<html><head><meta http-equiv="Content-Type" content="text/html; charset=UTF-8"></head><body><div><div>Dear All,<br><br>As candidates for the last BoD elections, i went to read the board meeting where the elections slate was approved.<br><br>From the may 2016 minutes, i noticed surprisingly that the board agreed at the beginning of the meeting that board members who were running for election can participe in the discussions on the slate, but not vote. see below<br><br><br>========<br>In agenda review<br><br><br>Christian Bope pointed out that Agenda Item No 6.3 (Approval of Candidates of Election) may be possible conflict of interest for the Chairman and the Vice-Chairman since they are both standing for election.<br>Sunday Folayan clarified that there is no conflict of interest in the discussion of the Agenda Item; but the conflict is in the vote. As such the Chairman and the Vice-Chairman will not vote on any decision.<br>===========<br><br>But i am surprised that when the chair lost connectivity, vice-chair did not take over as per 19.1 of the bylaws and Kris Seeburn has to chair the session to avoid any Conflict of interest.<br>This is a breach to the bylaws and bad governance. Why is Conflict of Interest invoked later on ? See below<br><br>============<br>6.3 Approval of candidates for election<br><br>The CEO presented the list of nominations that had been received for the Board election, in accordance with the terms of the Bylaws section 12.14(i).<br>The Chairman clarified that the Board cannot approve the slate of candidates, as it is the job of the NomCom. The Board is only approving that the process has been followed and approving the candidates that were nominated as input to NomCom, but not the slate of candidates as output from NomCom.<br>The Board reviewed the list of candidates and discussed them one by one.<br>The Chairman lost connectivity at 16:48 UTC, Kris Seeburn acted as Chairman to avoid any conflict of interest in the review of candidates.<br>The Chairman re-joined the meeting at 17:02 UTC. The review of the list of candidates was completed under the temporary chairmanship of Kris Seeburn.<br>Kris Seeburn proposed a vote to certify the decision of the Board.<br>==============<br><br>Also, I noticed that the vote on the resolution was unanimous excluding Sunday Folayan and Haitham El Nakhal but including Ms Aminata Garba who was running for the election too.<br><br>===========<br>Resolution 201605.279<br>All nominations for the 2016 Board election are approved in terms of the Bylaws section 12.14(i).<br>Proposed Kris Seeburn. Seconded Andrew Alston. Passed unanimously, with Sunday Folayan and Haitham El Nakhal abstaining.<br><br>This is an example showing that board governance need to be improved for a better future of our organization.<br><br>With Regards.</div></div><div><br></div><div><br></div><div id="composer_signature"><meta http-equiv="Content-Type" content="text/html; charset=UTF-8"><b><i>Serge Ilunga</i></b><div><b><i>Cell: +243814443160</i></b></div><div><b><i>Skype: sergekbk</i></b></div><div><b><i>R.D.Congo</i></b></div></div></body></html>