Special Resolution, SR1, SR2, SR3 & Voting
 










[pause]

0:00:13 Sunday Folayan: So please just leave the second resolution as KPMG's approved for reappointment, like that. So, resolution two, is that KPMG be approved, while three is what is currently two. So two, KPMG be approved for reappointment by the AGMM.

[pause]

0:00:57 Sunday Folayan: Be approved for reappointment, period.

[pause]

0:01:24 Sunday Folayan: Okay, thank you. So, resolution one is that the community accept the delay in the presentation of the AG... Annual Financial Statements until the Special General Meeting, November 2015. Resolution two is that KPMG be approved for reappointment for a further year... Or for the year 2015 please, sorry, my apologies. For the year 2015. And resolution three is that the resolution of the 2014 AGMM regarding a Governance Committee be reaffirmed and the Chair be asked to report on implementation. Thank you. All in favor of the first resolution, let me see by show of hands please. First resolution, show of hands? Thank you. Those against? Thank you. Resolution passes unanimously.

0:02:33 Sunday Folayan: Second resolution, that KPMG be approved for reappointment for the year 2015. All in favor, show of hands? Thank you. Those against? Thank you. Resolution passes unanimously. And the third resolution, that the resolution of the 2014 AGMM, regarding a Governance Committee be reaffirmed and the Chair be asked to report on implementation. Before we take this resolution, I would like us to amend it that it should be the suggestion of the 2014 AGMM. It was... There was no resolution then, I think it was a suggestion. So we cannot now make a suggestion a resolution now. So can we change it to the suggestion so that...

0:03:32 Mike Silber: Chair, sorry. If I may, not having been there, I can't comment on the accuracy of the minutes, but given that they were adopted, the minutes reflected as being a resolution.

0:03:41 É : Is there resolution number? 

0:03:44 Sunday Folayan: Mike, can you give us the resolution number please? 

0:03:46 Mike Silber: I will pull it out of the minutes, but the minutes indicate that it was resolved. It doesn't give a resolution number.

[laughter]

0:03:55 Sunday Folayan: I would like that checked before I proceed, otherwise I would like to amend it to suggestion. We need to be very accurate. I don't want to put a noose around my own neck.

[background conversation]

0:04:19 Sunday Folayan: All right. Mike, would anything be destroyed if we change it to suggestion? I don't want somebody to come in a year's time and say resolutions were made twice and not implemented. It's dangerous for record purpose. Thank you. Please, could you change the use of resolution to suggestion, please? Yes, Seun? 

0:04:44 Seun Odejeji: Yeah, Mr. Chair, I just... I think actually I want to throw that question to you. Will adding suggestion actually determine how fast you implement the resolution three? 

[laughter]

0:04:58 Sunday Folayan: Well, the point is that it is wrong for this AGMM to take a resolution last year and it was not implemented by the board, it is an indictment. The resolution was taken to set up a Governance Board, and that resolution was not implemented. But if we make it a resolution now, then it gets implemented. I don't want somebody to come back in future and say, "But there was first a resolution in 2013 that was not implemented." So I'm just being careful that we're accurate, alright? So having said that, Douglas, still an issue? Please lay it on, please lay it on.

0:05:41 Douglas Onyango: First thing is, I would like a timeframe to be tied to this resolution, and the second thing is since there's trouble with the wording, I am suggesting we just table it afresh. I guess it didn't... Regardless of what happened in the minutes of the last meeting, we can just table it right now as a fresh motion for you to implement. So that there is no relationship of being tied back to that particular... Whatever it turns out to be, a suggestion or a motion.

0:06:14 Sunday Folayan: Yeah. Thank you. I think it's easier now. We have seen where it is in the minutes. It's a proposal by Fiona but actually was not resolved. So we're still in order by changing it, that the proposal at the 2014 AGMM. So please change the wording to "the proposal" so it's now a formal motion. That's "the proposal" at the... Thank you. Thank you. And report on implementation at the November 2015 meeting, that was exactly what the motion was. Reports on Implementation at the November 2015 Meeting, that way we have a full resolution with a time boundary which is no longer ambiguous. Thank you.

0:07:20 Sunday Folayan: All right. Ready to take a vote? All in favor of the third resolution, show of hands, please. Thank you. Those against, show of hands. Motion passes. Thank you very much, members. We are done now with the part of the agenda that we should have finished by lunch time.

0:07:47 Sunday Folayan: We now move to Item 6.0, Special Resolutions. So we are going to ask that Special Resolutions One, Two and Three be presented by Andrew Alston at this point, and we are then going to debate on the resolutions, and then take a vote on them. May I request, please, that I want to know, would we like to discuss them individually or all at a time? Will it be better? Okay. Since the resolutions are all related what the CEO has done is to group them so the first three resolutions, Resolutions One, Two and Three, are all related. So Andrew is going to present the three, then we will discuss them, and then we'll vote on each of them. Okay? 

0:09:00 Andrew Alston: Good morning... Well, good afternoon. I apologize...

0:09:02 Sunday Folayan: Andrew, before you... Before you do this, I would like to request that you step down to the floor and not the podium. These resolutions are being presented by Andrew Alston, as a member of AFRINIC, not as a member of the Board of AFRINIC. I just wanted that to be clear. They are resolutions of a member, not resolutions proposed by the Board. Let me also say, before Andrew, before you present for the purposes of the members that are following remotely. The way this would go is that when the resolutions are presented, if we have to vote on them, voting will open for paper ballots and simultaneously for e-voting. But the staff would need at least 10 minutes to set up e-voting.

0:10:10 Sunday Folayan: What this means is that at the point where paper ballot opens, paper ballot it opens, 10 minutes after that or more, e-voting will be able to open for remote participants to vote on the resolutions. But it will close 10 minutes after it opens. And the Chair will announce when e-voting opens and when e-voting closes. Tally will be done thereafter. There is a possibility that we can move on to discussing other things while waiting for e-voting to close for those 10 minutes. I just thought I should relay this procedure. This was discussed extensively by the Board so that we do not stay here into the Gala Night. I hope I am clear with that. I see Christian talking from the floor.

0:11:13 Christian Bope: Yeah. Now, as a member of the community, I remove my board hat. I want to put the comments before we move forward.

0:11:21 Sunday Folayan: Is this on the procedure or on the resolution? 

0:11:24 Christian Bope: On the procedure, sir.

0:11:26 Sunday Folayan: Christian, you have the floor.

0:11:28 Christian Bope: Just I want to ask you two questions, before we proceed, on the procedure. Because normally, when a resolution is tabled, you started to do the debate and update.

0:11:44 Sunday Folayan: I said that, for each of these resolutions, we are going to discuss them.

0:11:51 Christian Bope: Exactly.

0:11:52 Sunday Folayan: I said that.

0:11:53 Christian Bope: Which means that when we will discuss, it will be different with the one we have in the bylaws which means... Which means we will use this to vote for something which is not correct. I call you to this paper. You see, this is the first problem with us.

0:12:07 Sunday Folayan: I don't understand what you're saying.

0:12:09 Christian Bope: What I'm saying is, after a discussion, there will be some updates on the resolution. If I compare the updates even with the ones here, it will be different. It seems that we are voting on different things.

0:12:25 Sunday Folayan: Christian. Can we... When we get to that bridge, let's cross it.

0:12:29 Christian Bope: We are in that bridge.

0:12:31 Sunday Folayan: What I'm saying, nothing has been presented yet, be patient. Christian...

0:12:37 Christian Bope: Now we are discussing about the procedure, right? Which means that everything should be clearly defined before we move forward. That's why I'm raising my concern.

0:12:46 Sunday Folayan: I understand what you are saying, but until we get to see what exactly you are saying...

0:12:53 Christian Bope: But we are there.  ____ something you want us to wait for  ____ to issue the...

0:13:00 Sunday Folayan: Now, you please understand me, I have sought to understand you. Please be patient to understand me. Whatever is wrong, this assembly is going to see what is wrong and then take a decision. You are telling us something is wrong. We haven't seen what is wrong.

0:13:15 Christian Bope: I didn't say that. What I'm saying is we should define the rule before we proceed. This is my concern.

0:13:22 Sunday Folayan: Please, can you state what rule you have in mind? 

0:13:27 Christian Bope: Okay, maybe let me restate my concern. What I'm saying is, when someone tabled the resolution, they will be able to do some edits. There will be some change on the resolution.

0:13:42 Sunday Folayan: Resolutions cannot be edited, that's the point. A resolution is either accepted or rejected, it cannot be modified.

0:13:52 Christian Bope: Disagree.

0:13:53 Sunday Folayan: Yes. I thought you knew that. I apologise. I frankly thought you knew that, so I was confused.

0:14:01 Christian Bope: No. Chair, I disagree.

0:14:03 Sunday Folayan: Sorry? 

0:14:05 Christian Bope: I totally disagree with you.

0:14:06 Sunday Folayan: You disagree with me? 

0:14:08 Christian Bope: Yes.

0:14:08 Sunday Folayan: Amazing.

[laughter]

0:14:15 Christian Bope: Chair? If I may speak Chair.

0:14:21 Sunday Folayan: All right. I just said that the resolutions cannot be modified on the floor and a member disagreed. I'd like the legal adviser to clarify.

0:14:34 Ashok Radhakisoon: Thank you, Chair. Now, if you look at the nature of a special resolution, it requires notice of 21 days before it is tabled... 14 days. Now this, it is a special resolution put in with a notice circulated to members. According to company practice, a special resolution cannot be amended because if it is amended, it becomes a new resolution. If you are going to vote on it, it's a special resolution, it has to pass the test of the 14 days with the logic, it cannot be amended. Of course, it can be voted upon with whatever success or failure it is going to catch, but no amendment except for editorial corrections or if it involve accounts then you change the status of the account, this is possible. As a matter of principle, special resolution table cannot be amended. Now, I said it in terms of company practice. You won't find it in the bylaws, you won't find it in the company's act.

0:16:07 Sunday Folayan: May I state for the avoidance of doubts... I will come to you, Christian. May I say for the avoidance of doubts that a special resolution requires 75% votes to pass, 75% votes to pass because it is a special resolution. So anybody who does not want the resolution is free to vote against it. It is the responsibility of the proponents to make sure that 75% of members support that resolution. Having said that, if there are still issues on the procedure, let us discuss. The resolutions have not been tabled so they cannot be discussed until they are tabled, and that is why we never opened e-voting on the resolutions until now. Until they are tabled, though the notice is given, they cannot be discussed. I see... Oh, Christian again, no. Omo, I'll take Omo first and then come back.

0:17:20 Omo Oaiya: Thank you, Chair. Please forgive me if I am not as conversant with the rules, but I noted that Legal emphasized that this was according to company act. So I'm wondering, we're a consensus organization, why are we voting? Because I am not sure... I'd like to see a show of hands and I wonder... And if these are the bylaws... Because, if these are the bylaws, and these bylaws are driven by the community, perhaps there's an issue here that I don't understand. So I was hoping somebody would clarify.

0:17:56 Sunday Folayan: Thank you, Omo, for a very, very good question. Again let me emphasize what I said yesterday. You see, until we hear ourselves we might be walking with these assumptions. I would rather want the proponent of the special resolution to tabulate first. There will be arguments for, then there will be arguments against. Then we can take decisions before we go into voting, for all I care as the chair of this meeting, we may not even process all the resolutions. So I think let's hear ourselves first, whether for better or for best, at least let it be heard. Having said that, Christian? 

0:18:49 Christian Bope: I want to confirm with the legal counsel because I am not a lawyer. If I have followed the legal counsel correctly, the option to prevent us to update a special resolution is not in the bylaw, neither in the company act. Am I correct? 

0:19:19 Ashok Radhakissoon: No, there's no express provision in the bylaws but as I told you earlier, since the special resolution needs a notice of 14 days before being tabled, if you change that today. You have a new resolution which requires notice to the assembly. That's the logic. I have always as company secretary given that advice, stood by that advice I have my friend Mr Mike Sibler in the hall maybe, if he could confirm or concur with me or not.

0:19:55 Christian Bope: Which means what we are doing is logic, it's not abiding by the law, right? 

0:20:01 Ashok Radhakissoon: No, if you refer to the notice of 21 days, it's purely legal.

0:20:06 Christian Bope: Yeah but I'm more concerned about the editing aspects because I want to know based on which legal document we are standing on. This is my concern.

0:20:16 Ashok Radhakissoon: I said that's the logic, I said that already. There is no express provision in the company's act nor the bylaws. But the company's act tells you if you want a special resolution, you put it on the table 14 days before the AGMM. Now if you change that you have a new special resolution before this assembly which hasn't stood the test of the 14 days. That's the legal aspect of it.

0:20:40 Christian Bope: At the same time nothing will be able to change that. Thank you.

0:20:46 Sunday Folayan: I need to understand your summary. Okay, yeah. Seun? 

0:20:53 Seun Ojedeji: Yeah, Mr. Chair, my name is Seun Ojedeji from Nigeria. I just want to again ask that you clarify for us what resolution you said was published on your website because I haven't seen it, I've been checking, I've been checking...

0:21:10 Sunday Folayan: I did not say any resolution. I said the resolutions that the board took will be published on the websites.

0:21:22 Seun Ojedeji: Okay, point of clarification, Mr. Chair. You did mention yesterday and I hope I got you right that the resolution, that those motions that were approved that will be published on the website today. That is only the minutes that will be delayed, so...

0:21:45 Sunday Folayan: Seun, two things please. What we are discussing now has to do with special resolutions. Whether-please hear me. We are discussing the special resolution part of the agenda. What you were talking about yesterday or whenever has nothing to do with these special resolutions. These special resolutions were sent to members 14 days before this AGMM. I didn't say they were published. And this is according to the bylaws...

0:22:20 Seun Ojedeji: Mr. Chair, I am not referring to this special resolution...

0:22:24 Sunday Folayan: Then you are out of order. What we are discussing now is the procedure for the introduction of the special resolutions. Please help me to run an efficient meeting.

0:22:35 Seun Ojedeji: Okay. Thank you maybe I'll bring it up during the AOB.

0:22:38 Sunday Folayan: Thank You. Professor Quaynor? 

0:22:40 Prof. Quaynor: Yes, Chair. I have a question and a statement. The question is in what capacity are these resolutions being presented, you said a member, what member? 

0:22:56 Sunday Folayan: I did say that and that was the reason why I said Andrew should step down from the podium to take off his board hat because he proposed the resolution as an ordinary member. But I'm sure when the resolutions are being put on the table that will be answered. And that's why I said once the resolutions are presented it might be prejudicial to make pronouncements on what has not been presented.

0:23:30 Prof. Quaynor: Please, sir. I'm not asking about a content or the resolution. I'm asking who is proposing these resolutions? 

0:23:40 Sunday Folayan: The resolutions are being proposed by Andrew Alston.

0:23:47 Prof. Quaynor: In what capacity? 

0:23:50 Sunday Folayan: Andrew? 

0:23:54 Andrew Alston: As I represent no less than 10 organizations, so for the avoidance of doubt, they are being proposed by Liquid Telecommunications holdings in Mauritius as a member of this community.

0:24:12 Nii Quaynor: So this is a resolution from Liquid Communications, is that correct? 

0:24:19 Andrew Alston: For the avoidance of doubt, yes.

0:24:22 Nii Quaynor: Thank you very much. Now, I just wanted to be clear, I'd like to make a comment.

[background conversation]

0:24:43 Nii Quaynor: Okay. This resolutions to be discussed, I believe, will end up being voted upon in some form or fashion. I think with respect to procedures, we need to be reminded that if it's as fundamental as affecting bylaws, it may be better for us to be looking for consensus than by voting. Because we are a community-based organization and so as a procedure I am uncomfortable. You can say the bylaw says this and you followed that, but I say good judgement tells me that if this is a community organization and we reject voting we want consensus. So I want to put that across as procedure. If you decide that you will not consider that, that's fine with me, but as good judgement I respectfully ask you to consider that we handle this differently so that we reach out to the community at large who are not even here because the bylaws can have a very fundamental, impacting effect. And so, we should not treat this simply as amending portions of a document that we all live by. Thank you very much.

0:26:08 Sundsy Folayan: Thank you very much, Prof. I would just like to... Before I take further comments, draw the attention of members to the relevant questions of the bylaw and I do that with all sense of responsibility so that we are all on the same page. First is number 7 of the bylaws, article seven, 7, specifically 7.2 which says... Sorry, 7.6. I would like to read the introduction and the relevant section. But what Prof as said, "Without prejudice", totally is logical. 7.6 states, "The registered members and the resource members shall at Annual General Members Meetings or by way of written resolutions, in addition to rights conferred by Article 7.1 and 7.2. Have the rights to, and I take 6, consider and approve by special resolution, if appropriate, proposals for the revocation amendment or replacement of this constitution. So obviously then, 7 appoints by ordinary resolution at its Annual General Members Meeting, the auditor of the company to hold office until the conclusion of the next Annual General Members Meeting.

0:28:18 Nii Quaynor: And 8, request the board by way of a notice signed by not less than 5% of the registered members or resource members to call a special general members meeting to vote on one or more resolutions. And of course, 9, resolve by special resolution to put the company into liquidation. We are not doing that right now and we will not.

[laughter]

0:28:56 Sunday Folayan: So the point is, again I say, and I say it with all sense of modesty, let us discuss the resolution first. If the proposer obviously sees the merit why it should not be voted upon but the community be allowed to look at it, I believe we are all honourable and it can be withdrawn if need be. So I would not want to pre-empt but this is not an attempt to just exercise votes because they are votes. I think we have a business to conduct. Let us conduct our business but let's make sure it is done properly. Yes sir? 

[foreign language]

0:29:45 Ousmane Moussa Tessa : Good morning everyone. It's a very good thing that the chairman has mentioned this issue, 7.6. I'm not very comfortable with the idea that when these special resolutions are submitted, it's only here and now that I understood that it was a group of registered members who presented this, while on the site, there was only one member, one name. And in my humble opinion, I trust him but I would have liked that he'll bring the proof that it was outside of an individual and personal process that he has talked to the other members. This is desirable. It will allow us for the future to respect the 7.6. That individually, when we'd like to submit a process like this, that will bring the proof that to us, that these people who asked you to do that. Thank you.

0:31:13 Sunday Folayan: Thank you very much. Without discussing, we cannot know whether the proposal has any supporter or not. So the bylaw does not say that when the proposal is made, it should first be discussed amongst members before being brought to the AGMM. So, excuse me.

0:31:51 Ousmane  Moussa Tessa: Sorry. Maybe there is somewhat a bad translation. What I'm trying to explain, it is when I saw this special recommendation, I read Andrew. Yeah, but during the session, he came and said, "Oh, okay. Resolution is on behalf XYZ." I thought that is really important. It is a good thing to know that we can stop such process on behalf of all our members. So I get my... Get the message, get what he say. I guess it's on behalf, how can you... How can I assure the other people that it is on behalf really of others? 

0:32:45 Sunday Folayan: Again, I insist.

0:32:46 Ousmane  Moussa Tessa: That is not the question.

0:32:47 Sunday Folayan: Your question, I very much understand. But you see, I am in a situation where members are pre-empting other members. A resolution has not been presented. Let it be presented then let the people come forward and say, "Yes, it's on our behalf." "Yes, we support it," or, "No. This is the first time we are seeing it. Indeed, this person does not hold our confidence." I think we are pre-empting, okay? So procedurally, until the resolutions are tabled, I think most discussions are jumping the gun. Forgive me, while I don't mind going into that, then we are discussing the resolution and I don't want to discuss the resolution until we sought the ground rules. Am I clear? Because I want us to make progress. Boubakar.

[foreign language]

0:33:41 Boubakar Barry: Boubakar Barry.

[foreign language]

0:33:46 S? Boubakar Barry: Thank you, Mr. Chairman. I think that's a wise decision. Let's first talk about the processes and the principles. I think that we are talking about special resolutions that pertain to the statutes of our organization. And I would like to say that the statutes of our organization should not be changed at each general assembly. There are a number of resolutions that are put forth. During yesterday's discussion, there were many concerns put on the table. Today, maybe they'll be the same in the open mic, maybe tomorrow as well.

0:34:28 Boubakar Barry: What I propose, that since we are a community, wouldn't it be more reasonable to take all of these proposals and to add to what was said yesterday today, maybe tomorrow, have a small committee, maybe that will be in charge of amending our statutes. Because we are all Africans and we know what happened in our countries in the last few years. Constitutions have been changed every six months or every two years. And what I see, a very... I am not satisfied. This is only organization when we come to the general assembly, everybody would like to change the statutes. I don't think we should... This is not what we should have in our association and nor should think about that seriously. One last word, please. Yesterday, a while ago, I said, "Maybe I did not understand your answers." So I put a hat because, these are the resolutions of yesterday, that will be for June while, in fact, you were talking about resolutions of November. Thank you.

0:35:47 Sunday Folayan: Thank you very much. Boubakar, your point is well noted. The only thing is that it is not possible at this point to prevent the resolutions from being tabled. I said this over and over and over, that it is tabled does not mean, it must end up in voting. I have said that. But without hearing this, how do we know that it is harmful? Suppose it is very nice, we've not heard it. So let's hear it first, then let us draw the conclusions based on what we hear. Then we can decide whether to go into voting or not. For all you know, this resolution might be a convenient way for perhaps the person even proposing it to be voted out of the Board with immediate effects. You never know.

[laughter]

0:36:48 Sunday Folayan: So if a booby trap is set, you never know who falls into it, whether the person that sets it or the first person that comes. But at least let's follow the process. I recognise a gentleman at the back, then Mike, and then the gentleman to the right. The gentleman at the back.

[foreign language]

0:37:13 Serge Ilunga: I'm Serge Ilunga  from Vodacom. I looked at the bylaws and 0.66. It is said, the bylaws are... I think that despite of this meeting... Seven-six-six. 7.66. Mm-hmm. At the beginning of this meeting, I tried to take the floor because I felt a bit concerned, when following it was said yesterday. I noted that there was some people were uncomfortable within our community and that we should try and solve the problem. And, this is not the appropriate moment to deal with the documents which are the foundation of our community. Thank you.

0:38:29 Sunday Folayan: Thank you very much. Mike.

0:38:32 Mike Silber: Chair, thank you. Just firstly, on a point of order to confirm that Andrew Alston is authorized by Liquid Telecom to propose these resolutions. There's no issue. I'm surprised that people called that into question. With regard to process, I understand and I always listen with great interest and respect to Nii's comments. And I think he is correct, that there are ways and means of doing things. And one way of doing it is, to involve community engagement, try and build consensus. Once consensus has been built, then to take a resolution forward which at least has gained consensus amongst the working group. That hasn't happened in this case and for a number of reasons. Firstly, because the mechanisms don't currently exist for the creation of ad-hoc working groups to take issues like this forward.

0:39:27 Mike Silber: Secondly, because of a perception of urgency around the issue. So my suggestion is, following yours Chair is, let's have a resolutions tabled and if the voice of the community is to say these are irrelevant, take them off the table. Then they will vote them down. If the voice of the community says these are relevant concerns but we would like as a community to engage with the issues, let's give them opportunity, let's form an ad-hoc working group to look into these issues and move them forward, then possibly the proposal will take them off the table for that process to work. And if the community as you were suggesting is in complete agreement with one or all of them, then those may very well be voted on today and voted forward. And that's a reasonable way forward. But Nii is correct. The voice of the community and the opportunity to build consensus is important. This was a short-cut. So let's see if the short-cut takes us somewhere where we like or it has some value and we move forward with it but we don't follow the exact process.

0:40:34 Sunday Folayan: Thank you.

0:40:35 S?: Thank you, Chairman. Really, I've said most of what I wanted to raise. I just want to add that since we read all the eight resolutions that when they are tabled, they are tabled briefly so that we save time.

0:40:50 Sunday Folayan: Thank you. So we're about to where we were. The resolutions will now be tabled. Then we will discuss the resolutions. If we gain consensus, beautiful. If we don't gain consensus, we decide what to do whether put up another group to discuss them and come up with something that we can then discuss again, or out-rightly we even confine them to those being by voting them out. So I'm happy that we're going to make progress finally. But let me say that the interests of every member will and should be protected. We have an institution and organization that we are all proud of. This is not the time to throw stones at that organization. So Andrew, you please go ahead and present the resolutions one, two, special resolutions, one, two, and three. Then we will discuss them.

0:41:58 Andrew Alston: Chair, if I may also just before I start doing that, ask for a point of clarification potentially either from the board or from legal counsel. In resolution one, it states at the bottom, for the avoidance of doubt, this resolution to come into immediate effect. Is that subject to change or is that not subject to change? 

[pause]

0:42:38 Sunday Folayan: Andrew, I have consulted with the counsel and the CEO and the interpretation of immediate effect is as soon as possible which is not this election for the purpose of that resolution.

0:42:55 Andrew Alston: Okay. Thank you very much for the clarification. In that case, I will proceed with this. Had that not been subject to change, I would have probably deferred the voting on this resolution because I'm not convinced at this point that this should come into effect with regards to this resolution. I mean this...

0:43:16 Sunday Folayan: Sorry, I don't understand you.

0:43:18 Andrew Alston: What I mean Chair, is that what I'm saying is that had the interpretation been different or had I been unable to modify that, I would've deferred this resolution. But since this is only coming into effect from following elections, I shall proceed.

0:43:38 Sunday Folayan: Well, if you wanted to defer it you still have the right.

0:43:42 Andrew Alston: Yes, but I no longer want to because the only reason to defer it would've been that it would've affected this election which I'm not convinced it's, so.

0:43:49 Sunday Folayan: It cannot affect this election.

0:43:51 Andrew Alston: Thank you Chair. Okay.

0:43:52 Sunday Folayan: Can you proceed to present? 

0:43:54 Andrew Alston: Okay. I'm not going to read the resolutions other than to say that I will cover briefly what their content is the rationale behind that. This first resolution basically puts term limits on directors. We have spoken at length about encouraging new blood in this community. I am no longer convinced that it serves the community to have board members in a position to be elected in perpetuity. I point out that in this election there were participation requirements introduced. That alone gives current board members an advantage in the elections since they will, by default, be present at every meeting and participating, other members will not.

0:44:46 Andrew Alston: So we're already sitting in a situation where board members have an advantage just by the current rules of the current slate. I also strongly believe that we need turnover. This resolution allows for six years. That's more than half of AFRINIC's existence, and I argue that yes, we need some backstopping to understand the previous history, but is that not what the Council of Elders is there for? The Council of Elders provides us backstopping of previous Chairs and therefore I would prefer to see a situation where we have regular turnover and the term limits on directors are restricted. And I also note as the proposer that these resolutions will affect me as much as anybody else and I will stand by them from the time of my re-election. So, that is the first resolution proposing term limits on them.

0:45:46 Andrew Alston: I also just need as a point of clarity to note that all of these resolutions were put on the members list as part of the AGMM agenda 14 days ago and as a personal note and a personal concern, it concerns me that up until now with 14 days to debate these, I have not seen a single mail...

0:46:08 Sunday Folayan: Andrew, can you address your resolutions, not the members please? 

0:46:12 Andrew Alston: Yes.

0:46:13 Sunday Folayan: They are free to ignore you. Address your resolution please.

0:46:16 Andrew Alston: Fair comment. With regards to special resolution two, at the moment if we ever end up in a situation where on an election slate there is one candidate, there is an issue in the bylaws in the fact that the community does not get to either confirm that guy or say that we actually want him. Which means that if two people come and say, "I'm nominating... " or three people do, and he's the only valid nomination, suddenly he's approved, irrespective of if the community want him or not. That is not community voice. So, all special resolution two says is, in the case of a single candidate, let the community actually confirm that that candidate is desirable to the entire community. And I think that that is just in the interests of fairness and transparency and simple good governance, so it calls for a confirmation vote.

0:47:21 Andrew Alston: With regards to resolution three, what this says is we in AFRINIC have a concept of regionalisation. Now, in the concept of regionalisation, I personally would prefer that we had no regionalisation because I don't want the factionalism. However, having discussed with many members of the community, I don't believe we're in a position at this point to actually remove that. And so, what I've proposed is to say that if a region elects their representative and that representative then leaves the region and is no longer domiciled in that region, it can be argued that, that director is no longer in a position to adequately represent his region. And I would argue that, therefore, he should forfeit his board seat and another election should be held. Or alternatively, there is a clause in the bylaws that it lets the directors do an ad-hoc appointment to fill a casual vacancy, and a new election would be held at the next AGMM.

0:48:46 Andrew Alston: But the point is, if somebody is no longer domiciled in a region, can they really be representing that region when they are not even in a position to truly communicate with the members there, really get a sense of what's on the ground? I would argue, no, but I welcome the community voice on this. And those are the three resolutions, I presume we're not going any further than the first three.

0:49:12 Sunday Folayan: Thank you. Yes, those three resolutions, we will deal with now. Thank you very much, Andrew. May I request for a round of applause for him.

[applause]

0:49:25 Sunday Folayan: Some things require courage. This is one of those things. Discussions on the resolutions. Discussions on the resolutions. Discussions... I see Christian, I see Seun. Now the line is growing. Perhaps I need to... Okay, I will start somewhere. I will start with the gentleman here, then here, then I'll go to the back and walk that way.

0:50:16 Richard: Thank you, Mr. Chair. Richard from TENET. The immediate problem I have with Resolution Three of the proposal is that it assumes there will always just be males on the Board.

0:50:27 Sunday Folayan: Sorry? 

0:50:27 Richard: It assumes there will always just be males on the Board.

0:50:32 Sunday Folayan: Will always be what? 

0:50:34  Richard : The resolution says, "He, he, he."

0:50:38 Sunday Folayan: Oh, okay.

[applause]

0:50:45 Sunday Folayan: Andrew, I've not given you the floor. Otherwise, I'll call security on you.

[laughter]

0:50:52 Sunday Folayan: Then.

0:50:53 Gregoire Elouhi : Okay, thank you Sunday. My question goes to Andrew on the third resolution. What does he mean by not domiciled in the region? Is it for one month? Two months? Six years? Four years? And what happens when the person comes back into the region? If you can disclose that because it's unclear.

0:51:11 Sunday Folayan: Please address the Chair.

0:51:12 Gregoire Elouhi: Yes, I'm sorry. The table issues are  ____ clear in my mind because  ____ is not resident in the region, is it one year? One month? Two weeks? What is it? And then more about what happens if within that time period, the person happens to come back? Does he get  ____ to come back or not? Thank you.

0:51:33 Sunday Folayan: So the definition of domiciliation. You take note of all the comments that need reaction and after the comments, you will react to them. The gentleman at the back. Yes, Paulos.

0:51:46 Paulos Nyirenda: Thank you, Mr. Chairman. Paulos Nyirenda from Malawi. I would like to refer to 7.6 by 6 of our bylaws, and I think it proposes consideration of a resolution in two stages. First of all, we decide if it's appropriate, then we vote on it. So I would like to propose that we consider it to be resolution, and you determine the way of voting with a show of hands or whatever, whether it is appropriate, and after that, then we vote whether to approve the resolution or not.

0:52:27 Sunday Folayan: Thank you, Paulos, you chose to Chair my meeting from the floor. I had done exactly what you are saying in my introduction, but I guess because people were too eager not to listen to the resolutions, you actually missed it in my introduction. Exactly what you said, the three resolutions have been presented. We now go to discuss them in as much detail as we want to discuss. When we are done with discussing them, we will now take them one at a time. If we agree we need to vote on them or for whatever we, in the discussions, believe is the fate of that resolution, then we dispense.

0:53:09 Sunday Folayan: And I gave three options in my discussions. One, we may decide to lay it on the table, give it the treatment that  ____ recommended, set up committee to look at it. Option Number two, discard it, it's not worth our consideration. Option Number three, even the presenter may withdraw it. And you almost saw the first resolution being withdrawn. Thereafter, if any of those three cookie cutters don't fit, then we go into voting on it. But take note of the fact that if people are not for it, they can just vote against it anyway because it requires 75% to pass, and that's an awful size.

0:53:58 Sunday Folayan: So Paulos, if you still have anything by the rules, you should join the back of the queue. Remember the rules. We've said so. Thank you. Owen? 

0:54:09 Owen DeLong: Owen DeLong, Akamai, ARIN AC. I'd like to take a brief break from the various discussions of procedure, and actually comment on the merits of the proposals. Is that acceptable? 

0:54:22 S?: Yes.

0:54:23 Owen DeLong: Okay.

0:54:23 Sunday Folayan: Please go ahead.

0:54:24 Owen DeLong: So term limits are, in my opinion, an utterly bad idea. We already have the most appropriate form of term limits. And that is, if you don't like the person in on the board, vote them out at their next re-election.

0:54:38 Sunday Folayan: Thank you very much, Owen. Yes, sir? 

0:54:42 Owen De Long: Thank you, Chair. In the same vein, I'm also just discussing the merit of the resolutions. I actually personally think that the first two are of sound consideration, but I just want to bear in mind what Mike say, that we take them through a process of consensus building in the community. So that the whole group, which is recommended, is handled with... Let's say with the Governance Committee being instituted, can look at them and propose adjustments to the whole constitution.

0:55:17 Sunday Folayan: Thank you. Let me say that the two positions are not the same, though you say you are agreeing with Owen. What Owen said, is that there's really no problem now, so this resolution is not needed, because the bylaw does not set term limits. The community decides when someone has exceeded their term by not voting them back. That's what Owen said. Yours is saying that you want term limits, so this should be given to the governance group. Ah, Okay. I just wanted you to be sure that... So, Christian.

0:56:00 Christian Bope: Yeah. Me, I would just like to comment on resolution three because I think every member we should not allow ourself to be used by some resolution. The reason why I'm questioning about this resolution is we should be frank, and be transparent. This resolution is against me, because now I'm living at present in Singapore, and in order to kick me out, you make a resolution to convince the members to vote on it. I'm an African, my passport is Congoloese passports. If you check my passport, I'm a Congolese resident. You see, we should be frank, and we should put in place something which will help this organization. Not fighting against each other. It's my comment, thank you.

0:56:45 Sunday Folayan: Thank you, Christian. Please refer to the last clause of the resolution, for the avoidance of doubts. This resolution, if passed, shall come into effect for any director not yet elected, and does not apply to current city directors.

0:57:04 Christian Bope: Chair, you're not... Andrew... Let Andrew to respond to you.

0:57:07 Sunday Folayan: I'm responding to English...

0:57:10 Christian Bope: No, if I'm the Chair...

0:57:10 Sunday Folayan: Andrew will not interp... Excuse me. Andrew will not interpret our rules. The rules, as proposed, is what I am reading. Andrew shall not interpret our bylaws.

0:57:25 Christian Bope: No, Chair. You see, you see... Today, today in most of the African countries, we have many problems. Because we are deciding our position based on individual. We should be aware of it, and be frank, and work for the community, and not because you don't want me. You put the resolution on the table. Let's be frank. Let's be... Let's... Let ourselves say, "I put it... " No, let's be honest with... You see, he is saying...

0:57:57 Sunday Folayan: Thank you, Christian. Thank you, Christian. Andrew? Please, you add to the things you will respond to when it is time. Mark, then I'll come to Boubakar.

0:58:08 Mark Elkins: My name's Mark Elkins, I'm a member of this community, and I live in South Africa. The first resolution brings back to the bylaws, items that were there before. They were removed before, because if... I believed that they were removed before because the maturity of this group had grown to the point where we didn't need a rule like that. Therefore, natural selection at the polls would take place, and that's how we would remove people. So I'm very much against resolution number one. Resolution number two, I think it's a very good idea. In fact, no one's commented negatively, or positively, about it. I think it's a sensible idea, and I believe that the floor should look at adopting it. Resolution number three... What does it say? I've left my glasses up there. Oh yes, yes. Whether... If a person... If a representative of your group, living in your area, moves out to a different area, then it only makes sense that he's no longer representing that group. Therefore, I believe that this makes a lot of sense. Thank you.

0:59:26 Sunday Folayan: Thank you very much. Boubakar? 

0:59:28 Barry Boubakar: Boubakar Barry.

[foreign language]

0:59:33 Barry Boubakar: I am not going to speak about the resolutions themselves, whether they're relevant or not. But I'd like to know, at the legal level, whether the introduction are integral part, or whether the justification is an integral part of the resolution, because resolution three cannot be examined, it cannot be... It cannot pass because no board member is nominated by his region. It's the whole community which elect, which appoint the board member. What is written here is that the members are elected by their region. Otherwise this will have an impact on the resolution.

1:00:31 Sunday Folayan: Thank you. Counsel.

1:00:34 Ashok Radhakissoon: Thank you Chair. Now if I read from the Bylaws, Article 13.5, it say that each of the following six sub-regions of Africa shall be represented by one director as indicated below: Northern Africa, Seat 1; Western Africa, Seat 2; Indian Ocean, Seat 3; Central Africa, Seat 4; Southern Africa, Seat 5; Eastern Africa, Seat 6. So it is clear in the bylaws that they come by way of representation of a region. It's still there, but it is not voted by the region, it is voted by the AGMM which comprises all the inter-African internet community.

1:01:24 Sunday Folayan: Thank you, Counsel. Go back to the line.

1:01:27 Seun Odejeji: Yeah, this is Seun, thank you very much, Seun from Nigeria. On Resolution one, I initially had a mind of support it. However, based on the discussion that I've been hearing on this floor, I think I would like to oppose it and I think that's one of the reasons why it's good that we're having this discussion on the floor. For Resolution two, I'd like to disagree with it. I would strongly suggest that NomCom be mandated to ensure that there's always at least two candidates for election. One of the rules of NomCom is actually to go out and seek for candidates. So this is a continent of over one billion people. I think we should be able to get candidates to fill those positions.

1:02:25 Seun Odejeji: For Resolution three, I disagree with it as well. I think it's quite vague in the sense that I may go out of the country for a cause, for instance, that does not stop me from actually carrying out the mandate as a board member. We need to define what we mean by "staying out of the region". That is my work. I'm not being paid to be a board member, I'm serving. So if my work carries me out of the region, then it means that I am out of the region but I am still serving as a board member! It is unless you ask me to actually do something and I am able to do it, on mandate, that is why you may think that I am not eligible to be a member.

1:03:29 Sunday Folayan: Thank you Seun. On a lighter note, I think what it means also is that if members can go out of the region, they can carry the IP resources with them, isn't it? 

[laughter]

1:03:42 Douglas Onyano: Douglas.

1:03:45 Douglas Onyango: Chair, this might be targeted at me and I oppose to this last part.

[laughter]

1:03:53 Douglas Onyango: Resolution one. Unfortunately, I do not support the resolution. I think Owen has clearly stated the reasons why, but again one other thing I would like to add that for a board institutional memory and maybe the experience that the older members are bringing is definitely useful, we need it. Also, Andrew's text seems to suggest that he wants high turnover. I view high turnover not as an end in itself but a means to achieving something, and for me, when you say high turnover you're bringing in new, fresh blood that may or may not have been tested or have the required experience. Meanwhile, we're sending off members who really also may not have experience but at least we can work them in and out. This is my reason for being opposed to the first resolution. As for the second resolution, I support it, I find it most reasonable. Thank you.

1:04:55 Sunday Folayan: Thank you very much. ____ Prof? 

1:04:58 Nii Quaynor: Thank you. I am against all three of them in principle. I do not believe that we should be discussing even the content of these proposed bylaws. These are so encompassing and so sensitive that it is better it went through a committee. Regarding the contents, I say that people will have to decide the term, the committee will have to decide how to strengthen NomCom to get whatever they need or people have to determine what domicile means. But, from principle, I do not think we should do it this way. Secondly, I wonder why these particular ones are of interest to Liquid Telecom? 

1:05:47 Sunday Folayan: Please take note of that question: Why are these of interest to Liquid Telecom? 

[background conversation]

1:05:56 Serges Ilunga: Thank you. I would like simply to make a remark concerning my disagreement about the way... Some answer were given to my concern, I think, that these resolution have been drafted by someone whom I think can understand better, the spirit behind... I think it's up to him to answer about what was drafted in these resolutions. Thank you.

[background conversation]

1:06:58 Serges Ilunga: I disagree with the way the Chair is handling the questions.

1:07:00 Sunday Folayan: The way, what's...

1:07:02 Serges Ilunga: The way the Chair is handling the question raised by the community. I think that's those resolutions were written by someone, who have to answer to the question coming from the community. And I think...

1:07:28 Sunday Folayan: Please take a note. I have not answered any question. What I've just done is to moderate the questions I've asked Andrew to note he would come back to answer all. I have not answered. I have only spoken once and that's to the intervention by Douglas, and it was a joke. Please, I hope you recognize...

[background conversation]

1:08:11 Omo Oaiya: It's a tough joke Chair. What I was going to make, is similar comments, because you actually have commented on the comments, and, I know you don't intend any harm, but it could perceived to be a bias. For some people, you might even intimidate them. I just wanted to make the point.

1:08:28 Sunday Folayan: Thank you, Omo  Oaiya. That's noted. Merci.

1:08:32 Omo Oaiya: Thank you.

[background conversation]

1:08:34 Ilunga: Thank you. I am Serge É. from Burkina Faso, I would like simply to say that we enormously appreciate the effort made by Andrew to propose these texts, which are submitted to the committee for appreciation. But in view of the discussion we had yesterday and all of the discussion made so far, isn't it wiser to implement a committee or a commission? To dedicate its work, to analyze these resolution, I think we, who are member of AFRINIC, we have some concern about the quality of the work which have been done. We would like to ensure the stability of AFRINIC, because these are fundamental texts, isn't it wiser that these texts be analysed by a committee dedicated to do this? 

1:09:37 Sunday Folayan: Thank you. Ben, then...

1:09:40 Benjamin Eshun  : Yes, Chairman, if you may, I want to seek some qualification from legal on the term "representation", because from what I'm reading, isn't that the board members should represent this for all the people? Ben doesn't say that there must be domicile, in that, in the region, so I'm not too sure whether it is... And so, could you please ____ shall be represented? 

[background conversation]

1:10:11 Sunday Folayan: Okay. Legal Counsel.

1:10:14 Ashok Radhakissoon: Yes, I concur... I concur with the gentleman who just said to the floor. It's not there, but I said that earlier, they might represent a region. They were not elected by the region, they were elected by the whole community. Now you say, rightly there is no requirement to be domicile in those areas.

1:10:33 Benjamin Eshun: Which means that even... Is that if they even live in the region or the continent because still represent the region, so that makes the resolution... So, that's used to change the resolution.

1:10:46 Sunday Folayan: Well, okay. At the fear of being accused again, let me give Adiel the floor.

[chuckle]

1:10:54 Sunday Folayan: Sometimes it's a... [chuckle] Forgive me. Adiel.

1:11:00 Adiel Akplogan: Thank you Chair, Adiel Akplogan, my personal capacity. I think the issue about the region need to be put in context, and the spirit of it, that's what needs to be understood, because there are other resolution that we touch on that point and it's good that we... We are clear on what we're talking about, about regional representation. The spirit, I think, of the bylaw was to make sure that there is a diversity within the board, but Board member represent their community, they are elected by the community and then they do not represent a particular region, so I think that is very important. The spirit is key. Thank you.

1:11:40 Sunday Folayan: Thank you very much Adiel. Ms. Oudoma.

1:11:46 Oudouma: Okay. Thank you very much. Somebody has taken... Has taken what I wanted to say first, is to appreciate that somebody talked about all this, read the constitution and is coming up with some resolution, special resolutions which is good for the community and is good for all of us. Having said that, I would also support the idea of... Since it touches the fundamentals of AFRINIC bylaw that a committee be setup to look at it and work through it and see how these provisions would be adapted or how whether bring up other perspectives and then the next AGMM it will be present... The committee will present its findings and its work and then, we would take it from them, thank you.

1:12:51 Sunday Folayan: Thank you very much.

1:12:52 Arnaud AMELINA: I'm from] ____.

1:12:53 Sunday Folayan: Thank you very much. After the two, three gentlemen on the mic now, I will like to close the microphone. So I'll take the gentleman at the back.

1:13:07 Arnaud AMELINA: Merci Beaucoup.

1:13:09 Arnaud AMELINA: Thank you very much. I'm going to switch to French, I would like to thank Andrews for this initiative which is really good after 10 years, it's a real courage and bravery to try and find in the constitution some elements to move forward. I would like to congratulate him for this initiative. Concerning the three resolution, the basic idea as for which I wish... I mean we wouldn't see them as that, all the different disposition or provision, I mean which are provisional, cannot help us to move forward, so our aim is to reinforce our community but the spirit behind that is to have some dynamics within the governance so that's why we are all called really to make endeavour but definitely this approach which consist in taking just elements in the constitution and then transform them, with... In a superficial way, it is not a good way. But I would like to thank Andrews because after 10 years, I think we would like to accept resolution in order to look closely at anything what makes AFRINIC move forward after 10 years of exercises and work.

1:15:02 Sunday Folayan: Thank you, Mike.

1:15:06 Mike Silber: Chair, thank you, the last comment made was a very good one because the notion that these three issues plus the other elements for the special resolution can be taken in isolation, might be something worth considering and looking at and based on your previous discussion I suggest we move to a vote and depending on the fate of these resolutions, I would then propose a vote afterwards that we create an entity to look at some of the broader issues around director representation. I would however a lot to point out, there seems to be at least some elements of congruence around Special Resolution Two. And given that investigation, the overall structure might take a period of time. I would like to suggest that whatever your view is on the overall view and again, with all due respect to Nii, whose views I think are absolutely opposite on this issue. I think Special Resolution Two asking for an affirmation from the community regarding a single candidate is one that to me make such logical sense that it should be in place sooner rather than later while other issues aren't still on the fence and we'll see what the vote looks like as to whether those should be voted on today or be subject to community engagement.

1:16:27 Sunday Folayan: Thank you very much Mike. Last comment. Oh Ernest sorry, those are off... Online comment? 

1:16:35 Ernest Byaruhanga: Yes, yes.

1:16:37 Sunday Folayan: Okay.

1:16:37 Ernest Byaruhanga: The member is from Gabon from a company called IPI Gabon and he has two questions... He or she actually. The first one I will read it as it's written, "A point I would like to raise, two members asked to try to obtain consensus but not voting, better to have consensus than voting." That's the first comment. Second comment, "To add to the special resolution one, I would like to know if he is talking about consecutive candidate chair or if one elected member would come back again one election later", reading it as is.

1:17:28 Sunday Folayan: Okay, thank you. Alright Andrew you will now respond, one of the difficulties of being chair is that I now cannot give my own comments before you but while I have views on the resolutions I cannot give it, for you have the floor.

1:17:46 Andrew Alston: Thank you chair, although I must tell you, your comments would be welcome, but well procedure is what it is. Firstly, having listened to the floor and gauged quite a bit from the floor. I would like to defer Resolution One. So I am withdrawing Resolution One because I believe that there is no consensus for this and there is clearly opposition to this in the community, so I am prepared to withdraw Resolution One.

[applause]

1:18:27 Andrew Alston: Then I'm gonna run through these in order. If any of them are repeats I will skip over them but these are as I have them. It was noted by a member that there was a problem with regards to the male gender in one of the resolutions. I sincerely apologize for this. It was not intentional at all and we actually have at least one very beautiful female member of the board at the moment and I really honestly meant no slight by that. And it should actually have specified that it is gender irrelevant.

1:19:15 Andrew Alston: I'm just going through this. With regards to Christian's comment about being targeted at someone specific. Again, I refer to the final clause of Resolution three that says if this resolution clauses shall come into effect, then any directors not yet elected or not affected by it, and so I would invite Christian if you wish to be re-elected, run. But run under the bylaws because I point out that by the bylaws if you are not domiciled in this region you are not eligible to run anyway. So in no way does this affect you and I... Please read that last paragraph.

1:20:08 Andrew Alston: Then with regards to Resolution Two, Seun commented that the NomCom has to get a suitable slate. Potentially yes, I agree with you. NomCom is tasked with getting a suitable slate. However, if there is only one nomination, there is only so much NomCom can do. If the NomCom comes up with a slate of four people and three of them withdraw at the last minute for whatever reason, we can be left with a slate of one. There is nothing stopping that happening. So for the avoidance of doubt I am simply asking that we clarify a simple point and say let there be a confirmation vote in the event of something happening.

1:20:57 Andrew Alston: Then the question asked was asked, "What does it mean domiciled with regards to the Resolution three?" And in this regard, I point to the dictionary that states that domicile is defined as, treat a specific country as a permanent home. This means that you are living there permanently. You either have a residence permit, in which case you are a resident there or alternatively you have moved entirely. It does not mean that you're going to go away for work for a couple of months and you're gonna lose your sleeves. That is not what domicile means, and I think that I'm quite happy to hear from legal counsel, to hear what that would actually mean in legal terms with that word domicile there. And I'd like to hear some comment from legal there but that was my interpretation in writing it and I say that as not a lawyer.

1:22:12 Andrew Alston: Then I got asked the question of why these are of interest to Liquid? And before I answer this, I'm just gonna put my notebook down because unfortunately Apple hasn't come up with a light enough notebook. Actually, they have, I just don't own one. Why of interest? Every resolution here was designed having looked at the bylaws and looking for what I consider good corporate governance and designed to give this community as a larger voice as possible, that's what I was aiming for. For Liquid Telecom, IP address resources are critical. They are a critical, critical resource. They're critical to our business, they are critical to everybody's business here. AFRINIC needs to be a sustainable well run organization. At the end of the day, AFRINIC is still a business and what I mean by a business is that it still has to survive on its own two feet as a growing concern.

1:23:24 Andrew Alston: And at the end of the day, somebody once said to me that the only difference between a corporate and a non-profit organization is that one has to make a profit, the other has to avoid making a loss. Not sure that I agree with that because I think that this has to be a community driven organization, that these resolutions are simply designed to ensure that there is both good corporate governance and that we, as a community, have the most voice. So that's the comment on why Liquid Telecom was interested. And yes, there were probably many other areas of the bylaws that may need some revision, but we can't do everything at once, baby steps.

1:24:14 Andrew Alston: Then I'd like to comment on why I chose to put these forward the way I did instead of by committee. Unfortunately at the moment the bylaws do not actually allow for such a committee; it is not defined. The bylaws specifically state that modifications to the bylaws have to be proposed by a member, be he a registered member or be he a resource member. That is very clearly stated in Section 7.6. I quite like the idea of a committee, however I will also point out that at the end of the day someone still has to take that by the current bylaws and put their name to it. And I felt that it was time that these changes needed to be made.

1:25:16 Andrew Alston: So I put a name to it, and this is why I proposed these and I put them on the agenda and they were sent to the members' list. And I was praying that these did get discussed on that list before we walked into this room, because it would have given me a better gauge to gauge things. I also point out that, as per the bylaws, within seven days of this meeting, had there been comments, I could have made modifications to these, even if it meant spending money to get the resolution sent out. The bylaws are clear on that. But the lack of discussion from this community, and the lack of indication from this community let me no choice but to discuss them here at this meeting, because this community went into... What I've heard Sunday refer to in the past as 'mute mode.' And 'mute mode' doesn't provide guidance.

1:26:17 Andrew Alston: This community has to guide those of us who are trying to provide a good outlet. But that guidance has to come from this community, and if the community doesn't provide it, we end up where we are. So that is why this was not done by a committee, because the bylaws simply don't allow it. And I point out, just as an additional note, that if we do want such a committee and we want the committee to be able to promote and propose possible resolutions, that too will require a bylaw change that someone has to put his name behind, and I'd be happy for somebody to do so. I'd be more than happy to vote in favour of such a resolution.

1:27:10 Andrew Alston: With regards to the consecutive candidature in Resolution One, since the Resolution One has been withdrawn, I don't think it's really necessary to respond to that. So I hope I've responded adequately and thank you very much, Chair.

1:27:32 Sunday Folayan: Thank you. Just some information to share. The current bylaws that we love so much that we want to amend, was worked on, reviewed by a committee and the job was finished in 2013, not 10 years ago, 2013. So if we're able to do it just few years ago, I'm sure we can do it again. So to suggest that there's no mechanism to create the committee to do this, probably saying that you don't see your powers. And I do think you see your power. You can actually do that.

1:28:21 Andrew Alston: The second issue for me is still the principle. We have to go for community led process. And so I wonder why it is so urgent that it must be decided now. If you really, really want to do it, you want to reach out for as long as is necessary to arrive at consensus, but in the enthusiasm we seem to be urgently trying to get closure. When I see things I feel that we could make a mistake. We should just follow what has been proposed by others: Form a group, have these plus all the comments reviewed, and then worked on and reported. So for me in principle... Can I also ask you a side question. What if you got a zero candidate? 'Cause it's not just getting one candidate. There are issues. So if you want to look at it, you should take time and look at it holistically, get community eyes on it, and so on. So I'm at a loss.

1:29:27 Andrew Alston: My principle is: "This is so fundamental. It affects the business of the organization. We should really try very hard to use community to arrive at a consensus, and then you can drive it by way of approving." Thank you.

1:29:46 Sunday Folayan: Counsel will respond to some issues of Dr. Quaynor has.

1:29:53 Ashok Radhakissoon: I would like to put in perspective the major amendments we brought to the bylaws in 2000... Which came into effect on the 1st, July 2013. Now, these amendments they were the result... It emanated from the Board. The Board having gone through three or four AGMMs, had a course of changes which the community wanted to make to the Bylaws. So taking this into consideration, the Board proposed amendments to the Bylaws and had it on a discussion list. We had, I think, a Board review committee set up. These amendments were there. It was discussed once, twice and then came to the community for approval in 2013. That was amendments made by the Board which had heard a cause that the community needed changes. This is something we are perfectly entitled to do. When I'm doing right in saying that where a member chose to bring changes then you go through sections 7.6 sub section 6, this made the decision very well. Tomorrow, the Board can do the same exercise if it so wishes on those amendments we move today plus other amendments which are required according to me. Thank you, Chair.

1:31:27 Sunday Folayan: Thank you very much. I would like to close the microphone so it won't remain endless. See, okay. The vice-chair has pleaded, I take the remaining two people and then close this. So I picked Seun at the back and then Fiona in front.

1:31:45 Seun Ojedeji: Yeah. My name is...

1:31:46 Sunday Folayan: Andrew, you have a privilege, you moved the motion. So relax I will call you.

1:31:52 Seun Ojedeji:  ____. Thank you very much. This is Seun from Nigeria. For what it's worth, I like to thank Andrew for at least taking time to respond in a calm manner. [laughter] I would like to say... On that note, I would like to say I appreciate your response you gave me on the SR2, Special Resolution two and I think it makes sense. So based on that I'm withdrawing my motion before that I'm not opposing. So I think it makes sense for us to discuss it further.

1:32:30 Sunday Folayan: Thank you. [applause] Fiona.

1:32:34 Fiona Asonga: Having been a member of the previous committee that
worked on the amendments on the Bylaws, the changes that our legal counselor as talked about. I think the one thing that we suffer from other community is being able to give views online. We are very quick to fight and bring down each other, but we are very slow to give inputs when we are require to and to give feedback on the other issue that are important. And I think it's good that the Board allowed us to go through this process because then the challenge is on us. There will be a king on the mics to give input, had we probably discuss that from the mailing list as opposed to a lot of the other stuff that was going on, on the mailing list would've given Andrew a good hint and the Board direction on a possible solution and probably they would have been telling us on how to answer ____ moving forward, because I know that the Board has the ability to put together a committee.

1:33:38 Fiona Asonga: I've been part of that to present in the community and we did try to put our views together at the mailing list where we were discussing the different options and we ended up where we are, again, based on the input from the community. So those of us who feel we are really the community, I'm challenging you if the Board decides based on how the discussion goes as we are finalizing the Board decides, that they'll put that in place, can we participate appropriately? Can we use the mailing list for what we need to use them for. Thank you.

[applause]

1:34:21 Sunday Folayan: Thank you, Fiona. So last comment from Andrew.

1:34:27 Andrew Alston: Two comments, Chair. Firstly, just to respond to Dr. Quaynor about if we have zero candidates. This is actually covered in the Bylaws in section 13.8, which specifically lays out what happens if we have zero candidates. With one final comment that I want to make as to another reason why I chose to go this route and to comment on the issue of a committee. I, myself, have great faith in this community to read what is being proposed by any member and then make an objective decision and I believe very strongly that every member of this community should have the right to have their voice heard about the Bylaws which govern their organisation as members. While I like the idea of the committee, at the same time I have reservations. And I have reservations because I am not convinced that a group of people in a dark room can have any better viewpoint than a member who is being, member of this organisation be it for a week or two weeks or a month.

1:36:02 Andrew Alston: Or 10 years. Members have a right to have their voice heard. The bylaws allow for section 7.6 to give you, as the members, the right to have your voice heard in how this community is run. In the same way there were other clauses in the bylaws that state that, you have the right to help the board set the policies that govern this community, the PDP is both on their premise. When we create a committee to do this in a dark room, unless we have very carefully defined interaction mechanisms from the community that include people speaking in ways that are beyond just some e-mail, we will find that people stay silent. We went through this in Tanzania with the PDP list where I proposed something on the floor that was incredibly controversial just to get people talking.

1:37:09 Andrew Alston: And you know what happened? A 30% percent increase on the mailing lists after that discussion. Because it needed someone to push it. If we create a committee are we going to get a truly representative voice? I argue that any member, if they feel things aren't right, or feel things that can be improved, or streamlined, or would better serve them, should exercise their democratic right to have their voice heard. And that is what 7.6 is here for. And I encourage all of you to stand up and have your voice heard.

[applause]

1:38:02 Sunday Folayan: Thank you very much Mr. Andrew A. Alston. At this point what we will do is to take the vote on special resolution two, because special resolution one has been withdrawn. So may I invite the CEO to take over the proceedings for the sake of the voting on the resolution. Resolution two please.

1:38:40 Alan Barrett: Thank you chair. I'll stand there. Okay, I saw a note about procedure. The online voting will open as soon as my technical team is able to get that done. I'll ask them to please begin immediately and let me know. The online voting will remain open for precisely ten minutes. So if you're planning to vote online, please be vigilant. Voting in the room will be conducted by the election committee and I invite Ernest, the chair of the election committee to tell us more details about how we plan to do that exactly.

1:39:38 Ernest Byaruhanga: Thank you Alan. The electronic voting on special resolution two is just about to be open in a few minutes. However, you have all been given ballots from the secretary earlier in the morning. And you have ballots marked special resolution one to special resolution eight, those are either blue or white. Now you're going to have to ignore special resolution one that has been withdrawn, and come to the front one by one, I believe we are not so many, and cast your ballots for special resolution two in two of the ballot boxes right here. There's a smaller one right in front of the members section, and a bigger one right at the extreme end where I'm pointing at. So please cast your ballot starting now.

[pause]

1:40:47 Ernest Byaruhanga: If you could please hang on a little bit, just hang on a little bit friend. We are going to look out for the... There's going to be somebody stationed at each of the ballot boxes just now. So please come forward and cast your ballots. Thank you.

1:41:13 Alan Barrett: Okay, I'm sorry, let me just... Just for security purposes we need to ensure that each paper ballot is valid. When you received your ballots they were stamped, and we have somebody stationed at the boxes to verify that the ballot has the correct stamp.

[background conversation]

1:41:33 Alan Barrett: You can do that when counting.

1:41:36 Alan Barrett: Oh you can do that when counting, fair point. Okay that will be quicker. So never mind the stamps. We'll verify that when we count them. I will ask you all to please verify that you're handing in the correct ballot, it must be number two. If you put the paper for number one in the box for number two it's not gonna work. Okay, we'll check that as well. Online voting is open. Online voting will close and earlier I said ten minutes and I'd like to revise that, it will be whichever is later or ten minutes or when the paper ballots voting has ended.

[background noise]

[laughter]

[background conversation]

[background noise]

1:43:48 Alan Barrett: Okay. While we wait for the voting to finish I would like to call four volunteers to count the votes. I would like to have some volunteers who are not members and who do not reside in the AFRINIC region. I see Owen, I see Xander, I see Yun, I think three will be sufficient. Thank you.

[background conversation]

1:45:47 Alan Barrett: Okay. Are there more votes to be cast? I see that the lines have cleared, nobody's waiting to vote. May I ask the election committee and the... Our three volunteers from outside the region to please count the paper ballots? I suggest that you do it in full view of the public and I remind you please when counting, please verify that the paper has the special stamp and that it is for special resolution two.

[background conversation]

1:46:29 Alan Barrett: Meanwhile online voting is still open. It will be closed soon, it will be closed ten minutes after it began. And I think the means at 16:55.

[background conversation]

1:46:49 Alan Barrett: No that's not right.

[background conversation]

1:47:54 Alan Barrett: A clarification to the time that I announced for the online voting, it will be 16:55 by the inaccurate clock on the laptop over there.

[laughter]

[background conversation]

1:49:42 Alan Barrett: A reminder for those voting online, online voting will close in approximately two minutes.

[background conversation]

1:51:43 Alan Barrett: Online voting is now closed. I call for the the trustees of the online vote to please talk to the technical staff about validating the votes. And for the information of the community, online voting is secured using public key cryptography, we require the private key from the three trustees in order to count the ballots.

[background conversation]

1:53:14 Alan Barrett: So, the trustees, that is Ashok, Boubakar, and Alan, could you please go over there to David right next to the projector screen so that you can provide your keys to unlock the e-votes. Thank you.

[background conversation]

1:57:18 Alan Barrett: Okay. Alright. So, we all saw the counting of the paper ballots at the table here in full view of the community. We're now observing on the screen here, the final stages in checking the votes online. The three trustees of the election have already or are in the process of using their keys to decrypt the results and they will soon appear. Then when we have the results from the electronic online votes, we would add them to the results from the paper vote and that will produce the final results.

[background conversation]

1:59:57 Alan Barrett: Okay. We have the result on the screen. I ask those who counted the paper ballots to please take note of the results from the electronic vote and to add them and then present the final total.

[background conversation]

2:02:31 Sunday Folayan: Thank you. I would like to announce the results for votes on resolution number two. At the end of voting, 56 paper ballots were casted. Alright, 50 paper ballots were casted for the resolution while 6 votes were casted online for the resolution, making a total of 56 votes cast for the resolution. Against the resolution 22 paper ballots were casted against and one online ballot was casted against the resolution making a total of 23 votes against. One vote was invalid. Total valid votes cast 79 valid votes. The bylaws states that for a special resolution to pass, 75% votes cast must be for that special resolution. 56 votes appear to be 70.88% votes. The resolution failed. Thank you.

[applause]

2:04:01 Sunday Folayan: I'd like to declare open voting on resolution number three. Votes on resolution number three, please get your ballots out. We'll begin voting and when votes open for online ballots we will announce, to those following us online. Resolution number three is now open for voting.

[background conversation]

2:04:43 Alan Barrett: Okay, so this will proceed in the same way as before. You'll come and you stick your paper in the box and later on we'll check that it's the correct paper and that it has the stamp. Online voting is also open. The time now is a few seconds before 17:05. Online voting will close at 17:15.

[pause]

2:05:15 Alan Barrett: And for those who are not in this time zone and are voting electronically online, that would be 16:15 UTC.

[background conversation]

2:06:01 Sunday Folayan: Officially, we are now on break. After you cast your ballots, we will be on break. When we come back after break, we will announce the results of Resolution number three and move on to take NomCom reports. We'll take NonCom reports after we come back from break. Please cast your ballots for Resolution number three. We will be on break until the time that we will announce the results and then we'll invite NomCom to present their reports.

[background conversation]

2:08:03 Alan Barrett: Is there anybody in the room who intends to cast a paper ballot who has not yet done so? 

[pause]

2:08:11 Alan Barrett: Seeing none, I think we should close the voting for paper ballots and begin counting. I ask my volunteer counters to please do their thing again. Meanwhile, electronic voting is still ongoing. It is now 17:08. We have another seven minutes of online voting.

[background conversation]

2:09:12 Alan Barrett: I remind you that observers from the community are free to watch the counting process, but I ask that you please not block the cameras and not stand so close that there might be a question about whether you're tampering with it.

[background conversation]

[laughter]

2:14:14 Alan Barrett: Online voting closes in one minute. You have 60 seconds to finish your online voting.

[background conversation]

2:15:27 Alan Barrett: Online voting is now closed, the trustees for the online vote will now use their keys to unlock the results.

[background conversation]

2:22:01 Sunday Folayan: Could members please come in? Please can we request members to come in, we'll move on to the next item on the agenda now.

[background conversation]

2:23:26 Sunday Folayan: Alright. Ladies and gentlemen, we are just waiting for one of the trust anchors to unlock the e-voting for special resolution number three. Just for the technical folks who are here, and I hope this won't go into the minutes of the AGMM. But what would have happened if the laptop of one of the trust anchors died and we are not able to put the keys to unlock votes. But as somebody also remarked, it is good that it's the laptop that can die, we don't want any human being to die. Alright. So, basically we have a quick decision to make, and the decision to make is that no matter what happens today, we are gonna finish with the elections. Board elections, okay. So, if we finish with the board elections and we don't have time, then we adjourn till tomorrow. But we must finish with the board elections today even if we are not able to take the remaining items on the agenda. Is that okay by members? Thank you very much. It's not okay by members? I see Omo. May be you use another mic. We are still waiting for the trust anchors to unlock the e-voting. It was faster the first time, and then a laptop died. Yes, Omo.

2:25:23 Omo Oaiya: Thank you Chair. Yesterday, both you and the CEO promised that we would have resolution from the last minutes in the morning... By the morning.

2:25:35 Sunday Folayan: I already addressed that. You were not here? 

2:25:39 Omo Oaiya: Well, I don't understand. You referred me to the website.

2:25:42 Sunday Folayan: Yes. The resolutions are on the website.

2:25:45 Omo Oaiya: But only up till June. We were talking about November.

2:25:49 Sunday Folayan: I apologise. I said, "It's been approved and will be uploaded," staff upload. It will be uploaded to the place where they are on the website. It will be uploaded.

2:26:03 Omo Oaiya: But Chair, let's... Yesterday was quite contentious, right? And because of the contention that we agreed that you will get the resolutions out of the minutes and have them presented to us.

2:26:16 Sunday Folayan: Please, there are two things. I beg you to understand the two things. I explained this at the beginning of the meeting, I would explain again. Number one, is the resolutions passed from June to December. The board this morning had processed them as at yesterday, and they will be uploaded to the website. That's the first one. The second one, has to do with the minutes of the meeting that we held in Mauritius and what I reported to this assembly earlier today is that, we needed to make sure, "Make sure" is the word, that confidential things are not in those minutes. Beyond politics, there so many other things in the minutes. So, we need to ensure before we release anything that the board processes them. The board as at... Not as at yesterday adopted those minutes. They had not been adopted. Based on that, I requested that the AGMM allow us do that between yesterday and today, and present. And I reported to members that we were in the process of doing that. We had just two more items on the minutes when we discovered, and I said I made the mistake, assuming AGMM was 1:30 as on the programme, whereas it was 11:00. So, we had to adjourn that meeting to come here. That was my report to this AGMM, I guess you didn't hear me say that.

2:28:00 Omo Oaiya: Well, I misunderstood because I came back to just... When you said it was on the website and I went there. On that based...

2:28:08 Sunday Folayan: I said, "It will be on the website." Those are the... The resolutions up to June... Sorry, Alan. You want to... The resolutions up to June, 2014 are on the website as of now. Resolutions from June to December will be on the website as soon as the staff are able to process and upload them. Minutes of the meeting moving forward from there in Tunisia, will always be published. I said that. Past minutes within the last one year on which board members seated here attended those meetings will be published after we have ensured that they are correct in detail. That was my report to the AGMM.

2:29:00 Omo Oaiya: Well, I missed a bit where you said the resolution from July to December were not on the website. And I think that was the point of the discussion yesterday. And now, that you've said that we are going to have elections today and everything else tomorrow, I'm not comfortable with that because I thought we were going to get the information before the elections. So, may be, I'm suggesting that since the staff have not been able to put the information up. We will let the staff put the information up today before we have the elections tomorrow.

2:29:36 Sunday Folayan: May I make something clear? Staff have no responsibility here. This has to do with the board.

2:29:45 Omo Oaiya: So, can the board tell us exactly what happened in Mauritius then? We thought that was what we were going to get from the resolutions. We were having the same discussion as we had yesterday evening. So, which I thought was resolved by Alan's offer.

2:29:55 Sunday Folayan: Okay. May I please appeal. I don't know what members were told happened in Mauritius, I don't know, alright? What I'm feeling is that there are some communications that are not official and people are expecting the board to react to rumors. The board has acted responsibly, has shared information that it possessed and its members agreed to. If there are specific members of the board who even within the NDA for what happened in the board meeting decide to tell people outside because they don't understand procedures, I don't think we should dance to that, but when we are correctly as a board, receive the minutes, read it and approved it, you cannot release. So I made it very, very clear yesterday to those who were here, I actually asked Badru to come back to the microphone to confirm whether it was practical because there's a difference between what is practical and some cover is being done and I stated and I said it clearly, nothing is being covered. The minutes will be published.

2:31:18 Omo Oaiya: I remind you that when you said that, Alan Barrett came out to say he could extract the resolutions from the minutes and present them, that's what I heard and that's what I expect.

2:31:27 Sunday Folayan: I am asking you Omo, do you want us to bring a document that the board has not agreed its representative of their meeting? 

2:31:37 Omo Oaiya: So maybe, we'll give a good time for the board to do that before we proceed? 

2:31:40 Sunday Folayan: But I requested, and we were told here that it must, must be done. I pleaded.

2:31:46 Omo Oaiya: Then let us move the elections to tomorrow and let's proceed with that first.

2:31:51 Sunday Folayan: May I request and I don't know why the election is being tied to the board minutes, which has nothing to do with this election.

2:32:00 Omo Oaiya: Let me tell you why I think this is connected. Badru is on the board. Badru is seeking for re-election. There is a situation where Badru resigned the chairmanship. There is a discussion in the community that we don't understand. There was a board meeting that led to this. So we're saying, let's have the resolutions... The resolution that led to this so that we understand what's going on and dispel this whatever it is. I think if we take that into the next elections, we're making a mistake.

2:32:32 Sunday Folayan: Pardon me, Omo. Is there a claim Badru is making? 

2:32:37 Omo Oaiya: I am not talking about Badru, I'm talking about discussions in the community. It is the reason why there was contention yesterday.

2:32:47 Sunday Folayan: Alright, Alan will want to clarify some things please.

2:32:53 Alan Barrett: Thank you. I think what I said yesterday might have been misheard or misunderstood. I did indeed make a promise, but the promise I made was not that the board would do something, the promise was that I would do something. My promise was that I would ask my staff to present a particular document to the board and that document was an extract of the resolutions that were discussed at the November meeting. The minutes for this November board meeting have not yet been approved and so we can't just go to the minutes to extract them, it was quite a lot of work, which I asked my staff to do and I promise to present that to the board this morning and I did so and I leave it to the board to decide what to do further, and I understand they've made a decision to publish some parts of it as soon as possible, but it's not in violation of the promise that I made.

2:33:55 Omo Oaiya: Understood, Alan. But my point is where does that leave us from yesterday's discussion. The expectation from that promise and the chair's subsequent support of that was that we were going to get some information today. Well that information isn't here now.

2:34:15 Sunday Folayan: Omo, may I repeat, I think we're trying to get something, but we're trying to make the people who ordinarily should provide it look irresponsible at providing it. Information is sought. First of all, minutes have never been made public. There have to be the process of resolving to make minutes public. That was done, I presented that here, moving forward, it will be done. Number two, this is minutes of the meeting that happened in the past. Bear in mind, there were people in that meeting who made comments, who considered the fact that they were making comments that will not be published. You don't change the rule of the game later and ignore their feelings.

2:35:04 Sunday Folayan: So there are processes, we needed to go through the processes and I have come here to report that yes, we have just two more items on an agenda of almost 20 items to make sure that they are accurate as representative of the meeting. There is no point publishing one, two motions or resolutions and leaving all the rest. So as chair, mine is to make sure that the situation is balanced. I have done that and I am reporting that as I was making the promise yesterday, I was assuring this community that that particular detail will be released once the entire board agrees that it is representative of our meeting, that much I said. Alright, if you now feel that it is in line to release the minutes that the Board has not adopted, drafts. I believe as Chair that procedurally, that is wrong, alright.

2:36:14 Omo Oaiya: I am confused, Chair, because see then, what's the point in Alan promising the resolution if you were not... If you're going to wait on... Because it was exactly where...

2:36:24 Sunday Folayan: Omo, as of the point that Alan made that promise, the minutes were not yet written. I am saying that with all sense of responsibility, the minutes were not yet written. So Alan's staff worked round the clock yesterday to get the minutes ready. The Board convened at 7:00 AM without breakfast to start the meeting to consider those minutes and the Board broke from that meeting at 10:30 to convene here for this AGMM. The point I am making is I understand tempers are high, I understand they are behind the [2:37:05] ____ talks, but the point is that we must not let that prevent us from doing the right thing.

2:37:13 Sunday Folayan: And I hesitate to say that whatever happened, however the procedures went at the Board meeting in Mauritius, it was way, way, way before this Board election. Therefore, I don't see how those minutes can have an effect on the elections now other than the fact that whatever happens may be used as campaign material by people, and I don't think we should allow that to stampede us into what we have to do.

2:37:49 Omo Oaiya: I'm trying to process that and I'm failing.

2:37:52 Sunday Folayan: Sorry? 

2:37:53 Omo Oaiya: And I'm failing. See, I'm trying to process that. I'm trying to understand how the conversation ended yesterday as "Okay, let's leave this alone. The minutes are hundreds of pages... "

2:38:06 Sunday Folayan: Omo, can we also give other people the floor? I think I have answered. If you are not satisfied, please join the queue, let other people have a go.

2:38:15 Omo Oaiya: Before I leave, can I propose that we'll let the Board have some more time to deliberate on this before we proceed? Thank you.

2:38:25 Sunday Folayan: Thank you.

2:38:28 Seun Ojedeji: Yeah... Oh, sorry. Who are you calling? Sorry.

2:38:33 Sunday Folayan: I will call Seun first, then Boubakar.

2:38:35 Seun Ojedeji: Okay, Mr. Chair, thank you very much. My name is Seun Ojedeji. Permit me to move two motions. My first motion is that Board direct Staff to upload the approved resolutions from July to December 2014.

2:39:00 Sunday Folayan: Done. Board... Please Board has already issued that direct.

2:39:09 Seun Ojedeji: Okay. So we need to follow up from the CEO because we have not seen that on the website. My second motion...

2:39:18 Sunday Folayan: Excuse me. You see, I want to appeal. Whatever, as I said, are being said that is not officially put forward by the Board as information to the community, let it be tabled then the Board can say true or false. But we cannot be hinging our moving forward on the fact that there is some supposed team and some supposed document that is coming. If there are any information that the community needs from the Board, the Board will provide it. That is why I'm here.

2:39:55 Seun Ojedeji: Mr. Chair.

2:39:56 Sunday Folayan: What? 

2:39:57 Seun Ojedeji: I move to motion. I think there's a process to actually following through... I mean you need to do something. It's not that you just reject a motion like that.

2:40:05 Sunday Folayan: I didn't. Your motion is out of order. Board has already directed Staff to upload. Let me give the mic to the CEO.

2:40:13 Seun Ojedeji: Yeah, I understand that Staff is failing to do its job, is that what you're saying? Mr. Chair, please? I'm not talking to Chair, I mean to the CEO for now.

2:40:27 Sunday Folayan: Please, can we understand one thing and I beg you. We're a community. Do we recognize also that Staff are part of this community? 

2:40:38 Seun Ojedeji: Yes, I agree.

2:40:41 Sunday Folayan: These people worked tirelessly. The Staff that supports the Board, we went to bed at 2:30. 7:00 AM, we were in the room. There's so much to process. Are you saying that you want it done now so we'll suspend AGMM and then go to abet all the board resolutions? 

2:41:03 Seun Ojedeji: Mr. Chair, perhaps I'm not being clear here.

2:41:08 Sunday Folayan: I would love to understand you, sir.

2:41:11 Seun Ojedeji: I happen to understand the platform that is used by AFRINIC for their website to some extent. I know that it doesn't take more than 10 minutes to upload an already approved document. Unless you're telling me there's another process that is involved in actual uploading. One person can do that, however, I appreciate this is not actually I say staff is not working or they're not doing their job, I appreciate what they are doing. But I think there is no reason or there is no excuse why the resolution should not be uploaded at this time. It's not necessary. I think beating this... I mean, repeating this is even creating unnecessary insinuations. What is the big deal about it? Let's upload it and get off this place and let's move to the next thing. This is my first motion. If you still want to respond to that before I give my second motion.

2:42:20 Sunday Folayan: Seun? 

2:42:23 Seun Ojedeji: Yes, sir.

2:42:23 Sunday Folayan: The CEO will want to write, a reply about it. I'm not sure that was a motion, but please let the CEO respond first.

2:42:31 Alan Barrett: Okay. Thank you.

2:42:34 Alan Barrett: Okay. I've heard many things here and I haven't heard the wording of a motion, I'm a little unclear on that, but I did hear some implication that the staff are not doing their job or that it only takes 10 minutes to do something. I would like to clarify that. Yes, perhaps if you already have a document you might be able to upload it in 10 minutes, but if you do not already have a document and you have to edit it and extract things from other document and seek approval from the board for whether or not the result is accurate. It does not take 10 minutes, it takes days. My staff is not superhuman, I am not superhuman, the board is not superhuman. We will process this as quickly as we can, but we will not do it instantly.

2:43:23 Seun Ojedeji: Yeah, thank you Mr. CEO. That means I'll need further clarification from the board Chair. When you say you've approved, what does it mean? Please Mr. Chair.

2:43:34 Sunday Folayan: Please, it seems, I need to repeat what I said before. I don't know what people are looking for. Well, let me start all over. Board resolutions, bear in mind, I use the word resolutions. I can hazard some guess, from the way discussions went in the board meeting, I'm not too dull, so I can hazard some guess, some guesses. The first is that when an issue is tabled for discussion, right? That is an issue. If people agree with it that it should be discussed, that has been seconded, any resolution can be proposed. The resolution must first be seconded. Then the resolution gets voted upon. If the resolution passes, it is made as a directive for implementation, resolutions that passed since 2014 January to December were approved in two parts. January to June approved already uploaded to the website. June to December approved yesterday have been directed to be uploaded to the website, will be uploaded to the website.

2:45:04 Seun Ojedeji: Thank you very much.

2:45:05 Sunday Folayan: Hang on. I've not seen this. Last but not the least is that some people said, "No, that's not enough we want the minutes." The minutes will not contain resolutions that were proposed, that failed apart from the resolution that were proposed and passed that will need to be processed, which is what Alan is saying. Now, I decided and I promised yesterday that we will present that and I drove the staff to extract everything through Alan till about past 2:30 AM And that's what's extracted. The board met this morning 7:00 AM to consider it and approved it as representative of its minutes. We worked through 12 items, last two items we could not complete because AGMM started at 10:30 instead of 1:30 that was on the old program, I apologized my fault. Also at the time I was making the promise yesterday that, it will be presented before AGMM, I had 1:30 in mind as on the program. And I, at the commencement of this, apologized. So the details that are only, two more items to be approved as okayed by the board? Once they're approved items 11 and 12, it will be passed to staff for upload just like every other minutes will be done hence forth. That's the point, so the minutes have to be approved.

2:46:37 Seun Ojedeji: Mr. Chair, I think we are mixing two things here. We're talking about resolution in the minutes, which has been extracted, which you said you have uploaded.

2:46:50 Sunday Folayan: Can I email the resolutions to members. Can I? We have? 

2:46:55 S?: You had approved the resolution.

2:46:57 Seun Ojedeji: Yes, he said he has approved resolution. If it has been approved, then it should either be emailed or you upload it.

2:47:06 Sunday Folayan: I will email the resolutions that were approved to members.

2:47:12 Seun Ojedeji: Okay.

2:47:13 Sunday Folayan: The minutes which contains both the passed resolutions, and failed resolution have not been entirely approved.

2:47:23 Seun Ojedeji: I agree with that.

2:47:24 Sunday Folayan: Am I clear now? 

2:47:25 Seun Ojedeji: That is clear.

2:47:26 Sunday Folayan: Thank you very much. Board members, I hope I am correct.

2:47:30 Seun Ojedeji: Item two sir. Which you may consider if it's a motion or not. I'd like to move a motion that board, adjourn for one or... 30 minutes to one hour to sort out the remaining two items, they said it's on the minutes and then present it. All of you, thank you, we require more than one hour.

2:48:02 Sunday Folaayn: Can we finish the results of SR3, announce that and then we'll take your motion.

2:48:08 Seun Ojedeji: Thank you very much.

2:48:09 Sunday Folayan: Thank you. Can we finish SR3 announcing the results of SR3 please. Thank you. Please, you may take your seat. Let's announce SR3.

2:48:20 Seun Ojedeji: Okay, thank you.

[background conversation]

2:49:44 Sunday Folayan: Thank you very much. I would like to announce the report... The result of Special Resolution three at the end of voting, Special Resolution three, 35 paper ballots was for, seven online ballots for, making a total of 42 for. Against, 38 paper ballots voted against while two, sorry, 38 paper ballots voted against while two online ballots voted against making a total of 40 ballots against. 51.2% for, 48.78% against. Because the motion does not meet the mandatory 75% required to pass, it fails. Thank you very much. Resolution Three fails.

[background conversation]

2:51:14 Sunday Folayan: Alright, members. I have been advised that the minutes of the board meeting are very, very crucial to the proceedings of the AGMM with regards to election. Therefore, it might be appropriate at this time to adjourn this AGMM to reconvene tomorrow, so that we'll have enough time to prepare for gala and also, process the remaining parts of the minutes for publication as requested by the community. The Chair seeks advice from the community about what time to convene. I see Mike on the mic. Mike on the mic.

2:52:01 Mike Silber: I think I...

2:52:01 Sunday Folayan: Oh sorry, Boubakar. I always think the cameraman is there. I need to change my brain.

2:52:07 Mike Silber: I think the Chair of the NomCom should take precedence.

2:52:10 Barry Boubakar: Thank you, thank you, Chair. I just want it to be a clarification. We adjourn now and reconvene tomorrow, so that means that we are not moving forward to the elections too or I just wanted to be clear on that.

2:52:26 Sunday Folayan: That's it, Boubakar. The community is saying they cannot conduct the elections or they don't want you to conduct the elections without the board releasing the minutes required.

2:52:37 Barry Boubakar:: And the resolutions? 

2:52:40 Barry Boubakar:: Yes.

2:52:44 Sunday Folayan: Community doesn't want to process resolutions four, five, six now.

2:52:50 Barry Boubakar:: Which one? 

2:52:52 Sunday Folayan: Did I read it wrongly... Do you want us to do resolutions four, five, six. It's already six o'clock.

2:53:00 Barry Boubakar:: Please Chair, if you allow.

2:53:02 Sunday Folayan: Yes, Boubakar.

2:53:02 Barry Boubakar:: Yeah, I just wanted to really to appeal to the board, to really make an effort because when you talk about rumors and... I mean, this is the kind of things that brings rumors and I think that yesterday, what we said was very clear. We said that we wanted the resolutions. We wanted the minutes in the resolution and the CEO consulted with you and said for the resolution, there is no problem. So I think that we shouldn't play with the words. So it was very clear yesterday that we will get the resolutions today and, if you say that they are really approved, I don't see the point and now that we adjourn tomorrow, please, I think that we have time to provide both the resolution and the minutes or at least the resolutions. Thank you.

2:53:54 Sunday Folayan: Boubakar, the CEO would like to respond please.

2:53:58 Alan Barrett: Alright. So some of the text of the resolutions include confidential material which the people proposing the resolutions did not expect to be released. We cannot release it without considering their opinion. It's my understanding that the board is still in the process of figuring out which parts of which resolutions need to be redacted to remove sensitive information. I'm afraid I was not present during the entire board meeting. I had to go to something else but that is my current understanding. The board needs time to figure out the exact texts that can be released. Once the board figures that out, the staff will need time to put it in a document then we'll need to go back to the board to approve the final form and only then will we be able to upload it to the website.

2:54:56 Barry Boubakar:: Can I have a follow up comment on that? 

2:55:00 Sunday Folayan: Yes. Boubakar.

2:55:01 Barry Boubakar:: Sir. Honestly I think this is very astonishing because the board chooses what it wants to share the with community. I mean, if the community as a request and the request is legitimate, I don't know why the board can not just do what the community... What the members actually require. Honestly, if you say, okay, see what you want to share with us and the rest you keep it for you, I don't see the value of publishing the resolution. Thank you.

2:55:30 Sunday Folayan: Boubakar, please, I think you need to understand that there's a difference much as I understand how you feel the board has not done what you want, which I honestly don't know the detail but I can tell you that what ordinarily you would expect in minutes should not be Sunday said, Alan said the details. There is a difference between the transcript, which we received raw and what is germane that needs to be published.

2:56:10 Barry Boubakar: Please chair, I'm talking about the resolutions. The resolutions. There are two resolutions...

2:56:13 Sunday Folayan: Boubakar, Boubakar...

2:56:19 Barry Boubakar: Okay.

2:56:19 Sunday Folayan: We will process it tonight and publish it tomorrow morning.

2:56:24 Barry Boubakar: Okay. We're expecting it.

[applause]

2:56:28 Sunday Folayan: May I again say and I would like to apologize on behalf of the board. The reason why it was not published was because we thought AGMM would start at 1:30 and not at 11:30. I have said that over and over. We were in the board room for over three and a half hours. We could have finished just two more items. So please if the motion is that we adjourn and we reconvene tomorrow, it will be ready. I like to recognize Mike. He's been there for long enough.

2:57:07 Mike Silber: Chair, thank you. Chair, sorry, it seems for some reason that the question of the resolutions in the minutes and then back to just the resolutions is a bit of a squirrel in this room. Somebody just needs to rise up and everybody goes charging off for it. Personally, I'm not aware of why that would be germane to the elections. The candidates are put forward. If you believe they are people of integrity then you will vote for them. If you don't then you won't vote for them. I'm not really sure why resolutions would make much difference. That being said it may be that those resolutions are germane to the elections for the East African region, in which case, can I recommend that we proceed with the elections for the Southern African region and we then adjourn. Alternatively, we run the risk, Chair, of being in the same situation at 6:00 on Friday, having to adjourn to take additional items over onto the Saturday. People have made travel arrangements based on a schedule. We had an agenda. Can I suggest that if things have to be held over, that we only hold over those that are absolutely essential and we proceed with the items with which we can proceed.

2:58:28 Sunday Folayan: Thank you. The CEO advises me that the two... The elections for the two regions are on one ballot. We can not proceed with one region. Very sorry. Yes.

2:58:43 S?: With your permission, Mr. Chairman, this is really my first time to attend the board meeting and I'm really neutral from the history of what has been going on but the way this has been communicated is very confusing. It really leads to people having suspicion because the position has progressively been changing. So really to despair doubt and all that, let the information be shared with the community and people can then proceed to make decisions when they're informed.

2:59:15 Sunday Folayan: Excuse me sir. I want to again say. I think, perhaps, I need to also make something very clear. The community is feeling that there's something wrong from the side of the board. Has anybody given the thoughts to the fact that the board thinks that there's something wrong from the side of the community.

2:59:35 Badru Ntege: No.

2:59:36 Sunday Folayan: Why are people after...

2:59:38 Badru Ntege: No.

2:59:42 Badru Ntege: Chair, Chair point of order.

2:59:43 Sunday Folayan: Okay.

2:59:44 Badru Ntege: We are here because of the community. Please retract that statement. Please on behalf of the board please retract that statement. Please, please.

2:59:50 Sunday Folayan: I apologise for that.

2:59:52 Badru Ntege: Thank you, thank you...

[laughter]

2:59:55 Sunday Folayan: You see, I am in a very tough position now as the Chair, because we have a set of things to process, we are processing them. I, as a person, I am seeing stampede. I am seeing what's being used as if people are holding something back, it worries me. So the point is if there's any information that the community wants, the board stands here to answer any question but to say that without the minutes then... I mean, I want to answer any question if there is. Okay, but I don't know what's, I cannot assume what. But we have a process guideline to release minutes. I appeal that people understand that we cannot release, I mean, what's... Somebody submits a report to the board, it's in the minutes and I'll give you examples. I'll give you examples. We have committees do work beyond the matters we're discussing. They report things, it could be remunerations so many issues that are in the minutes. So I need to know, we need to process to make sure that what we are releasing is information that those who provided it at that time, knew will be made public. We're just taking a decision to make public minutes that were not public before. Please, I hope I'm communicating. So if you're going... If somebody made a statement which they didn't know will be a public statement, are you agreed? This is a domestic report. You can't just publish it. I don't know if I make sense. Yes, Fiona.

3:01:54 Fiona Asonga: Thank you, Chair and this... Thanks for the community for their discussion we've had. It's good that we are having this discussion, but I think we also need to be realistic and practical and... Let's put it this way. Mr. Chair, board members, we thank you so much for the work you did to volunteer to serve us. I started off, earlier saying, "Put your act together." Why? Because when you make decisions as a Board, we have elected you, we've put you there, we've given you mandates to carry out certain duties. When you make decisions as board members, we do not need the long explanation that Chair has had to give us this afternoon. Really, we made you to... You make the decision, you get what needs to be done, done and we move on with the operations of the organization. But the result of these, and I mean this and what was discussed yesterday, all the issues that have been raised are a result, sorry to say, of inappropriate corporate governance standards.

3:03:02 Fiona Asonga: I'll put it that way. And you fill in the gaps yourselves because those who have been on the list, know what has been going on and that is why the community is is putting a lot of pressure and really wanting certain things done and attended to. I have never seen the community insist on 20 board discussions as much as they do but there's a reason why, they're on the mailing list. Let us not pretend not to know what was done or what happened, but let us be able to also take on responsibility where we need take on responsibility and as leaders of the community, elected leaders of the community when you've goofed, you've goofed. Some of you may have goofed, and it's what is creating the situation in the community that there is right now, well, you are maybe sitting there thinking the problem was there, we're thinking the problem was there because of what is, the way the communication has been happening. Let us learn to use our mailing lists for what they're supposed to be used for. Let us respect the positions we give you as board members.

3:04:10 Fiona Asonga: The positions you give each other in a different capacities 'cause we have others having different leadership positions, even in the audience. Let us respect the positions of leadership given to us and let us act accordingly. Failure to reach or create anarchy and for what we are going through now is anarchy as a result of failing to conduct appropriately, ourselves appropriately so I personally accept your proposal to have what is required to us by tomorrow morning and I think with that we should be to be able to table a proposal to adjourn the meeting until tomorrow morning and when you come in tomorrow morning, can you please have recede what we need in good time so that we would then we begin the discussion at this level. But whatever you go to do tonight as you discuss as a board, please remember we entrust a certain level of respect to you as community leaders, carry yourself with the appropriate decorum. And if you feel that's asking for too much, please step down. Thank you.

[applause]

3:05:24 Sunday Folayan: Thank you very much, Fiona.  ____ Dewale? 

3:05:27 Dewale: Thank you. Dewale here again from Nigeria ICT Forum. My concerns are around movement of elections to tomorrow. I have travel arrangements to leave tomorrow early in the day and I did not plan for any proxy and so what kind of arrangements will be made for someone who has not made arrangements for proxy voting? 

3:05:50 Sunday Folayan: Thank you. I guess members will discuss that and those who have suggestions will offer, what we do. Ben.

3:06:00 Ben: Okay. I'd like to give maybe a suggestion towards ____ perhaps may be there could be a special concession on the  ____ so that we could nominate certain people to vote on their behalf for this case because this is a different circumstances. What I want to know is, I think this is a very good example to see the effect of having the Council of Elders in our organization, and if there is some kind of uncertainty  ____ I don't use the other word, uncertainty between the documents that are coming out, versus the community feels there should be... With this, maybe these documents can be first referred to the Council of Elders for them to review it and then later on, make the documents available to the general community in order not to, as you said, disclose any such thing  ____ and also have a fair play of the information that may come to us. Thank you.

3:07:00 Sunday Folayan: Thank you very much. CEO has an information.

3:07:06 Alan Barrett: Thank you, Chair. I've heard the question about proxies and how to deal with voting tomorrow. I have a suggestion which I would like to put to the community, let's hear what you think of it. Those of you who are authorized to vote already have paper ballots, which you would be expected to fill in and stick in the boxes when we vote. I would suggest that if you plan to let somebody else vote on your behalf, to appoint a proxy, that we dispense with any red tape, or bureaucracy, and that you simply hand over your ballot form to your favorite person to carry as your proxy. And because when you put these papers in the box, we don't check your name, we check only that it has the correct stamp on it. So if you already have your ballot, that's your license to vote. If you choose to give it to somebody else, I think we can do that without bureaucracy.

[applause]

[background conversation]

3:08:26 Sunday Folayan: Thank you. Is it Mike or Seun? I think Seun.

3:08:32 Seun Ojedeji: Thank you, Mr. Chair. My name is Seun Ojedeji from Nigeria. Two things I'd like to say. The first one is in relation to moving the election to tomorrow or continuing the program tomorrow. When you started, Mr. Chair, you mentioned that you guys were almost done, and you just thought that the meeting was going to start at 1:30. So it means that you just required like two hours.

3:09:03 Sunday Folayan: Correct, two hours only.

3:09:05 Seun Ojedeji: Only. So if that is the case, I don't see why we can't give you the two hours now and come back to continue this process.

[applause]

3:09:19 Seun Ojedeji: Based on the travel arrangements of people.

3:09:21 Sunday Folayan: So gala will wait till 10:00 PM, isn't it? 

3:09:25 Seun Ojedeji: No problem.

3:09:26 Sunday Folayan: Okay. Mike? 

3:09:28 Seun Ojedeji: I haven't finished.

3:09:29 Sunday Folayan: Oh, sorry.

3:09:33 Seun Ojedeji: My second comment... C'mon, I forgot it. Mike, just go ahead.

[chuckle]

3:09:43 Seun Ojedeji: I just forgot what I wanted to say.

[laughter]

3:09:46 Sunday Folayan: Okay, Mike? 

3:09:49 Mike Silber: Chair, thank you. I think the CEO's suggestion is perfectly acceptable to everybody concerned, I haven't heard any objection. On that basis, can I propose a motion to adjourn? 

[applause]

3:10:06 Sunday Folayan: In proposing the motion for adjournment, Mike, when do we convene? That's important. Before we ask for a seconder, what time tomorrow? So the board can adjust its own schedule.

3:10:19 Mike Silber: I would suggest as early as practicable. 8:30 is the scheduled time. If staff are able to start at 7:30 or 8:00, that would be ideal. If not, I think 8:30 would be adequate.

3:10:33 Sunday Folayan: I would give the mic to...

3:10:35 Alan Barrett: I see the CEO is shaking his head.

3:10:37 Sunday Folayan: Alan? 

3:10:37 Mike Silber: I think he has a suggestion.

3:10:39 Alan Barrett: Yes, I'm sorry Mike, I do have some constraints. Supposing the Board makes a decision tonight and asks the staff to take some action, I cannot reasonably ask them to do so before 7:30 tomorrow morning. I can ask them to do it before 8:30 or 9:00.

3:10:57 Mike Silber:: So are you suggesting we stick with the 8:30? 

3:11:02 Sunday Folayan: I ask you please, no earlier than 8:30.

3:11:05 Mike Silber: Then I would reiterate my suggestion that we start at 8:30, and that we postpone the reports which were supposed to take place in the morning until the business of this AGMM has been concluded, and then they'll proceed to their office.

[background conversation]

3:11:42 Sunday Folayan: Okay. The counsel has drawn my attention to 10.2... 10.2 in the bylaw which states, "For the removal of doubt, where during the holding of an AFRINIC election, any issue is raised, which is not expressly provided for in this Constitution, the members present shall collectively and by consensus reserve it. Such resolution shall for the future AFRINIC elections be applied as a precedent and become an integral part of the election guideline. The implication is that, we're postponing the elections 'til tomorrow, today. It will not be a precedent so that next time somebody will not say "Postpone because we postponed last year." I hope we understand that this is not, this is an exceptional situation that will not be a precedent that will form a part of our election guideline.

3:13:05 Omo Oaiya: Chair, I'm not sure how that is relevant.

3:13:10 Sunday Folayan: You're not sure how...

3:13:11 Omo Oaiya: That is relevant.

3:13:15 Sunday Folayan: Okay.

3:13:19 Badru Ntege: I think the bylaw actually states that if we do a change in the process, it can be used in the future as precedent. What Chair is asking that the change we're doing today is not to use in future as a precedent, that in Tunis we postponed to the next day, the elections we can do it again. I think in its simplest form that's what he's actually saying.

3:13:46 Omo Oaiya: But, I'm saying that I don't see how it matters because it does say that we require consensus for that. And even if it's going to be precedent or used as a precedent, if it's based on consensus, then it's based on consensus.

3:14:00 Badru Ntege: Okay, I think you have a point too. Thank you.

3:14:04 Omo Oaiya: I would like to second Mike's motion.

3:14:06 Badru Ntege: What are you proposing? 

3:14:08 Omo Oaiya: I would just like to second Mike's motion to adjourn.

3:14:11 Badru Ntege: Okay. Thank you.

3:14:13 Omo Oaiya: And reconvene tomorrow at 8:30 as suggested.

3:14:15 BadruNtge: As suggested. Thank you.

3:14:16 Omo Oaiya: Thank you.

3:14:18 Badru Ntege: Are you okay? 

3:14:19 Omo Oaiya: Oh yes, and I will move into reports.

[background conversation]

3:14:25 Sunday Folayan: Sorry, Omo what was your last statement? 

3:14:29 Omo Oaiya: Mike had suggested that we complete this first and move the reports later and I just have seconded, I approve.

3:14:36 Sunday Folayan: Thank you. So we are adjourned and reconvene tomorrow at 8:30. Thank you all.

3:14:44 Seun Ojedeji Mr. Chair, somebody is still on the floor.

3:14:48 Sunday Folayan: Seun, we just adjourned.

[laughter]

3:14:53 Seun Ojedeji: Come on Mr. Sunday, I mean, Mr. Chair you actually didn't... When did you move the motion to adjourn? 

[background conversation]

3:15:09 Seun Ojedeji: Yeah, but you didn't ask anybody from the floor whether they support or not.

[background conversation]

3:15:21 Seun Ojedeji: Anyway, that's fine then. That's fine.

[laughter]

3:15:25 Seun Ojedeji: But I just want to clarify, I just wanted to ask to be sure of what we are expecting to receive from the board. That is the minutes and the resolution. That's what I wanted to be clear, to be clarified.

3:15:44 Sunday Folayan: Yes, but the meeting ended since.

[background conversation]

3:17:21 Vymala Thuron: Hello? So I'm just giving some information on the Gala dinner tonight. At 7:30 meet us at the swimming pool for the pick up too, and then we will move to the beach. Please leave everything in this room. You can pick it tomorrow over the discussion and then we will try to have some fun tonight. Okay? To the Gala dinner, pick up till... [laughter] Traditional dress are more welcome. Nobody's listening, 7:30, please be near the pool for the gala dinner.

[background conversation]

[pause]