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
Having heard the discussions from TISPA’s perspective, the issues I see to address is more:
1) These POAs that was asked for: will they have the same power as proxies? Will they also be limited to 5x “proxies”? Who is holding those POAs?
2) Why the need suddenly of the notarizations? it is adding onerous requirements not according to the by laws.
3) We still need clarification of the CIL adding and removal to the board, also the other removals?
and I don’t see you responding to those issues Andrew. I don’t see TISPA etc. not arguing the points you’ve raised, but more these issues you are not addressing below.
--- Hendrik Visage
On 16 Jun 2025, at 15:34, Andrew Alston via zanog-discuss zanog-discuss@lists.nog.net.za wrote:
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
_______________________________________________ zanog-discuss mailing list -- zanog-discuss@lists.nog.net.za To unsubscribe send an email to zanog-discuss-leave@lists.nog.net.za
---
Hendrik Visage
hvisage@hevis.co.za
HeViS.Co Systems Pty Ltd
Hendrik,
Firstly, I believe that those requirements were put in place to prevent what had clearly happened in the past, where certain organisations and individuals were going around asking admin contacts to hand over their afrinic details so they could vote on their behalf. Basically, there was a need to protect from election rigging.
I know such requests went out because I'm in possession of such a letter. Basically, people were asking technical folk to hand over their voting rights (and may or may not have been offering to pay for it), the notarization prevents this from happening, and in my view, was critical for a more secure voting process. If you think about it logically, it is *far* more difficult to get a director of a company to go and hand you power of attorney / notarized letters than it is to get some random techie who happens to have voting rights to hand over those rights.
I have no idea how or why CIL was made a registered member - or how they were removed - and it raises troubling questions - but none of those questions were either asked or answered by the court order that we find ourselves with. I believe that once a board is constituted - and I've said this to multiple board candidates, I would hope that the first thing the board does is a full forensic audit of the organisation, and then we may get clarity on such issues.
But - It starts with being able to have a functional board - and the TISPA order prevents any election because it is not possible to actually follow the court order. That's just hard fact.
If there is evidence that the election was somehow being rigged under the new system, let's see the evidence, and then make a call, but right now, we do not have that evidence - all we have is a court order making re-constitution of the afrinic board impossible. I have also requested that TISPA disclose the request under which this order was granted, and I am curious to see if they are willing to do so, especially since the order makes it clear that TISPA is directly liable for any damages that result from the issuing of the order should the order be overturned.
THanks
Andrew
Andrew
On Mon, Jun 16, 2025 at 5:11 PM Hendrik Visage hvisage@hevis.co.za wrote:
Having heard the discussions from TISPA’s perspective, the issues I see to address is more:
- These POAs that was asked for: will they have the same power as
proxies? Will they also be limited to 5x “proxies”? Who is holding those POAs?
- Why the need suddenly of the notarizations? it is adding onerous
requirements not according to the by laws.
- We still need clarification of the CIL adding and removal to the board,
also the other removals?
and I don’t see you responding to those issues Andrew. I don’t see TISPA etc. not arguing the points you’ve raised, but more these issues you are not addressing below.
Hendrik Visage
On 16 Jun 2025, at 15:34, Andrew Alston via zanog-discuss < zanog-discuss@lists.nog.net.za> wrote:
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
zanog-discuss mailing list -- zanog-discuss@lists.nog.net.za To unsubscribe send an email to zanog-discuss-leave@lists.nog.net.za
Hendrik Visage
hvisage@hevis.co.za
HeViS.Co Systems Pty Ltd
On 16 Jun 2025, at 16:38, Andrew Alston aa@alstonnetworks.net wrote:
Hendrik,
Firstly, I believe that those requirements were put in place to prevent what had clearly happened in the past, where certain organisations and individuals were going around asking admin contacts to hand over their afrinic details so they could vote on their behalf. Basically, there was a need to protect from election rigging.
well… the OR haven’t stated anything about the POAs… so that leaves a big question of impartiality and validity
As much as these *looks* like and attempt to prevent it, it really seems like it made things easier for NRS to obtain those votes for their POA’d “clients” and there in lies a big question that the OR haven’t answered.
I know such requests went out because I'm in possession of such a letter. Basically, people were asking technical folk to hand over their voting rights (and may or may not have been offering to pay for it), the notarization prevents this from happening,
Does it? The OR haven’t addressed that in public yet.
and in my view, was critical for a more secure voting process.
Depends, as the notarization process adds onerous demands on members, that suddenly asks for how to do it for members that doesn’t have that process in place for their country? And why the sudden costs associated with the notarization? question I’ve been wondering, and the OR stayed silent on.
If you think about it logically, it is *far* more difficult to get a director of a company to go and hand you power of attorney / notarized letters than it is to get some random techie who happens to have voting rights to hand over those rights.
So, it makes it easier for those that get “support” from a POA’d support from a company like NRS that has the POA to act accordingly and pay for the votes.
I have no idea how or why CIL was made a registered member - or how they were removed - and it raises troubling questions - but none of those questions were either asked or answered by the court order that we find ourselves with. I believe that once a board is constituted - and I've said this to multiple board candidates, I would hope that the first thing the board does is a full forensic audit of the organisation, and then we may get clarity on such issues.
That is the problems Andrew that should be answered… else how sure are you that you aren;t entering into a rigged election to start with?
But - It starts with being able to have a functional board - and the TISPA order prevents any election because it is not possible to actually follow the court order. That's just hard fact.
I don’t disagree, but the issue stays: We aren’t fighting for a proper election, we are now infighting for the election we *HOPE* will solve the problems, and are starving to have… just, is that election being fight in the right manner and why the OR’s silence on these issues?
If there is evidence that the election was somehow being rigged under the new system, let's see the evidence, and then make a call, but right now, we do not have that evidence
- The notarization requests *sounds* good, but why the sudden requirement? - why the members that got added post OR appointment being excluded? - why the member that paid for resouces on receipt of invoice, and not issued resources, are prevented from voting? - The OR haven’t stated anything about the POAs and how that will be handled - The addition of CIL to the board immediately added serious suspicion and no clarification from the OR
- all we have is a court order making re-constitution of the afrinic board impossible. I have also requested that TISPA disclose the request under which this order was granted, and I am curious to see if they are willing to do so, especially since the order makes it clear that TISPA is directly liable for any damages that result from the issuing of the order should the order be overturned.
Also awaiting that, but the main points they claim, are based on https://tispa.or.tz/post/36/
THanks
Andrew
Andrew
On Mon, Jun 16, 2025 at 5:11 PM Hendrik Visage <hvisage@hevis.co.zamailto:hvisage@hevis.co.za> wrote: Having heard the discussions from TISPA’s perspective, the issues I see to address is more:
1) These POAs that was asked for: will they have the same power as proxies? Will they also be limited to 5x “proxies”? Who is holding those POAs?
2) Why the need suddenly of the notarizations? it is adding onerous requirements not according to the by laws.
3) We still need clarification of the CIL adding and removal to the board, also the other removals?
and I don’t see you responding to those issues Andrew. I don’t see TISPA etc. not arguing the points you’ve raised, but more these issues you are not addressing below.
--- Hendrik Visage
On 16 Jun 2025, at 15:34, Andrew Alston via zanog-discuss <zanog-discuss@lists.nog.net.zamailto:zanog-discuss@lists.nog.net.za> wrote:
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
_______________________________________________ zanog-discuss mailing list -- zanog-discuss@lists.nog.net.zamailto:zanog-discuss@lists.nog.net.za To unsubscribe send an email to zanog-discuss-leave@lists.nog.net.zamailto:zanog-discuss-leave@lists.nog.net.za
---
Hendrik Visage
hvisage@hevis.co.zamailto:hvisage@hevis.co.za
HeViS.Co Systems Pty Ltd
https://www.envisage.co.zahttps://www.envisage.co.za/
---
Hendrik Visage
hvisage@hevis.co.za
HeViS.Co Systems Pty Ltd
Just as a clarification - CIL was never added to the board - they were added to the list of registered members. That gave them exactly zero power than a normal member does not have - since the bylaws delegate power to resource member.
The rationale behind exclusion of members post September 2023 is found in the very court order that TISPA cites as wanting compliance with I believe - and is the same rationale as to why resources haven't been allocated. The Order dated the 12th of September 2023 orders that the receiver preserve the status quo from the date of that order.
See: https://afrinic.net/ast/Court_Order_Redacted.pdf
As regards power of attorney - I would imagine that stems from the 5th schedule of the companies act - specifically 5th schedule section 6.(d).(ii) that states that no proxy shall be effective in relation to a meeting unless a copy of the notice of appointment is produced before the start of the meeting, and should include any power of attorney or other authority under which the proxy is signed.
The bylaws limit the number of proxies that can be held by a single voting individual to 5 proxies maximum - and I would say the companies act pretty explicitly states that you either vote yourself, or via proxy - therefore the limitation should still apply.
That's just my view on this - but I think where you and I disagree is that getting a blanket court injunction that effectively prevents ANY election from occurring is in any way shape or form a sane strategy. And that is exactly what the order does - it doesn't allow for an election we hope to have, it blocks any election and leaves the company in further limbo. Basically, instead of us getting to the point where the company can function, the order before us ensures that we cannot get to that point, in any way shape or form.
I've read the TISPA statement - and the TISPA statement also seems to imply (though doesn't explicitly state) that there was ICANN agreement with this strategy of blocking the whole election - and I seriously doubt that's the case (and I've been reliably informed that ICANN had nothing to do with this strategy, but I will not speak for them, and my information comes second hand)
Thanks
Andrew
On Mon, Jun 16, 2025 at 6:15 PM Hendrik Visage hvisage@hevis.co.za wrote:
On 16 Jun 2025, at 16:38, Andrew Alston aa@alstonnetworks.net wrote:
Hendrik,
Firstly, I believe that those requirements were put in place to prevent what had clearly happened in the past, where certain organisations and individuals were going around asking admin contacts to hand over their afrinic details so they could vote on their behalf. Basically, there was a need to protect from election rigging.
well… the OR haven’t stated anything about the POAs… so that leaves a big question of impartiality and validity
As much as these *looks* like and attempt to prevent it, it really seems like it made things easier for NRS to obtain those votes for their POA’d “clients” and there in lies a big question that the OR haven’t answered.
I know such requests went out because I'm in possession of such a letter. Basically, people were asking technical folk to hand over their voting rights (and may or may not have been offering to pay for it), the notarization prevents this from happening,
Does it? The OR haven’t addressed that in public yet.
and in my view, was critical for a more secure voting process.
Depends, as the notarization process adds onerous demands on members, that suddenly asks for how to do it for members that doesn’t have that process in place for their country? And why the sudden costs associated with the notarization? question I’ve been wondering, and the OR stayed silent on.
If you think about it logically, it is *far* more difficult to get a director of a company to go and hand you power of attorney / notarized letters than it is to get some random techie who happens to have voting rights to hand over those rights.
So, it makes it easier for those that get “support” from a POA’d support from a company like NRS that has the POA to act accordingly and pay for the votes.
I have no idea how or why CIL was made a registered member - or how they were removed - and it raises troubling questions - but none of those questions were either asked or answered by the court order that we find ourselves with. I believe that once a board is constituted - and I've said this to multiple board candidates, I would hope that the first thing the board does is a full forensic audit of the organisation, and then we may get clarity on such issues.
That is the problems Andrew that should be answered… else how sure are you that you aren;t entering into a rigged election to start with?
But - It starts with being able to have a functional board - and the TISPA order prevents any election because it is not possible to actually follow the court order. That's just hard fact.
I don’t disagree, but the issue stays: We aren’t fighting for a proper election, we are now infighting for the election we *HOPE* will solve the problems, and are starving to have… just, is that election being fight in the right manner and why the OR’s silence on these issues?
If there is evidence that the election was somehow being rigged under the new system, let's see the evidence, and then make a call, but right now, we do not have that evidence
- The notarization requests *sounds* good, but why the sudden requirement?
- why the members that got added post OR appointment being excluded?
- why the member that paid for resouces on receipt of invoice, and not
issued resources, are prevented from voting?
- The OR haven’t stated anything about the POAs and how that will be
handled
- The addition of CIL to the board immediately added serious suspicion and
no clarification from the OR
- all we have is a court order making re-constitution of the afrinic board
impossible. I have also requested that TISPA disclose the request under which this order was granted, and I am curious to see if they are willing to do so, especially since the order makes it clear that TISPA is directly liable for any damages that result from the issuing of the order should the order be overturned.
Also awaiting that, but the main points they claim, are based on https://tispa.or.tz/post/36/
THanks
Andrew
Andrew
On Mon, Jun 16, 2025 at 5:11 PM Hendrik Visage hvisage@hevis.co.za wrote:
Having heard the discussions from TISPA’s perspective, the issues I see to address is more:
- These POAs that was asked for: will they have the same power as
proxies? Will they also be limited to 5x “proxies”? Who is holding those POAs?
- Why the need suddenly of the notarizations? it is adding onerous
requirements not according to the by laws.
- We still need clarification of the CIL adding and removal to the
board, also the other removals?
and I don’t see you responding to those issues Andrew. I don’t see TISPA etc. not arguing the points you’ve raised, but more these issues you are not addressing below.
Hendrik Visage
On 16 Jun 2025, at 15:34, Andrew Alston via zanog-discuss < zanog-discuss@lists.nog.net.za> wrote:
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
zanog-discuss mailing list -- zanog-discuss@lists.nog.net.za To unsubscribe send an email to zanog-discuss-leave@lists.nog.net.za
Hendrik Visage
hvisage@hevis.co.za
HeViS.Co Systems Pty Ltd
Hendrik Visage
hvisage@hevis.co.za
HeViS.Co Systems Pty Ltd
On 16 Jun 2025, at 18:09, Andrew Alston via zanog-discuss wrote:
The bylaws limit the number of proxies that can be held by a single voting individual to 5 proxies maximum - and I would say the companies act pretty explicitly states that you either vote yourself, or via proxy - therefore the limitation should still apply.
IANAL, but i’m willing to bet, that the sudden increase in POAs (which, we all agree was never really a “thing” before) points to someone being willing to argue that the “limit” did not apply to this. either way, it would be best to get that clarified so there is no room for confusion.
That's just my view on this - but I think where you and I disagree is that getting a blanket court injunction that effectively prevents ANY election from occurring is in any way shape or form a sane strategy. And that is exactly what the order does - it doesn't allow for an election we hope to have, it blocks any election and leaves the company in further limbo. Basically, instead of us getting to the point where the company can function, the order before us ensures that we cannot get to that point, in any way shape or form.
i’m curious why you think that a court variation would not be applicable here? as in, something like:
“we, the court, vary the order <blah> granted on <blah> to include <blah-blah> .. “ .. since that’s already a strategy that has been done before. it seems reasonable to me that TISPA’s strategy might have been: a) delay the election until $issues are fixed; b) apply for a variation to include XYZ that will allow the election to proceed in line with supporting _as many bylaws as possible_
even as i write that, i see the difficulty attached to (b).
but i also appreciate that the previous election attempt: - introduced a new avenue of attack (the questionable POAs); - disenfranchised valid, paid-up members from their right to vote; - could have had better oversight, and been a lot more transparent through the inclusion of bodies like the other RIRs; - […] etc.
i believe that afrinic making a good faith attempt to address these issues, _before_ trying to force a hasty, poorly-explained, non-consultative election on the afrinic membership would have achieved a better outcome.
like you, (and i guess every other member who wants to see afrinic restored) i want the election to proceed. and, i still think that there exists a path forward; via the appropriate variations to the court order.
fwiw, i sat in on the call that noah (TISPA) had with the CMNOG audience this afternoon, and, i asked noah the same question. noah’s reasonable answer echoed my expectations (what i wrote above about getting a variation).
ergo me being curious to know, why you think this is a non-starter?
-n.
If you read the order that they cited from the 12th of September in it’s entirely the court already acknowledged that compliance with the bylaws wasn’t practical but directed the election to proceed irrespective of that.
Secondly - I keep hearing about these POAs - do we have numbers or evidence of these? Because what I have heard so far is nothing more than speculation, and I until I see evidence of such, I have a very hard time believing that directors of companies would hand out power of attorney to third parties in this manner. To do so would be nothing short of insane - a POA is a not something you just hand out. Are we blocking an election based purely on speculation or is there real evidence?
Thirdly - while I agree the new member thing is problematic - I would like to know of the 2200+ members how many members we are talking about. The problem with the new members post September 2023 is that without a delegation of authority from the previous legitimate board, and in the absence of a chief executive officer, there is no one who could bind AfriNIC to a contractual relationship other than the recover himself. This calls into question the legal validity of any MSA signed post September 2023 unless it was signed by the OR.
On a forth note - I honestly do believe that the procedure in place makes it harder - not easier - to rig the election, since under the old system any techie with the right to vote could hand out their password and let someone vote on their behalf, that became impossible under the new system, so I actually applaud the new checks and balances to ensure a legitimate vote.
Finally - the functions of the nomcom as described in section 9.2 (I believe it’s 9.2 - don’t have the bylaws in front of me) have been fulfilled to the letter of the bylaws. I also note the bylaws explicitly say that the board of directors appoints the nomcom - we have no board - and that the chief executive officer appoints the election comm - we have no ceo and in his place we have a receiver, who has explicit authority to do this.
The limits of the receivers authority are made clear in that September 12th order when you read it in conjunction with the eighth schedule of the insolvency act.
I have also asked repeatedly for TISPA to share the application made to the court to get this order, and I find it ironic that people are crying about transparency yet no one cares about the fact that the member base is not getting any transparency into what that application actually said, and therefore cannot gauge the truthfulness of what was submitted to the court. Let’s see the application - that’s called transparency.
Andrew
On Mon, 16 Jun 2025 at 23:38, Nishal Goburdhan via zanog-discuss < zanog-discuss@lists.nog.net.za> wrote:
On 16 Jun 2025, at 18:09, Andrew Alston via zanog-discuss wrote:
The bylaws limit the number of proxies that can be held by a single
voting
individual to 5 proxies maximum - and I would say the companies act
pretty
explicitly states that you either vote yourself, or via proxy - therefore the limitation should still apply.
IANAL, but i’m willing to bet, that the sudden increase in POAs (which, we all agree was never really a “thing” before) points to someone being willing to argue that the “limit” did not apply to this. either way, it would be best to get that clarified so there is no room for confusion.
That's just my view on this - but I think where you and I disagree is
that
getting a blanket court injunction that effectively prevents ANY election from occurring is in any way shape or form a sane strategy. And that is exactly what the order does - it doesn't allow for an election we hope to have, it blocks any election and leaves the company in further limbo. Basically, instead of us getting to the point where the company can function, the order before us ensures that we cannot get to that point,
in
any way shape or form.
i’m curious why you think that a court variation would not be applicable here? as in, something like:
“we, the court, vary the order <blah> granted on <blah> to include <blah-blah> .. “ .. since that’s already a strategy that has been done before. it seems reasonable to me that TISPA’s strategy might have been: a) delay the election until $issues are fixed; b) apply for a variation to include XYZ that will allow the election to proceed in line with supporting _as many bylaws as possible_
even as i write that, i see the difficulty attached to (b).
but i also appreciate that the previous election attempt:
- introduced a new avenue of attack (the questionable POAs);
- disenfranchised valid, paid-up members from their right to vote;
- could have had better oversight, and been a lot more transparent through
the inclusion of bodies like the other RIRs;
- […] etc.
i believe that afrinic making a good faith attempt to address these issues, _before_ trying to force a hasty, poorly-explained, non-consultative election on the afrinic membership would have achieved a better outcome.
like you, (and i guess every other member who wants to see afrinic restored) i want the election to proceed. and, i still think that there exists a path forward; via the appropriate variations to the court order.
fwiw, i sat in on the call that noah (TISPA) had with the CMNOG audience this afternoon, and, i asked noah the same question. noah’s reasonable answer echoed my expectations (what i wrote above about getting a variation).
ergo me being curious to know, why you think this is a non-starter?
-n. _______________________________________________ zanog-discuss mailing list -- zanog-discuss@lists.nog.net.za To unsubscribe send an email to zanog-discuss-leave@lists.nog.net.za
Andrew which member you represent here?
On Tue, Jun 17, 2025 at 6:57 AM Andrew Alston via zanog-discuss < zanog-discuss@lists.nog.net.za> wrote:
If you read the order that they cited from the 12th of September in it’s entirely the court already acknowledged that compliance with the bylaws wasn’t practical but directed the election to proceed irrespective of that.
Secondly - I keep hearing about these POAs - do we have numbers or evidence of these? Because what I have heard so far is nothing more than speculation, and I until I see evidence of such, I have a very hard time believing that directors of companies would hand out power of attorney to third parties in this manner. To do so would be nothing short of insane - a POA is a not something you just hand out. Are we blocking an election based purely on speculation or is there real evidence?
Thirdly - while I agree the new member thing is problematic - I would like to know of the 2200+ members how many members we are talking about. The problem with the new members post September 2023 is that without a delegation of authority from the previous legitimate board, and in the absence of a chief executive officer, there is no one who could bind AfriNIC to a contractual relationship other than the recover himself. This calls into question the legal validity of any MSA signed post September 2023 unless it was signed by the OR.
On a forth note - I honestly do believe that the procedure in place makes it harder - not easier - to rig the election, since under the old system any techie with the right to vote could hand out their password and let someone vote on their behalf, that became impossible under the new system, so I actually applaud the new checks and balances to ensure a legitimate vote.
Finally - the functions of the nomcom as described in section 9.2 (I believe it’s 9.2 - don’t have the bylaws in front of me) have been fulfilled to the letter of the bylaws. I also note the bylaws explicitly say that the board of directors appoints the nomcom - we have no board - and that the chief executive officer appoints the election comm - we have no ceo and in his place we have a receiver, who has explicit authority to do this.
The limits of the receivers authority are made clear in that September 12th order when you read it in conjunction with the eighth schedule of the insolvency act.
I have also asked repeatedly for TISPA to share the application made to the court to get this order, and I find it ironic that people are crying about transparency yet no one cares about the fact that the member base is not getting any transparency into what that application actually said, and therefore cannot gauge the truthfulness of what was submitted to the court. Let’s see the application - that’s called transparency.
Andrew
On Mon, 16 Jun 2025 at 23:38, Nishal Goburdhan via zanog-discuss < zanog-discuss@lists.nog.net.za> wrote:
On 16 Jun 2025, at 18:09, Andrew Alston via zanog-discuss wrote:
The bylaws limit the number of proxies that can be held by a single
voting
individual to 5 proxies maximum - and I would say the companies act
pretty
explicitly states that you either vote yourself, or via proxy -
therefore
the limitation should still apply.
IANAL, but i’m willing to bet, that the sudden increase in POAs (which, we all agree was never really a “thing” before) points to someone being willing to argue that the “limit” did not apply to this. either way, it would be best to get that clarified so there is no room for confusion.
That's just my view on this - but I think where you and I disagree is
that
getting a blanket court injunction that effectively prevents ANY
election
from occurring is in any way shape or form a sane strategy. And that is exactly what the order does - it doesn't allow for an election we hope
to
have, it blocks any election and leaves the company in further limbo. Basically, instead of us getting to the point where the company can function, the order before us ensures that we cannot get to that point,
in
any way shape or form.
i’m curious why you think that a court variation would not be applicable here? as in, something like:
“we, the court, vary the order <blah> granted on <blah> to include <blah-blah> .. “ .. since that’s already a strategy that has been done before. it seems reasonable to me that TISPA’s strategy might have been: a) delay the election until $issues are fixed; b) apply for a variation to include XYZ that will allow the election to proceed in line with supporting _as many bylaws as possible_
even as i write that, i see the difficulty attached to (b).
but i also appreciate that the previous election attempt:
- introduced a new avenue of attack (the questionable POAs);
- disenfranchised valid, paid-up members from their right to vote;
- could have had better oversight, and been a lot more transparent
through the inclusion of bodies like the other RIRs;
- […] etc.
i believe that afrinic making a good faith attempt to address these issues, _before_ trying to force a hasty, poorly-explained, non-consultative election on the afrinic membership would have achieved a better outcome.
like you, (and i guess every other member who wants to see afrinic restored) i want the election to proceed. and, i still think that there exists a path forward; via the appropriate variations to the court order.
fwiw, i sat in on the call that noah (TISPA) had with the CMNOG audience this afternoon, and, i asked noah the same question. noah’s reasonable answer echoed my expectations (what i wrote above about getting a variation).
ergo me being curious to know, why you think this is a non-starter?
-n. _______________________________________________ zanog-discuss mailing list -- zanog-discuss@lists.nog.net.za To unsubscribe send an email to zanog-discuss-leave@lists.nog.net.za
zanog-discuss mailing list -- zanog-discuss@lists.nog.net.za To unsubscribe send an email to zanog-discuss-leave@lists.nog.net.za
On the ZANOG List,
I represent myself - and make no claims to represent anyone else.
On the members list, I am the registered contact for several academic organisations.
Thanks
Andrew
On Tue, Jun 17, 2025 at 9:12 AM Amin Dayekh admin@megamore.ng wrote:
Andrew which member you represent here?
On Tue, Jun 17, 2025 at 6:57 AM Andrew Alston via zanog-discuss < zanog-discuss@lists.nog.net.za> wrote:
If you read the order that they cited from the 12th of September in it’s entirely the court already acknowledged that compliance with the bylaws wasn’t practical but directed the election to proceed irrespective of that.
Secondly - I keep hearing about these POAs - do we have numbers or evidence of these? Because what I have heard so far is nothing more than speculation, and I until I see evidence of such, I have a very hard time believing that directors of companies would hand out power of attorney to third parties in this manner. To do so would be nothing short of insane - a POA is a not something you just hand out. Are we blocking an election based purely on speculation or is there real evidence?
Thirdly - while I agree the new member thing is problematic - I would like to know of the 2200+ members how many members we are talking about. The problem with the new members post September 2023 is that without a delegation of authority from the previous legitimate board, and in the absence of a chief executive officer, there is no one who could bind AfriNIC to a contractual relationship other than the recover himself. This calls into question the legal validity of any MSA signed post September 2023 unless it was signed by the OR.
On a forth note - I honestly do believe that the procedure in place makes it harder - not easier - to rig the election, since under the old system any techie with the right to vote could hand out their password and let someone vote on their behalf, that became impossible under the new system, so I actually applaud the new checks and balances to ensure a legitimate vote.
Finally - the functions of the nomcom as described in section 9.2 (I believe it’s 9.2 - don’t have the bylaws in front of me) have been fulfilled to the letter of the bylaws. I also note the bylaws explicitly say that the board of directors appoints the nomcom - we have no board - and that the chief executive officer appoints the election comm - we have no ceo and in his place we have a receiver, who has explicit authority to do this.
The limits of the receivers authority are made clear in that September 12th order when you read it in conjunction with the eighth schedule of the insolvency act.
I have also asked repeatedly for TISPA to share the application made to the court to get this order, and I find it ironic that people are crying about transparency yet no one cares about the fact that the member base is not getting any transparency into what that application actually said, and therefore cannot gauge the truthfulness of what was submitted to the court. Let’s see the application - that’s called transparency.
Andrew
On Mon, 16 Jun 2025 at 23:38, Nishal Goburdhan via zanog-discuss < zanog-discuss@lists.nog.net.za> wrote:
On 16 Jun 2025, at 18:09, Andrew Alston via zanog-discuss wrote:
The bylaws limit the number of proxies that can be held by a single
voting
individual to 5 proxies maximum - and I would say the companies act
pretty
explicitly states that you either vote yourself, or via proxy -
therefore
the limitation should still apply.
IANAL, but i’m willing to bet, that the sudden increase in POAs (which, we all agree was never really a “thing” before) points to someone being willing to argue that the “limit” did not apply to this. either way, it would be best to get that clarified so there is no room for confusion.
That's just my view on this - but I think where you and I disagree is
that
getting a blanket court injunction that effectively prevents ANY
election
from occurring is in any way shape or form a sane strategy. And that
is
exactly what the order does - it doesn't allow for an election we hope
to
have, it blocks any election and leaves the company in further limbo. Basically, instead of us getting to the point where the company can function, the order before us ensures that we cannot get to that
point, in
any way shape or form.
i’m curious why you think that a court variation would not be applicable here? as in, something like:
“we, the court, vary the order <blah> granted on <blah> to include <blah-blah> .. “ .. since that’s already a strategy that has been done before. it seems reasonable to me that TISPA’s strategy might have been: a) delay the election until $issues are fixed; b) apply for a variation to include XYZ that will allow the election to proceed in line with supporting _as many bylaws as possible_
even as i write that, i see the difficulty attached to (b).
but i also appreciate that the previous election attempt:
- introduced a new avenue of attack (the questionable POAs);
- disenfranchised valid, paid-up members from their right to vote;
- could have had better oversight, and been a lot more transparent
through the inclusion of bodies like the other RIRs;
- […] etc.
i believe that afrinic making a good faith attempt to address these issues, _before_ trying to force a hasty, poorly-explained, non-consultative election on the afrinic membership would have achieved a better outcome.
like you, (and i guess every other member who wants to see afrinic restored) i want the election to proceed. and, i still think that there exists a path forward; via the appropriate variations to the court order.
fwiw, i sat in on the call that noah (TISPA) had with the CMNOG audience this afternoon, and, i asked noah the same question. noah’s reasonable answer echoed my expectations (what i wrote above about getting a variation).
ergo me being curious to know, why you think this is a non-starter?
-n. _______________________________________________ zanog-discuss mailing list -- zanog-discuss@lists.nog.net.za To unsubscribe send an email to zanog-discuss-leave@lists.nog.net.za
zanog-discuss mailing list -- zanog-discuss@lists.nog.net.za To unsubscribe send an email to zanog-discuss-leave@lists.nog.net.za
thanks Andrew. I was of the impression that you are with Liquid, and Ben is a candidate, which got me confused
On Tue, Jun 17, 2025 at 7:20 AM Andrew Alston aa@alstonnetworks.net wrote:
On the ZANOG List,
I represent myself - and make no claims to represent anyone else.
On the members list, I am the registered contact for several academic organisations.
Thanks
Andrew
On Tue, Jun 17, 2025 at 9:12 AM Amin Dayekh admin@megamore.ng wrote:
Andrew which member you represent here?
On Tue, Jun 17, 2025 at 6:57 AM Andrew Alston via zanog-discuss < zanog-discuss@lists.nog.net.za> wrote:
If you read the order that they cited from the 12th of September in it’s entirely the court already acknowledged that compliance with the bylaws wasn’t practical but directed the election to proceed irrespective of that.
Secondly - I keep hearing about these POAs - do we have numbers or evidence of these? Because what I have heard so far is nothing more than speculation, and I until I see evidence of such, I have a very hard time believing that directors of companies would hand out power of attorney to third parties in this manner. To do so would be nothing short of insane - a POA is a not something you just hand out. Are we blocking an election based purely on speculation or is there real evidence?
Thirdly - while I agree the new member thing is problematic - I would like to know of the 2200+ members how many members we are talking about. The problem with the new members post September 2023 is that without a delegation of authority from the previous legitimate board, and in the absence of a chief executive officer, there is no one who could bind AfriNIC to a contractual relationship other than the recover himself. This calls into question the legal validity of any MSA signed post September 2023 unless it was signed by the OR.
On a forth note - I honestly do believe that the procedure in place makes it harder - not easier - to rig the election, since under the old system any techie with the right to vote could hand out their password and let someone vote on their behalf, that became impossible under the new system, so I actually applaud the new checks and balances to ensure a legitimate vote.
Finally - the functions of the nomcom as described in section 9.2 (I believe it’s 9.2 - don’t have the bylaws in front of me) have been fulfilled to the letter of the bylaws. I also note the bylaws explicitly say that the board of directors appoints the nomcom - we have no board - and that the chief executive officer appoints the election comm - we have no ceo and in his place we have a receiver, who has explicit authority to do this.
The limits of the receivers authority are made clear in that September 12th order when you read it in conjunction with the eighth schedule of the insolvency act.
I have also asked repeatedly for TISPA to share the application made to the court to get this order, and I find it ironic that people are crying about transparency yet no one cares about the fact that the member base is not getting any transparency into what that application actually said, and therefore cannot gauge the truthfulness of what was submitted to the court. Let’s see the application - that’s called transparency.
Andrew
On Mon, 16 Jun 2025 at 23:38, Nishal Goburdhan via zanog-discuss < zanog-discuss@lists.nog.net.za> wrote:
On 16 Jun 2025, at 18:09, Andrew Alston via zanog-discuss wrote:
The bylaws limit the number of proxies that can be held by a single
voting
individual to 5 proxies maximum - and I would say the companies act
pretty
explicitly states that you either vote yourself, or via proxy -
therefore
the limitation should still apply.
IANAL, but i’m willing to bet, that the sudden increase in POAs (which, we all agree was never really a “thing” before) points to someone being willing to argue that the “limit” did not apply to this. either way, it would be best to get that clarified so there is no room for confusion.
That's just my view on this - but I think where you and I disagree is
that
getting a blanket court injunction that effectively prevents ANY
election
from occurring is in any way shape or form a sane strategy. And that
is
exactly what the order does - it doesn't allow for an election we
hope to
have, it blocks any election and leaves the company in further limbo. Basically, instead of us getting to the point where the company can function, the order before us ensures that we cannot get to that
point, in
any way shape or form.
i’m curious why you think that a court variation would not be applicable here? as in, something like:
“we, the court, vary the order <blah> granted on <blah> to include <blah-blah> .. “ .. since that’s already a strategy that has been done before. it seems reasonable to me that TISPA’s strategy might have been: a) delay the election until $issues are fixed; b) apply for a variation to include XYZ that will allow the election to proceed in line with supporting _as many bylaws as possible_
even as i write that, i see the difficulty attached to (b).
but i also appreciate that the previous election attempt:
- introduced a new avenue of attack (the questionable POAs);
- disenfranchised valid, paid-up members from their right to vote;
- could have had better oversight, and been a lot more transparent
through the inclusion of bodies like the other RIRs;
- […] etc.
i believe that afrinic making a good faith attempt to address these issues, _before_ trying to force a hasty, poorly-explained, non-consultative election on the afrinic membership would have achieved a better outcome.
like you, (and i guess every other member who wants to see afrinic restored) i want the election to proceed. and, i still think that there exists a path forward; via the appropriate variations to the court order.
fwiw, i sat in on the call that noah (TISPA) had with the CMNOG audience this afternoon, and, i asked noah the same question. noah’s reasonable answer echoed my expectations (what i wrote above about getting a variation).
ergo me being curious to know, why you think this is a non-starter?
-n. _______________________________________________ zanog-discuss mailing list -- zanog-discuss@lists.nog.net.za To unsubscribe send an email to zanog-discuss-leave@lists.nog.net.za
zanog-discuss mailing list -- zanog-discuss@lists.nog.net.za To unsubscribe send an email to zanog-discuss-leave@lists.nog.net.za
On 17 Jun 2025, at 07:55, Andrew Alston via zanog-discuss zanog-discuss@lists.nog.net.za wrote:
If you read the order that they cited from the 12th of September in it’s entirely the court already acknowledged that compliance with the bylaws wasn’t practical but directed the election to proceed irrespective of that.
So to summarize Andrew: "just do as you pleases Mr OR, we don’t care if you alienate the resources members across Africa”, is that correct interpretation Andrew?
Secondly - I keep hearing about these POAs - do we have numbers or evidence of these? Because what I have heard so far is nothing more than speculation, and I until I see evidence of such, I have a very hard time believing that directors of companies would hand out power of attorney to third parties in this manner. To do so would be nothing short of insane - a POA is a not something you just hand out. Are we blocking an election based purely on speculation or is there real evidence?
I’ve seem the evidences of those, not shareable for various reasons. Actually, some “Examples” shown as “proof” that the NRS representative have actual POAs in hand, was also quite… fruadulent.
Thirdly - while I agree the new member thing is problematic - I would like to know of the 2200+ members how many members we are talking about. The problem with the new members post September 2023 is that without a delegation of authority from the previous legitimate board, and in the absence of a chief executive officer, there is no one who could bind AfriNIC to a contractual relationship other than the recover himself. This calls into question the legal validity of any MSA signed post September 2023 unless it was signed by the OR.
This is debatable.
On a forth note - I honestly do believe that the procedure in place makes it harder - not easier - to rig the election, since under the old system any techie with the right to vote could hand out their password and let someone vote on their behalf, that became impossible under the new system, so I actually applaud the new checks and balances to ensure a legitimate vote.
Actually, as I’ve noticed last night, this is the Kansas shuffle.. a magic trick to keep your eyes focussed on the election etc. while NRS/CIL has others plans in play (like CIL becoming a “member” of AfriNIC -> and the OR haven’t explained this yet!!) The POAs had other aspects in play too, so yes, those POAs needs to be taken seriously by the OR.
The problem: The previous SECURE Internet e-voting system is now called “insecure” and the needs for POAs to do in-person voting in Muaritius becomes and interest point to note as a method to rig the election.
At this point in time, I have no confidence that the OR is in any ways unbiased, so the elections would be a psyops to feed the hungry just enough, while they plan the real thing elsewhere.
Finally - the functions of the nomcom as described in section 9.2 (I believe it’s 9.2 - don’t have the bylaws in front of me) have been fulfilled to the letter of the bylaws. I also note the bylaws explicitly say that the board of directors appoints the nomcom - we have no board - and that the chief executive officer appoints the election comm - we have no ceo and in his place we have a receiver, who has explicit authority to do this.
Again, your focus is not on the real problem(s), but the sideshow.
The limits of the receivers authority are made clear in that September 12th order when you read it in conjunction with the eighth schedule of the insolvency act.
YEah, and in those eight schedules, the OR at least acts fraudulently (based on invoices paid and resources not issued for >4months) and against the “normal business” of AfriNIC. So yes, that is contradictory and biased imho
I have also asked repeatedly for TISPA to share the application made to the court to get this order, and I find it ironic that people are crying about transparency yet no one cares about the fact that the member base is not getting any transparency into what that application actually said, and therefore cannot gauge the truthfulness of what was submitted to the court. Let’s see the application - that’s called transparency.
Just as half the AfriNIC/CIL court orders, those you’ll most probably will have to issue a court order to get the full presentations. As I understand, this (and others) are still sub judice so they can’t open all of it, but the gist of it were shared online etc.
The concern I have with you, Andrew Alstom’s hammering on the election *process* that can’t be held exactly as per the bylaws, is apparently you were on the board, allowing the resources to be issued to CIL that is under dispute, and the CIL court cases (and the threats to the board members) happened as a consensus proposal would’ve been ratified to prevent resources, asked for by AfriNIC and assigned from ARIN/ICANN/etc., from leaving AfriNIC.
Thus, that *seems* to be the reason CIL is fighting this issue, as their livelihood is dependant on that massive amounts of resources that was issued under your board membership. Do you have any relationship with Lu Heng, NRS, Larus, CIL in that regard?
That is questions that raised their heads that also needs answering ;(
---
Hendrik Visage
hvisage@hevis.co.za
HeViS.Co Systems Pty Ltd
Let me state *extremely* clearly.
I have no relation with Lu Heng, I have never done business with him, never received any form of gratuity from him, be it in money or in other kind.
In fact - as many witnesses can attest - I told Lu Heng exactly what I thought of him at a meeting in Mauritius - and while I will not repeat exactly what I said to him - because the language was rather colorful shall we say, that stands.
When I was on the board - the board never reviewed applications - that was not the boards responsibility. We have zero sight of what was being applied for - or the process used to evaluate the applications.
That would be like asking the board of any corporation to review individual sales of products the company was selling - it doesn't happen, and would never happen - that is not the function of a board.
Andrew
On Tue, Jun 17, 2025 at 12:47 PM Hendrik Visage hvisage@hevis.co.za wrote:
On 17 Jun 2025, at 07:55, Andrew Alston via zanog-discuss <
zanog-discuss@lists.nog.net.za> wrote:
If you read the order that they cited from the 12th of September in it’s
entirely the court already acknowledged that compliance with the bylaws wasn’t practical but directed the election to proceed irrespective of that.
So to summarize Andrew: "just do as you pleases Mr OR, we don’t care if you alienate the resources members across Africa”, is that correct interpretation Andrew?
Secondly - I keep hearing about these POAs - do we have numbers or
evidence of these? Because what I have heard so far is nothing more than speculation, and I until I see evidence of such, I have a very hard time believing that directors of companies would hand out power of attorney to third parties in this manner. To do so would be nothing short of insane - a POA is a not something you just hand out. Are we blocking an election based purely on speculation or is there real evidence?
I’ve seem the evidences of those, not shareable for various reasons. Actually, some “Examples” shown as “proof” that the NRS representative have actual POAs in hand, was also quite… fruadulent.
Thirdly - while I agree the new member thing is problematic - I would
like to know of the 2200+ members how many members we are talking about. The problem with the new members post September 2023 is that without a delegation of authority from the previous legitimate board, and in the absence of a chief executive officer, there is no one who could bind AfriNIC to a contractual relationship other than the recover himself. This calls into question the legal validity of any MSA signed post September 2023 unless it was signed by the OR.
This is debatable.
On a forth note - I honestly do believe that the procedure in place
makes it harder - not easier - to rig the election, since under the old system any techie with the right to vote could hand out their password and let someone vote on their behalf, that became impossible under the new system, so I actually applaud the new checks and balances to ensure a legitimate vote.
Actually, as I’ve noticed last night, this is the Kansas shuffle.. a magic trick to keep your eyes focussed on the election etc. while NRS/CIL has others plans in play (like CIL becoming a “member” of AfriNIC -> and the OR haven’t explained this yet!!) The POAs had other aspects in play too, so yes, those POAs needs to be taken seriously by the OR.
The problem: The previous SECURE Internet e-voting system is now called “insecure” and the needs for POAs to do in-person voting in Muaritius becomes and interest point to note as a method to rig the election.
At this point in time, I have no confidence that the OR is in any ways unbiased, so the elections would be a psyops to feed the hungry just enough, while they plan the real thing elsewhere.
Finally - the functions of the nomcom as described in section 9.2 (I
believe it’s 9.2 - don’t have the bylaws in front of me) have been fulfilled to the letter of the bylaws. I also note the bylaws explicitly say that the board of directors appoints the nomcom - we have no board - and that the chief executive officer appoints the election comm - we have no ceo and in his place we have a receiver, who has explicit authority to do this.
Again, your focus is not on the real problem(s), but the sideshow.
The limits of the receivers authority are made clear in that September
12th order when you read it in conjunction with the eighth schedule of the insolvency act.
YEah, and in those eight schedules, the OR at least acts fraudulently (based on invoices paid and resources not issued for >4months) and against the “normal business” of AfriNIC. So yes, that is contradictory and biased imho
I have also asked repeatedly for TISPA to share the application made to
the court to get this order, and I find it ironic that people are crying about transparency yet no one cares about the fact that the member base is not getting any transparency into what that application actually said, and therefore cannot gauge the truthfulness of what was submitted to the court. Let’s see the application - that’s called transparency.
Just as half the AfriNIC/CIL court orders, those you’ll most probably will have to issue a court order to get the full presentations. As I understand, this (and others) are still sub judice so they can’t open all of it, but the gist of it were shared online etc.
The concern I have with you, Andrew Alstom’s hammering on the election *process* that can’t be held exactly as per the bylaws, is apparently you were on the board, allowing the resources to be issued to CIL that is under dispute, and the CIL court cases (and the threats to the board members) happened as a consensus proposal would’ve been ratified to prevent resources, asked for by AfriNIC and assigned from ARIN/ICANN/etc., from leaving AfriNIC.
Thus, that *seems* to be the reason CIL is fighting this issue, as their livelihood is dependant on that massive amounts of resources that was issued under your board membership. Do you have any relationship with Lu Heng, NRS, Larus, CIL in that regard?
That is questions that raised their heads that also needs answering ;(
Hendrik Visage
hvisage@hevis.co.za
HeViS.Co Systems Pty Ltd
Have a read through https://afrinic.net/policy/development-working-group/ppm-afrinic-22 -daniel
On Tue, Jun 17, 2025 at 12:32 PM Andrew Alston via zanog-discuss < zanog-discuss@lists.nog.net.za> wrote:
Let me state *extremely* clearly.
I have no relation with Lu Heng, I have never done business with him, never received any form of gratuity from him, be it in money or in other kind.
In fact - as many witnesses can attest - I told Lu Heng exactly what I thought of him at a meeting in Mauritius - and while I will not repeat exactly what I said to him - because the language was rather colorful shall we say, that stands.
When I was on the board - the board never reviewed applications - that was not the boards responsibility. We have zero sight of what was being applied for - or the process used to evaluate the applications.
That would be like asking the board of any corporation to review individual sales of products the company was selling - it doesn't happen, and would never happen - that is not the function of a board.
Andrew
On Tue, Jun 17, 2025 at 12:47 PM Hendrik Visage hvisage@hevis.co.za wrote:
On 17 Jun 2025, at 07:55, Andrew Alston via zanog-discuss <
zanog-discuss@lists.nog.net.za> wrote:
If you read the order that they cited from the 12th of September in
it’s entirely the court already acknowledged that compliance with the bylaws wasn’t practical but directed the election to proceed irrespective of that.
So to summarize Andrew: "just do as you pleases Mr OR, we don’t care if you alienate the resources members across Africa”, is that correct interpretation Andrew?
Secondly - I keep hearing about these POAs - do we have numbers or
evidence of these? Because what I have heard so far is nothing more than speculation, and I until I see evidence of such, I have a very hard time believing that directors of companies would hand out power of attorney to third parties in this manner. To do so would be nothing short of insane - a POA is a not something you just hand out. Are we blocking an election based purely on speculation or is there real evidence?
I’ve seem the evidences of those, not shareable for various reasons. Actually, some “Examples” shown as “proof” that the NRS representative have actual POAs in hand, was also quite… fruadulent.
Thirdly - while I agree the new member thing is problematic - I would
like to know of the 2200+ members how many members we are talking about. The problem with the new members post September 2023 is that without a delegation of authority from the previous legitimate board, and in the absence of a chief executive officer, there is no one who could bind AfriNIC to a contractual relationship other than the recover himself. This calls into question the legal validity of any MSA signed post September 2023 unless it was signed by the OR.
This is debatable.
On a forth note - I honestly do believe that the procedure in place
makes it harder - not easier - to rig the election, since under the old system any techie with the right to vote could hand out their password and let someone vote on their behalf, that became impossible under the new system, so I actually applaud the new checks and balances to ensure a legitimate vote.
Actually, as I’ve noticed last night, this is the Kansas shuffle.. a magic trick to keep your eyes focussed on the election etc. while NRS/CIL has others plans in play (like CIL becoming a “member” of AfriNIC -> and the OR haven’t explained this yet!!) The POAs had other aspects in play too, so yes, those POAs needs to be taken seriously by the OR.
The problem: The previous SECURE Internet e-voting system is now called “insecure” and the needs for POAs to do in-person voting in Muaritius becomes and interest point to note as a method to rig the election.
At this point in time, I have no confidence that the OR is in any ways unbiased, so the elections would be a psyops to feed the hungry just enough, while they plan the real thing elsewhere.
Finally - the functions of the nomcom as described in section 9.2 (I
believe it’s 9.2 - don’t have the bylaws in front of me) have been fulfilled to the letter of the bylaws. I also note the bylaws explicitly say that the board of directors appoints the nomcom - we have no board - and that the chief executive officer appoints the election comm - we have no ceo and in his place we have a receiver, who has explicit authority to do this.
Again, your focus is not on the real problem(s), but the sideshow.
The limits of the receivers authority are made clear in that September
12th order when you read it in conjunction with the eighth schedule of the insolvency act.
YEah, and in those eight schedules, the OR at least acts fraudulently (based on invoices paid and resources not issued for >4months) and against the “normal business” of AfriNIC. So yes, that is contradictory and biased imho
I have also asked repeatedly for TISPA to share the application made to
the court to get this order, and I find it ironic that people are crying about transparency yet no one cares about the fact that the member base is not getting any transparency into what that application actually said, and therefore cannot gauge the truthfulness of what was submitted to the court. Let’s see the application - that’s called transparency.
Just as half the AfriNIC/CIL court orders, those you’ll most probably will have to issue a court order to get the full presentations. As I understand, this (and others) are still sub judice so they can’t open all of it, but the gist of it were shared online etc.
The concern I have with you, Andrew Alstom’s hammering on the election *process* that can’t be held exactly as per the bylaws, is apparently you were on the board, allowing the resources to be issued to CIL that is under dispute, and the CIL court cases (and the threats to the board members) happened as a consensus proposal would’ve been ratified to prevent resources, asked for by AfriNIC and assigned from ARIN/ICANN/etc., from leaving AfriNIC.
Thus, that *seems* to be the reason CIL is fighting this issue, as their livelihood is dependant on that massive amounts of resources that was issued under your board membership. Do you have any relationship with Lu Heng, NRS, Larus, CIL in that regard?
That is questions that raised their heads that also needs answering ;(
Hendrik Visage
hvisage@hevis.co.za
HeViS.Co Systems Pty Ltd
zanog-discuss mailing list -- zanog-discuss@lists.nog.net.za To unsubscribe send an email to zanog-discuss-leave@lists.nog.net.za
On 17 Jun 2025, at 12:31, Andrew Alston via zanog-discuss zanog-discuss@lists.nog.net.za wrote:
When I was on the board - the board never reviewed applications - that was not the boards responsibility. We have zero sight of what was being applied for - or the process used to evaluate the applications.
That would be like asking the board of any corporation to review individual sales of products the company was selling - it doesn't happen, and would never happen - that is not the function of a board.
Some fun background I re-read recently for my reporting about this.
(Summary: It corroborates what Andrew said RE board involvement in resource applications.)
Discussion about CIL on the RPD mailing list circa 2014:
https://lists.afrinic.net/pipermail/rpd/2014/004185.html https://lists.afrinic.net/pipermail/rpd/2014/004191.html https://lists.afrinic.net/pipermail/rpd/2014/004194.html https://lists.afrinic.net/pipermail/rpd/2014/004206.html https://lists.afrinic.net/pipermail/rpd/2014/004215.html
Then the subsequent board meeting:
https://web.archive.org/web/20241023192256/http://afrinic.net/board/meeting/...
Lots of gems in those minutes. Like Andrew getting in a kerfuffle with some other board members over making an audio recording of the meeting.
Also see "Discussion and decision about the Board Statement regarding the case of a particular resource application."
-30-
Hi Jan
2014 post by the CEO of Cloud Innovation himself: https://lists.afrinic.net/pipermail/rpd/2014/004161.html
Then there is interim order sought against policy that attained consensus by the internet community through bottom-up process https://afrinic.net/court-cases 2021 Jun 25 | Cloud Innovation Ltd vs AFRINIC SC/COM/MOT/000382/2021 | Application for injunction – ref Resource Transfer Policy (Not granted) and ruling here https://afrinic.net/ast/220106_judges_order_-set_aside_with_costs_-382.pdf
There was a question On 05/02/2021 on Community-Discuss by a community member https://lists.afrinic.net/pipermail/community-discuss/2021-February/003902.h...
There was an answer On 05/02/2021 from AFRINIC Communications https://lists.afrinic.net/pipermail/community-discuss/2021-February/003907.h...
There was a question on NANOG https://lists.nanog.org/archives/list/nanog@lists.nanog.org/message/3MYN3WEG...
There was an answer by the CEO of Cloud Innovation: https://lists.nanog.org/archives/list/nanog@lists.nanog.org/message/MK7KQHPP...
I hope you can now complete your research and write a much more honest and balanced article in future.
Cheers, *.**/noah*
On Tue, Jun 17, 2025 at 1:56 PM Jan Vermeulen via zanog-discuss < zanog-discuss@lists.nog.net.za> wrote:
On 17 Jun 2025, at 12:31, Andrew Alston via zanog-discuss < zanog-discuss@lists.nog.net.za> wrote:
When I was on the board - the board never reviewed applications - that was not the boards responsibility. We have zero sight of what was being applied for - or the process used to evaluate the applications.
That would be like asking the board of any corporation to review individual sales of products the company was selling - it doesn't happen, and would never happen - that is not the function of a board.
Some fun background I re-read recently for my reporting about this.
(Summary: It corroborates what Andrew said RE board involvement in resource applications.)
Discussion about CIL on the RPD mailing list circa 2014:
- https://lists.afrinic.net/pipermail/rpd/2014/004185.html
- https://lists.afrinic.net/pipermail/rpd/2014/004191.html
- https://lists.afrinic.net/pipermail/rpd/2014/004194.html
- https://lists.afrinic.net/pipermail/rpd/2014/004206.html
- https://lists.afrinic.net/pipermail/rpd/2014/004215.html
Then the subsequent board meeting:
https://web.archive.org/web/20241023192256/http://afrinic.net/board/meeting/...
Lots of gems in those minutes. Like Andrew getting in a kerfuffle with some other board members over making an audio recording of the meeting.
Also see "Discussion and decision about the Board Statement regarding the case of a particular resource application."
-30-
zanog-discuss mailing list -- zanog-discuss@lists.nog.net.za To unsubscribe send an email to zanog-discuss-leave@lists.nog.net.za
Noah,
I ask again, in the interests of transparency, will you share what was submitted to the court in order to get the TISPA order? If not - why not?
Andrew
On Tue, Jun 17, 2025 at 3:47 PM Noah via zanog-discuss < zanog-discuss@lists.nog.net.za> wrote:
Hi Jan
2014 post by the CEO of Cloud Innovation himself: https://lists.afrinic.net/pipermail/rpd/2014/004161.html
Then there is interim order sought against policy that attained consensus by the internet community through bottom-up process https://afrinic.net/court-cases 2021 Jun 25 | Cloud Innovation Ltd vs AFRINIC SC/COM/MOT/000382/2021 | Application for injunction – ref Resource Transfer Policy (Not granted) and ruling here https://afrinic.net/ast/220106_judges_order_-set_aside_with_costs_-382.pdf
There was a question On 05/02/2021 on Community-Discuss by a community member https://lists.afrinic.net/pipermail/community-discuss/2021-February/003902.h...
There was an answer On 05/02/2021 from AFRINIC Communications https://lists.afrinic.net/pipermail/community-discuss/2021-February/003907.h...
There was a question on NANOG https://lists.nanog.org/archives/list/nanog@lists.nanog.org/message/3MYN3WEG...
There was an answer by the CEO of Cloud Innovation: https://lists.nanog.org/archives/list/nanog@lists.nanog.org/message/MK7KQHPP...
I hope you can now complete your research and write a much more honest and balanced article in future.
Cheers, *.**/noah*
On Tue, Jun 17, 2025 at 1:56 PM Jan Vermeulen via zanog-discuss < zanog-discuss@lists.nog.net.za> wrote:
On 17 Jun 2025, at 12:31, Andrew Alston via zanog-discuss < zanog-discuss@lists.nog.net.za> wrote:
When I was on the board - the board never reviewed applications - that was not the boards responsibility. We have zero sight of what was being applied for - or the process used to evaluate the applications.
That would be like asking the board of any corporation to review individual sales of products the company was selling - it doesn't happen, and would never happen - that is not the function of a board.
Some fun background I re-read recently for my reporting about this.
(Summary: It corroborates what Andrew said RE board involvement in resource applications.)
Discussion about CIL on the RPD mailing list circa 2014:
- https://lists.afrinic.net/pipermail/rpd/2014/004185.html
- https://lists.afrinic.net/pipermail/rpd/2014/004191.html
- https://lists.afrinic.net/pipermail/rpd/2014/004194.html
- https://lists.afrinic.net/pipermail/rpd/2014/004206.html
- https://lists.afrinic.net/pipermail/rpd/2014/004215.html
Then the subsequent board meeting:
https://web.archive.org/web/20241023192256/http://afrinic.net/board/meeting/...
Lots of gems in those minutes. Like Andrew getting in a kerfuffle with some other board members over making an audio recording of the meeting.
Also see "Discussion and decision about the Board Statement regarding the case of a particular resource application."
-30-
zanog-discuss mailing list -- zanog-discuss@lists.nog.net.za To unsubscribe send an email to zanog-discuss-leave@lists.nog.net.za
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There have been a number of similar applications published here https://afrinic.net/court-cases and I don't remember you asking the plaintiffs to share such court documents that are subject to proceedings *publicly* especially when the matter is *sub judice*.
I encourage you to respect the court process, her ladyship, the Hon.judge and the legal teams.
I encourage everyone to also read: https://www.icann.org/en/announcements/details/icann-calls-for-transparency-...
I also encourage everyone to read: https://www.icann.org/en/system/files/correspondence/crain-to-dabee-07mar25-...
Cheers, *Noah Maina*
On Tue, Jun 17, 2025 at 4:05 PM Andrew Alston aa@alstonnetworks.net wrote:
Noah,
I ask again, in the interests of transparency, will you share what was submitted to the court in order to get the TISPA order? If not - why not?
Andrew
On Tue, Jun 17, 2025 at 3:47 PM Noah via zanog-discuss < zanog-discuss@lists.nog.net.za> wrote:
Hi Jan
2014 post by the CEO of Cloud Innovation himself: https://lists.afrinic.net/pipermail/rpd/2014/004161.html
Then there is interim order sought against policy that attained consensus by the internet community through bottom-up process https://afrinic.net/court-cases 2021 Jun 25 | Cloud Innovation Ltd vs AFRINIC SC/COM/MOT/000382/2021 | Application for injunction – ref Resource Transfer Policy (Not granted) and ruling here https://afrinic.net/ast/220106_judges_order_-set_aside_with_costs_-382.pdf
There was a question On 05/02/2021 on Community-Discuss by a community member https://lists.afrinic.net/pipermail/community-discuss/2021-February/003902.h...
There was an answer On 05/02/2021 from AFRINIC Communications https://lists.afrinic.net/pipermail/community-discuss/2021-February/003907.h...
There was a question on NANOG https://lists.nanog.org/archives/list/nanog@lists.nanog.org/message/3MYN3WEG...
There was an answer by the CEO of Cloud Innovation: https://lists.nanog.org/archives/list/nanog@lists.nanog.org/message/MK7KQHPP...
I hope you can now complete your research and write a much more honest and balanced article in future.
Cheers, *.**/noah*
On Tue, Jun 17, 2025 at 1:56 PM Jan Vermeulen via zanog-discuss < zanog-discuss@lists.nog.net.za> wrote:
On 17 Jun 2025, at 12:31, Andrew Alston via zanog-discuss < zanog-discuss@lists.nog.net.za> wrote:
When I was on the board - the board never reviewed applications - that was not the boards responsibility. We have zero sight of what was being applied for - or the process used to evaluate the applications.
That would be like asking the board of any corporation to review individual sales of products the company was selling - it doesn't happen, and would never happen - that is not the function of a board.
Some fun background I re-read recently for my reporting about this.
(Summary: It corroborates what Andrew said RE board involvement in resource applications.)
Discussion about CIL on the RPD mailing list circa 2014:
- https://lists.afrinic.net/pipermail/rpd/2014/004185.html
- https://lists.afrinic.net/pipermail/rpd/2014/004191.html
- https://lists.afrinic.net/pipermail/rpd/2014/004194.html
- https://lists.afrinic.net/pipermail/rpd/2014/004206.html
- https://lists.afrinic.net/pipermail/rpd/2014/004215.html
Then the subsequent board meeting:
https://web.archive.org/web/20241023192256/http://afrinic.net/board/meeting/...
Lots of gems in those minutes. Like Andrew getting in a kerfuffle with some other board members over making an audio recording of the meeting.
Also see "Discussion and decision about the Board Statement regarding the case of a particular resource application."
-30-
zanog-discuss mailing list -- zanog-discuss@lists.nog.net.za To unsubscribe send an email to zanog-discuss-leave@lists.nog.net.za
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I wanna point out something else - and I realize that this is going to be controversial and cause much screaming - but it needs to be said.
If these POA's exist (and I have serious doubts about that ) - for a POA to be granted, it would have to be granted by someone who has the delegated authority to grant such - that being a director of the company.
Now - last I checked, a company can issue a POA to whoever it wants - provided that the POA was issued by someone who had the authority to issue it. So, even if these POA's do exist - provided they were issued by someone with the authority to do so - there is absolutely nothing that can be done about that. Unless you are saying we should now dictate to companies how they do their business. We might not LIKE it, it might not be what we consider ethical, but - if a POA was legitimately issued (as in issued by someone who had authority to do so) - then it is what it is.
Now, lets consider the alternative in the way elections used to be conducted. If you had someones myafrinic password, you could vote on their behalf. Those individuals who had access to the MyAfrinic accounts were, from what I can see, mostly technical people and probably not directors, and probably did not have the authority to give away that access - but could have done so anyway. In that scenario - yes - I would be extremely worried about the legitimacy of votes under the old system - because of the risk of credential sharing.
But with POA's - and the requirements involved in issuing them and getting them signed - I don't have concerns - because a company has the right to issue a POA to whoever they damn well want to, provided it was legitimately issued by someone with authority to do so. If a POA is presented that was *NOT* legitimately issued by a director - then whoever is presenting it is commiting fraud, and should be held accountable. if you have evidence of fraudulent POA's - then - that needs to be disclosed. Otherwise - the situation is what the situation is.
I also have a problem with the fact that every time someone disagrees with something with regards to AfriNIC - they are suddenly labelled as being in cahoots with Lu Heng. I find this frankly offensive - because it implies that anyone who has a differing opinion is suddenly taking the side of someone else - and gives zero credence to the fact that some of us have independent minds, can think for ourselves, and have put substantial work into understanding the bylaws, the mauritian companies act, and the relevant legislation. It would seem to me that certain parties have become so entrenched in their hatred of Lu Heng, that its become a very easy card to play when you disagree with someone, just pretend they are tied to Lu Heng.
It's absolute nonsense - and it's not conducive to a discussion on the facts, the legal angles, what the bylaws state, what the companies act states, and what the rights of corporate entities are in respect to how they delegate their powers.
Andrew
On Tue, Jun 17, 2025 at 12:47 PM Hendrik Visage hvisage@hevis.co.za wrote:
On 17 Jun 2025, at 07:55, Andrew Alston via zanog-discuss <
zanog-discuss@lists.nog.net.za> wrote:
If you read the order that they cited from the 12th of September in it’s
entirely the court already acknowledged that compliance with the bylaws wasn’t practical but directed the election to proceed irrespective of that.
So to summarize Andrew: "just do as you pleases Mr OR, we don’t care if you alienate the resources members across Africa”, is that correct interpretation Andrew?
Secondly - I keep hearing about these POAs - do we have numbers or
evidence of these? Because what I have heard so far is nothing more than speculation, and I until I see evidence of such, I have a very hard time believing that directors of companies would hand out power of attorney to third parties in this manner. To do so would be nothing short of insane - a POA is a not something you just hand out. Are we blocking an election based purely on speculation or is there real evidence?
I’ve seem the evidences of those, not shareable for various reasons. Actually, some “Examples” shown as “proof” that the NRS representative have actual POAs in hand, was also quite… fruadulent.
Thirdly - while I agree the new member thing is problematic - I would
like to know of the 2200+ members how many members we are talking about. The problem with the new members post September 2023 is that without a delegation of authority from the previous legitimate board, and in the absence of a chief executive officer, there is no one who could bind AfriNIC to a contractual relationship other than the recover himself. This calls into question the legal validity of any MSA signed post September 2023 unless it was signed by the OR.
This is debatable.
On a forth note - I honestly do believe that the procedure in place
makes it harder - not easier - to rig the election, since under the old system any techie with the right to vote could hand out their password and let someone vote on their behalf, that became impossible under the new system, so I actually applaud the new checks and balances to ensure a legitimate vote.
Actually, as I’ve noticed last night, this is the Kansas shuffle.. a magic trick to keep your eyes focussed on the election etc. while NRS/CIL has others plans in play (like CIL becoming a “member” of AfriNIC -> and the OR haven’t explained this yet!!) The POAs had other aspects in play too, so yes, those POAs needs to be taken seriously by the OR.
The problem: The previous SECURE Internet e-voting system is now called “insecure” and the needs for POAs to do in-person voting in Muaritius becomes and interest point to note as a method to rig the election.
At this point in time, I have no confidence that the OR is in any ways unbiased, so the elections would be a psyops to feed the hungry just enough, while they plan the real thing elsewhere.
Finally - the functions of the nomcom as described in section 9.2 (I
believe it’s 9.2 - don’t have the bylaws in front of me) have been fulfilled to the letter of the bylaws. I also note the bylaws explicitly say that the board of directors appoints the nomcom - we have no board - and that the chief executive officer appoints the election comm - we have no ceo and in his place we have a receiver, who has explicit authority to do this.
Again, your focus is not on the real problem(s), but the sideshow.
The limits of the receivers authority are made clear in that September
12th order when you read it in conjunction with the eighth schedule of the insolvency act.
YEah, and in those eight schedules, the OR at least acts fraudulently (based on invoices paid and resources not issued for >4months) and against the “normal business” of AfriNIC. So yes, that is contradictory and biased imho
I have also asked repeatedly for TISPA to share the application made to
the court to get this order, and I find it ironic that people are crying about transparency yet no one cares about the fact that the member base is not getting any transparency into what that application actually said, and therefore cannot gauge the truthfulness of what was submitted to the court. Let’s see the application - that’s called transparency.
Just as half the AfriNIC/CIL court orders, those you’ll most probably will have to issue a court order to get the full presentations. As I understand, this (and others) are still sub judice so they can’t open all of it, but the gist of it were shared online etc.
The concern I have with you, Andrew Alstom’s hammering on the election *process* that can’t be held exactly as per the bylaws, is apparently you were on the board, allowing the resources to be issued to CIL that is under dispute, and the CIL court cases (and the threats to the board members) happened as a consensus proposal would’ve been ratified to prevent resources, asked for by AfriNIC and assigned from ARIN/ICANN/etc., from leaving AfriNIC.
Thus, that *seems* to be the reason CIL is fighting this issue, as their livelihood is dependant on that massive amounts of resources that was issued under your board membership. Do you have any relationship with Lu Heng, NRS, Larus, CIL in that regard?
That is questions that raised their heads that also needs answering ;(
Hendrik Visage
hvisage@hevis.co.za
HeViS.Co Systems Pty Ltd
On 17 Jun 2025, at 7:55, Andrew Alston wrote:
If you read the order that they cited from the 12th of September in it’s entirely the court already acknowledged that compliance with the bylaws wasn’t practical but directed the election to proceed irrespective of that.
i admit, it’s difficult to keep up with all the orders, so i will try to make time to read that. thanks.
Secondly - I keep hearing about these POAs - do we have numbers or evidence of these?
i think that it is an open secret that this was on offer. i don’t have numbers for you, and i don’t think you’ll find them, asking in this manner. i agree that it’s a ridiculous thing to do; but hey, every day, millions of people wilfully pay money, to pull poison into their lungs, so where’s the bar for insanity? :-)
numbers aside, surely there’s room for a disconnect in voting intent between proxies and POAs; and if that loophole (dreamt up or not) could be exploited, it would have been trivial for the electoral committee to enforce how that should have been addressed, right? but, they chose not to (the rumours of POAs being abused were abound, well before the elections were announced!) again, speaking only for myself, i think it’s the sum of all of these niggly bits that prompted the TISPA action.
Thirdly - while I agree the new member thing is problematic - I would like to know of the 2200+ members how many members we are talking about.
if you believe afrinic’s numbers, that’s potentially 194; of which 51 are from ZA (which makes it topical for discussion here) i went to https://stats.afrinic.net/member/ and put in an appropriate date-range and that’s what i got. i welcome better data.
(dear afrinic, please change the default setting to DDMMYYYY, since that’s really what most people in your service region use, and not MMDDYYYY)
The problem with the new members post September 2023 is that without a delegation of authority from the previous legitimate board, and in the absence of a chief executive officer, there is no one who could bind AfriNIC to a contractual relationship other than the recover himself. This calls into question the legal validity of any MSA signed post September 2023 unless it was signed by the OR.
so wait. i can take your money, and provide you with the services you’re paying for - since afrinic was allocating resources from (sep 2023 - dec 2024) or so, but i won’t give you the right to something enshrined in your bylaws. i’m not a “new” resource member that falls into that category, but i’m sure you agree that there’s some double standard here.
On a forth note - I honestly do believe that the procedure in place makes it harder - not easier - to rig the election,
yes, no debate here; i agree. notarisation is time-consuming, costly, increased the effort required to vote .. but, more secure! and here’s why this flummoxes me; notarisation was never required before, but someone in the election committee had the good sense to understand how/why this closed up one threat avenue. surely, with just a little bit of lateral thinking, they could have spotted some of the blatantly obvious issues?
what i don’t agree with, are the short timelines and poor and often confusing manner in which this process was communicated, especially given the newly introduced complexities. i think that, with minimal effort, this could have been much, much better. still, i think that this is not relevant to TISPA’s order, so while i am fine to share my ideas with afrinic on how to improve their messaging, this is not really up for debate here.
Finally - the functions of the nomcom as described in section 9.2 (I believe it’s 9.2 - don’t have the bylaws in front of me) have been fulfilled to the letter of the bylaws. I also note the bylaws explicitly say that the board of directors appoints the nomcom - we have no board - and that the chief executive officer appoints the election comm - we have no ceo and in his place we have a receiver, who has explicit authority to do this.
would you agree that something as simple as a written statement (from nomcom people) that the nomcom folks (or their respective organisations) did not provide legal advice to any company in active litigation with AFRINIC would be helpful to clear aspersion on said parties? again get the lawyers to wordsmith that, but surely this level of transparency is more important now, than ever?
again - i think that it’s : (a) important to have elections, but also (b) those elections should be fair, transparent and beyond reproach
before you say: “perfection is the enemy of complete”, the process as it was, was so far way from perfection, that i don’t decry TISPA’s emergency action. and, i think that a simple open, consultative process on how to address the shortcomings of “how to conduct an election given the constraints we have now” would have saved AFRINIC a lot of this trouble.
and so we are back to: “what is the best compromise between having an election as reasonably quickly as possible, and making sure that this is as free and fair as possible, and protects members’ rights?”. i think there’s room for that compromise, and what i expect the next step to be.
—n.
Members,
On 4th April CIL was added as a member of the Mauritius CBRD records in relation to AFRINIC Limited. And to quote "ICANN’s concerns reflect those of many in the AFRINIC community, and focus on two key issues" *The unique registration of a company as a member of AFRINIC in the Mauritius Corporate and Business Registration Department (CBRD) despite clear inconsistencies with AFRINIC's governance documents and past practices. *
*Please see below some literature on the powers of a registered member or member in accordance to the AFRINIC Bylaws https://afrinic.net/bylaws https://afrinic.net/bylaws*
7.1) Each *Registered and Resource member shall be entitled* to receive notice of all member meetings in accordance with Articles 12.4 and 12.11 below, as applicable, and to attend all such Meetings. 7.2) Subject to Articles 7.4 and 7.5 below, Members shall be entitled: *i*. by majority *vote* on the day of each Annual General Members’ Meeting, *to elect the Directors of the Company in accordance with Article 13.5* below; and
7.7) For the purposes of these Bylaws, it is hereby stated that only *Registered Members* and Resource Members, acting jointly within the context of an AGMM or SGMM in terms of Article 7.6 (vi), shall be entitled to consider and *approve by special resolution proposals for the * *revocation, amendment or replacement of these Bylaws.*
12.11) Voting *xii*. A *Registered Member *or a Resource Member may *exercise his right to vote at a General Meeting by casting a postal vote in accordance with the Fifth Schedule to the Act*
*Proxy Limitation:* Companies Act:* Does not set a limit on the number of proxies one member can hold.* AFRINIC Bylaws (Article 12.12(viii)): A member cannot carry more than five (5) proxies to an election, and candidates cannot act as proxies.
*Voting on Directors:* Voting Members: The bylaws consistently grant voting and resolution powers to *Registered Members* (the Directors) and *Resource Members* . These are the two groups that can effect change within the company. AFRINIC Bylaws (Article 13.13): Explicitly states that Section 137(1) of the Act shall not apply, meaning members can vote on multiple directors in a single resolution.
*Please see below some literature on the power of members in accordance with the Companies Act of Mauritius which gives members ultimate control over the company's direction and existence.*
*Power to Amend the Constitution (Bylaws):* Members can amend, revoke, or replace the bylaws by passing a Special Resolution (75% majority). This is explicitly limited to Registered and Resource Members only. Source: Articles 7.6(f) and 7.7 *Power to Put the Company into Liquidation: *Members have the right to wind up the company by passing a Special Resolution. Source: Article 7.6(i) *Power to Approve Major Transactions:* Members must approve any "major transaction" as defined by Section 130 of the Act. Source: Article 7.6(e) *Section 118(1) *of the Act allows a director or *member* *to apply to the Court to order a meeting if it is "impracticable" to call or conduct one.* The current situation, AFRINIC, is a textbook example of "*impracticability* ." *Section 136(1)* of the Act is even more direct, allowing a *member* or creditor to *apply to the Court to appoint directors* directly *when the number of directors is less than the required quorum.*
*Fundamental and Strategic Powers* : These powers allow members to control the core identity and direction of AFRINIC.
1. *To Elect Directors:* Members have the power to elect the Board of Directors at each Annual General Members' Meeting (AGMM). Source: AFRINIC Bylaws, Article 7.2(a) and 13.7(i) 2. *To Amend the Bylaws (Constitution): *Members can vote on proposals to amend, revoke, or replace the AFRINIC Bylaws. This requires a Special Resolution (a 75% majority vote). Source: AFRINIC Bylaws, Articles 7.6(f) and 7.7 3. *To Approve Major Transactions:* Members must approve any "major transaction" as defined in Section 130 of the Companies Act. Source: AFRINIC Bylaws, Article 7.6(e) 4. *To Liquidate the Company:* Members can vote to put AFRINIC into liquidation by passing a Special Resolution. Source: AFRINIC Bylaws, Article 7.6(i)
Cheers, Noah
zanog-discuss@lists.nog.net.za
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Amin Dayekh -
Andrew Alston -
Daniel Schroder -
Hendrik Visage -
Jan Vermeulen -
Nishal Goburdhan -
Noah