[Community-Discuss] More meeting questions

Tue May 8 13:24:20 UTC 2018

Chevalier,

Let me now that I have stopped laughing comment directly.

Firstly – I am a member of this community – and I represent multiple resource members – I have every right to ask the board of an organisation that receives vast amounts of money every year to follow the law and follow the bylaws – and demand good corporate governance.  If my demanding that the board follows the bylaws upsets you – and is held to account to the letter of the bylaws – then – either you have a problem with the bylaws – or you believe that the board is somehow beyond the rules and wish to apply subjective rules – that we will never agree on.

Secondly – since the community are observers at an AGMM and are allowed to take to the microphone – this is beyond a members issue – it speaks to the entire community when community members may have travelled to have their say – at a meeting that is in blatant violation of the bylaws and the law – that – is a community issue.

Thirdly – The community demanded an independent investigative report – we have not been given one – we have been given a board report on an investigative report – with no way to verify what is in the actual report itself – that is not an independent report.

I make no apologies for the questions I have asked – and I will keep asking – if there is one thing that should have become apparent about me over the years – I don’t let go – and I will keep going until such time as I feel that my questions have been answered.  I may not always like the answers – but I will demand answers – because that is my right as a member of this community, as it is your right to ask, and as it is your right to disagree or agree with the answers.

One rule in life – you can fight the answers – but you cannot fight the questions – because the day you wish to stop the questions coming – is the day you wish to impose your own views on others without giving them the right to question your views – and that is contradictory to growth, it is contradictory to democracy, it is contradictory to transparency and it is certainly contradictory to a bottom up approach where all members have the right to question the organisation that we fund and that we keep alive.

Remember something – it was our votes that put this board in place – and it is our right to question our elected representatives – and our right to remove them if they fail to live up to what they are meant to.

Andrew

From: Chevalier du Borg [mailto:virtual.borg at gmail.com]
Sent: 08 May 2018 09:47
To: Andrew Alston <Andrew.Alston at liquidtelecom.com>
Cc: AFRINIC Board of Directors' List <Board at afrinic.net>; community-discuss at afrinic.net
Subject: Re: [Community-Discuss] More meeting questions

Dear M. Andrew,

Urgence is not determine by the incessant SHRIEKING from you

Since your grievance is member matter, please direct this to member list. Some of us a getting TIRED of you abusing us with these DARK world of DOOM where everything that you do not like or support is going to kill out children.

I was hope that the fact that you have to reply to your own email 4 times would give you a hint, but no.

Since there is NO HOPE that you

I.  Will understand that you have also become as BAD for this community as you think the board is
II.  Will listen to any advice that doesn't come from yourself or an android that you created in your image

Then maybe you should call your lawyers to tell the Senegalaise police to go and stop this stupid, illegal meeting where the 'illuminati' (---of which you were member until recently) are planning to kill african children and women and sale their men into slavery again.

2018-05-07 9:28 GMT+00:00 Andrew Alston <Andrew.Alston at liquidtelecom.com<mailto:Andrew.Alston at liquidtelecom.com>>:
Dear Board,

You have a member that is (legitimately) protesting your notice of meeting – we are now only days away from said meeting – and there are still members who may be reading to travel to a meeting that may not end up occurring – since it occurring would be contrary to the bylaws and the companies act.

Can we please get a response to this – it is a matter of urgency

Andrew

From: Andrew Alston
Sent: 06 May 2018 17:16
To: 'Andrew Alston' <Andrew.Alston at liquidtelecom.com<mailto:Andrew.Alston at liquidtelecom.com>>; AFRINIC Board of Directors' List <Board at afrinic.net<mailto:Board at afrinic.net>>; members-discuss at afrinic.net<mailto:members-discuss at afrinic.net>; community-discuss at afrinic.net<mailto:community-discuss at afrinic.net>
Subject: RE: More meeting questions

A few more notes about the contestation of the notice of meeting.

I want to talk to the issue of precedent – because I have a fear that some may attempt to argue – without legal basis – that there is precedent found in the fact that the notice of meeting in the past did not contain similar information and the meeting went ahead.

To address this – I wish to bring the communities attention to article 12.3 of the bylaws:

12.3 Any irregularity in a notice of an Annual General Member Meeting shall be waived where all the members entitled to attend and vote at the Annual General Members' Meeting attend the said Meeting without protest as to the irregularity, or where all members agree to the waiver.

The critical part of this is that up until now no member entitled to attend and vote have protested the irregularity – therefore – past meetings were entirely valid.  However, that is no longer the case – as a member – I am entitled to attend the meeting – and I am formally protesting the irregularities in the notice of meeting – as such – the issue of precedent is a moot point.

I also need to bring the communities attention to the fact that this action is not without precedent in the internet community.  A very similar situation occurred with a late notice of meeting with the AMS-IX exchange in around 2004 or 2005 I believe – and the board of AMS-IX did withdraw the meeting notice and reschedule – as they were legally required to do.

The records of this should still be on the AMS-IX mailing lists for those of you who are members of AMS-IX.

Thanks

Andrew

From: Andrew Alston [mailto:Andrew.Alston at liquidtelecom.com]
Sent: 05 May 2018 20:42
To: AFRINIC Board of Directors' List <Board at afrinic.net<mailto:Board at afrinic.net>>; members-discuss at afrinic.net<mailto:members-discuss at afrinic.net>; community-discuss at afrinic.net<mailto:community-discuss at afrinic.net>
Subject: Re: [Community-Discuss] More meeting questions

Just to point out – that because clause 12.2.(d) explicitly refers to members – the argument as regards registered members and waiver is actually mute – because of the lack of information and the requirements for a valid meeting notice not being met – a waiver is required from *every* member – or in the alternative – every member participating in the meeting (and that includes online participation) without any protest as to the notice of meeting being invalid

Effectively – the board requires a unanimous resolution from the floor that includes online participants in the meeting that waives the flaws in the notice of meeting – not a majority – not a super majority – unanimous

Andrew

From: Andrew Alston
Sent: 05 May 2018 17:52
To: AFRINIC Board of Directors' List <Board at afrinic.net<mailto:Board at afrinic.net>>; members-discuss at afrinic.net<mailto:members-discuss at afrinic.net>; community-discuss at afrinic.net<mailto:community-discuss at afrinic.net>
Subject: More meeting questions

Dear Board of Directors.

The fifth schedule of the companies act, section 2, sub-paragraph (b)(i) states:

(b) The notice shall state –
(i) the nature of the business to be transacted at the meeting in sufficient detail to enable a shareholder to form a reasoned judgment in relation to it; and

It further goes on to state in section 2(f) that clause 2(b) stand irrespective of the bylaws or constitution of the company.

The notice distributed for this meeting does not contain sufficient detail for any member to make reasoned judgement – there is:

  1.  No Audit report as supplied by the Audit Committee attached
  2.  There is no detail as regards the appointment of the auditor
  3.  The proposed fee structure as detailed in referenced in section 5.4 of the meeting notice contains no detail
  4.  The proposed budget was not distributed by the meeting notice (as referenced by section 5.3 of the meeting agenda)
  5.  There is nomcom report attached the meeting agenda

As such – this notice of meeting is invalid as per the companies act and as per section 12.2.(d) of the companies bylaws.

As such – you require the waiver of every participating member to continue with this meeting – anything else – and the meeting is simply not valid.  Unless of course the board wishes to play the registered members card and once again prove to this membership base that they are not considered full members of this organisation as has been the claim for years.  If this board wishes to make this claim – please state so explicitly – if not – please inform this community as to how you will go about seeking the waiver as is required by the companies act.

Thanks

Andrew

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--
Borg le Chevalier
___________________________________
"Common sense is what tells us the world is flat"
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