[Community-Discuss] Interim order of June 14th 2022

[Paul Hjul]

I am again at a loss as to whether you are being ignorant or disingenuous.
For present purposes though lets assume that what you are trying to say is
"but its an interim order"

The meaning of interim isn't really difficult. Of relevance is that an
interim order has effect. The website was updated since the order was
granted and is updated regularly. I can understand not changing letterheads
to indicate a change of something by virtue of an interim order but on the
language of the order given by the Company additional rather than less
caution is called for. Are you trying to say that because it is an interim
order that it will lapse and so the Company should just wait it out? That
sort of attitude is exactly what gets contempt proceedings happening and is
a prime example of why Afrinic needs to stop allowing itself to be
influenced by the brigade whose sentiment is to promote lawlessness. The
fact is that right now and until the court makes a further decosopm

Do you really want Afrinic to function without a board that can't muster
quorum for the next three months? Remember the second part of the order
precludes vacancies being filled. So unless the court appoints directors
you have a company of the nature of Afrinic with three directors. Most
immediately I am trying to figure out how the Company is able to take a
decision to defend the matter in a period of time during which no board
meeting could be held, postponed for a day and resolved to oppose. The fact
that the opposition is irrational and digs a deeper hole is a second
problem, and based on the fact that of the three people one voted against
the unlawful extension it will be impossible to argue that it is a
rationally made and considered decision. More likely than not no actual
thought, minuted and considered decision is made. But website conveys that
its been decided to "resist" an application that stops the board from
having somebody whose term ended from through coup keeping their spot
(again the term coup is from a member of the board at the time, its not my
characterization)

Even if - and there are for reasons already canvassed a lot of reasons why
the argument allowing for a reduced quorum to meet is a really weak
position to take - an ability under the Bylaws to convene a meeting, not
have quorum and work with the reduced quorum of 3 the exercise involves
postponements, minuting and all manner of opportunity to trip up. It is
most probable that the meeting held after the AGMM will be set aside if
anybody asks for it to be so set aside by a court - - unfortunately the
minutes are not yet posted if for no other reason than the board was
woefully malformed at the time of the meeting and somebody not properly on
the Board was appointed vice-chair. One simple question is why should a
person have to get the brazenly unlawful resolution set aside and why
should the Company end up liable for those costs. The directors of the
Company and its advising staff have a fiduciary duty not to waste the
Company's money by litigating in support of the indefensible.

Unless the three individuals who would make up the board are going to put
the interests of the Company and the interests of the members ahead of some
misguided rot that plagues the organization and actually sit down with
legal representatives with a view to getting the Company back on track
(rather than how to spend insane amounts of money on fruitless and wasteful
defending the indefensible) things aren't going to get better. The
membership rejected the financial statements and there are no appointed
auditors.The suggestion on this list has been to relocate the company to a
jurisdiction that would presumably turn a blind eye to the shanigans of the
Company. As has been pointed out repeatedly in order for Afrinic to take up
domicile elsewhere it would need to resolve the issues it has created for
itself and remain solvent  or it would have to wind up and be
re-established which would mean going through an ICP-2 like process.

On the other hand if the registered members step out and have their lawyers
say "it was wrong for the Company to act in bad faith, we have a
fiduciary responsibility to ensure that the Company not persist in courses
of action that is unlawful, we would like the courts and/or members to sort
out the mess" not only would many members provide the Company with
considerable assistance but within a matter of days a lawful and rational
path forward will be plotted together, rather than what is likely to be at
least two years of continued ugliness - the sort of ugliness that hinders
investment in infrastructure which is the main obstacle to
increasing connectivity in Africa. Even if they simply came out and said
"the unlawful purported extension was wrong and we need the consequences of
that to be sorted out" (and remember of the 4 directors . The problem quite
simply is that because they know that people like you will viciously attack
them if they were to do the right thing and this is the heart of the
problem at Afrinic.

On Thu, 16 Jun 2022 at 21:16, Noah <noah at neo.co.tz> wrote:

>
> On Thu, 16 Jun 2022, 17:42 Paul Hjul, <hjul.paul at gmail.com> wrote:
>
>> Considering that its been a day since the order
>>
>
> https://dictionary.cambridge.org/dictionary/english/interim
>
> Noah
>
-------------- next part --------------
An HTML attachment was scrubbed...
URL: <https://lists.afrinic.net/pipermail/community-discuss/attachments/20220617/186efb3a/attachment.html>