[rpd] Last Call -Update of PDP AFPUB-2021-GEN-002-DRAFT03

[Owen DeLong]

> On Jul 7, 2022, at 12:20 , Sylvain Baya <abscoco at gmail.com> wrote:
> 
> Dear PDWG,
> 
> Hope this email finds you in good health!
> 
> Please see my comments below, inline...
> Thanks.
> 
> Le lundi 4 juillet 2022, ABDULKARIM OLOYEDE <oloyede.aa at unilorin.edu.ng <mailto:oloyede.aa at unilorin.edu.ng>> a écrit :
> Dear All, 
> 
> 
> 
> Hi Abdulkarim,
> Thanks for your email, brother!
>  
> 
> [...]
> B "In the event that such Policy Proposal doesn’t reach consensus, it will not be further enforced or implemented, however, any actions taken in terms of the policy up to the non-consensus determination, will remain valid."    I totally disagree with this. This has grievous consequences.  In addition to my objection in 'A' I think this clause makes it worse. How can such a policy stand? On what basis? So what this means is that the board can take an illegal action and it would stand.  
> 
> 
> 
> 
> ...this comes from the very MU's Company Act [1]; 
> as you can see below: 
> 
> <quote>
> [...]
> 141. Validity of director’s acts
> 
> The acts of a director shall be valid even 
> though -
> 
> (a) the director’s appointment was defective; 
> or
> (b) the director is not qualified for appointment.
> [...]
> </quote>
> __
> [1]: sourced  from page 113 -
> <https://companies.govmu.org/Documents/legislation/13sept2021/Companies%20Act%202021.pdf <https://companies.govmu.org/Documents/legislation/13sept2021/Companies%20Act%202021.pdf>>
> 

I don’t think that portion of the companies act really applies here, however.

We’re talking about whether to reverse actions taken by staff under policy proffered by the board which the community doesn’t affirm.

That’s to a defective appointment of the director or a situation where a director was not qualified for appointment.

The companies act clause you quoted regards a single director (presumably among many). It prevents the automatic unwinding of all board actions that occurred while a defective director was present. This is reasonable.

However, a defective act of the board as determined by the community probably should default to being unwound unless the community chooses otherwise by consensus.

> 
> 
> 
> [...] 
> 
> 7. Section 3.5  As we have clearly seen now that the Board itself can be part of the controversy. If the board is now allowed to appoint all members of the AC then it is like a judge in its own case. 
> I give you a possible scenario based on this proposal. the board submit a proposal as an emergency, the proposal goes through and some object to it and decide to appeal. then the same board now appoints an appeal committee what do you think would happen to that case? I can give more examples.  We need to be realistic. The  AC should be appointed by the community and it must be a standing committee such that it cannot be reconstituted when an appeal is submitted. that way it would not be a subjective committee. 
> 
> 
> 
> Interesting hijacking scenario, brother :'-(

It’s not like it’s far fetched under the current circumstances.

> Thanks for have pointing it out :-)
> 
> Shalom,
> --sb.
> 
> 
> 
> 8.  I think this proposal needs more work.

Agreed.

Owen


-------------- next part --------------
An HTML attachment was scrubbed...
URL: <https://lists.afrinic.net/pipermail/rpd/attachments/20220712/5dbde62e/attachment.html>