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[rpd] [members-discuss] Board Composition

Walubengo J jwalu at
Thu May 5 14:27:45 UTC 2016

Owen's concern about having a board with a concentration of board members from one organisation maybe valid due the the potential risk of board capture.
But here is the news:- one can still experience severe 'board-capture' without necessarily having board members from the same organisation.
So for me belonging to the same organisation as a board member neither increases nor reduces the risk of board-capture - particularly if the numbers are less than a majority.
What is more important is to have board members with an independent mind that puts AfriNIC interests above personal interests. 

      From: Bill Woodcock <woody at>
 To: Mark Tinka <mark.tinka at> 
Cc: "members-discuss at" <members-discuss at>; AfriNIC RPD MList. <rpd at>
 Sent: Wednesday, May 4, 2016 5:42 PM
 Subject: Re: [rpd] [members-discuss] Board Composition
I believe Mark is right: the important thing here is to address the principle, not waste time talking about specific people and companies which might or might not be affected. 

As Owen says, the ARIN board does not allow multiple seated members to have the same employer or, more importantly, to work for each other or engage in business together.  On the ARIN board, this rule has actually come into play, it's not theoretical.  Two points I'd make about it, and then a comment on Noth American business culture. First, this rule has come into play more often -after- elections than at the time of elections. Mergers, acquisitions, and business dealings change more frequently than elections happen.  Second, the threat of a company getting its employees elected and using them to steer the organization is relatively remote. Of much greater concern is that one board member becomes an employee of, subsidiary to, indebted to, or economically dependent upon, another board member; if that happens, the subsidiary board member will effectively always vote with the other, regardless of companies.  Independence will have been lost, and you'd be better off not even having that board seat, since it just unbalances every vote. 

The comment about North American business culture, and why you shouldn't necessarily assume that the way things are done in the ARIN region are useful exemplars, is this: in North America, the abundance of lawyers has led to a pattern of trying to anticipate and completely address in advance every conceivable problem. It's inefficient, since most conceivable problems never come to pass, and most of the remainder are trivially addressed after-the-fact.  

So, although ARIN has policy about this, and the policy has been used, it doesn't mean that you necessarily also need policy in this area. That's a decision you should make on its own merits. 

> On May 4, 2016, at 01:52, Mark Tinka <mark.tinka at> wrote:
>> On 4/May/16 00:50, Dr Paulos Nyirenda wrote:
>> Owen's concerns on organizational structure are valid and there is need to look out for
>> and to avoid possibility capture of AFRINIC by a company, or as I  additionally stated
>> about a year ago, by a geographic region or country.
>> I got crucified for making those remarks during the last and similar AFRINIC elections a
>> year ago. It is not enough to say that voters will be able to see it and vote wisely, it
>> does not happen especially if those twisting the facts, as here, have enough resources
>> to distort the picture.
>> The concern here is genuine in addition to other conflicts of interest involving ICANN
>> etc that others have mentioned.
>> NOMCOM needs to do the right thing this time around, even if NOMCOM is under sympathetic
>> leadership, we need to grow up.
> I think what Owen has done is provide a practical illustration of what
> could be a potential structural issue. It's easier to consider a
> position when live examples are present, but that's all it was, an example.
> What we should be discussing is not the specific candidate(s) in
> question that represent the same organization, but rather, whether we
> need to deliberately manage situations that opportune such a position in
> our board and community.
> Even if it's not explicitly or implicitly allowed/disallowed in the
> bylaws, I think as a matter of culture, I would be concerned with a
> single company having multiple representatives on the board, regardless
> of their qualifications or abilities to lead. Previous and ongoing posts
> on this subject are evidence of how complicated things can quickly
> become, despite any good intentions or otherwise. I posit that we could
> do without the distraction.
> I think we need to seriously look at this, objectively. The people and
> organizations in question is irrelevant - it could be anyone.
> Mark.
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