[afnog] [members-discuss] Notice of Appointment of Receiver (pursuant to Section 187 of the Insolvency Act 2009) - Ref: AFRINIC Board Election Process and Compliance with Bylaws

[Noah]

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

> Hi Noah,
>
> I will just make one long general comment. Please see inline.
>
> ----
> Sent from my mobile
> kindly excuse typos
>
> On Wed, 27 Aug 2025, 4:49 pm Noah, <noah at neo.co.tz> wrote:
>
>>
>>
>> *PS: *To set the record straight, the ongoing election process is not
>> consistent with the spirit of the Bylaws in our humble opinion.  PLEASE
>> TAKE NOTE.
>>
>> NOTE: The underlying problem statement that led our RIR - AFRINIC to be
>> put under receivership was that the company lacked a board and a CEO.  In
>> fact it had directors but they were not enough in terms of numbers to
>> quorate a board. The Bylaws as is, can fix this problem statement without
>> constitutional violations.
>>
>
> SO: It is not practical and actually impossible for any process to be 100%
> inline with the bylaw in the current situation. As per the bylaw there are
> actually no director at the moment for AFRINIC since they already served
> their respective "indicative" terms. I was a strong proponent that the
> stargardness of the seat could be fixed even with this current election but
> nomcom seem to believe otherwise which is okay.
>

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

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

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

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


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

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

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

Noah Maina
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