Re: [Community-Discuss] [members-discuss] Board update on Governance Committee Report

[Andrew Alston]

Let me add a further comment to what I wrote below,

It is not the fact that I distrust the boards report – it is the fact that the 
members of this community have absolutely no way to verify what is in the 
board’s report.  An independent report is exactly that – entirely independent – 
without interference or modification.

It is quite clear that a report that was written by the board does not meet the 
criteria for independent investigation as was demanded by the community, and if 
the board was in fact prepared to honor the bottom up approach that afrinic 
agreed to when they became signatories to the ICP-2 – they would have honoured 
the demand for an independent investigation and seen it through to its 
fulfilment.  Instead – they have chosen to play lip service to the nature of 
independent investigations and then attempt to convince this community that a 
report they themselves wrote was independent because it was (if they claims are 
accurate) BASED on an independent report.

At this point – we do not even know who was hired to conduct the report – we 
know that the GC had an investigative team do the investigation – but who was 
it?  Were they free of interference?  Did the board cooperate with the the 
investigation?  Did the board impede the investigation thereby influencing the 
report?  We simply cannot answer any of that without a copy of the report – 
which may well absolve the board of any wrong doing – but it is laughable to 
expect this community to accept what has been provided – because if the 
community had that kind of faith in this board – the demand for the 
investigation would never have occurred in the first place.

Andrew


From: Andrew Alston [mailto:andrew.als...@liquidtelecom.com]
Sent: 07 May 2018 00:40
To: Abibu Ntahigiye ; members-disc...@afrinic.net
Cc: community-discuss@afrinic.net
Subject: Re: [Community-Discuss] [members-discuss] Board update on Governance 
Committee Report

Dear Mr Chair,

I want for  a second for us to step back and consider the entire event timeline 
here.


  1.  Damning allegations are made
  2.  The community demands from the board an _independent_ investigation 
because members of the board are implicated in said allegations
  3.  The board – to appease the community – commissions said _independent_ 
investigation
  4.  The investigation concludes – the board – rather than publish the 
_independent_ investigation – decides to publish their own report – that
 *   Is released through a chair that is running for re-election and is 
therefore has a DIRECT conflict of interest should the report indicate wrong 
doing on the part of the wider board
 *   Is a decision made by a board that contains yet ANOTHER member who is 
running for re-election and is ALSO therefore conflicted
 *   Contains a single statement of wrong doing against a director that has 
already resigned and is therefore in no position to see – or respond to the 
allegations made in the boards findings
 *   Promises some vague and unspecified actions on a date that is months 
past the election date and months before a meeting where the board can be held 
to account should those actions not be up to standard.

Please – at this point I have to ask – why did the board not just make up its 
mind and write its statement without the independent investigation – because 
they may as well have.  If the board cannot see the blatant conflict of 
interest in what they are doing, and the TOTAL failing of corporate governance 
here then quite frankly, they do not deserve to hold their positions at all.

By not publishing the report itself – you remove ANY and ALL independence from 
the report as was demanded by this community and as was promised by this board 
– and I, as a member, am nothing short of insulted by the fact that this board 
could consider this community so stupid as to be willing to accept this 
absolute farce.

Disgusted – beyond belief

Andrew



From: Abibu Ntahigiye [mailto:abibu.ntahig...@gmail.com]
Sent: 06 May 2018 22:53
To: members-disc...@afrinic.net
Subject: [members-discuss] Board update on Governance Committee Report


Dear Afrinic Members,



The Board in March 2018, as per resolution 201803.391, tasked the Governance 
Committee (GC) to convene an investigation on allegations made by a staff 
member. The GC was requested to define the Terms of Reference (TORs) for an 
independent investigation, and to appoint an investigation committee.  The 
Board requested the findings to be reported by 30 April 2018.


The GC notified the community that they would deliver the report by 4 May 2018, 
and has submitted the report to the Board on 2 May 2018. The Board acknowledged 
receipt of the report. The Board is going to thoroughly consider the report and 
recommendations thereof, and will share with the community applicable actions 
and steps that will be taken in due course.


The Board has also been 

Re: [Community-Discuss] [members-discuss] Board update on Governance Committee Report

[Andrew Alston]

Dear Mr Chair,

I want for  a second for us to step back and consider the entire event timeline 
here.


  1.  Damning allegations are made
  2.  The community demands from the board an _independent_ investigation 
because members of the board are implicated in said allegations
  3.  The board – to appease the community – commissions said _independent_ 
investigation
  4.  The investigation concludes – the board – rather than publish the 
_independent_ investigation – decides to publish their own report – that
 *   Is released through a chair that is running for re-election and is 
therefore has a DIRECT conflict of interest should the report indicate wrong 
doing on the part of the wider board
 *   Is a decision made by a board that contains yet ANOTHER member who is 
running for re-election and is ALSO therefore conflicted
 *   Contains a single statement of wrong doing against a director that has 
already resigned and is therefore in no position to see – or respond to the 
allegations made in the boards findings
 *   Promises some vague and unspecified actions on a date that is months 
past the election date and months before a meeting where the board can be held 
to account should those actions not be up to standard.

Please – at this point I have to ask – why did the board not just make up its 
mind and write its statement without the independent investigation – because 
they may as well have.  If the board cannot see the blatant conflict of 
interest in what they are doing, and the TOTAL failing of corporate governance 
here then quite frankly, they do not deserve to hold their positions at all.

By not publishing the report itself – you remove ANY and ALL independence from 
the report as was demanded by this community and as was promised by this board 
– and I, as a member, am nothing short of insulted by the fact that this board 
could consider this community so stupid as to be willing to accept this 
absolute farce.

Disgusted – beyond belief

Andrew



From: Abibu Ntahigiye [mailto:abibu.ntahig...@gmail.com]
Sent: 06 May 2018 22:53
To: members-disc...@afrinic.net
Subject: [members-discuss] Board update on Governance Committee Report


Dear Afrinic Members,



The Board in March 2018, as per resolution 201803.391, tasked the Governance 
Committee (GC) to convene an investigation on allegations made by a staff 
member. The GC was requested to define the Terms of Reference (TORs) for an 
independent investigation, and to appoint an investigation committee.  The 
Board requested the findings to be reported by 30 April 2018.


The GC notified the community that they would deliver the report by 4 May 2018, 
and has submitted the report to the Board on 2 May 2018. The Board acknowledged 
receipt of the report. The Board is going to thoroughly consider the report and 
recommendations thereof, and will share with the community applicable actions 
and steps that will be taken in due course.


The Board has also been advised that in considering the report they need to be 
cognizant of issues of confidentiality and data protection.


With regards to allegations made against certain Board members, the Board can 
announce the following outcomes as derived from  the report:



  *   That there was a violation of the Non-Disclosure Agreement (NDA) and  
section 153 of the Companies Act 2001, by Mr Sunday Folayan.


  *   That there is no evidence whatsoever against Haitham El Nakhal of having 
breached the terms of the NDA and/or section 153 of the Companies Act 2001.



  *   That the Investigation Committee (IC) is satisfied that there was no 
evidence of harassment, bullying or intimidation by Board members.


The Board will re-evaluate the interim Chair and Vice Chair appointments that 
were made in resolution 201803.398.


With regards to allegations made against certain members of staff, the Board 
observed from the IC report  that there may have been inappropriate behaviour 
on the part of certain staff members.



The findings and recommendations related to staff matters will be addressed 
through necessary processes.


We appeal to the community to allow the Board time to consider the report 
carefully, and provide feedback to the community no later than 31 July 2018 on 
the next steps and how the recommendations will be implemented.



Kind regards



Abibu R. Ntahigiye

Chair, Afrinic Board.

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[Community-Discuss] Board update on Governance Committee report

[Abibu Ntahigiye]

Dear Afrinic Community,


The Board in March 2018, as per resolution 201803.391, tasked the
Governance Committee (GC) to convene an investigation on allegations made
by a staff member. The GC was requested to define the Terms of Reference
(TORs) for an independent investigation, and to appoint an investigation
committee.  The Board requested the findings to be reported by 30 April
2018.

The GC notified the community that they would deliver the report by 4 May
2018, and has submitted the report to the Board on 2 May 2018. The Board
acknowledged receipt of the report. The Board is going to thoroughly
consider the report and recommendations thereof, and will share with the
community applicable actions and steps that will be taken in due course.

The Board has also been advised that in considering the report they need to
be cognizant of issues of confidentiality and data protection.

With regards to allegations made against certain Board members, the Board
can announce the following outcomes as derived from  the report:



   -

   That there was a violation of the Non-Disclosure Agreement (NDA) and
section 153 of the Companies Act 2001, by Mr Sunday Folayan.



   -

   That there is no evidence whatsoever against Haitham El Nakhal of having
   breached the terms of the NDA and/or section 153 of the Companies Act 2001.



   -

   That the Investigation Committee (IC) is satisfied that there was no
   evidence of harassment, bullying or intimidation by Board members.


The Board will re-evaluate the interim Chair and Vice Chair appointments
that were made in resolution 201803.398.

With regards to allegations made against certain members of staff, the
Board observed from the IC report  that there may have been inappropriate
behaviour on the part of certain staff members.


The findings and recommendations related to staff matters will be addressed
through necessary processes.

We appeal to the community to allow the Board time to consider the report
carefully, and provide feedback to the community no later than 31 July 2018
on the next steps and how the recommendations will be implemented.


Kind regards



Abibu R. Ntahigiye

Chair, Afrinic Board.
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Re: [Community-Discuss] More meeting questions

[Andrew Alston]

A few more notes about the contestation of the notice of meeting.

I want to talk to the issue of precedent - because I have a fear that some may 
attempt to argue - without legal basis - that there is precedent found in the 
fact that the notice of meeting in the past did not contain similar information 
and the meeting went ahead.

To address this - I wish to bring the communities attention to article 12.3 of 
the bylaws:

12.3 Any irregularity in a notice of an Annual General Member Meeting shall be 
waived where all the members entitled to attend and vote at the Annual General 
Members' Meeting attend the said Meeting without protest as to the 
irregularity, or where all members agree to the waiver.

The critical part of this is that up until now no member entitled to attend and 
vote have protested the irregularity - therefore - past meetings were entirely 
valid.  However, that is no longer the case - as a member - I am entitled to 
attend the meeting - and I am formally protesting the irregularities in the 
notice of meeting - as such - the issue of precedent is a moot point.

I also need to bring the communities attention to the fact that this action is 
not without precedent in the internet community.  A very similar situation 
occurred with a late notice of meeting with the AMS-IX exchange in around 2004 
or 2005 I believe - and the board of AMS-IX did withdraw the meeting notice and 
reschedule - as they were legally required to do.

The records of this should still be on the AMS-IX mailing lists for those of 
you who are members of AMS-IX.

Thanks

Andrew



From: Andrew Alston [mailto:andrew.als...@liquidtelecom.com]
Sent: 05 May 2018 20:42
To: AFRINIC Board of Directors' List ; 
members-disc...@afrinic.net; community-discuss@afrinic.net
Subject: Re: [Community-Discuss] More meeting questions

Just to point out - that because clause 12.2.(d) explicitly refers to members - 
the argument as regards registered members and waiver is actually mute - 
because of the lack of information and the requirements for a valid meeting 
notice not being met - a waiver is required from *every* member - or in the 
alternative - every member participating in the meeting (and that includes 
online participation) without any protest as to the notice of meeting being 
invalid

Effectively - the board requires a unanimous resolution from the floor that 
includes online participants in the meeting that waives the flaws in the notice 
of meeting - not a majority - not a super majority - unanimous

Andrew


From: Andrew Alston
Sent: 05 May 2018 17:52
To: AFRINIC Board of Directors' List 
>; 
members-disc...@afrinic.net; 
community-discuss@afrinic.net
Subject: More meeting questions

Dear Board of Directors.

The fifth schedule of the companies act, section 2, sub-paragraph (b)(i) states:

(b) The notice shall state -
(i) the nature of the business to be transacted at the meeting in sufficient 
detail to enable a shareholder to form a reasoned judgment in relation to it; 
and

It further goes on to state in section 2(f) that clause 2(b) stand irrespective 
of the bylaws or constitution of the company.

The notice distributed for this meeting does not contain sufficient detail for 
any member to make reasoned judgement - there is:


  1.  No Audit report as supplied by the Audit Committee attached
  2.  There is no detail as regards the appointment of the auditor
  3.  The proposed fee structure as detailed in referenced in section 5.4 of 
the meeting notice contains no detail
  4.  The proposed budget was not distributed by the meeting notice (as 
referenced by section 5.3 of the meeting agenda)
  5.  There is nomcom report attached the meeting agenda

As such - this notice of meeting is invalid as per the companies act and as per 
section 12.2.(d) of the companies bylaws.

As such - you require the waiver of every participating member to continue with 
this meeting - anything else - and the meeting is simply not valid.  Unless of 
course the board wishes to play the registered members card and once again 
prove to this membership base that they are not considered full members of this 
organisation as has been the claim for years.  If this board wishes to make 
this claim - please state so explicitly - if not - please inform this community 
as to how you will go about seeking the waiver as is required by the companies 
act.

Thanks

Andrew

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