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

[Andrew Alston]

Hi Adiel,

Not knowing MU company law, can you give us a better idea of what would have to change should the status of the company move from a private company to a public company.  What are the fundamental differences and how would it effect the execution of the Afrinic mandate.

Thanks

Andrew

Sent from my iPad

On 21 Jun 2011, at 3:49, "Adiel Akplogan" <adiel at afrinic.net> wrote:

> 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)
>>> _______________________________________________
>>> rpd mailing list
>>> rpd at afrinic.net
>>> https://lists.afrinic.net/mailman/listinfo.cgi/rpd
>> 
>> 
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