<html><body style="word-wrap: break-word; -webkit-nbsp-mode: space; -webkit-line-break: after-white-space;" class=""><div class="">Hello,</div><br class=""><div class=""><div class=""><blockquote type="cite" class=""><div class="">On Jul 8, 2016, at 4:10 PM, Sunday Folayan <<a href="mailto:sfolayan@gmail.com" class="">sfolayan@gmail.com</a>> wrote:</div><br class="Apple-interchange-newline"><div class="">Dear Members and the Community at large,<br class=""><br class="">Further to my email of 30th June 2016, I will like to share some thoughts:<br class=""></div></blockquote><div class=""><br class=""></div><div class="">Thanks for sharing these thoughts, comments inline...</div><br class=""><blockquote type="cite" class=""><br class="">There seem to be differing interpretations of the way AFRINIC is organised, the powers of the Board, the powers of the Members, the powers of the Community, the bottom-up philosophy, and other related matters.<br class=""><br class="">Some definitions and clarifications are appropriate, to explain the Board’s understanding of the status quo.<br class=""><br class="">It is necessary to distinguish between the AFRINIC community, AFRINIC membership, and AFRINIC Ltd as a company. The community includes all stakeholders and beneficiaries of AFRINIC’s efforts, including resources and other benefits. The membership is a subset of the community. AFRINIC Ltd is a membership-driven organisation, with a company registration, bylaws, directors, and all the other things that companies have.<br class=""><br class="">The phrase “Bottom-Up” refers to a philosophy and not a specific process. The bottom-up philosophy is used in the processes that we use to develop policies, elect the Board, change the Bylaws, and also allows members or the community at large to make suggestions or participate in discussions on any relevant matter.<br class=""></blockquote><div class=""><br class=""></div> AFRNIC is committed to the Bottom-up Self-gorvenance model as per ICP-2 and the IANA report on AFRINIC accreditation. So it is a principle and well beyond philosophy. <br class=""><blockquote type="cite" class=""><br class="">AFRINIC Ltd. is registered in Mauritius as a company limited by guarantee. In terms of the Companies Act of Mauritius (Act no 15 of 2001), such a company may not have more than 25 (twenty-five) members. </blockquote><div class=""><br class=""></div><div class="">The correct phrasing in the company act is "<span class="" style="font-size: 11.5px;">shall not have more than 25 members"</span></div><div class=""><br class=""></div><div class="">How do you interpret this as we are in definition and clarification section ?</div><div class=""><br class=""></div><div class="">Why don’t we fill the members up to 25 to improve accountability ?</div><div class=""><br class=""></div><blockquote type="cite" class=""> Because of this, the Bylaws state that only the nine Directors (the Board) are Registered Members in terms of the Companies Act. </blockquote><div class=""><br class=""></div><div class="">Which makes the Board of Directors accountable to themselves according to the company act. So question is : what is the contract between these 9 and the others ?</div><div class=""><br class=""></div><div class=""> This original arrangement comes with unwritten rules for the 9 to follow the community driven approach, bottom-up self-governance and consensus based decision making and act in the public trust. </div><br class=""><blockquote type="cite" class="">However, the Bylaws give the broader membership (specifically Resource Members) almost all of the rights shareholders would enjoy in a normal company.<br class=""></blockquote><div class=""><br class=""></div><div class="">Nope. According to the company act, these members have no rights, except those granted to them by the 9. This works only if the unwritten rules are followed.</div><div class="">This was the case until things changed recently and Company act and AFRINIC Ltd is put in front of other members and the community to justify BoD actions.</div><div class=""><br class=""></div><div class="">A simple example is point 11 of the AFRINIC accountability assessment document provided to community for discussions on bylways changes:</div><div class=""><br class=""></div><div class="">It states</div><div class=""><br class=""></div><div class="">======</div><div class=""><div class="">Modification to the Bylaws or Constitution: The Bylaws say how the AFRINIC Members may change the Bylaws, but the Companies Act say that the Registered Members can change it. Consider requiring that the Bylaws/Constitution may be changed only after a Special Resolution by all AFRINIC Members in terms of Bylaws 7.6(vi) , so that the Registered Members (the same nine people as the Directors) cannot act without broader approval</div><div class="">==========</div><div class=""><br class=""></div><div class="">interpretation of “member” gives right to the 9 to change the bylaws. So option is to limit that power, but to which extent?</div><div class=""><br class=""></div><div class="">This justify the numerous proposals of amendment to the bylaws which have been submitted and a good summary of them can be seen through the two links below:</div><div class=""><br class=""></div><div class=""><a href="https://lists.afrinic.net/pipermail/community-discuss/2016-June/000343.html" class="">https://lists.afrinic.net/pipermail/community-discuss/2016-June/000343.html</a></div><div class=""><a href="https://lists.afrinic.net/pipermail/community-discuss/2016-June/000350.html" class="">https://lists.afrinic.net/pipermail/community-discuss/2016-June/000350.html</a></div><div class=""><br class=""></div><div class="">Concerns are that some of the changes required to change the accountability model of AFRINIC may not be applicable in the current context of Private company limited by guarantee in the Mauritius company act 2001.</div></div><div class=""><br class=""></div><blockquote type="cite" class=""><br class="">AFRINIC Ltd. is run by an executive that reports to the Board, and the Board exercises their fiduciary responsibilities to guide the Company. These responsibilities include the areas of sustainability and operational efficiency which also includes the setting of fees. The powers utilised are granted by the bylaws and the companies act.<br class=""></blockquote><div class=""><br class=""></div>You mentioned company act here as well ?<br class=""><blockquote type="cite" class=""><br class="">The Board or the executive may ask for comments from the membership or from the community before making decisions, but there is no general requirement that they do so. </blockquote><div class=""><br class=""></div><div class="">Being accountable to the community, means taking the decisions which match community desires, reporting and taking into considerations community views post decisions.</div><div class=""><br class=""></div><br class=""><blockquote type="cite" class="">Even in cases where the Board or the executive do not explicitly invite comments, the members or the community are free to make suggestions. If the members or the community would like more consultation, they are also free to ask for that.<br class=""><br class="">The Board of Directors is accountable to the Members in that the Members elect the Board.</blockquote><div class=""><blockquote type="cite" class=""> The Board is also accountable to the community via the subset that is the membership base.</blockquote><br class=""></div><div class="">Once elected, they became members and accountable to themselves. It is true as currently only board members can recall and vote out a board member. Other members can’t.</div><br class=""><blockquote type="cite" class=""> Neither the Members nor the community have power over the day to day operations of the company, and the Board exercises an oversight function rather than day to day operational handling.<br class=""></blockquote><div class=""><br class=""></div>Agree</div><div class=""><br class=""><blockquote type="cite" class=""><br class="">The Board and the executive note all comments submitted, and may respond only after they have received due consideration.<br class=""></blockquote><div class=""><br class=""></div>Good and hope together we build a better future for AFRINIC. </div><div class=""><br class=""></div><div class="">It is worth mentioning that the current bylaws is the results of reviews done in 2012 and 2013 which tried to improve some aspects from previous one. </div><div class=""><br class=""></div><div class=""><a href="http://afrinic.net/images/stories/Library/news-pub/by_com.pdf" class="">http://afrinic.net/images/stories/Library/news-pub/by_com.pdf</a></div></div><div class=""><br class=""></div><div class="">Hope this helps</div><div class=""><br class=""></div><div class="">—Alain</div><div class=""><br class=""></div></body></html>