Please find below my suggestions to your second consultation on 2025 APNIC
By-laws reforms:
Detailed Explanation
Organizations require an Executive Council with sufficient experience to
contribute meaningfully to proposals and discussions with the Executive
Director. A Council member without adequate experience or information lacks the
tools needed to strengthen institutional governance. The RIR needs the highest
possible level of experience and institutional historical knowledge within its
Executive Council, especially during generational changes in executive
leadership. There are not enough databases or documentation that can substitute
for experience and institutional memory.
In our industry, it is challenging to find enough qualified candidates,
particularly those with a background in institutional governance, internal RIR
processes and organizational history. At times, candidates may meet part of
this profile, yet lack the experience. RIRs are sui generis entities: while we
are not-for-profit (similar to foundations), we must remain financially
self-sustaining through the services we provide to our members (similar to
services companies), and at the same time we face very high expectations for
transparency and accountability (comparable to publicly listed companies). This
requires specialized knowledge that very few people have beforehand, meaning
that elected directors must train and gradually acquire such experience during
their term in office.
In my experience as the Executive Director of an RIR, I found that even with
governance and executive training efforts, a three-year term is not enough for
an elected director to achieve meaningful participation, as it requires the
kind of background that only experience can provide.
Based on these observations, I believe that three terms are just at the
threshold of when an elected member begins to contribute significantly. If the
relevant experience is obtained only after six years, having a Council member
to contribute only for three more years is a waste of organizational resources.
My suggestion is to expand to four terms, with re-election permitted after a
one-year cooling-off period.
These terms limit should not be applied immediately. Even if terms were
extended to four, applying limits right away could trigger departures that
would severely harm the organization by draining valuable experience and
institutional memory—on top of the challenge of finding qualified candidates
strong enough to balance the power of the Executive Director.
Similarly, once term limits are decided, the organization must pay attention to
sudden, large-scale exits of elected directors. On the one hand, some directors
will naturally lose the support of the membership and must leave, as in any
organization. However, if we add to that the directors affected by term limits,
the organization could face an experience crisis at its highest level, leaving
the Executive Council weakened and unable to either support or balance the
Executive Director’s authority.
Therefore, a maximum number of directors who must leave under this policy
should be set, and for the remaining affected directors, their departure should
be staggered—through a lottery or some additional criterion—to mitigate the
impact.
In Summary
· The Executive Council requires experienced members to provide effective
oversight and balance to the Executive Director. Institutional memory and
governance expertise cannot be replaced by documentation alone.
· In our industry, it is difficult to find candidates with both technical
or service knowledge and sufficient institutional governance experience. RIRs
are sui generis: they are not-for-profit but must be financially sustainable,
while also meeting high expectations of transparency and accountability.
· A three-year term is insufficient for an elected director to become
fully effective, even with governance training. Significant contributions
typically begin only after two terms.
o Extend the maximum service to four terms, with re-election possible after a
one-year cooling-off period.
o Avoid immediate application of term limits to prevent sudden loss of
experienced Council members.
o Stagger the exit of directors affected by term limits, establishing a limit
of concurrent exits, to avoid weakening the organization.
· Without a careful transition, APNIC risks losing essential experience
at the top level, leaving the Council unable to provide adequate support and
balance to the Executive Director.
Thank you for the opportunity to contribute.
Oscar Robles
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