Dear ZANOG
ISPA notes that the Number Resource Society ("NRS") has recently circulated a statement claiming that "ISPA's bylaw plan turns your AFRINIC rights into a gym membership". By now, AFRINIC members should all be aware of the dubious reputation of NRS and know that any communication issued by that organisation is likely to be substantially untethered from facts.
Nonetheless, ISPA wishes to make the following clear:
* ISPA does not have a "bylaw plan". ISPA requested that its Mauritian legal team review the current AFRINIC Bylaws and highlight all of the areas where they conflict with Mauritian company law. In the interests of transparency, a first draft of this review was widely shared with ISPA's members and with the ZANOG technical community. Clearly, NRS representatives saw this draft and decided to use it to further misinform the AFRINIC community.
* ISPA's legal team identified the fact that AFRINIC Resource Members are not Registered Members of AFRINIC under Mauritian law as a key concern. This dissonance effectively means that many of the rights provided to Resource Members under the Bylaws can be legally challenged in Mauritius. Indeed, a number of the legal cases brought against AFRINIC over the past decade hinge on the fact that the Mauritian Companies Act limits many governance functions to Registered Members.
* ISPA's legal team has proposed amendments to the Bylaws that would make it clear that only the directors of AFRINIC are Registered Members of the organisation, as well as introducing Community Resolutions as a mechanism for ensuring that resource members can still participate in AFRINIC governance. This is one approach to resolving the problem, and ISPA freely acknowledges that it has both pros and cons.
* In the NRS communication, an alternative proposal is made, which is to include all AFRINIC Resource Members as Registered Members of the company. While theoretically interesting, this suggestion effectively means that all 2600-odd resource members would need to be registered with the Mauritian Registrar of Companies. This does not seem like a particularly practical solution.
* ISPA notes that submissions to the AFRINIC Bylaws Review Committee are only the first step on the review process, and that there will be a number of additional opportunities for stakeholders to provide input.
* ISPA trusts that its submission to the AFRINIC Bylaws Review Committee will be valuable in assisting the Committee in identifying portions of the Bylaws that are at odds with Mauritian company law so that those problems can all be remedied.
* ISPA also encourages AFRINIC resource members to make their own submissions https://afrinic.net/community-consultation-review-bylaws to AFRINIC. ISPA politely suggests that such submissions should be informed by consideration of the Bylaws themselves together with considered analysis from those who have AFRINIC's members' best interests at heart.
Kind regards
ISPA Secretariat
secretariat@ispa.org.za mailto:secretariat@ispa.org.za
Tel: 010 500 1200