[AFRINIC-rpd] New Policy Proposal: Inter RIR IPv4 Address Transfers (AFPUB-2013-V4-001-DRAFT-01)

[gift]

Hi Andrew and others

You raise another governance and not policy issue for debate, but its 
fine since that's how ideas for policy review are generated and interest 
is developed.

According to my understanding, you are spot on that the directors are 
the real members at law. The governance then seems to be by 
representation. You will also note that there is a hybrid situation 
where community/resource members attend general meetings and are allowed 
to vote (a legal preserve of members), yet they are strictly not 
members. So its a kind of mixed situation where the board wears at least 
two hats, as the board and as members/shareholders. The question is 
when, why and how do we decide to give the community members some 
leeway/powers (eg. at the AGM elections) and or stick to the by laws by 
insisting on actions that should be carried by the full/registered 
members only (eg approval of constitution)? So to me we are inconsistent 
in application whether to fully uphold or suspend the by laws as it 
were, meaning that in the end we are non compliant. Whether this is by 
design, evolution, convenience its up for debate unless someone can 
proffer an official position. The governance system needs a clean up in 
my view. We can not simply hide by Mauritian laws. I have always argued 
that if the limit of allowed members is say 15 why do we not at least 
increase the membership to that so that the board and the registered 
members are not the same. I am also not sure we have approached the 
Registrar to seek exemption from such limitations given our unique 
circumstances. I am aware the type of company was chosen for reasons of 
cost, but then governance does not have to be cheap. May be this needs 
to be revisited, to evaluate the relative increase in governance cost 
were the company to change its corporate structure to something different.

We can not continue in this hybrid situation of part compliance with the 
by laws which potentially makes some of our actions a nullity. The whole 
concept of good corporate governance rests on the separation of powers 
between shareholders/members, directors and management. As things stand 
this cannot be consistently applied at AfriNIC.

My view.

Gift

On 16/01/2013 09:15 PM, Andrew Alston wrote:
> Hi Jackson,
>
> Actually just been looking through the AfriNIC by-laws to see exactly what
> the rights of members of AfriNIC are (members being this community).
>
> Here is what the current bylaws say (and I am NOT at this point sure if
> these are the new bylaws post review or the old ones, maybe someone from
> AfriNIC can clarify that, but as of what was published on the site on 27th
> Sep. 2012.  Note, I am *NOT* a lawyer, hence, if what I say here is
> incorrect, I would like AfriNIC to actually say so and say why my
> interpretation of what seems to be pretty cut and dry is incorrect...
>
> Firstly the definitions:
>
> Full Member
> Any individual who is admitted as a Full Member under this Constitution and
> who is a "member" of the Company under the meaning of the Act;
>
> Associate Member
> Any Person who is admitted as an Associate Member under this Constitution
> but who is not a "member" of the Company within the meaning of the Act;
>
> Member
> Full Member and Associate Member;
>
> My understanding, the community who receive the resources from AfriNIC are
> associate members.  ONLY the board members we elect are "Full members".
>
> So, if this is correct, and AfriNIC can confirm... lets look and see what
> powers we as the membership base actually have:
>
> Section 7 of the bylaws...
>
> 7.1) Each Member shall be entitled to receive notice of all General Meetings
> in accordance with Articles 10.4 and 10.10 below, as applicable, and to
> attend all such General Meetings.
> 7.2) The Members shall be entitled:
> (i) by majority vote on the day of each annual General Meeting, to elect the
> Directors of the Company in accordance with Article 11.5 below; and
> (ii) at each General Meeting, to discuss and comment on the general policies
> of the Company on such issues and for such time as shall be reasonably
> allowed by the chairperson of the General Meeting.
>
> These are our rights...
>
> Now... lets look at things we SPECIFICALLY do NOT have any right to...
>
> Clause 7.3....
>
> 7.3) Associate Members shall not, in such capacity, have any right other
> than the rights listed in Articles 7.1 and 7.2. For the avoidance of doubt,
> this Article 7.3 shall be without prejudice to any contractual rights of
> Associate Members in any agreement with the Company.
>
> Clause 7.4 which, in my understanding SPECIFICALLY excludes us, the normal
> members:
>
> 7.4) The Full Members shall, at General Meetings or by way of written
> resolutions, in addition to the rights conferred by Articles 7.1 and 7.2,
> have the right to:
> (i) consider and approve by Ordinary Resolution the financial statements of
> the Company;
> (ii) receive any auditor's report;
> (iii) consider the annual report;
> (iv) determine, by Ordinary Resolution, the general policies for fulfilling
> the objects of the Company;
> (v) approve, in accordance with Section 130 of the Act, a major transaction;
> (vi) consider and approve by Special Resolution, if appropriate, proposals
> for the revocation, amendment or replacement of this Constitution;
> (vii) appoint by Ordinary Resolution at each annual General Meeting the
> auditor of the Company to hold office until the conclusion of the next
> annual General Meeting;
> (viii) request the Board, by way of a notice signed by not less than 5
> percent of the Full Members, to call a special General Meeting to vote on
> one or more resolutions;
> (ix) and resolve, by Special Resolution, to put the Company into
> liquidation.
>
> So, and I would like AfriNIC to confirm this.
>
> We as members have NO legal right to see the auditor's report, consider the
> annual report, put the company into liquidation, force the calling of a
> special general meeting, or well, anything else.
>
> And this is the reason why I believe there is so little transparency as
> well.  Because we as members are sadly, pretty powerless.  Maybe this SHOULD
> be changed... but then again... it's a pretty neat situation for AfriNIC,
> we're kinda powerless to change it in a legal sense.  Nice one hey?
>
> Andrew
>
>
> -----Original Message-----
> From:rpd-bounces at afrinic.net  [mailto:rpd-bounces at afrinic.net] On Behalf Of
> Jackson Muthili
> Sent: Wednesday, January 16, 2013 6:35 PM
> To: Owen DeLong
> Cc:rpd at afrinic.net
> Subject: Re: [AFRINIC-rpd] New Policy Proposal: Inter RIR IPv4 Address
> Transfers (AFPUB-2013-V4-001-DRAFT-01)
>
> ++1
>
> Use your board member for your region to raise operational matters for
> afrinic to implement. It is reason why you elect those guys,
>
> I am concern that Afrinic members according to Mauritius legal acts do not
> have any powers?!
>
> Why is this the case?
>
> Must Afrinic legally be formed in another country which law recgonizes
> rightful powers of its members?
>
> Jack
>
> On Wed, Jan 16, 2013 at 12:03 PM, Owen DeLong<owen at delong.com>  wrote:
>> +1
>>
>>
>> Sent from my iPad
>>
>> On Jan 15, 2013, at 9:47 PM, Sunday Folayan<sfolayan at gmail.com>  wrote:
>>
>>> Andrew and all,
>>>
>>> You are entitled to your views. Mine remains that the community should
> hold the Board accountable, which in turn should hold management
> accountable. The "What" and "How" we can recommend. That is what I call
> lighting candles instead of cursing the darkness.
>>> While I agree with you that some individual's acts in the past have been
> an affront on the community, We have all risen up to confront such and the
> will of the majority has always prevailed. I am sure you, APB, Nii, Delong
> and a host of other mike dons are not tired of doing that.
>>> I have no objections to discussions of issues of accountability and
> responsibility, and in any form. I will indeed welcome the allocation of
> more time at meetings for the community to scrutinize the report of the
> Board and the Auditors. The report of the Auditors should also include key
> performance indicators as set by the Board (Which should take the input of
> the community), beyond financials.
>>> Overall, It is a learning experience for some members the Board and
> staff, and I salute those who have consistently improved themselves and
> AfriNIC in that process. I wish them all, the very best.
>>> Sunday.
>>>
>>> On 16/01/2013 00:25, Andrew Alston wrote:
>>>> Hi Adiel,
>>>>
>>>> I write this email was some trepidation, but there are things
>>>> implied in your mail to this list that I feel I have no option but to
> respond to.
>>>> You imply that the I attempt to solve problems through the PDP list,
>>>> that is actually accurate, where I believe that AfriNIC allocation
>>>> policies are failing on a holistic level far beyond one or two
> individual applications.
>>>> Let us look for a second at the policies I have discussed on this list.
>>>>
>>>> There was a policy put forward in Tanzania about the distribution of
>>>> address space, which I withdrew after opposition from the floor,
>>>> that was completely unassociated with any application.
>>>>
>>>> There was a policy proposal muted on the list with regards to the
>>>> classification of higher education institutes as end users instead of
> LIR's.
>>>> The reason this was never put to formal policy, was because the
>>>> community indicated on this list that that was the assumed and
>>>> de-facto position and that such a policy was not necessary because
>>>> of the de-facto position.  I still have my doubts about this, since
>>>> AfriNIC did attempt to classify universities as LIR's, and if such a
>>>> de-facto position existed, this would not have happened, but the
> community spoke, so I listened.
>>>> The other policy proposal currently under discussion of which I am
>>>> co-author concerns the allocation of space to Higher Education
>>>> again, and sets specific ratios.  I stand by this as well, as I do
>>>> believe that the needs of higher education, who are the traditional
>>>> sources for innovation and the parents of the Internet as we know it
>>>> today justify such a policy and the removal of subjective evaluation of
> requests and complex red tape.
>>>> Beyond that, I challenge you to show me where else I have attempted
>>>> to use this process in any other way.
>>>>
>>>> We have discussed many times the statements about concurrency of
>>>> usage that were made to me, and as you rightly point out, I have
>>>> brought up this position multiple times on the list.  Why?  AfriNIC
>>>> has yet to justify to me why in the process of three completely
>>>> separate applications for three different institutions, the goal
>>>> posts and the amount of documentation for each increased each time
>>>> over a period of less than 4 months.  The only explanation I was
>>>> given was on the concurrency argument which did not exist in the
>>>> first two applications.  There is inconsistency and subjectivity being
> applied here.
>>>> You have also said to me that I believe there are problems with
>>>> AfriNIC that I am overstating, and I will say,  I have not
>>>> attempted, and will not attempt, to address these issues via policy.
>>>> However, I have raised some of these issues on this list since
>>>> AfriNIC does not provide another forum for discussion of such issues
>>>> which is taken into consideration.  At the AfriNIC meetings after
>>>> the board feeds back to the community, we have what, an hour to
>>>> actually be heard from the floor. Considering the number of people
>>>> in the room each time, and considering these meetings only take
>>>> place once every 6 months, this is hardly adequate, leaving this list as
> the only forum to discuss issues that are extremely relevant.
>>>> We, as Africans, have a critical need for a strong and robust RIR
>>>> that is beyond reproach and question from the rest of the world.
>>>> AfriNIC provides us a critical service.  Think on what is at stake
>>>> here in terms of the Internet industry, it was the very same
>>>> internet industry that allowed connectivity to people who used that
>>>> connectivity to bring about some pretty amazing changes on this
>>>> continent.  It was with the help of the Internet that the Arab
>>>> Spring actually happened as one extreme example.  If resources that
>>>> allow the internet on this continent to function are not adequately
>>>> managed and allocated on a fair, equitable an non-subjective basis,
>>>> we risk damaging the structure of the internet on this continent as
>>>> a whole.  As such, yes, I stand up and speak when I see things that
>>>> I view as flaws in the current organization, because to stay silent when
> things aren't going right is to be complicit in what is going wrong.
>>>> I have raised the issue of SLA's on this list earlier today, and I
>>>> stand by that.
>>>> I stand by the questions I have raised about the fact that AfriNIC's
>>>> allocation process takes longer to allocate resources than other
>>>> regions, which we remain one of the most expensive RIR's in the world.
>>>> I stand by the questions I have raised both on this list and at
>>>> meetings about why an organization that has 40 staff has so few
>>>> people in a position to respond to allocation requests.  You state
>>>> in your mail that 43% of staff deal with allocations.  If that is
>>>> the case, why is it that in querying the status of applications I
>>>> have been told on numerous occasions that people are either on leave,
> off sick or travelling.
>>>> I stand by the questions as to the financial transparency of the
>>>> organization, considering that the questions were raised in Tanzania
>>>> and I do not believe have ever been adequately answered.
>>>> I stand by the questions with regards to the Annual report due to
>>>> this membership base.  I realize that under the company bylaws,
>>>> which were created as a result of Mauritian law, members of AfriNIC
>>>> are not "full members", and such status only applies to board
>>>> members, however, I stand by the fact that the membership on this
>>>> continent which pays AfriNIC the money it uses to operate deserve full
> transparency.
>>>> I stand by the fact that it is unacceptable for something as
>>>> critical as an IXP to be waiting 3 months for more address space
>>>> after they have run out, despite the fact that AfriNIC is directly
>>>> involved in the creation of more IXPs.
>>>> I stand by the fact that it is unacceptable that a financial
>>>> institution would choose to remain single homed rather than apply
>>>> for provider independent address space because of fear of the
>>>> complex process that AfriNIC subjects them to.
>>>> I stand by the fact that I questioned the complete farce that was
>>>> the election process in Gambia, and I stand by the fact that I
>>>> objected in Gamiba to the unveiling of a secret ballot, which until
>>>> there was mass protest from the floor was being permitted to go
>>>> ahead by AfriNIC's legal counsel.
>>>> I stand by the fact that I object to NomCom attempting to shut down
>>>> discussion from the floor ahead of the floor electing the very
>>>> people who have to represent them to AfriNIC.
>>>>
>>>> I have not attempted to address ANY of these issues through policy,
>>>> instead, I have raised the points and requested discussion, and I stand
> by those.
>>>> So yes, I am loud and outspoken, and yes, some would view that as
>>>> disruptive, but I live my life by the philosophy that it is possible
>>>> to bring about change through the use of one's ability to speak.
>>>> Speaking ones views in a public forum often results in arguments,
>>>> hurt feelings, and bitterness.  That is because we cannot allow
>>>> agree, and I do not ask for anyone on this list to actually agree
>>>> with me, infact, I welcome and encourage anyone who disagrees with
>>>> what I say to engage me and debate these things.  I am open to
>>>> having my mind changed, as I have demonstrated through the withdrawl
>>>> of both the Tanzanian policy and the EU/LIR policy.  However, I also
>>>> believe as I stated in Tanzania, that this community to often sits
>>>> silent while issues occur and are not addressed.  I cannot in good
> conscience do that.
>>>> The fastest way to silence a critic is to address the issues, yet
>>>> the subjective evaluation of space requests, the bizarre allocation
>>>> times, the billing problems and the lack of transparency still persist.
>>>>
>>>> These my thoughts and my views, and  I believe I have now said
>>>> enough on this issue, so while we continue to debate the policy
>>>> proposal at hand, I will now let this rest unless the community has
>>>> feedback and input to which I will respond, beyond that, I hope and
>>>> pray that AfriNIC will provide this community more time and more
>>>> space on the floor in Lusaka later this year to be heard, and that
>>>> attempts to silence the voices of the community within that forum will
> not be repeated.
>>>> Andrew
>>>>
>>>>
>>>> -----Original Message-----
>>>> From:rpd-bounces at afrinic.net  [mailto:rpd-bounces at afrinic.net] On
>>>> Behalf Of Adiel Akplogan
>>>> Sent: Tuesday, January 15, 2013 10:53 PM
>>>> To:rpd at afrinic.net  List
>>>> Subject: Re: [AFRINIC-rpd] New Policy Proposal: Inter RIR IPv4
>>>> Address Transfers (AFPUB-2013-V4-001-DRAFT-01)
>>>>
>>>> Hello Andrew,
>>>>
>>>> On 2013-01-15, at 17:53 PM, Andrew Alston<alston.networks at gmail.com>
> wrote:
>>>>> Obviously though, first prize in my book is to use the remaining
>>>>> pool in
>>>> Africa, and get it allocated.  THIS is where I believe that AfriNIC
>>>> is currently failing, and failing badly.  Because of the current
>>>> process, the delays, the back and forth, the moving goal posts, the
>>>> inconsistency and the lack of service we are seeing out of the
>>>> organization, there is a resistance among many to apply for space.
>>>>
>>>> You have to substantiate more the fact the current process is what
>>>> make IP usage low in AFRINIC service region.  That is too simplistic
>>>> and naive view which I beg not to share. Not that I'm dismissing
>>>> some of the issues you had or raising.
>>>>
>>>> Remember, IP addresses are not resources that we are requested just
>>>> to give away to the first person that come and ask them (even if in
>>>> our internal policy we put emphasis on helping small requestors to
>>>> get what they need as easily as possible but still inline with
>>>> policies). Demonstrated needs is still at play. The IP Analysts (aka
>>>> Hostmasters) have the responsibility to do due diligence on all
>>>> requests they receive and particularly for big requests and/or
>>>> suspicious ones. They have the ability to use their judgement and
>>>> assessment based on policy and information requestors provide and
>>>> they are allowed to ask any questions they need to ensure that the
>>>> request and the need are genuine and real. That is what the IPv4
>>>> allocation policy request them (and AFRINIC as company to do). If
>>>> the community want to soften the process then we first need to
>>>> change/review the IPv4 Allocation policy (not only for education or
>>>> High education as the connectivity need can be extrapolate across the
> border) which could be seen as a good thing to do at some extend.
>>>> On a separate note you keep coming with the statement that you were
>>>> told that "if a student is in a Lab he is not using his mobile
>>>> because it is off so you can not plan 3 IP address per student in
>>>> your planing" and conclude from that that the hostmasters are being
>>>> difficult and sometime even "incompetent". First I think you need
>>>> separate informal discussion that you can have with staff and
>>>> hostmasters when you pushing them to the edge (I know you had
>>>> personal informal discussion with the staff on various matters where
>>>> you try to push them hard toward you views) where they can tell you
>>>> things that may engage them as individual and not AFRINIC in such
>>>> informal discussion. Sometime it is just to push you as well to the
>>>> edge to see how far you are serious with your arguments . it is for
>>>> you to prove them wrong with facts. When you have escalated these
>>>> requests to me I have checked all the ticketing system for such
>>>> statement and I can't find any (member of the team though agree that
>>>> they told you that in a discussion because you have not given valid
>>>> justification at the first place as they have requested you . so
>>>> that was just one statement amongst others to push so that you
>>>> disclose the real justifications of your requests - Which you
>>>> eventually did as requested and got what you needed). If you
>>>> submitted a complex request you should expect a complex evaluation
>>>> process (at least based on the current
>>>> IPv4 policy). Does it happen to you to think that practices can be
>>>> different from one lab to another and from an university to another?
>>>> Your 3:1 ratio is not something that is true and demonstrable
>>>> everywhere;  somewhere it can be less and other place an context
>>>> even more (based on current need). The current utilisation and the
>>>> 12 month plan are basically what Hostmasters use to evaluate a
>>>> request. I have been quiet on many of your statements on the
>>>> Hostmaster interaction with you but there are also many faces to the
>>>> story that you do not disclose fully. We are still in a full need
>>>> demonstration based allocation. If the community want that to change
> then a policy need to be proposed.
>>>> You may have a point on some aspects of you frustration on delay but
>>>> they do not justify your desire to set a policy that suite your own
>>>> case in every corner and every time you face an unusual situation.
>>>> If a an operator being a University or not start with a huge request
>>>> (/14 and more) with no background whatsoever on the previous
>>>> utilisation (legacy) of resources they have been using over the past
>>>> 20 years . it is obvious that if you have not kept good track of
>>>> your records and internal usage justifications, when you are asked
>>>> 20 years down the road to justify it will look a lot of work, but
>>>> hey you need to do it. The Hostmasters have handled more than 120
>>>> requests last years and none have been really rejected (and only
>>>> very few are pending additional information from requestor). Yes
>>>> some took time because they have to ask all kind of questions and
>>>> get justification for usage. This generally happen for big requests
>>>> and some which are not straight forward. If people take the usage
>>>> and the request of resources seriously and they have all their facts
>>>> right the process is generally fast. We have had several cases where
>>>> things went well and smoothly. There are some tweak here and there
>>>> to adjust process to the growth and believe me we are working hard
>>>> on that over the past few months. But woking on that also need other
>>>> resources than IP analysts and you are the first to complain that there
> are too much people doing other things. Here is the distribution of
> resources used/allocated per activity within AFRINIC:
>>>> Registration Service:  47%
>>>> Community Outreach:     3%
>>>> Policy Development:     7%
>>>> Training               12%
>>>> IpV6 Outreach:          8%
>>>> Software Maintenance:  11%
>>>> Administration:        11%
>>>>
>>>> Almost half of our current resources are used to support
>>>> Registration service. You can not only look at those who have the
>>>> title of Hostmaster but also to all the other who allow them to the
>>>> job right. The current ratio of request per day per hostmaster is 2
>>>> in average (not only for new membership/allocations but all other
>>>> members requests). This is generally reported in Registration Service
> report during each AFRINIC meeting.
>>>> We agree that there are things that need to be addressed/improved in
>>>> term of process and procedure, but you need not to look at things
>>>> only from one side of the fence. We have taken full note of the
>>>> outcome of the past community survey and integrated many aspect in
>>>> our strategy for 2013 and related budget currently in discussion.
>>>> And we closely looking at further enforcing some of our commitments in
> term of service quality.
>>>> Thank you and as you know I'm alway available to discuss any issue
>>>> that you can have and address them.
>>>>
>>>> We are working and willing to work for the advancement of the region
>>>> and our community. But we can not expect AFRINIC to solve all the
>>>> problem of the continent and be on all front with it current
>>>> resources and get perfection from everywhere. I'm hereby committing
>>>> AFRINIC to seriously (we are already doing it) look at all issues raised
> in a sustainable way.
>>>> - a.
>>>>
>>>>
>>>>
>>>> _______________________________________________
>>>> rpd mailing list
>>>> rpd at afrinic.net
>>>> https://lists.afrinic.net/mailman/listinfo.cgi/rpd
>>>>
>>>> _______________________________________________
>>>> rpd mailing list
>>>> rpd at afrinic.net
>>>> https://lists.afrinic.net/mailman/listinfo.cgi/rpd
>>> --
>>> --------------------------------------------------------
>>> Sunday Adekunle Folayan
>>>     blog:http://www.sundayfolayan.name.ng
>>>    email:sfolayan at skannet.com.ng,sfolayan at gmail.com
>>>    phone: +234-802-291-2202
>>>    skype: sfolayan
>>>     fcbk:www.facebook.com/sfolayan
>>>    tweet: sfolayan
>>> linkedin: sfolayan
>>> ---------------------------------------------------------
>>>
>>> _______________________________________________
>>> rpd mailing list
>>> rpd at afrinic.net
>>> https://lists.afrinic.net/mailman/listinfo.cgi/rpd
>> _______________________________________________
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-- 
Gift Shava
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