[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

[Seun Ojedeji]

Hello Noah

On Fri, 29 Aug 2025 at 07:58, Noah <noah at neo.co.tz> wrote:

>
>
>
>
> 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.
>

SO: It is very unfortunate that CIL used one the actions of the Board and
my comment thereof as a supporting evidence for his case, but I maintain my
opinion on "our" action as a Board at that time. It is also absolutely
incorrect that the single event is the only thing that led to the current
situation at AFRINIC. I will not speak further on this knowing that CIL has
an ongoing legal case against me in my country, there will be the right
time for everything.


>
>
>> 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.
>

SO: How do you formally bring matters to members without a properly
constituted Board as per the bylaw?  The other option is for members to
unite to call an SGMM but as you can see the number of active members to
meet the required threshold makes this almost impossible. Since we know
there is no way we could meet the current bylaw in totality then I believe
any reasonable solution that is transparent enough should be acceptable to
members. Events at AFRINIC are becoming a tool for various quarters to
achieve their own personal interests.

Regards

>
> 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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*Seun Ojedeji,*

Bringing another down does not take you up - think about your action!
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