[Community-Discuss] Gratitude

[Owen DeLong]

> On Jun 6, 2019, at 09:43 , Noah <noah at neo.co.tz> wrote:
> 
> Owen,
> 
> On Tue, Jun 4, 2019 at 8:39 AM Owen DeLong <owen at delong.com <mailto:owen at delong.com>> wrote:
> 
> 
>> On Jun 3, 2019, at 21:32 , Noah <noah at neo.co.tz <mailto:noah at neo.co.tz>> wrote:
>> 
>> Owen
>> 
>> Selective Memory………
> 
> Not deliberately so, but I will admit that from the vague and ambiguous description below, I am unable to reassemble a memory of what you are referring to.
> 
> I still insist selective memory……..

You may insist on whatever you like. That still doesn’t make it factual. (See current US President for multiple examples).

>> If we are going to throw around the narrative of folks on the board acting acting in bad faith, may I remind some of the members castigating the board in defense of a respectable employee who chose to resign from their position for reasons unknown to all of us but are now using the specific board minutes to go after the board for suspiciously other unknown reasons,  about the history of the so called mighty NDA.
> 
> Can you translate this out of doublespeak and into facts?
> 
> The specific board minutes are being used to castigate two specific board members which have been named (Serge Ilunga and Cristian Bope) because they acted in bad faith bringing two motions to criticize fellow board members for disclosing information which was already public, allegedly because it violated the NDA since the board had (possibly ex post facto, though the timeline is admittedly not 100% clear from the minutes) decided (for reasons passing understanding) to delay publication.
> 
> 
> You realize 100% of issues discussed in board meetings tend to refer to already publicly available information right. Therefore It’s the context of the discussion and once the board deems to release a statement in future all board members become bound to that decision period.

No… This is not at all an accurate statement.

Further, we are not talking about the release of the context of the discussion or any of the content of those discussions. In this case, we are talking about the release of a document which was already 100% public. We are talking about publishing an already published work unedited, unaltered, and indistinguishable from its already public form.

Attempting to control it’s release is as patently absurd as trying to prohibit sending a copy of ICP-2 to the list.

>> If we remember correctly recent events dating back a couple of years ago when the whole breach of NDA issue surfaced before members and the community,  you will realize that one of the vocal members here used the NDA to defend what I would probably call the most unethical boardroom behaviors and tactics a few years ago from what we learned as a community. In fact the board chair at the time had reducted board minutes and presented to the community what was purely misinformation in the name of the NDA.
> 
> If you’re referring to Andrew’s various tirades claiming he was unable to disclose details due to board NDA, then I will let him answer for that alone. While I have found myself agreeing with Andrew about many things, I have never supported his particular style of communication, nor have I ever supported his unsubstantiated rants.
> 
> My reference dates back to the events of the meeting in Tunisia a couple of years ago when the then board members Badru and Paulos had to resign from the board over NDA related matters.

OK, well, let’s now consider what you previously said in that proper context…

“One of the vocal members here used the NDA to defend what I would probably call the most unethical boardroom behaviors and tactics…”

Here, I have to presume you are referring to Andrew Alston refusing to disclose certain details of what happened because he felt bound by NDA. If that’s not the case, then please clarify.

Yes, there was an issue where the board char had redacted the board minutes. I agree this should not have been done and was a misguided act by said chair. I believe I said as much at the time.

Nonetheless, Badru and Paolos both did actually violate the NDA and did actually disclose material information which was not previously published anywhere else and which was subject to the NDA and was considered board confidential.

If you cannot see a difference between that situation and this one, then I am not sure how I can help you. To me, they are night and day.

Remember, also, that later a certain board chair fell on that same sword for a less public inappropriate disclosure of confidential information.

As much as I liked said board chair and as disappointed as I was by his bad judgment in that case, if you will recall, once there was evidence he violated the NDA, I supported the call for his resignation.

This time, you have two board members who disclosed an already public document which is clearly and distinctly excluded from the NDA as I have previously shown. There is no legitimate reason for them to be attacked for doing so.

>> Two Board members at the time acted against this and released the unreducted minutes to the community.  A number of board members called for the two to resign so as to make a statement to the community which they did and years  later we came to learn that the same folks who led the call for resignation of directors, years later did exactly the same thing of releasing information that the board had not yet decided to release.
> 
> In this particular case, the board members in question released material that WAS NOT PUBLIC prior to their disclosure.
> 
> Again back to the Tunis meeting, If you listen to the meeting discussions in Tunis on the floor the day before all issues had been discussed and vigorously denied by the then board member Andrew and the Board chair on the floor.  The community then asked for the said minutes which had not been released and the board then were asked to release the info.  So the issue was already public.

The issue may have been public, but the information Paolos and Badru disclosed was not.

There must be a distinction between the aspects of a situation which are and are not public and this must be honored.

For example, there have been times when as a member of the ARIN AC, I have received information which is not public and which I am not at liberty to share. Most of that information has been related to matters that are very public in one way or another. Nonetheless, I must use the confidential information to inform my decisions and opinions about the situation without disclosing that information to the public in those very same discussions. This is a normal obligation of almost any leadership position.

I’d love to offer you more direct and concrete examples, but unfortunately, I can’t see a way to do so without disclosing the existence of specific information which is in itself confidential.

> Do you not see the difference between material that is not already public and a document which is by definition a matter of public record? Is it really so hard to make this distinction?
> 
> Again please go and review the Tunis discussions for your answer.

Now that I know what you are talking about specifically, I remember it well and to me there is a night and day difference.

> If you will recall, many of those same community members also called for the resignation of Sunday Folayan on the same basis. I won’t speak for the others, but at least in my case, I had to agree that selective enforcement is an unacceptable path.
> 
> Your memory seems to be failing you my friend.  I was referring to the resignation of Badru and Paulo way before Sundays resignation which was based on a far different issue.  Please read through the emails including your own at the time.

My memory is not failing me at all. However, Badru and Paulo were even more black and white in that they most certainly and even by their own admission violated the NDA.

>> The issue of the information being public should therefore not be used here because the community had been told that the information was public and they should be able to find it. As some have mentioned already, we all work or belong to communities where some rules are outwardly out of tune.  But we work to change them and not to manipulate them.
> 
> Once the information is public, the NDA specifically excludes it from any limitations of the NDA. Read the NDA… To whit:
> 
>> I understand that certain information about AfriNIC is confidential, which is information not previously published or otherwise disclosed to the public and which relates to but is not limited to the following:
>> 
> 
>> (a) the operations of AfriNIC
>> 
> 
>> (b) the customers of AfriNIC; and
>> 
> 
>> (c) the financial, legal, technical and strategic matters relating to AfriNIC.
>> 
> 
>> 2. I understand that AfriNIC receives from other organisations detailed information; for example, about the internal network infrastructure, customers and development plans. Such information is provided to AfriNIC for the purpose of enabling AfriNIC to properly carry out its business; an organisation providing information to AfriNIC may consider much of that information to be of a confidential nature and that unauthorized disclosure of that confidential information to the public or its competitors could be harmful to the business of the organisation or its customers or to AfriNIC. Therefore such information is also considered by AfriNIC as confidential. 
>> 
> 
> 
> The very first sentence includes the clause “…which is information not previously published or otherwise disclosed to the public…”
> 
> This makes the fact that the information was already public relevant because it is specifically excluded from the NDA at that point.
> 
> 
> I read one of the directors was concerned about the Mauritius data protection laws and when I first read that court document after being published by the board,  it had been redacted.  Could it be that the board was being careful before publishing the public document on the AfriNIC website and as such there was no need to rush it? 

The director in question had an absurd question about whether it was safe to post on a web site since it was not on the court’s web site.

It was a specious and bizarre twisting of the DPL for purposes that have yet to be explained.

I don’t care whether the board was being careful or not. Regardless, there was no harm or foul whatsoever in sending the document via email as was done by the board members in question. Further, it’s quite clear that for whatever other anger their fellow board members may have, they did NOT violate the NDA in doing so because there was no confidentiality in the document to be preserved.

Let me try a hypothetical scenario virtually identical to the above in hopes of illustrating the absurdity:

CEO: RFC 9999 may be of interest to the community, perhaps we should post it on the web site.
Board: Let’s consider this…
Board member: Is there a risk that publishing this on our web site could violate Mauritian DPL?
Board: Shrug
Lawyer: No
Board: Let’s hold off just in case.
CEO: Emails a copy of RFC 9999 to the list
Another Board member: Emails a copy of RFC 9999 to some of his contacts.

later:
Board: We should censure CEO and Board member who emailed RFC 9999 to the list for violating the NDA
Lawyer: But RFC 9999 was already public. It wasn’t subject to NDA
Board: Yeah, but we’re unhappy about it because we wanted to wait.
Any sane person: That’s just stupid.

That is literally what we’re talking about here. (RFC9999 is an arbitrary (hopefully still fictitious) number for illustrative purposes only).

>> I have not read anywhere why the current CEO decided to resign and I obviously have no idea about his reasons.  It is not the first time an AFRINIC CEO has resigned and I can't seem to understand all these attacks I have seen towards the board as I catch up with all the emails that have been flying all over the place.
> 
> I have no knowledge of this, nor has it been a point in any of my arguments. You’ll have to ask those discussing that matter.
> 
>> PS: The role of the CEO is not a lifetime role nor is the role of board member.  We have prescribed processes of changing these roles with AfriNIC continuing to stand tall.The outgoing CEO is a highly respected member of this community and instead of us celebrating his tenure, members are looking at board minutes to taint his work for their own reasons.
> 
> Again, I don’t see any relationship between this comment and anything I have said.
> 
> I will point out that we also have a process for removal of board members who fail to meet their fiduciary responsibilities or otherwise act in a manner contrary to the good function of the company. These bad faith accusations are just such an example of a perfectly valid reason for the community to call said board members to account.
> 
>> It's as if every year as we head into the AGMM for the past couple of years, we see the same members of the community come in to attack the institution of the board with the worst attack from the same members of this community in Senegal last year. 
> 
> I don’t recall personally making any attacks on the board last year other than criticizing their decision to reject the hearing of a particular motion at the AGMM.
> 
> I believe that the board acted against the interests and desires of the community in doing so and I raised it as such. I would not call that an attack on the board, I would call that an argument in favor of good governance. I honestly am not sure whether the motion had merit, but I believe that the members should have been allowed to make that decision rather than having the board reject the idea of giving said members the opportunity to do so.
> 
>> I really ask that we cease and desist…………….
> 
> When I see the board or members of the board acting in a manner I feel is inappropriate to their roles and responsibilities, I will comment on it. Members of the community have a duty to hold the board accountable for its behavior in discharging the duties entrusted to them by the membership and by extension the community. I do not take this obligation lightly.
> 
> I am not making personal attacks on particular board members because I favor or don’t favor the election results. I am commenting on malfeasance as I see it conducted by particular board members in this case based on the facts. You may like the board members in question or you may be tired of the community criticizing the board’s behavior. So be it. I am tired of the board’s consistent failure to live up to reasonable standards of conduct. I ask that the board cease and desist in so disappointing the community and violating our trust.
> 
> I will assure you that when the board ends its campaign of misbehavior, I will stop vocally criticizing the board.
> 
>> My 2 bit coins
>> Noah
> 
> Hmmm… The original saying was “My 2 cents”, value “USD$0.02”.
> Two bitcoin are currently valued at approximately “USD$15,889.64”.
> 
> That’s quite some inflation you’ve built into your signature there.
> 
> Times changes and what makes you think its inflation :-)

You don’t think the difference between USD$0.02 and USD$15,889.64 represents significant inflation in the price of your opinion?

Let me put it this way… I’d be far more willing to pay you $0.02 for your opinion (though in most cases, I think that exceeds its value :p ).
I’d be absolutely unwilling to even consider paying you more than $15,000 for it.

> 
> 
> Owen
> 
> 
> Noah 

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