, 2017 9:03:50 PM
> *To:* Andrew Alston; rpd
> *Subject:* Re: Removal of a director
>
>
>
> Hi Andrew,
>
>
>
> Could you point to the bylaws section or the corporate document where   5%
> of members (registered and resources) can recall a director and vote by
> super majority?
>
>
>
> Warm regards
>
>
>
>
>
>
>
> Marcus
>
>
> ------------------------------
>
> *From:* Andrew Alston <Andrew.Alston at liquidtelecom.com>
> *Sent:* Tuesday, December 12, 2017 2:30 PM
> *To:* rpd
> *Subject:* [rpd] Removal of a director
>
>
>
> Hi,
>
>
>
> There are those that have said on this list that there is no procedure to
> recall a sitting board member.
>
>
>
> This is fundamentally inaccurate - there is. It requires the signatures of
> 5% of the membership base to call for it - and following that a vote by
> super majority.
>
>
>
> If I recall there was a resolution proposed to make this easier - first by
> myself - it was voted down - and second proposed by the board in Mauritius
> - again it was voted down - so the procedure exists and is as difficult as
> it is because that is what this community wanted.
>
>
>
> This community has a habit of voting against things based on who proposed
> them then coming and asking for them again later. I really wonder what will
> happen when a director finishes his term and refuses to hand back his legal
> membership - and as a result cannot be removed as a member of the company -
> and as a result no new directors can be appointed.  Since that is the
> status quo that this community voted for and legitimized in Mauritius when
> they voted against the need for a director to relinquish his status at the
> end of his term.
>
>
>
> Fascinating how this community acts against their own interests and then
> wants a revisit once the idea becomes ?invented here?
>
>
>
> Just like it will be curious if that audit policy ever passes and audits
> are demanded of the authors - some of whom to this day only utilize 25% of
> their allocated space that they have sat on for close to a decade.
>
>
>
> Andrew
>
>
>
> GetOutlook for iOS <https://aka.ms/o0ukef>
>
>
> _______________________________________________
> RPD mailing list
> RPD at afrinic.net
> https://lists.afrinic.net/mailman/listinfo/rpd
>
>
>
>
>
>
> _______________________________________________
> RPD mailing list
> RPD at afrinic.net
> https://lists.afrinic.net/mailman/listinfo/rpd
>
>
>
>
> --
>
> --KE
>
>
>
> _______________________________________________
> Community-Discuss mailing list
> Community-Discuss at afrinic.net
> https://lists.afrinic.net/mailman/listinfo/community-discuss
>
>
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From badru.ntege at nftconsult.com  Tue Dec 19 04:54:43 2017
From: badru.ntege at nftconsult.com (Badru Ntege)
Date: Tue, 19 Dec 2017 04:54:43 +0000
Subject: [Community-Discuss] [rpd] Removal of a director
In-Reply-To: <DA769FE0-A38F-4BE3-879F-B3A75F37671B@steffann.nl>
References: <DB6PR0301MB25197FB47E69549ED8389236EE340@DB6PR0301MB2519.eurprd03.prod.outlook.com>
 <AM0PR0602MB360353966229D6FD7A9AEF0DB9340@AM0PR0602MB3603.eurprd06.prod.outlook.com>
 <AM0PR0602MB3603724A07479DCE7FCE6E5DB90B0@AM0PR0602MB3603.eurprd06.prod.outlook.com>
 <CABDXvWobOULrKHgQZmYRQ6rfAE+L0qMuzq0AXBEy0dWJTCCc+Q@mail.gmail.com>
 <DB6PR0301MB2519967A1218541BACEF4F0AEE0B0@DB6PR0301MB2519.eurprd03.prod.outlook.com>
 <CAN0q0kGJRcnp1TXzise2qKCqDSs9K+vTuZkaAa+a-7hTpi=Qsw@mail.gmail.com>
 <6A6FDF61-7B00-4867-8AEF-D084B6AF26E2@liquidtelecom.com>
 <CAGrBSSi9U71i=-ybM0EBAof8S+0gmJrFPt+=XAjAUAe4dEOicw@mail.gmail.com>,
 <DA769FE0-A38F-4BE3-879F-B3A75F37671B@steffann.nl>
Message-ID: <86C9B3EF-50A9-4215-A75F-FF22B5B9BE86@nftconsult.com>

Boubaker

I can surmise it in one word ?hogwash?

Regards.

Sent from my iPhone

On 18 Dec 2017, at 18:18, Sander Steffann <sander at steffann.nl<mailto:sander at steffann.nl>> wrote:

Hi Boubakar,

Can someone summarize this for us? I anticipate that it will be very much appreciated.

Sure! In fact, Andrew already anticipated most of that in his email:

The summary though is as follows:

? YES the members can remove a director ? the process would be as follows:

   ? Utilizing clause 7.6.viii of the bylaws invoke an SGMM ? for the purposes of passing a special resolution to amend the bylaws to allow the community to remove a director ? and please note ? that special resolution could set the required voting percentage to remove said director at whatever they liked ? there is now low watermark ? it is subject to whatever is in the constitution (as per section 138.2 of the companies act)
   ? Once (a) was completed ? call a second SGMM ?  for the express purpose of the removal of one or more directors ? send out the notice of said meeting with the required 14 day notice period - and then pass a resolution as permitted by the process performed in (a)

Many of the details depend on whether legally Resource Members are seen as shareholders of Afrinic, or if only the 9 Registered Members (= the board) are considered as such. It is a question that I honestly have no answer to, and although Andrew expressed his opinion, he does note that he is not a lawyer and would like independent legal counsel on the matter.

Cheers,
Sander


_______________________________________________
Community-Discuss mailing list
Community-Discuss at afrinic.net<mailto:Community-Discuss at afrinic.net>
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From dewole at forum.org.ng  Tue Dec 19 08:05:02 2017
From: dewole at forum.org.ng (Dewole Ajao)
Date: Tue, 19 Dec 2017 08:05:02 +0000 (GMT)
Subject: [Community-Discuss] [rpd] Removal of a director
In-Reply-To: <86C9B3EF-50A9-4215-A75F-FF22B5B9BE86@nftconsult.com>
References: <DB6PR0301MB25197FB47E69549ED8389236EE340@DB6PR0301MB2519.eurprd03.prod.outlook.com>
 <CABDXvWobOULrKHgQZmYRQ6rfAE+L0qMuzq0AXBEy0dWJTCCc+Q@mail.gmail.com>
 <DB6PR0301MB2519967A1218541BACEF4F0AEE0B0@DB6PR0301MB2519.eurprd03.prod.outlook.com>
 <CAN0q0kGJRcnp1TXzise2qKCqDSs9K+vTuZkaAa+a-7hTpi=Qsw@mail.gmail.com>
 <6A6FDF61-7B00-4867-8AEF-D084B6AF26E2@liquidtelecom.com>
 <CAGrBSSi9U71i=-ybM0EBAof8S+0gmJrFPt+=XAjAUAe4dEOicw@mail.gmail.com>
 <DA769FE0-A38F-4BE3-879F-B3A75F37671B@steffann.nl>
 <86C9B3EF-50A9-4215-A75F-FF22B5B9BE86@nftconsult.com>
Message-ID: <206183833.69372.1513670702440.JavaMail.zimbra@forum.org.ng>

Hi Badru Ntege, 

Your submission in the email below (regarded as disrespectful disagreement) are against the spirit of our discussions here and within the AFRINIC community as a whole. 
As a reminder, the code of conduct can be viewed at [ https://www.afrinic.net/community/code-of-conduct | https://www.afrinic.net/community/code-of-conduct ] 

Please withdraw that statement. In addition, your email account will be moderated on the rpd list for a period of two weeks. During the period for which your posts are moderated, someone will have to look at them to ensure they are acceptable before the posts are released to the mailing list. 

Regards, 
PDWG Co-Chairs. 


From: "Badru Ntege" <badru.ntege at nftconsult.com> 
To: "Sander Steffann" <sander at steffann.nl> 
Cc: "General Discussions of AFRINIC" <community-discuss at afrinic.net>, "rpd" <rpd at afrinic.net> 
Sent: Tuesday, December 19, 2017 5:54:43 AM 
Subject: Re: [Community-Discuss] [rpd] Removal of a director 

Boubaker 

I can surmise it in one word ?hogwash? 

Regards. 

Sent from my iPhone 

On 18 Dec 2017, at 18:18, Sander Steffann < [ mailto:sander at steffann.nl | sander at steffann.nl ] > wrote: 




Hi Boubakar, 


BQ_BEGIN
Can someone summarize this for us? I anticipate that it will be very much appreciated. 



Sure! In fact, Andrew already anticipated most of that in his email: 


BQ_BEGIN
The summary though is as follows: 

BQ_END

BQ_BEGIN


BQ_END

BQ_BEGIN
? YES the members can remove a director ? the process would be as follows: 

BQ_END

BQ_BEGIN


BQ_END

BQ_BEGIN
? Utilizing clause 7.6.viii of the bylaws invoke an SGMM ? for the purposes of passing a special resolution to amend the bylaws to allow the community to remove a director ? and please note ? that special resolution could set the required voting percentage to remove said director at whatever they liked ? there is now low watermark ? it is subject to whatever is in the constitution (as per section 138.2 of the companies act) 

BQ_END

BQ_BEGIN
? Once (a) was completed ? call a second SGMM ? for the express purpose of the removal of one or more directors ? send out the notice of said meeting with the required 14 day notice period - and then pass a resolution as permitted by the process performed in (a) 

BQ_END

Many of the details depend on whether legally Resource Members are seen as shareholders of Afrinic, or if only the 9 Registered Members (= the board) are considered as such. It is a question that I honestly have no answer to, and although Andrew expressed his opinion, he does note that he is not a lawyer and would like independent legal counsel on the matter. 

Cheers, 
Sander 


_______________________________________________ 
Community-Discuss mailing list 
[ mailto:Community-Discuss at afrinic.net | Community-Discuss at afrinic.net ] 
[ https://lists.afrinic.net/mailman/listinfo/community-discuss | https://lists.afrinic.net/mailman/listinfo/community-discuss ] 

BQ_END


_______________________________________________ 
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Community-Discuss at afrinic.net 
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From alan.barrett at afrinic.net  Tue Dec 19 09:53:54 2017
From: alan.barrett at afrinic.net (Alan Barrett)
Date: Tue, 19 Dec 2017 10:53:54 +0100
Subject: [Community-Discuss] Removal of a director
In-Reply-To: <DA769FE0-A38F-4BE3-879F-B3A75F37671B@steffann.nl>
References: <DB6PR0301MB25197FB47E69549ED8389236EE340@DB6PR0301MB2519.eurprd03.prod.outlook.com>
 <AM0PR0602MB360353966229D6FD7A9AEF0DB9340@AM0PR0602MB3603.eurprd06.prod.outlook.com>
 <AM0PR0602MB3603724A07479DCE7FCE6E5DB90B0@AM0PR0602MB3603.eurprd06.prod.outlook.com>
 <CABDXvWobOULrKHgQZmYRQ6rfAE+L0qMuzq0AXBEy0dWJTCCc+Q@mail.gmail.com>
 <DB6PR0301MB2519967A1218541BACEF4F0AEE0B0@DB6PR0301MB2519.eurprd03.prod.outlook.com>
 <CAN0q0kGJRcnp1TXzise2qKCqDSs9K+vTuZkaAa+a-7hTpi=Qsw@mail.gmail.com>
 <6A6FDF61-7B00-4867-8AEF-D084B6AF26E2@liquidtelecom.com>
 <CAGrBSSi9U71i=-ybM0EBAof8S+0gmJrFPt+=XAjAUAe4dEOicw@mail.gmail.com>
 <DA769FE0-A38F-4BE3-879F-B3A75F37671B@steffann.nl>
Message-ID: <0C85AF20-4098-49F5-B176-A10F1C40F1ED@afrinic.net>

[removing cross-posting; this is off-topic for rpd]

> On 18 Dec 2017, at 16:15, Sander Steffann <sander at steffann.nl> wrote:
> 
> Many of the details depend on whether legally Resource Members are seen as shareholders of Afrinic, or if only the 9 Registered Members (= the board) are considered as such. It is a question that I honestly have no answer to, and although Andrew expressed his opinion, he does note that he is not a lawyer and would like independent legal counsel on the matter.

I think it?s pretty clear.  AFRINIC is registered in terms of the Companies Act of Mauritius <http://attorneygeneral.govmu.org/English/Documents/A-Z%20Acts/C/Page%202/COMPANIES%20ACT.pdf> as a company limited by guarantee.  Such companies do not exactly have shareholders, they have members.  The nine Directors are registered as members of the company.

Alan Barrett




From Andrew.Alston at liquidtelecom.com  Tue Dec 19 10:12:29 2017
From: Andrew.Alston at liquidtelecom.com (Andrew Alston)
Date: Tue, 19 Dec 2017 10:12:29 +0000
Subject: [Community-Discuss] Removal of a director
In-Reply-To: <0C85AF20-4098-49F5-B176-A10F1C40F1ED@afrinic.net>
References: <DB6PR0301MB25197FB47E69549ED8389236EE340@DB6PR0301MB2519.eurprd03.prod.outlook.com>
 <AM0PR0602MB360353966229D6FD7A9AEF0DB9340@AM0PR0602MB3603.eurprd06.prod.outlook.com>
 <AM0PR0602MB3603724A07479DCE7FCE6E5DB90B0@AM0PR0602MB3603.eurprd06.prod.outlook.com>
 <CABDXvWobOULrKHgQZmYRQ6rfAE+L0qMuzq0AXBEy0dWJTCCc+Q@mail.gmail.com>
 <DB6PR0301MB2519967A1218541BACEF4F0AEE0B0@DB6PR0301MB2519.eurprd03.prod.outlook.com>
 <CAN0q0kGJRcnp1TXzise2qKCqDSs9K+vTuZkaAa+a-7hTpi=Qsw@mail.gmail.com>
 <6A6FDF61-7B00-4867-8AEF-D084B6AF26E2@liquidtelecom.com>
 <CAGrBSSi9U71i=-ybM0EBAof8S+0gmJrFPt+=XAjAUAe4dEOicw@mail.gmail.com>
 <DA769FE0-A38F-4BE3-879F-B3A75F37671B@steffann.nl>
 <0C85AF20-4098-49F5-B176-A10F1C40F1ED@afrinic.net>
Message-ID: <4B3BA3C2-799F-4004-BD98-A6D91BA23942@liquidtelecom.com>

Alan,

The problem here is this:

The company cannot pick and choose at will which are which.  There are MANY rights which are ? by the companies act ? assigned to the resource members that would normally apply to the shareholders.  Yet this board seems to want to pick and choose which rights belong to them and which rights belong to the resource members at will and in the moment.

By the companies act ? it is the registered members who constitute an AGMM ? it is the registered members who choose their directors ? it is the registered members who agree the financials ? it is the registered members and the registered members alone who have *ALL* the power ? including the ability to change the constitution at will.

The PDP has no recognition in law ? yet we choose through the bylaws to tie members to it legally via the RSA.  We sit in a situation where AfriNIC can turn around and say ? we don?t have a transfer policy because the PDP has not given us one ? and despite the fact that the lack of such a policy may well constitute a violation of the competitions act ? a question which this board STILL has not addressed to this community ? the board chooses to say that they are the registered members and hold all the responsibility and power.  Well ? If that is the case ? then the board has a duty to act within the law and give us a transfer policy if the competitions act problem is real (and this WILL be tested in due course)

Virtually every right assigned by section 7.6 of the bylaws is actually the right of a shareholder ? so ? let us be consistent ? either the resource members are effective shareholders by our modus operadi ? or ? we aren?t and the board is in total power and total control ? and with that ? must accept *ALL* liability and *ALL* responsibility.  But it cannot be some weird mix where the board chooses at will what responsibilities and what liabilities they hold based on some fuzzy concepts that are ill defined.

Andrew


From: Alan Barrett <alan.barrett at afrinic.net>
Date: Tuesday, 19 December 2017 at 04:55
To: General Discussions of AFRINIC <community-discuss at afrinic.net>
Subject: Re: [Community-Discuss] Removal of a director

[removing cross-posting; this is off-topic for rpd]

> On 18 Dec 2017, at 16:15, Sander Steffann <sander at steffann.nl> wrote:
>
> Many of the details depend on whether legally Resource Members are seen as shareholders of Afrinic, or if only the 9 Registered Members (= the board) are considered as such. It is a question that I honestly have no answer to, and although Andrew expressed his opinion, he does note that he is not a lawyer and would like independent legal counsel on the matter.

I think it?s pretty clear. AFRINIC is registered in terms of the Companies Act of Mauritius <http://attorneygeneral.govmu.org/English/Documents/A-Z Acts/C/Page 2/COMPANIES ACT.pdf<http://attorneygeneral.govmu.org/English/Documents/A-Z Acts/C/Page 2/COMPANIES ACT.pdf>> as a company limited by guarantee. Such companies do not exactly have shareholders, they have members. The nine Directors are registered as members of the company.

Alan Barrett


_______________________________________________
Community-Discuss mailing list
Community-Discuss at afrinic.net
https://lists.afrinic.net/mailman/listinfo/community-discuss<https://lists.afrinic.net/mailman/listinfo/community-discuss>

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From sander at steffann.nl  Tue Dec 19 10:19:15 2017
From: sander at steffann.nl (Sander Steffann)
Date: Tue, 19 Dec 2017 11:19:15 +0100
Subject: [Community-Discuss] Removal of a director
In-Reply-To: <0C85AF20-4098-49F5-B176-A10F1C40F1ED@afrinic.net>
References: <DB6PR0301MB25197FB47E69549ED8389236EE340@DB6PR0301MB2519.eurprd03.prod.outlook.com>
 <AM0PR0602MB360353966229D6FD7A9AEF0DB9340@AM0PR0602MB3603.eurprd06.prod.outlook.com>
 <AM0PR0602MB3603724A07479DCE7FCE6E5DB90B0@AM0PR0602MB3603.eurprd06.prod.outlook.com>
 <CABDXvWobOULrKHgQZmYRQ6rfAE+L0qMuzq0AXBEy0dWJTCCc+Q@mail.gmail.com>
 <DB6PR0301MB2519967A1218541BACEF4F0AEE0B0@DB6PR0301MB2519.eurprd03.prod.outlook.com>
 <CAN0q0kGJRcnp1TXzise2qKCqDSs9K+vTuZkaAa+a-7hTpi=Qsw@mail.gmail.com>
 <6A6FDF61-7B00-4867-8AEF-D084B6AF26E2@liquidtelecom.com>
 <CAGrBSSi9U71i=-ybM0EBAof8S+0gmJrFPt+=XAjAUAe4dEOicw@mail.gmail.com>
 <DA769FE0-A38F-4BE3-879F-B3A75F37671B@steffann.nl>
 <0C85AF20-4098-49F5-B176-A10F1C40F1ED@afrinic.net>
Message-ID: <A8EE253B-C6E0-4FA6-B4A3-B24A28675007@steffann.nl>

Hi,

> Op 19 dec. 2017, om 10:53 heeft Alan Barrett <alan.barrett at afrinic.net> het volgende geschreven:
> 
> [removing cross-posting; this is off-topic for rpd]

Thanks, I only noticed I included rpd after I sent the message. My apologies, I should have checked that.

>> On 18 Dec 2017, at 16:15, Sander Steffann <sander at steffann.nl> wrote:
>> 
>> Many of the details depend on whether legally Resource Members are seen as shareholders of Afrinic, or if only the 9 Registered Members (= the board) are considered as such. It is a question that I honestly have no answer to, and although Andrew expressed his opinion, he does note that he is not a lawyer and would like independent legal counsel on the matter.
> 
> I think it?s pretty clear.  AFRINIC is registered in terms of the Companies Act of Mauritius <http://attorneygeneral.govmu.org/English/Documents/A-Z%20Acts/C/Page%202/COMPANIES%20ACT.pdf> as a company limited by guarantee.  Such companies do not exactly have shareholders, they have members.  The nine Directors are registered as members of the company.

(paraphrasing to make sure I get it correctly)

So then it's only the Directors that have power in the legal sense over AFRINIC, and they have freely committed (through bylaws) to follow the wishes of the community and resource holders. But in any sense of the Mauritian companies act the Directors are the only ones that count as Members of the company with voting rights etc.

Thank you for answering, it helps me with understanding the context of what is happening in AFRINIC.

Cheers!
Sander

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From ali at hussein.me.ke  Tue Dec 19 11:41:14 2017
From: ali at hussein.me.ke (Ali Hussein)
Date: Tue, 19 Dec 2017 14:41:14 +0300
Subject: [Community-Discuss] Removal of a director
In-Reply-To: <A8EE253B-C6E0-4FA6-B4A3-B24A28675007@steffann.nl>
References: <DB6PR0301MB25197FB47E69549ED8389236EE340@DB6PR0301MB2519.eurprd03.prod.outlook.com>
 <AM0PR0602MB360353966229D6FD7A9AEF0DB9340@AM0PR0602MB3603.eurprd06.prod.outlook.com>
 <AM0PR0602MB3603724A07479DCE7FCE6E5DB90B0@AM0PR0602MB3603.eurprd06.prod.outlook.com>
 <CABDXvWobOULrKHgQZmYRQ6rfAE+L0qMuzq0AXBEy0dWJTCCc+Q@mail.gmail.com>
 <DB6PR0301MB2519967A1218541BACEF4F0AEE0B0@DB6PR0301MB2519.eurprd03.prod.outlook.com>
 <CAN0q0kGJRcnp1TXzise2qKCqDSs9K+vTuZkaAa+a-7hTpi=Qsw@mail.gmail.com>
 <6A6FDF61-7B00-4867-8AEF-D084B6AF26E2@liquidtelecom.com>
 <CAGrBSSi9U71i=-ybM0EBAof8S+0gmJrFPt+=XAjAUAe4dEOicw@mail.gmail.com>
 <DA769FE0-A38F-4BE3-879F-B3A75F37671B@steffann.nl>
 <0C85AF20-4098-49F5-B176-A10F1C40F1ED@afrinic.net>
 <A8EE253B-C6E0-4FA6-B4A3-B24A28675007@steffann.nl>
Message-ID: <1D5047CC-E7C7-4582-B2F4-9D9234794183@hussein.me.ke>

All

Not sure why we are going round and round on this. Here are simple facts on Directors and shareholders/members.

1. Director?s have a fiduciary responsibility to act on behalf and in the interest of shareholders/members within the confines of the law and the memorandum and articles of association.

2. Directors can also be shareholders but in the interest of the general public and minority shareholders. There also needs to be independent directors who will act solely in the interest of the organization sometimes even disregarding the interests of shareholders especially when shareholders demand actions which may contravene the law. 

3. In a situation where the Company is limited by guarantee the directors are deemed to act in the interest of the general public or members. At no time whatsoever does this situation mean that the directors are ?owners? of the company. 

 Regards 

Ali Hussein
Principal
Hussein & Associates
+254 0713 601113 

Twitter: @AliHKassim
Skype: abu-jomo
LinkedIn: http://ke.linkedin.com/in/alihkassim

"We are what we repeatedly do. Excellence, therefore, is not an act but a habit."  ~ Aristotle


Sent from my iPad

> On 19 Dec 2017, at 1:19 PM, Sander Steffann <sander at steffann.nl> wrote:
> 
> Hi,
> 
>> Op 19 dec. 2017, om 10:53 heeft Alan Barrett <alan.barrett at afrinic.net> het volgende geschreven:
>> 
>> [removing cross-posting; this is off-topic for rpd]
> 
> Thanks, I only noticed I included rpd after I sent the message. My apologies, I should have checked that.
> 
>>> On 18 Dec 2017, at 16:15, Sander Steffann <sander at steffann.nl> wrote:
>>> 
>>> Many of the details depend on whether legally Resource Members are seen as shareholders of Afrinic, or if only the 9 Registered Members (= the board) are considered as such. It is a question that I honestly have no answer to, and although Andrew expressed his opinion, he does note that he is not a lawyer and would like independent legal counsel on the matter.
>> 
>> I think it?s pretty clear.  AFRINIC is registered in terms of the Companies Act of Mauritius <http://attorneygeneral.govmu.org/English/Documents/A-Z%20Acts/C/Page%202/COMPANIES%20ACT.pdf> as a company limited by guarantee.  Such companies do not exactly have shareholders, they have members.  The nine Directors are registered as members of the company.
> 
> (paraphrasing to make sure I get it correctly)
> 
> So then it's only the Directors that have power in the legal sense over AFRINIC, and they have freely committed (through bylaws) to follow the wishes of the community and resource holders. But in any sense of the Mauritian companies act the Directors are the only ones that count as Members of the company with voting rights etc.
> 
> Thank you for answering, it helps me with understanding the context of what is happening in AFRINIC.
> 
> Cheers!
> Sander
> 
> _______________________________________________
> Community-Discuss mailing list
> Community-Discuss at afrinic.net
> https://lists.afrinic.net/mailman/listinfo/community-discuss
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From alan.barrett at afrinic.net  Tue Dec 19 12:13:08 2017
From: alan.barrett at afrinic.net (Alan Barrett)
Date: Tue, 19 Dec 2017 13:13:08 +0100
Subject: [Community-Discuss] Removal of a director
In-Reply-To: <4B3BA3C2-799F-4004-BD98-A6D91BA23942@liquidtelecom.com>
References: <DB6PR0301MB25197FB47E69549ED8389236EE340@DB6PR0301MB2519.eurprd03.prod.outlook.com>
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 <DB6PR0301MB2519967A1218541BACEF4F0AEE0B0@DB6PR0301MB2519.eurprd03.prod.outlook.com>
 <CAN0q0kGJRcnp1TXzise2qKCqDSs9K+vTuZkaAa+a-7hTpi=Qsw@mail.gmail.com>
 <6A6FDF61-7B00-4867-8AEF-D084B6AF26E2@liquidtelecom.com>
 <CAGrBSSi9U71i=-ybM0EBAof8S+0gmJrFPt+=XAjAUAe4dEOicw@mail.gmail.com>
 <DA769FE0-A38F-4BE3-879F-B3A75F37671B@steffann.nl>
 <0C85AF20-4098-49F5-B176-A10F1C40F1ED@afrinic.net>
 <4B3BA3C2-799F-4004-BD98-A6D91BA23942@liquidtelecom.com>
Message-ID: <D12F4D35-B9B9-4E50-B135-B893B7939F65@afrinic.net>



> On 19 Dec 2017, at 11:12, Andrew Alston <Andrew.Alston at liquidtelecom.com> wrote:
> 
> Alan,
>  
> The problem here is this:
>  
> The company cannot pick and choose at will which are which.

Again, I think it?s clear.  The Bylaws assign certain rights to Resource Members, Associate Members, and Registered Members.  The Companies Act assigns rights to members, and the ?members? recognised by the Companies Act are the same as the ?Registered Members? recognised by the Bylaws.

>  There are MANY rights which are ? by the companies act ? assigned to the resource members that would normally apply to the shareholders.  Yet this board seems to want to pick and choose which rights belong to them and which rights belong to the resource members at will and in the moment.

I think you are confused.  The Companies Act doesn?t recognise Resource Members at all; but it does provide for a company to have a Constitution.  The AFRINIC Constitution, also known as the Bylaws, assigns certain rights to Resource Members.

> By the companies act ? it is the registered members who constitute an AGMM ? it is the registered members who choose their directors ? it is the registered members who agree the financials ? it is the registered members and the registered members alone who have *ALL* the power ? including the ability to change the constitution at will.

No, the company constitution itself can override some of those things.  For example, the Companies Act article 135(2) talks about how directors are apointed, and it says ?unless the constitution provides otherwise?.  Well, the constitution *does* provide otherwise.

Let me stop here.

Alan Barrett