On Thu, Aug 28, 2025 at 1:47 AM Seun Ojedeji seun.ojedeji@gmail.com wrote:

Hi Noah,

I will just make one long general comment. Please see inline.

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Sent from my mobile kindly excuse typos

On Wed, 27 Aug 2025, 4:49 pm Noah, noah@neo.co.tz wrote:

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*PS: *To set the record straight, the ongoing election process is not consistent with the spirit of the Bylaws in our humble opinion. PLEASE TAKE NOTE.

NOTE: The underlying problem statement that led our RIR - AFRINIC to be put under receivership was that the company lacked a board and a CEO. In fact it had directors but they were not enough in terms of numbers to quorate a board. The Bylaws as is, can fix this problem statement without constitutional violations.

SO: It is not practical and actually impossible for any process to be 100% inline with the bylaw in the current situation. As per the bylaw there are actually no director at the moment for AFRINIC since they already served their respective "indicative" terms. I was a strong proponent that the stargardness of the seat could be fixed even with this current election but nomcom seem to believe otherwise which is okay.

Allow me to refer you back to the board minutes https://afrinic.net/ast/pdf/2022-minutes/2022-0126-0221-0302-minutes.pdf

RESOLVED to reconcile the two years by extending the term of the incumbent of Board Seat 6 (Eastern Africa) with one additional year in order to comply with Art 13.5 of the Bylaws.

Board member OO noted that what the Board had just done is what he considers to be a coup and that he has no apology for making that statement. He said that it's totally against the internal and external legal advice received by the Board. He noted that he was surprised the Board could get to this level of *extending tenure of a sitting Board member arbitrarily without recourse to members.* The above led to an interim order against the said director in the case of Africa On Cloud (Pty) Ltd v AFRINIC Ltd (SC/COM/WRT/000418/2022).

That very decision led to a series of events that has led the Company to this very mess we find ourselves in.

I also find the idea of NOMCOM regionalising nomination process to be strange and uncalled for because on the Board there is no regionalisation. However, since the bylaw allows them to determine election/nomination guidelines, and the idea is not actually destructive, I can live with that so that we can move forward.

Again, we can not remain blind of any slightest violation of the AFRINIC constitution. We should follow our own rules and our actions should be within the limits of the Bylaws and any attempt of deviation must be brought before the members like you had pointed out in those minutes above.... see bold comment above.

I hope you understand where my concerns are stemming from and why I oppose everything Mr.Dabee has been doing that is in violation of the constitution.

Noah Maina