[Community-Discuss] Closed members and recovered resources

[Sunday Folayan]

Mr Alston,

Your crafty discussions about the NDA fuels a perception that there is a 
problem(s) which is being hidden from the public.

I think you should start from issues you raised as a Board member, on 
the board, which the Board did not attend to, or indeed ignored. You are 
free to refer to specific things in the Board minutes, there are no NDAs 
there.

Go for that!

Sunday.

On 28/06/2017 11:19, Andrew Alston wrote:
>
> Sunday – I happen to disagree with you – strongly – and I am curious 
> to hear the opinions of the members.
>
> Please keep in mind – I HAVE that letter – I know exactly what it is 
> in – I however, signed an NDA – and I will not disclose the contents 
> of what is in there under any circumstances without it being 
> published.  That being said – I **DO** believe that there is 
> information in there that is material to the members of this 
> organisation – that I do not believe have been disclosed and that 
> should be.
>
> I also do not believe for a second that this is a simple case of one 
> management letter – this is about locking in transparency for the 
> future – today – we have a fairly innocuous document from my 
> understanding – tomorrow – who knows – and I want a situation that 
> guarantees that in the future – we have precedent that will result in 
> total transparency and nothing hidden.
>
> In the coming days – I will be asking a series of questions – and I 
> will explain up front and with transparency exactly what my goals are 
> – and what the limits of those questions will be.
>
> Firstly – under no circumstances will I violate the NDA to which I am 
> a signatory of – I hold myself to standards on that and nothing will 
> convince me to step outside of that.
>
> Secondly – I am deeply concerned about much of what I have seen – and 
> I believe strongly that we need more transparency – and while we have 
> done good work in the last few years that work must continue.  Once I 
> feel, as a member, within my rights and powers granted by the bylaws, 
> that we are in a place where
>
>  1. The board is bound to follow the bylaws – to the very letter of
>     every clause
>  2. That the board is bound to follow the law – every aspect of it –
>     law which I will not attempt to interpret – there are lawyers on
>     this list for that – and there is in house council – I will merely
>     question based  on my understanding – and then here the responses
>     and learn from them
>  3. The board is acting in the best interests of the community with
>     total transparency at all times – I will let the community through
>     their voice indicate when they feel there is enough transparency –
>     but right now – I am not getting that impression.
>  4. That the corporate governance of the organisation is of
>     international standard and in full compliance with what is running
>     in the NCCG as published in the area in which AfriNIC is
>     domiciled.  While this is partially the function of the governance
>     committee – any question I ask on this list of course may be taken
>     up and looked at by them should they choose to do so – but the
>     creation of such a committee did in no way detract from the rights
>     of members to question what is in effect their organisation.
>
> Then – and only then – will I cease to ask the questions.  As I have 
> said to you openly – and I will say it publicly – the questions that 
> will come over the next few weeks and months have carefully thought 
> about – carefully considered - and they are not meant to do damage – 
> they are meant to provide options – and to create a way for us, as an 
> organisation, as members, to question if the organisation is running 
> the way we, as the collective membership base, believe it should be.  
> In many cases – there will be no right or wrong answer – but the 
> questions will require thought and deliberation to come to a point 
> which brings this organisation forward rather than backwards.  We have 
> no idea what the boards of tomorrow will look like – we have no idea 
> what tomorrow will bring, and I, as a member, will not leave that to 
> chance. So – it is time to build the systems of accountability to the 
> community, to ensure that no matter what tomorrow brings, the 
> organisation is on the right path.
>
> My view here is simple – I, as one of only many members, cannot 
> dictate the way the organisation is run.  However, I can question, and 
> ask, openly and transparently, and ensure that through those 
> questions, the community gets to discuss ALL of the issues that are 
> pertinent that they may or may not be aware of – and that – I will do 
> for the long term stability of this organisation.
>
> In regards the current issue – as I have said – if the board is 
> choosing not to publish – I will honour that – because I signed 
> something I will adhere to – but I will also publicly state that I do 
> not agree with the assertion that there is nothing in there that is 
> material to this community.
>
> I draw your attention to the fact that in financial statements – it 
> makes a reference to “net assets */_attributable to members_/*”, now, 
> my laymans understanding of this is that in effect, we, as members, 
> pay AfriNIC to deliver us a service and because of the way the 
> organisation and RIR’s in general are structured, we also get a say in 
> how that service is done, and in effect, the financial aspects of the 
> company are of concern to the members, since AfriNIC in effect is 
> acting on our behalf in a trust capacity.  To enhance that trust – we 
> need to know that the organisation will honour the rules around 
> non-profit organisations and transparency – and that is something – I 
> plan to fully test.
>
> Thanks
>
> Andrew
>
> *From:*Sunday Folayan [mailto:sfolayan at gmail.com]
> *Sent:* 28 June 2017 12:49
> *To:* Andrew Alston <Andrew.Alston at liquidtelecom.com>
> *Cc:* General Discussions of AFRINIC <community-discuss at afrinic.net>
> *Subject:* Re: [Community-Discuss] Closed members and recovered resources
>
> Dear Mr Alston,
>
> On 27/06/2017 00:31, Andrew Alston wrote:
>
>     Hi Sunday,
>
>     Ok – now we have a problem – let me quote what you said:
>
>     "This */_report_/*is intended solely for the information and use
>     of the audit
>     committee and is not intended to be and should not be used by anyone
>     other than these specified parties."
>
>     Now, let me quote from the bylaws:
>
>     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:
>
>     (ii) receive */_any auditor's report_/*;
>
>     So – what we have is something that SPECIFICALLY calls itself a
>     report – and is from the auditors.
>
>     Then – we have a clause in the bylaws that says **ANY** auditors
>     report – NOT the financial audit report – not annual report -
>     **ANY AUDITORS REPORT**
>
>     As such – by my reading of this – the board is now in violation of
>     the bylaws – clearly – and without apology – in violation of that
>     clause.  Are you SURE this is the stance that the AfriNIC board
>     wants to take?
>
>     Andrew
>
>
>
> I would like to remind everybody that an “auditor’s report” is a specific type of report, and “any auditor’s report” means any instance of an auditor’s report.  It does not mean ”any report that originates from an auditor”.
> AFRINIC has published any and all auditor’s reports.
> AFRINIC’s auditors and AFRINIC’s legal counsel have confirmed that the management letter is not an auditor’s report, neither is it part of an auditor’s report, and it is a confidential document.
> Some people have implied that there might be something bad in the management letter. There are suggestions of things that AFRINIC could do better, but if there was anything bad, then it would appear in the auditor’s report, which has been published.
> Thanks.
> Sunday Folayan.
> Board Chair.

-- 
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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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