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<p>Good point Mark,</p>
<p>The Board should remain Strategic at all times. Management should
be tactical, which staff should maintain operational excellence.
While tactical and operational advise can be freely given by the
Board, the temptation must be resisted, in crossing the lines. <br>
</p>
<p>It is not appropriate for a Board member to ask for trouble
ticket number(s) on a members list. It is not an act of doing
good. An operationally inclined Board will eventually hurt the
organization.</p>
<p>Thank you for highlighting this.<br>
</p>
<p>Sunday.<br>
</p>
<div class="moz-cite-prefix">On 24/07/2019 7:13 AM, Mark Tinka
wrote:<br>
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<font face="Tahoma">Personally, what stands out for me - and
something I expressed to a few Board members during Kampala - is
that the AFRINIC Board are awfully visible, both in public and
non-public circumstances.<br>
<br>
I sometimes can't quite figure out whether AFRINIC is being run
by its staff or the Board.<br>
<br>
I would like to limit the operational visibility of the Board,
and expose more airtime with the AFRINIC staff on a number of
matters, both strategic and operational.<br>
<br>
I do not discount the value and requirement of the Board, but I
think it is overshadowing those charged with running the
organization on a day-to-day.<br>
<br>
Mark.<br>
</font><br>
<div class="moz-cite-prefix">On 24/Jul/19 06:11, Owen DeLong
wrote:<br>
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<pre class="moz-quote-pre" wrap=""> Michuki and Dawit,
Thank you for doing this.
I admit that I was pulled into other things and was unable to attend the open mic, so I will take this opportunity to comment on the summary.
Organizational Transparency
This has been one of the greatest failings of the AfriNIC board to date. While I agree that there are some things the board should not disclose (mostly matters that must remain confidential due to legal strategy, attorney work product, the privacy of staff members undergoing some form of disciplinary review or action, salary data, etc., I do think that the general rule for the board should be “if in doubt, make it available to the community” rather than “hide everything unless forced to disclose” (which seems to be closer to the current operating model).
I do not believe that detailed information increases suspicion. Rather, I think information breeds trust and silence breeds suspicion.
I do support the idea of placing much stricter limits on the scope of the board NDA and a much tighter definition of the confidential information covered by it.
In general, I think that there should be a time limit not to exceed 10 days for the board minutes to be made public after a board meeting. (note, I mean 10 days after the meeting, not 10 days after they are adopted at the following meeting).
Community Engagement
I question the value of additional meetings and additional board travel expense to support them. I think there are better ways for the board to improve community engagement that will both serve a larger fraction of the community and cost the organization less.
There should be an open alias that anyone who is subscribed to community-discuss can use in order to communicate with the board. Board members should have an email address published to community members which they monitor and respond to reasonably. (This is the case in all other RIRs to the best of my knowledge).
Board members should be required to read and where relevant or requested, respond to the community-discuss and members-discuss lists.
In general, board members should seek to make themselves available, approachable, and easy for community members to interact with, both at meetings and via email at other times.
Governance Committee
IMHO, the governance committee should not be a standing committee. It should have been constituted as an ad hoc committee with a mandate to review the current governance structure of AfriNIC, identify specific improvements that needed to be made, propose the necessary bylaw amendments, procedural changes, etc., explain them to the community and work through the process with the community to refine those proposals into actionable motions or documents. In the case of motions, shepherding them through the process until a vote shows a clear outcome (acceptance or otherwise), and then disband.
There is no reason to have a committee whose job is to act as a go-between between the community and the board. This only exacerbates the problems mentioned in Community Engagement.
Bylaws, Procedural Matters, and Legal Interpretations
Nowhere else in the world are the RIR general member meetings subject to such conduct as is becoming the norm for AfriNIC meetings.
There are a number of problems that need to be addressed here…
Some need change to the bylaws:
+ Poorly defined procedures
+ Lack of a framework for addressing exceptional circumstances
+ Overly specific definitions of certain aspects (vote must be a show of hands) while failing to define
important criteria (how many candidates can one vote for if two people are to be elected and how
are those votes to be counted).
+ Lack of a mandate for NOMCOM to recruit sufficient candidates to stand for election (IMHO, minimum N+1 and
better 3N or more where N is the number of positions to be elected)..
etc.
Some merely need some effort to create proper procedural and operational language and codify it in an appropriate place.
+ The specifics of how proxies are handled
+ The ability to appoint proxies for each and/or all of the specific proxy purposes
+ Election of Directors
+ Election of ASO/AC Representatives
+ Voting on Motions on the agenda
+ General representation in any other matter brought before the meeting
+ Whether or not a proxy is an authorization to vote in a particular manner or a general authority
to act according to the judgment of the person appointed as proxy.
+ Under extraordinary circumstances such as a meeting which runs well beyond its schedule, the ability to
appoint a proxy from the floor to act in one’s stead for the remainder of the meeting.
It is my opinion having observed this for several years that the structure of the board requiring specific seats to be allocated to
specific regions causes more problems than it solves and that AfriNIC would be better served by making all board seats
electable at large.
Election and Election Related
IMHO, the concerns must be addressed now, while there is no active election cycle. They should not be addressed by the
NOMCOM as by the time the NOMCOM is constituted, it is too late and the NOMCOM is technically somewhat conflicted
in such deliberations as they are the implementers of any such decisions made.
IMHO,the board should appoint an ad hoc committee comprised of board and community members to address these issues or
the board should task the governance committee with this job. In any case, the committee in question should be required
to provide an initial set of findings to the community (not filtered by the board) no later than the end of November. Community
input should be sought on the initial findings and the committee should provide a final recommendation to the community
and the board in the form of a set of actionable documents, board motions, and/or special or normal resolutions as needed
to implement said recommendations. This final set of recommendations should be provided to both the board and the
community in their entirety at the same time.
Member Perceptions
I think that the various conspiracy theories and accusations being bandied about by various parties are not worthy of
our time and should be dismissed.
I do not believe that anyone is out to destroy AfriNIC or any particular member organizations. Nonetheless, the amount
of attention being paid to these beliefs by some individuals is definitely creating an air of mistrust and causing strife
and additional difficulty for the community.
IMHO, the best way to address this is greater openness and transparency and more collegial behavior in general.
We should strive to live up to those standards. When we succeed, this will be much less of an issue, IMHO.
Observations and Conclusion
These are very well written and I could not agree more. Thank you again for producing such a well thought out
and comprehensive document.
Owen
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Managing Director
General data Engineering Services (SKANNET)
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Phone: +234 802 291 2202, +234 816 866 7523
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