[afnog] PROPOSED BYLAWS COMPLIANCE BOARD ELECTION FRAMEWORK

[Noah]

Dear AFNOG Members,

Amidst the ongoing efforts to restore a member-elected board at (AFRINIC),
the TISPA is putting forward a clear, responsible, and bylaws-compliant
election framework. The proposal is designed to achieve two critical goals
simultaneously: establish a functional board without delay, and safeguard
the integrity of AFRINIC’s future elections. We believed that a rushed
election that violates AFRINIC’s own constitution will only lead to further
instability as we had feared.

Therefore the framework proposed by TISPA offers a viable path forward that
respects our foundational rules (the constitution/bylaws of AFRINIC) and
protects the community’s central role in governance.

*Proposed Election Framework*

TISPA was concerned that the election process, by filling all six regional
seats, violates Article 13.6 and risks a 2028 governance crisis, as a
bylaws-compliant NomCom (Article 9.1) cannot be formed without vacant
regional seats, potentially leading to an externally appointed NomCom
again. But also the participation of all resource members in good standing,
the staggering nature of elections, regional based nomcom etc.

To ensure full compliance with the AFRINIC 2020 Bylaws, TISPA proposes to
resource members that the current election process be structured as follows:

*Board Composition:*

*1. Elect Six (6) Directors to Form a Quorate Board:*

   - Four (4) Regional Directors: Filling the seats for four of the six
   regions (e.g., Northern, Western, Indian Ocean, and Central Africa), in
   accordance with Article 13.5.
   - Two (2) Non-Regional Directors: Filling the competency-based,
   independent seats (Seats 7 and 8), as stipulated in Article 13.4(ii).

*2. Leave Two (2) Regional Seats Unslated:*

   - The seats for the remaining two regions (e.g., Southern and Eastern
   Africa) should be left vacant in this election. This action is essential to
   respect the staggered election cycle mandated by Article 13.6 of the
   bylaws. These seats can be filled at a subsequent Annual General Members’
   Meeting (AGMM).

*3. Ensure Mauritius Residency:*

   - The election process must ensure that at least one of the elected
   directors is ordinarily resident in Mauritius, as required by both Article
   13.9 of the bylaws and the Mauritius Companies Act 2001.

*4. Quorum and Functionality: *A six- or seven-director board meets the
quorum of five directors (Article 19.6), enabling AGMM calls (Article 11.1).
*5. AFRINIC Community Participation: *The board (*currently the receiver*)
appoints a NomCom via a public call (Article 9), allowing community
nominations for vacant seats in future.

*Inline with Community participation, having our sister RIR such as ARIN,
RIPE, LACNIC and APNIC as external internet community observers would add
more credibility to the election process since AFRINIC is a member of the
NRO. *

*TISPA’s Concerns:*
A Court affidavits and application by TISPA aimed at addressing systemic
violations of AFRINIC’s bylaws (Articles 9, 10, 12, 13), in terms of:

   - *Improper NomCom and Election Committee (ECOM) Constitution:* Breaches
   of Articles 9 and 10.
   - *Violation of Staggered Elections:* Electing all six regional seats
   disrupts Article 13.6.
   - *Disenfranchisement of Resource Members: * Violations of Article 12.
   Remember resource members have paid their fees and are in good standing and
   eligible to vote.
   - *AGMM Procedures:* Non-compliance with Article 12.2. Elections are
   supposed to happen during an AGMM or SGMM.
   - *Future NomCom Crisis:* Electing all six regional seats prevents a
   bylaws-compliant NomCom (Article 9.1) in 2028, risking an externally
   appointed NomCom and violating AFRINIC’s governance model (Article 23).

There were suggestions by Amin and others related to seeking court and
members consent to vary certain provision of the bylaws.

*The attached document contains detailed writeup which informed the public
statement here: https://tispa.or.tz/post/37/ <https://tispa.or.tz/post/37/>*

For your consideration, criticism, improvement but above all, open
discussion.

Cheers,
*Noah Maina*
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