Hi Community, find my contributions trough lines below. 2016-06-28 13:20 GMT+00:00 Omo Oaiya <omo.oa...@wacren.net>:
> > > On 10 June 2016 at 11:18, Alan Barrett <alan.barr...@afrinic.net> wrote: > >> Arising from a review of AFRINIC’s Bylaws and other documents, several >> potential areas for improvement were identified. >> >> The attached document was presented to the AFRINIC Membership and the >> community during the AGMM in Gaborone, Botswana, on 9 June 2016. >> >> I invite the community and the membership to comment on these >> suggestions, or any other areas where the Bylaws could be improved. >> Comments should be sent to the community-discuss@afrinic.net mailing >> list. In due course, Bylaws changes will be drafted to implement the >> suggestions (and additional points that might be identified). >> >> Alan Barrett >> CEO, AFRINIC >> >> > > Thanks Alan. Comments below > > > >>>1 ...... but there is a conflict between 7.2(i) and 13.7(i) on whether >> or not Associate Members may vote in elections forDirectors. This conflict >> must be resolved one way or another. >> We need to decide whether or not Associate Members should vote, and >> modify the Bylaws to give effect to that decision > > > Just a matter of ambiguity in the statement in 7.2(i) to straighten out. > The bylaws are consistent. Registered and Resource members vote. Associate > members observe. > > > I agree associate member can come from any structure or area, so he has to stay observer. > >>>2. Interchangeable use of the terms “Bylaw” or “Bylaws” and >> “Constitution”:...... Suggest adding a clause 1.3 to clarify that this >> document may be referred to by the term “Bylaws” or “Constitution”, and is >> intended to serve the function of the Constitution in terms of the >> Companies Act of Mauritius. > > > Supported > Yes the term "Bylows" seems more correct to me > > > >>3- Clarification that all Registered Members in terms of Bylaws 6.3, and >> only such Registered Members, must be registered in terms of the Companies >> Act as members of the company. > > > Supported but we shall seriously consider moving from this Private company > model to a more community oriented model, where all members are considered. > > Indeed the laws of Mauritius are too restrictive with respect to the model that we consider most compatible with ours aspirations and desires for Afrinic > >> >>4 - Term limits: Consider adding a term limit for elected Board members. >> >> We need to decide whether or not to add a limit, and what the limit >> should be. > > > Proposal : One term and at least an election before another nomination > I support this proposal. This will allow an elected member to have experience of the Board and that of the community in order to have a more objective view and to be more engaged for the community. > > >> >>> 5- Independence of Directors: Consider adding a limit to the number >> of Directors who may work for the same organisation. >> >> >>> We need to decide whether or not to add a limit, and what the limit >> should be. > > > We need to keep refreshing the board with independence, expertise and > skills so a better managed succession process is a must. I propose with > the exclusion of the CEO that we have > > - Max 1 per org/company > - Max 1 per country > - Max 2 per region > > - Not more than one Director may have employment, consultancy or advisory > relationships with the same Company or Organization and/or with one of its > Related Companies or Organizations established or not in the same country. > > - not more than one Director may be domiciled in the same country. Should > a candidate for a position on the Board of Directors have more than one > domicile, one of which involves a presumed incompatibility, in order to > analyze his/her case for usual country of residence, the country where the > company or organization he/she is a part of or works for is established, > and/or any other relevant data shall be considered; > > - not more than two Directors may be domiciled in the same region. > I support Mr. Omo's proposal > > >> >>>6- Regional representation: Consider modifying 13.5 to state that >> Directors must act in the interests of AFRINIC as a whole,regardless of >> their regional affiliation. > > > Supported > Support > > >>>7. Conflict of interest: Consider adding a requirement for Directors >> to disclose any conflict of interest, and to recuse themselves from voting >> on any matter where they have a conflict of interest. > > > Supported. In addition, the Board must have a Conflict of Interest Policy > and enforce it. > > >>> 8- Separation of powers: Consider adding a requirement that no more >> than one key position (Board Chair, Vice Chair, Chief Executive Officer, >> Chief Financial Officer) may be occupied by the same person. > > > Supported > Support > > >> >>> 9- Replacement of Directors: The bylaws sections 13.1, 13.8, 13.10, >> and 13.14 give different methods of replacing Directors for different >> reasons. Consider harmonising this. > > > Harmonisation supported but the preferred option should be replacement > through election at the next AGMM. > > >> >>> 10- Board approval of nominations: The Board can approve or >> disapprove nominations for Board elections in terms of the Bylaws section >> 12.14(i). Consider requiring a supermajority of two thirds of the Board to >> disapprove any nomination > > > We should remove this approval and strengthen NOMCOM. NOMCOM composition > and operation should be reviewed and improved. We can have the legal > advisor and past NOMCOM chair as non-voting members and make the > appointment of the other members by the board more transparent, fair and > unbiased. > > The election timeline also needs to be revisited to allow enough time for > proper NOMCOM operation. > > I support Mr. Omo's proposal > > >>>11- Modification to the Bylaws or Constitution: The Bylaws say how the >> AFRINIC Members may change the Bylaws, but the Companies Act say that the >> Registered Members can change it. Consider requiring that the >> Bylaws/Constitution may be changed only after a Special Resolution by all >> AFRINIC Members in terms of Bylaws 7.6(vi),so that the Registered >> Members (the same nine people as the Directors) cannot act without broader >> approval. > > > Registered members only MUST never amend the bylaws. Amendment of Bylaws > beyond regulatory compliance must require general membership notice and > consultation. > > The proposed amendment should be published not less than 60 days and not > more than 90 days before with provisions for members to comment online and > in any meeting held during the consultation > > I support Mr. Omo's proposal > >> >>>12- Policies introduced by the Board: In terms of the Bylaws section >> 11.4, the Board may adopt policy changes that did not go through the normal >> PDP. Consider giving the community the right to reject such policy changes >> introduced by the Board. > > > Section 11.5 seems to give this right to the community but endorsement may > be open to misinterpretation so we shall just remove this. In case of > emergency, section 8 of PDP on varying the policy process applies. > > 11.5: Any policy adopted by the Board under the provisions of Article >> 11.4 shall be submitted to the community for endorsement at the next public >> policy meeting. > > > > Best wishes > Best Regards Arnaud.
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