Special Resolutions SR4 SR8 & AGMM Closure [background conversation] 00:18 Sunday Folayan: Please, can members come in and take their seats? We're running late again. It's 10 after 2:00. I would like to call the meeting to order. The bylaws says quorum is 10, I can see 10 members seated so we have quorum. I like to continue with the business and go back to the agenda and give the floor to Andrew Alston to present resolutions four, five, and six. [pause] 01:20 Andrew Alston: Good afternoon. I hope everybody had a really, really good lunch. I have decided to defer all resolutions that are still pending to the SGM in November on the grounds that I do not feel that it is appropriate that I put these before the floor right now, and once I am completely exonerated I will bring them back to the floor in November. 01:49 Sunday Folayan:: Thank you, Andrew. Thank you for what you said, and thank you for the spirit behind that. On that note, members, we adorn with... Yes, Seun? [pause] 02:15 Seun Ojedeji: Yeah. This is Seun Ojedeji from Nigeria. Thank you very much, Andrew, but I just want to know whether defer is the word to use, or withdraw? Thank you. According to the bylaw. 02:33 Sunday Folayan: Well, he can defer them, and if he wants to withdraw them he can represent them. [pause] 02:49 Sunday Folayan: Counsel, you please address members. 02:53 Ashok Radhakissoon: Yes. Probably there's no expressed provision in the bylaws for this kind of situation, but since this AGM on its agenda was the consideration of those resolutions and since they're not going to be presented in this AGMM my feeling is that it should be withdrawn and represented at the next... It will be an SGM I'm told, with the proper notice and other things. 03:21 Sunday Folayan: Andrew, please withdraw them. 03:24 Andrew Alston: In that case, I will defer to counsel's wisdom and I will withdraw and once I am completely exonerated two weeks from now I will put them back on to the agenda for the SGM in November. 03:36 Sunday Folayan: Thank you very much. It is now time for open mic by the agenda. [pause] 03:54 Sunday Folayan: It is now time for open mic, and Dr. Quaynor, you have the floor. 04:01 Dr. Quaynor: Okay, but I wanted to comment on those resolutions. 04:06 Sunday Folayan:: You can comment on anything, sir. This is open mic. 04:09 Dr. Quaynor: Well, I just wanted to be sure because this is... Okay. I still like to remind us that for things as fundamental as this special resolutions are seeking, we are much, much better off using a much better engaging outreach mechanism than to resubmit them as a resolution. So in that regard I really appeal to the author and I thank him for withdrawing, but I appeal to him not to bring it back, but for you to establish a community-oriented process to really genuinely review them and we try to get stronger in our community processes for such reviews so that the outcomes are favourable. Thank you. 05:05 Sunday Folayan: Thank you, sir. Mr. Alston. 05:09 Andrew Alston: Prof. Quaynor, thank you very much for your words. It is something I will consider that being said. First of all I believe that an AGMM is a community process and the votes on the floor and votes by ballot are the voice of this community, and I think that is as valid an approach. Secondly, I think that if I look at the three resolutions that we dealt with earlier in the meeting pass or fail, I don't think that's what's important. I think that the numbers behind those votes because we displayed how much they were won or lost by, I think give clear direction to the community and potentially the board, though I do not speak for the board as I stand at this mic, as to where this community is leaning. 06:07 Andrew Alston: And I think that alone makes those resolutions worth having on the floor because it gives guidance, and it gives a better and more concrete and more defined guidance than anything I have seen in this community in a long, long time. And as such, while I will consider what you are saying, I am not committing to not bringing those resolutions back to the floor at this point, but I take cognisance of what you have said and I will consider it after I have had further discussion with a wider audience, including on the members list. Thank you. 06:54 Sunday Folayan: Boubakar? [French] 07:00 Boubakar Barry: Thank you, Mr. Chairman. I just wanted to say that I support what Professor Quaynor said, and I think so for two days now at least, there have been some proposals to that direction to really try to request from the board to set up a committee. Because I think that from the discussion we had these last days, there are other issues that should be addressed actually. And I think that committee can take into account what has been said here on the floor, also the special resolutions from Andrew, consider all of these, do recommendations for amendments to the bylaws, and if Andrew is still not happy with that, he will be then free to table the resolutions as he says. Thank you. 08:03 Sunday Folayan: Thank you, Boubakar. APB? 08:07 Alan Barrett: Hi. Good Afternoon. I think I will speak in English. Yes. [laughter] 08:18 Alan Barrett: Any member has the right to bring a special resolution, I think that is clear. But I think that such resolutions have a much greater chance of passing if they are discussed informally on a members list or something before they are brought. For example, if a resolution is brought and the membership thinks that there should be some small change, change a number three to a number six or whatever, then we do not have the ability to do that on the floor. Whereas if it was discussed in advance on the members list before being formally proposed, then the author of the proposal could read the community's input on that. Thank you. 09:02 Sunday Folayan: Thank you. Andrew? 09:05 Andrew Alston: Two things. Firstly, I would like to ask AFRINIC to ensure that by the time the SGM comes around, electronic voting on special resolutions is also viable and in place, if that is possible. Secondly, at the moment, while I realize that the current bylaws were done by committee and then put into place, there is currently no article in the bylaws that allow for either the board or a committee to propose special resolutions to amend the constitution of this organization. That disappeared when we put in these new bylaws. Therefore, I would ask either my friend and colleague, Boubakar Barry, or my friend and colleague, Dr. Quaynor, to please, if that is what they feel is the will of the community, to propose a special resolution to amend the bylaws to allow for such a committee. And I would welcome such a resolution and I, for one, would support such a resolution. Thank you. 10:24 Sunday Folayan: Counsel? 10:28 Ashok Radhakissoon: If I may, members, yesterday I talked about this. I said there are two ways of getting changes to the bylaws. One is a member-driven thing under the bylaws, and the other is when the board feels that in response to whatever the board has heard from the community, in response to whatever information is given by the community on mailing list, that there needs to be changes to the bylaw, then the board on its own volition, it can come up with proposals for our members. And this was done and voted in 2012, it became effective in 2013. So, this can be done. But if suggestions are that these should be a formal sort of a by-law provision, then it's up to the members to decide whether we change the bylaws to include another the modus of bringing changes to the bylaw by the board or by the community. Thank you. 11:41 Sunday Folayan: Thank you. [French] 11:46 Arnaud Amelina: Thank you, Mr. Chairman. I would like to congratulate the board for the courage or the respect to everything that happened the last few days and I would like to invite the board and specially invite the law person to try to solve all the little problems and well, because usually the small problems that bring the major problems and we get to what we have seen lately. It's a pity that continental association will have a behavior like this. Thank you. 12:40 Sunday Folayan: Dr. Quaynor? 12:40 Dr. Nii Quaynor: Thank you. My issue is really consensus, in that this voting business, whether it's for the Mauritius requirements or not, I just don't think that's the way we should do it, so I leave that subject. And as for me I'll be very pleased if Andrew puts that resolution, then that shows that we have come to consensus. But this is the comment I wanted to really make. Evidently we want to improve things and it's clear that there are issues, operational as well as policy and resource management challenges, we agree. 13:21 Dr. Nii Quaynor: The board has to empower the CEO and staff and give them independence enough to do their part. The separation of board and staff is important, and the board looking at longer term issues is necessary while staff focus on operations is the way forward. One wishes to remind the community that voting should be avoided as much as possible while AFRINIC work in public interest we call on you to just do that. Thank you. 13:53 Sunday Folayan: Thank you very much, Dr. Quaynor, those comments will be taken by the board, we'll process them and we'll work on them, thank you. Yes, Andrew? 14:06 Andrew Alston: I just have a question for counsel about this issue we've been discussing, because I'm failing to understand this and I think I do want to understand this very well before we get to the next É. SGA. My understanding is in the previous bylaws they could be modified in the way they were, but in the current bylaws there is no provision in the bylaws that allows for the board to institute a change in the current bylaws, and if there is I would ask what that clause is and where it is because I have looked through those by-laws, I looked very, very closely and I simply could not find it. 14:53 Andrew Alston: So, it may have existed in the previous bylaws which are no longer in existence, but once we brought in the new bylaws, if the clause doesn't exist and it is not in the bylaws, I'll ask you to explain to me how this can be done? Because if it can be done, great. But I don't think that the board should actually be changing the bylaws any way without a special resolution, but again I ask you because the board does not, under the current bylaws, have any power to propose a special resolution to this community, it's not in the bylaws. 15:32 Sunday Folayan: Okay, counsel, then I think on this matter the Chair has an opinion. 15:39 Ashok Radhakissoon: No, my first point is that the process has already been used in 2012 without the community having any objection against the process used and the new amendments have already been included in the bylaws. As Dr. Nii was saying, I think our final tribunal for deciding anything is the community, and though the consensus aspect of coming to terms, I don't want to use the term voting, it's not found in our bylaws, but everyone here will recognize that we as an intellect community will run by these consensus idea of anything trying to get through, through consensus. It was done after the community was given the draft, it went to two rounds of community on the mailing list, community implication, then the material brought to the AGM and it went through. Now, true it is that in our bylaws there is no power given to the board [16:49] ____ which we return. 16:51 Ashok Radhakissoon: But the question I ask, do you think a private share hold, company with shares, the board which is there cannot propose change in the rules for the betterment of the company, without there's something within the company's act for that? The board is there for that, to take to... We should look at section 129, if I'm not mistaking, the director will have to act in the best interest of the company, if the best interest of the company warrants that the rules change, the board is perfectly entitled to do so. Members have got to go through a special resolution, not the board. The board is the representative of the AGM between two AGMs, so if it feels that it is something which must be done, in the best interest of the company, the board is perfectly entitled on the basis that it represents, one, it represents the AGM between two AGMM, and it is duty bound to do so. 17:55 Sunday Folayan: Thank you. As I said the Chair has an opinion in this case, and now I refer Andrew to Section 15.3 of the bylaw without prejudice to the generality of Articles 15.1 and 15.2 above, "The directors shall be entitled to," number 10, "to appoint such committees for such reasons and with such terms of reference as they may consider necessary or desirable." If the board feels that there should be a Bylaw Review Committee, the bylaw already empowers the board to appoint such a committee so that it can discuss with the community, put it together and present to the community for ratification. I think on that note the board is empowered to do that and the bylaw allows it. Sorry, Ben, then Professor Quaynor. 19:06 Benjamin Eshun: Yes, Mr. Chairman, thank you very much. I certainly agree with what you all just discussed, and I agree and I'm concerned and I'm very much concerned and let me tell you why I'm concerned. For those of you who are into the news you know that Accra has been hit by floods, and I will get to the point very soon. So, I called my three-year-old son and he asked me, "Daddy, what are you doing here?" And I couldn't get to my point of explaining to him that I was at an AFRINIC meeting at the organization which is supposed to protect the IP resources that he would need in the future, in the coming future for his various institutions and various educations that are going on. 19:55 Benjamin Eshun: And when I see that, and the community has entrusted the board to ensure that this is exactly done. Now, we have members of the board who have said in open public that IPs should be sold to make a quick buck. We have members who have tried to institute the policies and so that... Or support openly supported policies which seem to favor the corporate agenda of making a profit outside the region. And that was poorly stated and expressed. So, there again, I loose confidence in these board members that have been entrusted to ensure that the resources of Africa are within the country so that my three-year-old son can get up one day 20 years from now and have the resources he needs in this information age. So, please I'm very worried, I was very displeasure about this and I hope that the board will not turn a blind eye to this fact, and take immediate actions to make sure that everybody who sit on the board would be in the interest of the community. Thank you. 21:00 Sunday Folayan: Thank you very much. Dr. Quaynor? 21:03 Dr Quaynor: Mr. Chairman, I think I like to support the statement you made. We do have all the powers to form in a working group, in a committee to address any issue of this community. So, I just wanted to support you on that in a very firm way. 21:19 Sunday Folayan: Thank you sir. What about the secret working group, can we É form it too? 21:23 Dr Quaynor: They don't exist. [background conversation] 21:26 Dr Quaynor: Beyond that I wanted to give some caution. It seems like we are becoming lawyers, we are becoming lawyers, so perhaps I should come here with my bylaws and checking it and so on and so forth. You see, you see. Let's just be a little bit more relaxed about it and focus on the real issues. After all, the company belongs to us, if we decide to change it, we can just change it. All these meticulous details, section 71145 this... It doesn't matter. It doesn't matter. What matters is the issues worrying us and that we are trying to resolve them. So, I very much appreciate the approach the Chairman has taken and I thank him very much for it. 22:21 Sunday Folayan: Clap for the Chairman. [applause] 22:28 Omo Oaiya: I have my bylaws in my hand, I couldn't clap. But this is what I've also noticed, I've also noticed that it seems to be all about the law and it's getting to a point where I think we need to sort of step back and look at this... Look at this critically. Sorry. So, is that a little better? Yes, okay. 22:55 Omo Oaiya: So, and I'm thinking about what's transpired these last couple of days and wondering if we really need to go through all of that. I had mentioned something and that's because of my background, again my name is Omo Oaiya, WACREN. We're a non-profit organization just like AFRINIC, but what I don't see... What I see as a major difference is the presence of the corporate AFRINIC and the restrictions that it seems to bring to the organization as a community. And what I would like to propose is that we separate this, so that we are not as a community not so bound by the company and Mauritian law. Like Dr. Quaynor said, if the board is able to sort of at least start this, what we should be looking at and what I think we should be looking at is an association of members that's separate from the company. 23:55 Omo Oaiya: Because right now actually, as much as I understand that legal has to advise the board, from what happened in this meeting and some other meetings, it seems as if without legal, as a community, we can't move forward. I don't mean the adviser himself. I mean, without the laws, without legal counsel, without legal counsel advising, without people quoting sections of this law, maybe it's time we re-thought how we're constituted. Thank you. 24:31 Sunday Folayan: Thank you very much. We're still on open mike. Anybody is free to make any statement before we close. Andrew Alston. 24:43 Andrew Alston: I'd just like to respond to some of the things that Omo said. But first, thank you very much for the clarification about the committees, as I said, it was a question that I wanted clarification on and my thanks for that Chair and to the legal counsel. Omo, while I agree with you in one sense, I point out that there is already a division in this community between the corporate side and the community side in the fact that we have an AGMM which happens once a year. We also have two PDP meetings in a year, and the company is just as bound by proposals coming out of the PDP as they are out of the AGMM, and that is what the PDP process is there for. I do and I raised this in a previous PDP, I do have slight concerns that with the current PDP process, because we only meet twice a year and it means that proposals effectively through that process can take multiple years. 26:00 Andrew Alston: If you look at the soft landing policy, Alan can perhaps clarify just how long that was on the floor for, but I think it was a good four years. I would like to see a situation where on the PDP, a proposal could be proposed on the mailing list, debated on the mailing list, consensus formed on the mailing list and the [26:22] ____ proper thing ratified without constantly having to wait six months for another PDP meeting. I think that would strengthen the voice of the community in that, and I really believe that it would be in the interest of the community to find a way to speed up that PDP, but I do think that that does create that division that you were looking for and it is already in place. 26:51 Sunday Folayan: Yes, sir. 26:53 Mr Kasana Thank you, Mr. Chairman. I feel that if we remembered what a member mentioned yesterday that there is the process which was requested to set up a governance review committee. Was it a committee? If that could address all the issues we are dealing now, if that was implemented, that would address many of the issues we are talking about now. So, I think let's probably expedite that decision. 27:25 Sunday Folayan: Thank you. Omo? 27:28 Omo Oaiya: Alright. I'd like to say I agree with what Mr. Kasana said. Now, I have to quote the bylaws. I'm referring to what Alston just said. Yes, it's about the PDP, about the board being able to call a public policy meeting at least once a year. So, that's 11.2, but it goes on to say in 11.4, it says, "Notwithstanding the provisions of article 11.2, the board may adopt such policies regarding the management of resources where it considers the same is necessary and urgent having regard to the proper and responsible usage of these resources." 28:17 Omo Oaiya: You know, I think that ultimately, the power to ____. What we do with that, and I take the point that Ben made that some board member suggested that a /8 could be sold. There might have been an economic argument, but we still have to remember what this organization represents. So, that sort of the power I'm very uncomfortable that is with the board. That the board can resort to doing what it likes with those resources, just so that you know I don't think that the PDP is sufficient. 28:54 Sunday Folayan: Thank you Omo. Seun? 28:56 Seun Ojedeji: Thank you Mr. Chair. My name is Seun Ojedeji from Nigeria. I just like to respond to Andrew, that yes, when we get the proposal on the floor, and floor being the mailing list, if there is needs to expedite it, the current process of the PDP allows the Co-chair to vary the existing process if there is need for that. So, until we find ourselves in that situation, I think we should still maintain the current process. Thank you. 29:38 Sunday Folayan: Thank you very much. I don't see any other person on the microphone. Seeing nobody, I'd like to say that all the issues are noted, we've taken records, we'd sit, we'd process them. Those things that require quick attention, attention would be paid to them, and the board will act as soon as feasible to ensure that all these things are addressed, and that we are able to deliver on most of the issues, if not all the issues, that have been raised by members at today's meeting. I'd just like to notify the members of, well, not an issue, just a point of information. 30:45 Sunday Folayan: You would remember earlier on that two members of this board stepped down. Technically, their terms expire at the end of June. The new members elected today will assume their seat on the 1st of July. This means that the alternates who have been phased out at this AGMM would occupy the seat of the primaries till the 30th of June, which is the last day in the month. So, the two alternates for the two seats where the board members stepped down today at the AGMM would occupy the seats till the end of the month, by the provisions of the bylaw and the alternate system that we are phasing out at the end of this Annual General Meeting. 31:51 Sunday Folayan: Indeed, it is very, very convenient for us as a board because if we did not have that situation of the two alternates still existing by the bylaw, the board will have had to use its powers to fill casual vacancies arising as a result of those two step-downs. Having said that, I'd like to... I'm sorry. 32:18 Dr Nii Quaynor: Sorry, sir. I don't know. I'm not sure why you are raising this... Which part of the bylaws mentions alternates? I don't think alternates exist in our current bylaws unless I have to get the book and check every page. 32:39 Sunday Folayan: I am resisting opening the bylaws sir, by your advice. 32:44 Dr Nii Quaynor: So, based on that, I'm saying you figure out your column issues and go on. It's only a few weeks anyway. So, if you start doing that then, it brings up more issues. 32:56 Sunday Folayan: I was careful enough to say it's an information to the community. It's important because a lot of things has happened in this AGMM. I don't want us to get to implementation and people are asking the question, "Why is that person still on the board? Why is that person not on the board?" I think there are some things we should just give those little information to the community and I believe the community will process them. 33:28 Dr Nii Quaynor: Correct. 33:28 Sunday Folayan: But from your statement, sir, I'm very, very delighted that the confidence of the community is returning to the board. Thank you very much. A round of applause for your board. [applause] 33:43 Sunday Folayan: Alright. Having said that, I'd like to, on behalf of the board and all the members, appreciate all our friends from the various areas who have tolerated us, given us great support, great words of encouragement, great understanding, great belief in the fact that we as Africans, we can do our things and do them correctly. Thank you all. I'd like to thank all members for your belief in your organization and together, we can take AFRINIC to greater heights. I like to seek a motion to close the Annual General Members' Meeting, and for us to adjourn until the Special General meeting in November. Motion to adjourn? 34:33 Mark Elkins: Mark Elkins, I'll second you. 34:36 Sunday Folayan: Seconder. I am torn between recognizing Haitham, but I would want to hear a woman second the motion. [background conversation] 34:50 Sunday Folayan: Thank you very much. Meeting adjourned. [applause] 34:57 Alan Barrett: Okay. Thank you everybody. Don't be in too much of a hurry to leave. The formal Annual General Members' Meeting is now closed.