[Community-Discuss] Binding Arbitration

Andrew Alston Andrew.Alston at liquidtelecom.com
Thu Jun 2 21:19:25 UTC 2022

Let me be very clear,

The only objective I have is to see the board following the law - and being held accountable when they are not.   The consequences of what happens when the board is allowed to make their own rules outside of the companies act and the bylaws are pretty apparent, and they aren't pretty.

I do not believe that asking them to issue a proper notice of meeting is unreasonable.  I do not believe that asking them to put resolutions on the notice of meeting as is required by the bylaws and the companies act is unreasonable.

To be clear - the companies act - Section 115, clause 1.b states that the agmm must be held not later than 6 months after the balance sheet date of the company.  This was temporarily extended due to covid, but that was retracted.  However, that being said, the company has until the end of June to hold the meeting - ample time to issue a new notice of meeting.

Considering that members can only realistically act at an annual general member meeting, again, I cannot in my mind see a way postponing the meeting will hurt anything, and will still meet the confines of the law.

I question however any argument that says that it is ok to step outside of the companies act and the bylaws when there are clear options to stay within these things is ok.  If we cannot hold ourselves to the rules that bind business in the country of domicile - we have bigger problems than the postponement of the annual general members meeting.



From: Ronald F. Guilmette <rfg at tristatelogic.com>
Sent: Thursday, June 2, 2022 10:46 PM
Cc: community-discuss at afrinic.net
Subject: Re: [Community-Discuss] Binding Arbitration

In message <AM7PR03MB64518AA49EF7DC537B929D9CEEDE9 at AM7PR03MB6451.eurprd03.prod.
outlook.com<mailto:AM7PR03MB64518AA49EF7DC537B929D9CEEDE9 at AM7PR03MB6451.eurprd03.prod.%0boutlook.com>>, Andrew Alston <Andrew.Alston at liquidtelecom.com<mailto:Andrew.Alston at liquidtelecom.com>> wrote:

>As for the question that was asked about if AfriNIC has ever initiated
>proceedings - no - not that I know of - but - what they have done is created
>the situations where members have felt no option but to take legal action.

Such as in the case of Netstyle.co.il, which elected to bring suit?

(It is my hope and belief that most folks on this list will already know my
personal opinions on THAT bit of litigation. Briiefly, it is my personal
opinion that that litigation had, and has, no sound basis in either fact or
law. Is is however, like the several other still pending legal actions,
creating costs for AFRINIC and its members... pointlessly in my opinion.)

>Members have a duty to protect themselves - and when AfriNIC's actions
>represent a threat to the interests of those members, and potentially in
>conflict with the law or the bylaws - and AfriNIC point blank refuses to budge
>- then they create an adversarial and litigious environment.

It is, I think, an arguable point as regards to which parties could be fairly
said to have "created an adversarial and litigious environment."

>A classic example of this is the AGMM tomorrow - There are formal objections to
>the AGMM - the companies act says one thing, the bylaws say something, and
>AfriNIC has a very simple option. Postpone the meeting, issue a rectified
>notice of meeting, and issue the resolutions in that notice of meeting that are
>required to be there. The meeting could then be held as an online only meeting
>in 4 to 6 weeks - and there would be no objections anymore - and all it would
>require is a slight delay that would not in reality hurt anything.

Let me confess a few things before making my last point in response.

First, for those not already aware, I am neither an African nor even an
AFRINIC member. Also, I confess that for quite some time now my attentions
have been elsewhere, and I have not followed in detail the often volumous
traffic on this or any other AFRINIC mailing list to which the public has
access. On the basis of these multiple facts, I should probably just shut up
and butt out entirely, since these are all matters for the membership to
resolve, but as I hope we all recognize, what goes on in Africa doesn't
stay in Africa. It affects the whole planet.

Now, that all having been said, and returning to the suggestion that the
upcoming meeting be delayed... well, I personally have no opinion on that
other than to offer the observation that maybe Andrew's assertion that a
delay "would not in reality hurt anything" may be wrong.

In my own country (USA) on the rather special date of January 6th, 2021,
some insurrectionist elements of my own government are now known to have
been scheming to delay the final phase of the selection of our new president,
and NOT for any noble, well-founded, or good reason. Their hope was to
delay the proceedings for a mere 10 days, during which, they believed, they
could further their sordid and nefarious scheme to effectively take over
the U.S. government by extra-legal means. Thankfully, that did not happen.
If it had, then there may well have been a second civil war my this country.
(And I can assure all here that I am NOT exaggerating on this point.)

Again, I personally have no opinion on the exact timing of your next AGMM.
I only offer the observation that it is not an unknown phenomenon that some
parties may seek to delay official proceedings as part of a larger plan to
throw a spanner into the works. I do not assert that this is Andrew's or
anyone else's motive, only that it is a point to be considered with respect
to the timing of the meeting.


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