[Community-Discuss] Table of changes: AFRINIC Bylaw review

[Anthony Ubah]

* Hello Owen,*

Thank you for your kind feedback and my apologies about the
apparently Lousy format, the original text was arranged in a table (Thus
document attached)



1.       About your comment on 6.1, I partially agree.

For the term about “corporation”, I am fine with using a different term,
such as “company/organization”.

As to your suggested alternative, I would suggest the following:

(i) Membership shall be open to any person or organization which is a user
of Internet Number Resources.

The reason being that since Internet Resources is a public resource in the
first place, membership should not be based on geographical boundaries.

BUT do note that this is just a proposal on the eligibility of membership
(i.e. qualified to apply to be a member or not, but not an automatic
membership).



2.      About your comment on 6.4, I think there is a slight
misunderstanding. Allow me to clarify.

I’m proposing to delete the original words of 6.4(i) only, which reads:
“justified its need for the right to use Internet Number Resources to
AFRINIC”.

AFRINIC is a registry and it should not necessarily be their business to
scrutinize why an entity is applying to use the Internet Number Resources
and how they are going to use it. I think AFRINIC staff should not be the
one to wield the power/control as to how resources are to be distributed.
So I’m merely proposing to delete the requirement of “justified its need
for the right to use Internet Number Resources to AFRINIC”.



3.       About your comment on 8.2(ii) and 8.3(iii), after taking your
views into consideration, I’d like to propose an alternative.

I can understand where you are coming from, but the main goal for my
submission is to remove the Board’s arbitrary power, which is currently
empowered by the words of “acting reasonably and in good faith”(to which
there is no safeguard or a general rule of thumb to determine whether the
Board is acting ultra vires under the guise of “acting reasonably and in
good faith”).

As such, I’d like to propose an alternative to my first proposal for
8.2(ii) and 8.3(iii):



(a)    For 8.2(ii), to add the following words in parenthesis – “…the
Board, acting (in accordance to the Internet Resources Policy as approved
by the AFRINIC community), determining that the Resource Members has ceased
to satisfy criteria for admission to membership of the Company or ceased to
comply with Number Resources Management Policies;”

(b)   For 8.3(iii), to add the following words in parenthesis  – “…the
Board, acting (in accordance to the Internet Resources Policy as approved
by the AFRINIC community), determining that the Associate Member has ceased
to satisfy criteria for admission to Associate membership of the Company;”

With this alternative, my purpose is to have the Board at least act in
accordance to something which is approved by the community instead of
having the power to act on an arbitrary basis.



4.      About your comment on 8.2(iii) and 8.3(iv), I hereby propose an
alternative.

Similar to my reasons for 8.2(ii) and 8.3(iii), the purpose is to either
(i)remove the Board’s arbitrary power or (ii)to at least have the Board act
in accordance to something which is approved by the community. Either way,
it is to mainly remove the possibility of the Board abusing its power (even
if it is practically unlikely).

As such, I’d like to propose an alternative to my first proposal for
8.2(iii) and 8.3(iv):

a)      For 8.2(iii), to add the following words in parenthesis and delete
the stroked words – “…the Board, acting (in accordance to the Internet
Resources Policy as approved by the AFRINIC) community, determining that
the Resource Member has refused or failed to comply with the provisions of
this Constitution or any applicable rule made by the Board .”(delete)**

b)     For 8.3(iv), to add the following words in parenthesis and delete
the stroked words – “…the Board, acting (in accordance to the Internet
Resources Policy as approved by the AFRINIC community), determining that
the Associate Member has refused or failed to comply with the provisions of
this Constitution **or any applicable rule made by the Board”(delete) **



5.      About your comment on 8.4, I respectfully disagree.



Even if it’s practically unlikely but the original wordings of 8.4 does
leave such a possibility from happening. The purpose of this proposal for
8.4 is to make it fairer for Resource and Associate Member in the event if
an incident (which leads to the termination of membership) is caused by a
third party or an event that is beyond the Resource and Associate Member’s

control (“Unexpected Event”).



I don’t see any harm that can be done if such a third party or an
Unexpected Event did actually happen and an innocent Associate/Resource
Member is allowed to prove its innocence and is fairly spared from paying
any fees unjustly that was not caused by the Associate/Resource Member.
Whereas, the same cannot be said if the original wordings of 8.4 is
maintained.



Just a brief analogy, if a car accident isn’t caused by me then it will be
unfair to expect me to compensate the other party. But if a car accident is
in fact caused by me, then it is fair and expected for me to do whatever is
necessary to compensate the other party.

This is just to introduce a safeguard for the Associate and Resource Member
under 8.4 in circumstances where they are actually innocent due to an
unforeseeable/unimaginable incident which is not caused by them.



6.      About your comment on 8.5, but what happens to the end-users? Won’t
they be heavily affected?

The main reason for proposing my amendments for 8.5 is to ensure that
end-users will not be affected. Do you not think it will cause a global
chaos if the Resource Member is required to return the resources allocated
to it by AFRINIC? If you have any suggestions for an alternative, I’m
willing to hear and be enlightened.



I’ll stop here for now, and I do appreciate your feedback.



Best Regards,

Anthony

On Wed, Aug 19, 2020 at 10:54 PM <community-discuss-request at afrinic.net>
wrote:


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> Today's Topics:

>

>    1. AFRINC being sued (Ronald F. Guilmette)

>    2. Re: Table of changes: AFRINIC Bylaw review (Owen DeLong)

>    3. Re: Table of changes: AFRINIC Bylaw review (Noah)

>

>

> ----------------------------------------------------------------------

>

> Message: 1

> Date: Wed, 19 Aug 2020 14:00:55 -0700

> From: "Ronald F. Guilmette" <rfg at tristatelogic.com>

> To: community-discuss at afrinic.net

> Subject: [Community-Discuss] AFRINC being sued

> Message-ID: <14779.1597870855 at segfault.tristatelogic.com>

> Content-Type: text/plain; charset="us-ascii"

>

> For those few of you who may not already be aware of this...

>

>

> https://mybroadband.co.za/news/internet/363694-man-connected-to-african-ip-address-heist-sues-afrinic.html

>

> As many of you might imagine, I will have more to say about this in due

> course.

>

>

> Regards,

> rfg

>

>

>

> ------------------------------

>

> Message: 2

> Date: Wed, 19 Aug 2020 14:11:05 -0700

> From: Owen DeLong <owen at delong.com>

> To: Antone Bahu <blackboythinking at gmail.com>

> Cc: community-discuss at afrinic.net, AFRINIC Communication

>         <comms at afrinic.net>, govcom at afrinic.net

> Subject: Re: [Community-Discuss] Table of changes: AFRINIC Bylaw

>         review

> Message-ID: <A8508F60-2AB5-4907-87C5-3BA71074A6FB at delong.com>

> Content-Type: text/plain; charset="utf-8"

>

> This is a pretty lousy format for soliciting comments because there?s no

> good way to put them inline.

>

> 6.1 Corporate should at the vary least be changed to ?corporation? as

> corporate is an adjective describing something which relates to a

> corporation (e.g. corporate membership) while corporation is the noun (e.g.

> corporate memberships are only available to corporations).

>

> Personally i disagree with this. There are many companies which are not

> corporations. I suggest instead using the term.

>

> Further I think that the proposed wording creates several potential

> chicken and egg issues. How does one comply with the policies before

> becoming a member and getting resources?

>

> I would suggest instead that the following is a superior alternative:

> (i) Membership shall be open to any person or organization which has a

> nexus in the AFRINIC service region and is a user of Internet Number

> Resources.

>

> If additional limitation is desired, one could add the clause ? directly

> issued to the person or organization by AFRINIC? at the end of the sentence.

>

> I would also suggest deleting (ii) as I believe this change would render

> it anachronistic.

>

> 6.4 ? As worded, you create an interesting loophole (absent my suggestion

> for additional limitations above)?

> With the proposed wording in sections 6.1 and 6.4, one could argue the

> case that if one has no AFRINIC resources

> and merely signs the RSA and does not violate any policies, one is

> entitled to voting membership as a resource

> member for $0 per year as without resources, that does constitute the

> relevant step and membership fees related

> to their zero resources allocated/assigned.

>

> While I agree that this is a bit of a reductio ad absurdum argument,

> courts have enforced far more

> ridiculous and baseless claims in history.

>

> 8.2(ii) and 8.3(ii) ? The wording here is absurd. A judgment call as to

> whether policy has been violated or not is required here.

> A policy itself cannot make such a judgment call. A policy is entirely a

> passive thing incapable of action or

> decision by itself. Some body of people must implement, enforce, and/or

> adjudicate any such policy.

>

> If you don?t want the board involved here, then assign it to staff or to

> the PDWG, or to a vote of the

> membership writ large or whoever you want, but you must appoint a trier of

> fact to make these judgments.

> You cannot blindly defer to the policy itself as if policy was capable of

> intervening in a members status

> without action by humans.

>

> 8.2(iii) and 8.3(iv) ? So do we wish to simply allow a member who violates

> the constitution or other rules to continue

> as a member in good standing? This form of abuse strikes me as far more

> likely to occur and much harder

> to address without something taking the place of 8.2(iii). If you want to

> take this authority out of the hands

> of the board, fine, but you must then place it elsewhere or accept the

> anarchy that is the inevitable result.

>

> I have no issue with the deletion of 8.2(v) and 8.3(vi).

>

> The proposed edit to 8.4 is unwieldy, poorly written, and IMHO,

> unnecessary. Please describe a reasonable or likely

> scenario where a resource member would face termination of their

> membership that they did not cause. I cannot

> see any scenario in which this is possible, let alone likely. Perhaps I

> lack imagination, so please if I am wrong,

> enlighten me.

>

> I absolutely object to the suggested edit to 8.5. You are literally saying

> that one can (1) Obtain resources, (2) deploy

> those resources (3) decide to stop paying fees for those resources and

> then because they are deployed, (4) keep

> those resources in perpetuity. That?s ridiculous and would bankrupt the

> organization very quickly. Why would anyone

> ever pay a renewal fee under such a regulation?

>

> I will try to review the rest of the proposal later, I?m out of time for

> now, but that should provide some grist for the

> discussion mill in the mean time.

>

> Owen

>

>

> > On Aug 19, 2020, at 13:20 , Antone Bahu <blackboythinking at gmail.com>

> wrote:

> >

> > Hi all,

> >

> > These few days I have discussed with some of my professors and

> colleagues, who are also members of this community regarding the Bylaw

> review. I pondered on how the ByLaw could be edited in a manner that allows

> community opinion to be presented in an even better way.

> >

> > Thus, I have a few inputs;

> >

> >

> >

> > Existing Provisions

> >

> >

> > Proposed Amendments

> >

> > Rationale for Amendments

> >

> > 6.1

> > Membership shall be open to:

> >

> > (i) any Person who is geographically based within, and providing

> services in the African region, and who is engaged in the use of, or

> business of providing, open system protocol network services; or

> >

> > (ii) any other Person who is approved by the Board or the members.

> >

> >

> > To amend Article 6.1

> > (i) so that it may be read as follows:

> >

> > Membership shall be open to any corporate which complies with Internet

> Resources Policy approved by AFRINIC community

> >

> >

> >

> > The term ?person? shall be amended into ?corporate? because most of the

> current membership holders are corporate instead of ?persons?.

> >

> > Membership shall be open to any corporate which comply with Internet

> Resources Policy approved by AFRINIC community instead of setting

> geographical criteria as community discussion is what matters the most here.

> > 6.4

> > Resource Member - A legal entity (local Internet registry or end-site)

> shall be deemed to be a Resource Member of AFRINIC after it has completed

> the following formalities cumulatively:

> > (i) justified its need for the right to use Internet Number Resources to

> AFRINIC

> > (ii) signed AFRINIC?s Registration Service Agreement; and

> > (iii) paid the relevant setup membership fees related to Internet Number

> Resources allocated/assigned to it by AFRINIC Registration Service.

> >

> >

> > To amend Article 6.4 by deleting the provisions under (i), so that

> Article 6.4 reads as follows:

> >

> > Resource Member ? A legal entity (local internet registry or end-site)

> shall be deemed to be a Resource Member of AFRINIC after it has completed

> the following formalities cumulatively:

> > (i) signed AFRINIC?s Registration Service Agreement

> > (ii) paid the relevant setup and membership fees related to Internet

> Number Resources allocated/assigned to it by AFRINIC Registration Service.

> >

> >

> > AFRINIC is just a book-keeper and shall not be involved in

> policy-related matters by requiring Resource Members to justify their needs

> to AFRINIC. Also, this shall not appear in Bylaws - how resources are

> distributed shall be decided by Policy approved by community discussion.

> > Existing Provisions

> > Proposed Amendments

> > Rationale for Amendments

> >

> > 8.2 (ii)

> > The membership of a Resource Member shall terminate upon:

> >

> > (ii) the Board, acting reasonably and in good faith, determining that

> the Resource Member has ceased to satisfy criteria for admission to

> membership of the Company or ceased to comply with Number Resources

> Management Policies;

> >

> >

> >

> > To be amended to read as follows:

> >

> > (ii) the Internet Resources Policy as approved by the AFRINIC community,

> determining that the Resource Members has ceased to satisfy criteria for

> admission to membership of the Company or ceased to comply with Number

> Resources Management Policies;

> >

> >

> >

> > This shall be decided by Internet Resources Policy approved by AFRINIC

> community instead of the Board. The Board shall not be involved in Internet

> Resources Policy-related matters.

> >

> > 8.2(iii)

> > (iii) the Board, acting reasonably and in good faith, determining that

> the Resource Member has refused or failed to comply with the provisions of

> this Constitution or any applicable rule made by the Board;

> >

> >

> >

> >

> >

> >

> > Propose to be deleted.

> >

> >

> > This is against the spirit of the community because it leaves a

> possibility of the Board abusing its power. There is no general test or

> safeguard to determine whether the Board is ?acting reasonably and in good

> faith? and it allows the Board to make such determination on an arbitrary

> basis.

> >

> > Existing Provisions

> > Proposed Amendments

> > Rationale for Amendments

> >

> > 8.2(v)

> > such other event or such other grounds as the Board, acting reasonably

> and in good faith, shall determine from time to time.

> >

> >

> >

> > To be deleted.

> >

> >

> >

> > The original wordings of ?such other event or such other grounds? is too

> vague and can technically be exercised on an arbitrary basis by the Board

> and may thus lead to the Board abusing its power.

> >

> > Moreover, There is no general test or safeguard to determine whether the

> Board is ?acting reasonably and in good faith?.

> >

> > Worst of all, the Board is allowed to make such determination at any

> time it desires.

> >

> >

> > 8.3(iii)

> > the Board, acting reasonably and in good faith, determining that the

> Associate Member has ceased to satisfy criteria for admission to Associate

> membership of the Company;

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> > To amend Article 8.3(iii) so that it may be read as follows:

> >

> > the Internet Resources Policy as approved by the AFRINIC community,

> determining that the Associate Member has ceased to satisfy criteria for

> admission to Associate membership of the Company;

> >

> >

> >

> >

> > This is against the spirit of the community because it leaves a

> possibility of the Board abusing its power. There is no general test or

> safeguard to determine whether the Board is ?acting reasonably and in good

> faith? and it allows the Board to make such determination on an arbitrary

> basis.

> >

> > Existing Provisions

> > Proposed Amendments

> > Rationale for Amendments

> >

> > 8.3(iv)

> > the Board, acting reasonably and in good faith, determining that the

> Associate Member has refused or failed to comply with the provisions of

> this Constitution or any applicable rule made by the Board;

> >

> >

> >

> > To be deleted.

> >

> >

> >

> > This is against the spirit of the community because it leaves a

> possibility of the Board abusing its power. There is no general test or

> safeguard to determine whether the Board is ?acting reasonably and in good

> faith? and it allows the Board to make such determination on an arbitrary

> basis.

> >

> > 8.3(vi)

> > such other event or such other grounds as the Board, acting reasonably

> and in good faith, shall determine from time to time

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> > To be deleted.

> >

> >

> >

> > The original wordings of ?such other event or such other grounds? is too

> vague and can technically be exercised on an arbitrary basis by the Board

> and may thus lead to the Board abusing its power.

> >

> > Moreover, There is no general test or safeguard to determine whether the

> Board is ?acting reasonably and in good faith?.

> >

> > Worst of all, the Board is allowed to make such determination at any

> time it desires.

> >

> >

> > Existing Provisions

> > Proposed Amendments

> > Rationale for Amendments

> >

> > 8.4

> > Termination shall not relieve a member from any obligation to pay any

> fees payable to the Company on or before the date of termination and shall

> not entitle the Resource and Associate Member to any refund of any fees,

> whether in whole or in part.

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> > To be amended so that it reads as follows:

> >

> > Termination shall not relieve a member from any obligation to pay any

> fees payable to the Company on or before the date of termination and shall

> not entitle the Resource and Associate Member to any refund of any fees,

> whether in whole or in part, whilst subjected to the condition that unless

> the termination of membership is due to circumstances not caused by the

> Resource or Associate Member then the Resource or Associate Member shall be

> entitled to, without further challenge from the Company, refund, whether in

> whole or in part, in accordance to the circumstances of each case.

> >

> >

> >

> > The circumstances for the termination of membership are very vague and

> unclear.

> >

> > It assumes that even if the incident which leads to the termination is

> not caused by the fault/role of the Resource/Associate Member, the innocent

> Resource/Associate Member will still not be entitled to any refunds. This

> is not addressed in the original wordings of the provision and is

> one-sidedly in favor of the Company only.

> > Existing Provisions

> > Proposed Amendments

> > Rationale for Amendments

> >

> > 8.5

> > The Resource Member shall, on termination of its membership, return the

> resources allocated to it by the Company.

> >

> >

> >

> > To be amended as follows:

> >

> > The Resource Member shall, on termination of its membership, return the

> resources allocated to it by the Company, unless such resources is already

> allocated or in usage then such resources need not be returned to the

> Company despite the termination of the Resource Member?s membership.

> >

> >

> >

> > To avoid disruption to end-user.

> >

> > 11.4

> > Notwithstanding, the provisions of Article 11.3 the Board may adopt such

> policies regarding the management of internet number resources where it

> considers that the same is necessary and urgent, having regard to the

> proper and responsible usage of these resources.

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> > To be amended to read as follows:

> >

> > Notwithstanding, the provisions of Article 11.3 but subject to Article

> 11.5, the Board may adopt such policies regarding the management of

> internet number resources where it considers that the same is necessary and

> urgent, having regard to the proper and responsible usage of these

> resources.

> >

> >

> > To ensure that Article 11.4 is not read in isolation and instead to be

> read in conjunction of other provisions of Article 11. In other words, to

> ensure that Article 11 is read and construed in its entirety, i.e. as a

> whole.

> > Existing Provisions

> > Proposed Amendments

> > Rationale for Amendments

> >

> > 11.5(ii)

> > Endorsement of policy adopted by the Board:

> >

> > (ii) In the event that such a policy submitted by the Board is not

> endorsed, the said policy shall not be enforced or implemented following

> its non-endorsement; however, any action taken in terms of the policy prior

> to such non-endorsement shall remain valid.

> >

> >

> >

> > To be amended so as to read as follows:

> >

> > (ii) In the event that such a policy submitted by the Board is not

> endorsed or there is lack of response from the community, the said policy

> shall not be enforced or implemented following its non-endorsement;

> however, any action taken in terms of the policy prior to such

> non-endorsement shall remain valid.

> >

> > **bold stroked words = to be deleted

> >

> >

> > If the community does not endorse such policies made under Article 11.4

> then it shall not be further implemented even in the absence of any

> response from the community.

> >

> > For the Board to proceed endorsing policies before obtaining the

> community?s endorsement for the time being would be equivalent to the Board

> implementing policies arbitrarily until it is rejected otherwise by the

> community. This may potentially also lead to an abuse of power from the

> Board.

> >

> >

> > 12.4

> > Any accidental omission to give notice of an Annual General Members?

> Meeting called under Article 11.1 to, or the failure to receive notice of

> an Annual General Members? Meeting called under Article 11.1 by a Member or

> any other Person entitled to receive notice shall not invalidate the

> proceedings at that Meeting.

> >

> >

> >

> > To be amended so as to read as follows:

> >

> > Any accidental omission to give notice of an Annual General Members?

> Meeting called under Article 11.1 to, or the failure to receive notice of

> an Annual General Members? Meeting called under Article 11.1 by a Member or

> any other Person entitled to receive notice shall not invalidate the

> proceedings at that Meeting, provided that such accidental omission to give

> notice or the failure to receive the notice shall not be due to the fault

> of the Board.

> >

> > This is a very one-sided disclaimer from the Company.

> >

> > If the Board?s accidental omission to give notice or a Member?s failure

> to receive notice is due to the fault caused by the Board then the Board

> shall take responsibility for its own mistake by invalidating the Meeting.

> >

> > Moreover, such an accidental omission to give notice to the relevant

> Members can also be used as an excuse for the Board?s personal agenda

> whereby the Board may pick and choose which Members are to be notified with

> the Board not subjected to any consequences. This could potentially lead to

> abuse of power exercised in a subtle manner from the Board.

> > Existing Provisions

> > Proposed Amendments

> > Rationale for Amendments

> >

> > 15.3

> > Without prejudice to the generality of Articles 15.1 and 15.2 above, the

> Directors shall be entitled to:

> > (i) determine the guidelines for the allocation of address space to

> members in line with the member driven Policy Development Process;

> >

> >

> >

> > To be deleted.

> >

> >

> > The guidelines for allocation of address space shall only be determined

> through the consensus of the Members.

> >

> > The Directors should only assume the role of facilitating relevant

> meetings and shall not have any say in matters relating to the

> determination of the allocation guidelines.

> >

> >

> >

> > 22.2

> > If on the winding up or dissolution of the Company, there remain any

> surplus assets after satisfaction of the Company's debts and liabilities,

> the surplus shall not be paid to the members but shall instead be given or

> transferred to some other institution or institutions having objects

> similar to the objects of the Company. The institution to which the surplus

> shall be transferred shall be determined by the members or, in default of

> such determination, by the liquidator after considering the advice of the

> Board.

> >

> >

> >

> > To be amended as follows:

> >

> > If on the winding up or dissolution of the Company, there remain any

> surplus assets after satisfaction of the Company's debts and liabilities,

> the surplus shall be given or transferred in accordance to the mutual

> decision of the members. The institution to which the surplus shall be

> transferred shall be determined by the members or, in default of such

> determination, by the liquidator after considering the advice of the

> members.

> >

> >

> >

> >

> >

> > The members are the ones that should have a say in deciding where the

> surplus of assets goes to, since it contains their fees money.

> > The board should not be the one deciding.

> >

> >

> > I know this is quite long, so I am really grateful for those who took

> their time to read it.

> > Find attached.

> > Best Regards,

> >

> > ANTHONY

> >

> > anthony.ubah at goldspine.com <mailto:anthony.ubah at gloworld.com>.ng

> >

> >

> >

> > On Wed, Aug 12, 2020 at 3:04 PM AFRINIC Communication <comms at afrinic.net

> <mailto:comms at afrinic.net>> wrote:

> > [French, Arabic and Portuguese versions below]

> >

> > Dear Members and Community,

> >

> > The GovCom was mandated to, inter alia, review the existing provisions

> of the AFRINIC Bylaws and to propose such amendments, where necessary.

> >

> > In this context, the GovCom had previously called for comments as well

> as proposals for amendments from various stakeholders, including the

> Community.

> >

> > Consequently, after analysing all input received from its stakeholders,

> the GovCom hereby presents to the Community a draft table (

> https://afrinic.net/ast/afrinic-bylaw-table-changes-20200812-en1.pdf <

> https://afrinic.net/ast/afrinic-bylaw-table-changes-20200812-en1.pdf>)

> containing its proposed amendments to the existing Bylaws with the

> rationale added thereto.

> >

> > The GovCom therefore invites the Community to take cognisance of the

> aforesaid proposed amendments as well as to submit to the Secretariat (

> govcom at afrinic.net <mailto:govcom at afrinic.net>) any further comment(s)

> before the final document is produced. However, please note that the

> present publication is not an invitation for new proposed amendments. This

> is an opportunity for the Community to comment on the amendments being

> proposed.

> >

> > The GovCom wishes to thank the Community once again for its valuable

> contribution in its review of the Bylaws and looks forward to continuous

> beneficial engagement.

> >

> > Regards,

> > Abdalla Omari

> > Chair, Governance Committee

> >

> > ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,

> >

> > Chers membres et communaut?,

> >

> > Le GovCom a ?t? charg?, entre autres, de revoir les dispositions

> existantes des statuts de l'AFRINIC et de proposer des modifications, le

> cas ?ch?ant.

> >

> > Dans ce contexte, le comit? avait pr?c?demment demand? ? diverses

> parties prenantes, dont la Communaut?, de formuler des commentaires et des

> propositions de modification.

> >

> > En cons?quence, apr?s avoir analys? toutes les contributions re?ues de

> ses parties prenantes, le comit? pr?sente ? la Communaut? un tableau (

> https://afrinic.net/ast/afrinic-bylaw-table-changes-20200812-en1.pdf <

> https://afrinic.net/ast/afrinic-bylaw-table-changes-20200812-en1.pdf>)

> contenant ses propositions de modifications des r?glements existants,

> accompagn?es de leurs justifications.

> >

> > Le Comit? invite donc la Communaut? ? prendre connaissance des

> propositions de modification susmentionn?es et ? soumettre au Secr?tariat (

> govcom at afrinic.net <mailto:govcom at afrinic.net>) tout commentaire

> suppl?mentaire avant la production du document final. Toutefois, veuillez

> noter que la pr?sente publication ne constitue pas une invitation ?

> pr?senter de nouvelles propositions de modifications. Il s'agit d'une

> occasion pour la Communaut? de formuler des commentaires sur les

> amendements propos?s.

> >

> > Le Comit? souhaite remercier une fois de plus la Communaut? pour sa

> pr?cieuse contribution ? la r?vision des statuts et se r?jouit de

> b?n?ficier de son engagement continu.

> >

> > Tr?s cordialement,

> > Abdalla Omari

> > Pr?sident, Comit? de gouvernance

> >

> > ?????????..

> >

> > ??????? ??????? ???????? ?

> >

> > ?? ????? GovCom ? ?? ??? ???? ???? ? ??????? ??????? ??????? ??????

> AFRINIC ??????? ??? ??? ????????? ? ??? ???????.

> >

> > ?? ??? ?????? ? ??? GovCom ?????? ??? ????? ??????? ???????? ??????

> ??????? ?? ????? ????? ??????? ? ??? ?? ??? ???????.

> >

> > ???????? ? ??? ????? ???? ???????? ??????? ?? ????? ??????? ? ????

> GovCom ????? ??? ??? ??????? ????? ???? (

> https://afrinic.net/ast/afrinic-bylaw-table-changes-20200812-en1.pdf <

> https://afrinic.net/ast/afrinic-bylaw-table-changes-20200812-en1.pdf>)

> ????? ??? ????????? ???????? ??? ??????? ??????? ?? ???????? ??????? ?????.

> >

> > ???? ? ???? GovCom ??????? ??? ??? ????? ?????????? ???????? ????????

> ????? ????? ????? ?? ????? (???????) ???? ??? ??????? (govcom at afrinic.net

> <mailto:govcom at afrinic.net>) ??? ????? ??????? ????????. ??? ??? ? ????

> ?????? ?? ??????? ?????? ??? ???? ?????? ??????? ?????? ?????. ??? ????

> ??????? ??????? ??? ????????? ????????.

> >

> > ??? GovCom ?? ???? ??????? ??? ???? ??? ???????? ?????? ?? ????????

> ?????? ???????? ?????? ??? ???????? ??????? ????????.

> >

> > ?? ???????

> > ??????? ??????

> > ???? ???? ???????

> >

> > ???????????????????.

> >

> >

> > Caros Membros e Comunidade,

> >

> > O GovCom foi mandatado para, inter alia, rever as disposi??es existentes

> dos Estatutos da AFRINIC e propor tais altera??es, quando necess?rio.

> >

> > Neste contexto, o GovCom tinha anteriormente solicitado coment?rios, bem

> como propostas de emendas de v?rias partes interessadas, incluindo a

> Comunidade.

> >

> > Consequentemente, ap?s an?lise de todas as contribui??es recebidas das

> suas partes interessadas, o GovCom apresenta ? Comunidade um projecto de

> quadro (dispon?vel aqui) contendo as suas propostas de emendas aos

> Estatutos existentes, com a respectiva fundamenta??o.

> >

> > O GovCom convida, por conseguinte, a Comunidade a tomar conhecimento das

> referidas propostas de altera??o, bem como a apresentar ao Secretariado

> quaisquer outros coment?rios antes da elabora??o do documento final. No

> entanto, ? de notar que a presente publica??o n?o ? um convite para novas

> propostas de emenda. Esta ? uma oportunidade para a Comunidade comentar as

> emendas que est?o a ser propostas.

> >

> > O GovCom deseja agradecer mais uma vez ? Comunidade a sua valiosa

> contribui??o na revis?o dos Estatutos e aguarda com expectativa um

> compromisso ben?fico cont?nuo.

> >

> > Cumprimentos,

> > Abdalla Omari

> > Presidente, Comiss?o de Governa??o

> >

> > ????????.

> > _______________________________________________

> > Community-Discuss mailing list

> > Community-Discuss at afrinic.net <mailto:Community-Discuss at afrinic.net>

> > https://lists.afrinic.net/mailman/listinfo/community-discuss <

> https://lists.afrinic.net/mailman/listinfo/community-discuss>

> > <bylaw REVIEW.docx>_______________________________________________

> > Community-Discuss mailing list

> > Community-Discuss at afrinic.net

> > https://lists.afrinic.net/mailman/listinfo/community-discuss

>

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>

> ------------------------------

>

> Message: 3

> Date: Thu, 20 Aug 2020 00:53:04 +0300

> From: Noah <noah at neo.co.tz>

> To: Anthony Ubah <ubah.tonyiyke at gmail.com>

> Cc: General Discussions of AFRINIC <community-discuss at afrinic.net>,

>         govcom at afrinic.net

> Subject: Re: [Community-Discuss] Table of changes: AFRINIC Bylaw

>         review

> Message-ID:

>         <CAEqgTWYnyCQ6CjovSmitQp4rJOngd3i+N+Y=

> Hg_q0Z2+wGF_-g at mail.gmail.com>

> Content-Type: text/plain; charset="utf-8"

>

> Hi Ubah

>

> Before I could read further, I ran into the below statement in quotes.

>

> "AFRINIC is just a book-keeper and shall not be involved in policy-related

> matters by requiring Resource Members to justify their needs to AFRINIC.

> Also, this shall not appear in Bylaws - how resources are distributed shall

> be decided by Policy approved by community discussion.".

>

> I disagree categorically with the above rationale and it's not new because

> we as a community have in the past had similar arguments of how AfriNIC is

> somehow a book keeper from a certain member of the community which goes to

> undermine AfriNICs role in the Internet ecosystem.

>

> Noah

>

> On Wed, 19 Aug 2020, 23:06 Anthony Ubah, <ubah.tonyiyke at gmail.com> wrote:

>

> > Hi all,

> >

> > These few days I have discussed with some of my professors and

> colleagues,

> > who are also members of this community regarding the Bylaw review. I

> > pondered how the ByLaw could be edited in a manner that  allows community

> > opinion to be presented in an even better way.

> >

> > Thus, I have a few inputs;

> >

> >

> >

> >

> >

> > *Existing Provisions*

> >

> >

> >

> >

> >

> > *Proposed Amendments*

> >

> >

> >

> > *Rationale for Amendments*

> >

> >

> >

> > *6.1*

> >

> > Membership shall be open to:

> >

> >

> >

> > (i) any Person who is geographically based within, and providing services

> > in the African region, and who is engaged in the use of, or business of

> > providing, open system protocol network services; or

> >

> >

> >

> > (ii) any other Person who is approved by the Board or the members.

> >

> >

> >

> >

> >

> > To amend *Article 6.1*

> >

> > *(i)* so that it may be read as follows:

> >

> >

> >

> > Membership shall be open to *any corporate which complies with Internet

> > Resources Policy approved by AFRINIC community*

> >

> >

> >

> >

> >

> >

> >

> > The term ?person? shall be amended into ?corporate? because most of the

> > current membership holders are corporate instead of ?persons?.

> >

> >

> >

> > Membership shall be open to any corporate which comply with Internet

> > Resources Policy approved by AFRINIC community instead of setting

> > geographical criteria as community discussion is what matters the most

> here.

> >

> > *6.4*

> >

> > Resource Member - A legal entity (local Internet registry or end-site)

> > shall be deemed to be a Resource Member of AFRINIC after it has completed

> > the following formalities cumulatively:

> >

> > (i) justified its need for the right to use Internet Number Resources to

> > AFRINIC

> >

> > (ii) signed AFRINIC?s Registration Service Agreement; and

> >

> > (iii) paid the relevant setup membership fees related to Internet Number

> > Resources allocated/assigned to it by AFRINIC Registration Service.

> >

> >

> >

> >

> > To amend *Article 6.4 *by deleting the provisions under (i), so that

> > Article 6.4 reads as follows:

> >

> >

> >

> > *Resource Member ? A legal entity (local internet registry or end-site)

> > shall be deemed to be a Resource Member of AFRINIC after it has completed

> > the following formalities cumulatively:*

> >

> > *(i) signed AFRINIC?s Registration Service Agreement*

> >

> > *(ii) paid the relevant setup and membership fees related to Internet

> > Number Resources allocated/assigned to it by AFRINIC Registration

> Service.*

> >

> >

> >

> >

> >

> > AFRINIC is just a book-keeper and shall not be involved in policy-related

> > matters by requiring Resource Members to justify their needs to AFRINIC.

> > Also, this shall not appear in Bylaws - how resources are distributed

> shall

> > be decided by Policy approved by community discussion.

> >

> > *Existing Provisions*

> >

> > *Proposed Amendments*

> >

> > *Rationale for Amendments*

> >

> >

> >

> > *8.2** (ii)*

> >

> > The membership of a Resource Member shall terminate upon:

> >

> >

> >

> > (ii) the Board, acting reasonably and in good faith, determining that the

> > Resource Member has ceased to satisfy criteria for admission to

> membership

> > of the Company or ceased to comply with Number Resources Management

> > Policies;

> >

> >

> >

> >

> >

> >

> >

> > To be amended to read as follows:

> >

> >

> >

> > (ii) *the Internet Resources Policy as approved by the AFRINIC

> community*,

> > determining that the Resource Members has ceased to satisfy criteria for

> > admission to membership of the Company or ceased to comply with Number

> > Resources Management Policies;

> >

> >

> >

> >

> >

> >

> >

> > This shall be decided by Internet Resources Policy approved by AFRINIC

> > community instead of the Board. The Board shall not be involved in

> Internet

> > Resources Policy-related matters.

> >

> >

> >

> > *8.2**(iii)*

> >

> > (iii) the Board, acting reasonably and in good faith, determining that

> the

> > Resource Member has refused or failed to comply with the provisions of

> this

> > Constitution or any applicable rule made by the Board;

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> > Propose to be deleted.

> >

> >

> >

> >

> >

> > This is against the spirit of the community because it leaves a

> > possibility of the Board abusing its power. There is no general test or

> > safeguard to determine whether the Board is ?acting reasonably and in

> good

> > faith? and it allows the Board to make such determination on an arbitrary

> > basis.

> >

> >

> >

> > *Existing Provisions*

> >

> > *Proposed Amendments*

> >

> > *Rationale for Amendments*

> >

> >

> >

> > *8.2**(v)*

> >

> > such other event or such other grounds as the Board, acting reasonably

> and

> > in good faith, shall determine from time to time.

> >

> >

> >

> >

> >

> >

> >

> > To be deleted.

> >

> >

> >

> >

> >

> >

> >

> > The original wordings of ?such other event or such other grounds? is too

> > vague and can technically be exercised on an arbitrary basis by the Board

> > and may thus lead to the Board abusing its power.

> >

> >

> >

> > Moreover, There is no general test or safeguard to determine whether the

> > Board is ?acting reasonably and in good faith?.

> >

> >

> >

> > Worst of all, the Board is allowed to make such determination at any time

> > it desires.

> >

> >

> >

> >

> >

> > *8.3**(iii)*

> >

> > the Board, acting reasonably and in good faith, determining that the

> > Associate Member has ceased to satisfy criteria for admission to

> Associate

> > membership of the Company;

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> > To amend Article 8.3(iii) so that it may be read as follows:

> >

> >

> >

> > *the Internet Resources Policy as approved by the AFRINIC community*,

> > determining that the Associate Member has ceased to satisfy criteria for

> > admission to Associate membership of the Company;

> >

> >

> >

> >

> >

> >

> >

> >

> >

> > This is against the spirit of the community because it leaves a

> > possibility of the Board abusing its power. There is no general test or

> > safeguard to determine whether the Board is ?acting reasonably and in

> good

> > faith? and it allows the Board to make such determination on an arbitrary

> > basis.

> >

> >

> >

> > *Existing Provisions*

> >

> > *Proposed Amendments*

> >

> > *Rationale for Amendments*

> >

> >

> >

> > *8.3**(iv)*

> >

> > the Board, acting reasonably and in good faith, determining that the

> > Associate Member has refused or failed to comply with the provisions of

> > this Constitution or any applicable rule made by the Board;

> >

> >

> >

> >

> >

> >

> >

> > To be deleted.

> >

> >

> >

> >

> >

> >

> >

> > This is against the spirit of the community because it leaves a

> > possibility of the Board abusing its power. There is no general test or

> > safeguard to determine whether the Board is ?acting reasonably and in

> good

> > faith? and it allows the Board to make such determination on an arbitrary

> > basis.

> >

> >

> >

> > *8.3**(vi)*

> >

> > such other event or such other grounds as the Board, acting reasonably

> and

> > in good faith, shall determine from time to time

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> > To be deleted.

> >

> >

> >

> >

> >

> >

> >

> > The original wordings of ?such other event or such other grounds? is too

> > vague and can technically be exercised on an arbitrary basis by the Board

> > and may thus lead to the Board abusing its power.

> >

> >

> >

> > Moreover, There is no general test or safeguard to determine whether the

> > Board is ?acting reasonably and in good faith?.

> >

> >

> >

> > Worst of all, the Board is allowed to make such determination at any time

> > it desires.

> >

> >

> >

> >

> >

> > *Existing Provisions*

> >

> > *Proposed Amendments*

> >

> > *Rationale for Amendments*

> >

> >

> >

> > *8.4*

> >

> > Termination shall not relieve a member from any obligation to pay any

> fees

> > payable to the Company on or before the date of termination and shall not

> > entitle the Resource and Associate Member to any refund of any fees,

> > whether in whole or in part.

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> > To be amended so that it reads as follows:

> >

> >

> >

> > Termination shall not relieve a member from any obligation to pay any

> fees

> > payable to the Company on or before the date of termination and shall not

> > entitle the Resource and Associate Member to any refund of any fees,

> > whether in whole or in part, *whilst subjected to the condition that

> > unless the termination of membership is due to circumstances not caused

> by

> > the Resource or Associate Member then the Resource or Associate Member

> > shall be entitled to, without further challenge from the Company, refund,

> > whether in whole or in part, in accordance to the circumstances of each

> > case.*

> >

> >

> >

> >

> >

> >

> >

> > The circumstances for the termination of membership are very vague and

> > unclear.

> >

> >

> >

> > It assumes that even if the incident which leads to the termination is

> not

> > caused by the fault/role of the Resource/Associate Member, the innocent

> > Resource/Associate Member will still not be entitled to any refunds. This

> > is not addressed in the original wordings of the provision and is

> > one-sidedly in favor of the Company only.

> >

> > *Existing Provisions*

> >

> > *Proposed Amendments*

> >

> > *Rationale for Amendments*

> >

> >

> >

> > *8.5*

> >

> > The Resource Member shall, on termination of its membership, return the

> > resources allocated to it by the Company.

> >

> >

> >

> >

> >

> >

> >

> > To be amended as follows:

> >

> >

> >

> > The Resource Member shall, on termination of its membership, return the

> > resources allocated to it by the Company, *unless such resources is

> > already allocated or in usage then such resources need not be returned to

> > the Company despite the termination of the Resource Member?s membership.*

> >

> >

> >

> >

> >

> >

> >

> > To avoid disruption to end-user.

> >

> >

> >

> > *11.4*

> >

> > Notwithstanding, the provisions of Article 11.3 the Board may adopt such

> > policies regarding the management of internet number resources where it

> > considers that the same is necessary and urgent, having regard to the

> > proper and responsible usage of these resources.

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> >

> > To be amended to read as follows:

> >

> >

> >

> > Notwithstanding, the provisions of Article 11.3* but subject to Article

> > 11.5,* the Board may adopt such policies regarding the management of

> > internet number resources where it considers that the same is necessary

> and

> > urgent, having regard to the proper and responsible usage of these

> > resources.

> >

> >

> >

> >

> >

> > To ensure that Article 11.4 is not read in isolation and instead to be

> > read in conjunction of other provisions of Article 11. In other words, to

> > ensure that Article 11 is read and construed in its entirety, i.e. as a

> > whole.

> >

> > *Existing Provisions*

> >

> > *Proposed Amendments*

> >

> > *Rationale for Amendments*

> >

> >

> >

> > *11.5(ii)*

> >

> > Endorsement of policy adopted by the Board:

> >

> >

> >

> > (ii) In the event that such a policy submitted by the Board is not

> > endorsed, the said policy shall not be enforced or implemented following

> > its non-endorsement; however, any action taken in terms of the policy

> prior

> > to such non-endorsement shall remain valid.

> >

> >

> >

> >

> >

> >

> >

> > To be amended so as to read as follows:

> >

> >

> >

> > (ii) In the event that such a policy submitted by the Board is not

> > endorsed *or there is lack of response from the community*, the said

> > policy shall not be enforced or implemented following its

> non-endorsement; *however,

> > any action taken in terms of the policy prior to such non-endorsement

> shall

> > remain valid.*

> >

> >

> >

> > **bold stroked words = to be deleted

> >

> >

> >

> >

> >

> > If the community does not endorse such policies made under Article 11.4

> > then it shall not be further implemented even in the absence of any

> > response from the community.

> >

> >

> >

> > For the Board to proceed endorsing policies before obtaining the

> > community?s endorsement for the time being would be equivalent to the

> Board

> > implementing policies arbitrarily until it is rejected otherwise by the

> > community. This may potentially also lead to an abuse of power from the

> > Board.

> >

> >

> >

> >

> >

> > *12.4*

> >

> > Any accidental omission to give notice of an Annual General Members?

> > Meeting called under Article 11.1 to, or the failure to receive notice of

> > an Annual General Members? Meeting called under Article 11.1 by a Member

> or

> > any other Person entitled to receive notice shall not invalidate the

> > proceedings at that Meeting.

> >

> >

> >

> >

> >

> >

> >

> > To be amended so as to read as follows:

> >

> >

> >

> > Any accidental omission to give notice of an Annual General Members?

> > Meeting called under Article 11.1 to, or the failure to receive notice of

> > an Annual General Members? Meeting called under Article 11.1 by a Member

> or

> > any other Person entitled to receive notice shall not invalidate the

> > proceedings at that Meeting, *provided that such accidental omission to

> > give notice or the failure to receive the notice shall not be due to the

> > fault of the Board.*

> >

> >

> >

> > This is a very one-sided disclaimer from the Company.

> >

> >

> >

> > If the Board?s accidental omission to give notice or a Member?s failure

> to

> > receive notice is due to the fault caused by the Board then the Board

> shall

> > take responsibility for its own mistake by invalidating the Meeting.

> >

> >

> >

> > Moreover, such an accidental omission to give notice to the relevant

> > Members can also be used as an excuse for the Board?s personal agenda

> > whereby the Board may pick and choose which Members are to be notified

> with

> > the Board not subjected to any consequences. This could potentially lead

> to

> > abuse of power exercised in a subtle manner from the Board.

> > <td width="1

> >

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>

> Subject: Digest Footer

>

> _______________________________________________

> Community-Discuss mailing list

> Community-Discuss at afrinic.net

> https://lists.afrinic.net/mailman/listinfo/community-discuss

>

>

> ------------------------------

>

> End of Community-Discuss Digest, Vol 645, Issue 3

> *************************************************

>

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