[rpd] [Community-Discuss] Call for AFRINIC’s registry service migration to other RIRs

[Owen DeLong]

> On Aug 1, 2021, at 16:32 , Fernando Frediani <fhfrediani at gmail.com> wrote:

> 

> How bad is to see this thing being said that 11.4 allows Board to adopt by itself any policy they wish at any point without any prior discussion in PDWG.

> 

Whether you like it or not, it is an absolutely true statement. 

> This is one of the most wrong things I have been seen here overtime, simply because this "right" was NEVER gave by Community to to members to do such thing, even in a urgent or most noble situation. This simply does not and never existed.

> 

Doesn't matter… The company is run according to its bylaws. The bylaws give the board the power to make the company enforce such a policy. You continue to want to pretend that this is not the case, but wishing does not make it so and reality is that legal corporate governance trumps kumbayah idealism.

> It is not because of some member with a lot of imagination in the past decided to push that to the bylaws that it is something valid because it is currently written there.

> Resources don't belong to members, as such only community can make such concession to members and that has NEVER happened before in AfriNic history.

> 

Some version of this has been in the bylaws since the beginning of AFRINIC.

The original bylaws granted the full power of policy to the board.
See: https://afrinic.net/ast/pdf/bylaws/afrinic-bylaws-2007-en.pdf at 13.2(ii)

In 2012 (the next revision of the AFRINIC bylaws), we have section 11.4 in
a nearly identical form to the 2020 version:

11.4 Notwithstanding, the provisions of Article 11.2 the Board may adopt such policies regarding the management of internet number resources where it considers that the same is necessary and urgent, having regard to the proper and responsible usage of these resources. 


As you can see, the language from 2020 is not significantly different:

11.4) Notwithstanding the provisions of Article 11.3 above, the Board may adopt such policies regarding the management of internet number resources where it considers that the same is necessary and urgent, having regard to the proper and responsible usage of these resources. [Amended at the 2020 AGMM]

11.2 got renumbered to 11.3. That appears to be the only difference between the 2012 version and the 2020 amendment.

So, this bylaw is as old as the PDP itself (which was first recognized in the bylaws in the 2012 version).


> To those who still believe in that because it is convenient for them moment, just try to accept and learn to deal with the rules and work in passing a proper proposal following the due process, instead to force soemthing artificially in the interest of a few.

> 

I don’t believe in it because it is convenient for the moment. I believe in it because it is how the corporation
is structured, it is enshrined in the bylaws, and the companies act is quite clear about the company being
governed by its constitution (which for AFRINIC is one and the same with the bylaws).

There is a proposal that has been stalled by the board in the proper due process.

There is also a potential for AFRINIC to significantly reduce its legal and financial exposure, either by the
board ratifying the above referenced policy or by the board passing some alternative urgent policy. The
board has a fiduciary duty to protect the organization, so if it can eliminate material risk by taking one of
these actions, they have a duty to give same proper and due consideration.

That _IS_ dealing with the rules as they are written.

It might not be how you think the rules should be written, but it is how the rules are written.

I suggest you try to accept and learn to deal with the rules AS THEY ARE WRITTEN instead of how you imagine them to be.

Owen

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