Hi All,
I am going to refrain from commenting on my views on any candidates - other
than to say that I believe that directors of AfriNIC need to have business
and directorship experience, and we need to realize that the board does not
play a technical function, it runs a company, and in this case, a company
with deep seated legal issues (and probably political issues as well), and
in my view the only questions that really need answering about the
candidates are - do they have the business acumen and experience leading
corporate entities so they can resolve the issues we are faced with.
That being said, I did want to comment on the TISPA injunction.
Whoever thought this was a good idea - clearly hadn't read the bylaws. The
court order as it stands does not allow for any election to take place - it
is impossible to fully comply with the bylaws and hold an election at the
current time.
Let me explain:
a.) First - the bylaws specify that elections are held at a quorate AGMM -
at this point - it is not possible to get that quorum.
To elaborate on this - there is a claim that someone could ask the court to
appoint interim directors purely for the purpose of holding an election,
and this would make the meeting quorate. These claims are categorically
false.
Article 12.10.ii of the bylaws sets the quorum, and it is explicit, that
quorum is made up of 4 directors ELECTED to represent a region, 1 director
ELECTED as a non-regional director, and 5 resource members. Key to this is
the word ELECTED - appointed directors do not count towards quorum.
b.) The bylaws explicitly state a list of things that have to be in the
notice of meeting, and that said notice of meeting has to be distributed to
the secretary, every member, every director and the auditor of the
company. The company currently has no auditor - hence - article 12.2.i
cannot be complied with
c.) In the event of (b) not being complied with - a waiver can be granted
if *every* member, unanimously, agrees to waive the irregularity in the
notice of meeting. I do not see that happening.
d.) Article 12.14 permits members to submit proposals to be heard at an
AGMM. Said proposals have to be submitted to the board - we currently have
no board - making it impossible to comply with article 12.14
e.) Under the bylaws directors are appointed in a specific sequence - again
- this is hugely problematic in terms of an election that complies to the
bylaws, since, members are explicitly elected to hold a 3 year term, and
the bylaws don't allow for that to be altered, which breaks the sequential
election (This is found in article 13.5/13.6)
f.) The only variation of (e) is the powers granted to the board to elect
to fulfill a casual vacancy - but that power is only granted to a sitting
board - which we don't have - and said board members would not count
towards quorum anyway due to point (a)
Effectively, what the TISPA injunction does, is order something that is
fundamentally impossible - and hence - that order is now going to have to
be challenged, and overturned, because if an attempt is made to hold an
election while that order stands - the election can be challenged by anyone
for not complying with the bylaws and its back to square one we go.
Basically, that injunction by TISPA was clearly done without any
understanding of what they were asking the court for, and accomplishes
absolutely nothing other than to ensure further delays and create more
grounds under which people can dispute any election that is held. It was,
in my opinion, short sighted, showed a complete lack of knowledge and
homework into the bylaws, and does nothing but hurt the chances of us ever
getting AfriNIC back on its feet.
It would not surprise me in the slightest if the new ICP-2 document comes
into force before we actually get an election and it also would not shock
me in the slightest if AfriNIC was then replaced should that happen -
because its clear that the community in Africa is not acting in a manner
consistent with fixing AfriNIC - if they were - the election would be
proceeding.
Just my thoughts
Andrew
