[AfriNIC-rpd] Handover to new PDWG co-chairs

[Adiel Akplogan]

Dear Colleagues,

Few clarifications related to this discussion. 

First of all, this bylaw is not the original AfriNIC bylaw. During AfriNIC-4 
meeting in Nairobi it was agreed to review the original Bylaws (2004) to aline 
it with Mauritius laws while taking into consideration AfriNIC community driven 
model (which is unique and not specifically covered by the company Act.). This 
is reflected in the minute report of the meeting [point(8)]:

http://www.afrinic.net/meeting/afrinic-4/afrinic-4-minutes.htm

The result of the work done with our legal Advisor then was first presented 
during AfriNIC-6 meeting in Abudja (Nigeria) in the Company Update presented 
by myself. 

http://www.afrinic.net/meeting/afrinic-6/presentations/2/AFRINIC_6_UPDATE_report.pdf

This was followed in September 2009 by a 30 days public comment period.

https://lists.afrinic.net/pipermail/rpd/2007/000498.html

The main idea behind the membership categories is, as mentioned by Walu, to make
our structure easily manageable and in line with MU company Act. One of the main
concern at the time was the fact that as organisation (AfriNIC ltd.) that wants 
to operate as "Private Company" limited by guaranty (for more flexibility), we 
are limited by the possible number of member/stakeholders that we can register to 
25. Over 25, the company will automatically fail under "Public Company's" status 
which will make our International scope a bit more harder to achieve as per 
recommendation of our legal counsel at the time. To overcome that, we came up 
with the idea of formally registering only the 13 Board Members at the registrar 
of company as full members (based on the fact that they represent the members 
anyway as they are elected by them to serve and lead the company). But in order 
to keep the LIRs/End-Users involved, the bylaws made a provision for members 
@Large or Associate Members that do not need to be formally registered with the 
registrar of company but they will have almost the same rights as the Associate 
members through the bottom up processes. 

After the comment period (during which we received nearly zero comments) the 
Board moved and approve the new constitution which come into effect early 2008. 

When we changed our legal counsel 2 years ago one of the first thing that he was 
requested to do is to check if the bylaws we have is inline with the MU Company 
Act. He has confirmed that it is inline. Now if the community think that this 
bylaw need to be changed again and make the company a Mauritius Public company,
we can do that. Any changes that are required and agreed by the members/community
@large are always taken into consideration. Like we have recently done for our 
RSA (Registration service Agreement). AfriNIc Ltd. as secretariat is there to 
support its members and the community at Large. So whatever you want as soon as 
it doesn't put the company's sustainability at risk, we will implement and reflect 
the cost of implementation of course and if needed on the membership fees ... 
that is the only thing we can use as stick :-) agains any attempt abuse of the 
process :-).

Hope this helps. 

- a.


On 2011-06-20, at 11:08 AM, Kris Seeburn wrote:

> Guess you are right Alan. Perhaps there is a need to review these as well.
> I think Ashok will be the most appropriate on these grounds to understand
> how these can be reviewed.
> 
> 
> 
> 
> -----Original Message-----
> From: Alan Barrett <apb at cequrux.com>
> Date: Mon, 20 Jun 2011 08:20:55 +0200
> To: rpd <rpd at afrinic.net>
> Subject: Re: [AfriNIC-rpd] Handover to new PDWG co-chairs
> 
>> On Sat, 18 Jun 2011, nii quaynor wrote:
>>> On Jun 16, 2011, at 3:57 PM, Mark Elkins wrote:
>>>> Board members are simply (full) members of the Company.
>>>> Those who have resources from AfriNIC are also (associate) Members.
>>>> Members can vote, provide policy - etc - just like the share holders of
>>>> a 'normal' company.
>>>> Staff at a 'normal' company don't usually have that type of privilege
>>>> unless they are shareholders.
>>> 
>>> Why are the LIRs associate. What has happened to community oversight
>>> for major decisions including approving reports if the real members have
>>> become associates. Who would have the last word on oversight of AfriNIC
>>> if the resource users are the associates.
>> 
>> There is a very confusing mismatch in terminology.  In terms of the
>> way the community sees AfriNIC, there are a whole lot of members, and
>> a few directors.  In terms of the way AfriNIC Ltd is registered under
>> Mauritian law, there are a whole lot of "associate members" and a few
>> "full members" who are also directors.
>> 
>> --apb (Alan Barrett)
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> 
> 
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