ISPA serves legal letter on AFRINIC over board election

After taking legal advice, the Internet Service Providers’ Association of South Africa (ISPA) has served a legal letter on AFRINIC, calling into question several of the decisions the board has made in the past year.

Among the issues raised is the election of AFRINIC board members, which is set to take place today, 20 June, at the organisation’s annual general members’ meeting (AGMM).

MyBroadband reported that the person running for the Southern African AFRINIC board seat is Vika Mpisane, the suspended CEO of the .ZA Domain Name Authority (ZADNA). Mpisane is running uncontested for the seat.

ZADNA is a not-for-profit organisation that manages and regulates the .ZA namespace, including domains like co.za, net.za, org.za, and web.za.

The African Network Information Centre (AFRINIC) is the Regional Internet Registry for Africa and the Indian Ocean region. It is responsible for the distribution and management of Internet number resources.

Problems with AFRINIC nomination and election process

While ISPA does not specifically address Mpisane’s uncontested nomination for the AFRINIC board, it takes issue with the nomination and election processes in general.

“In the forthcoming elections the Nominating Committee has brought forward only one candidate for two of the Board seats to be elected,” ISPA stated.

ISPA noted that though this is not a violation of the AFRINIC constitution, it does not comply with AFRINIC’s published election process.

Both of the candidates in question — for the Southern and Eastern Africa seats respectively — were appointed by the AFRINIC board to fill interim vacancies.

“We note in this regard that the Board of AFRINIC has approved the nominations and that both of the uncontested candidates of the slate prepared by the Nominating Committee are existing members of the Board.”

In addition to questioning the lack of candidates for the Southern and Eastern Africa board seats, ISPA also noted that the “none of the above” option has been removed from the ballot.

“The ability to vote against the slate prepared by the Nominating Committee has been unilaterally removed by the Board of AFRINIC,” said ISPA.

ISPA stated that this unilateral action was taken even though the board did not even have the necessary quorum to call its last AGMM.

“That inquorate, and therefore incapacitated Board, determined that it was adequately empowered to alter existing processes,” ISPA said.

According to ISPA, these alterations to existing election processes will result in the unopposed election of two candidates who were appointed by the Board to fill interim vacancies.

“This is particularly concerning to our members, as it seems deliberately designed to disempower the resource members of AFRINIC and to deliver a pre-ordained outcome,” said ISPA.

ISPA also argued the following with respect to the election:

  • The 12-day delay in announcing the candidate list, allowing only 18 days for comment before the election, is prejudicial and not a “minor deviation” as allowed by the AFRINIC rules.
  • AFRINIC’s electronic voting system does not allow members to spoil the ballot or decline to vote for certain seats. This means that members who can’t vote in person must vote for the two unopposed candidates, even if they don’t want to.
  • The board refused to table a special resolution to determine whether the delay in releasing the candidate list was acceptable. This may be in violation of the AFRINIC Constitution.

No due diligence by AFRINIC — ZADNA

MyBroadband previously reported that the chairperson of ZADNA, Motlatjo Ralefatane, said that AFRINIC failed to consult with ZADNA before publishing its candidate slate for its upcoming board elections.

Mpisane’s abridged CV, which is linked to from the webpage for the AFRINIC board elections, identifies him as the Chief Executive Officer and an ex officio Board member of the .ZA Domain Name Authority since April 2006.

Ralefatane said the ZADNA board also wants to place on record that Mpisane was suspended from his position as CEO in December 2018, pending a disciplinary hearing on what the Board believes to be serious matters.

She previously told MyBroadband that Mpisane was suspended for “serious hybrid acts of misconduct”, including the mismanagement of ZADNA funds.

“While it is important not to prejudice the outcome of Mr Mpisane’s hearing, we note that he had already been suspended for more than three months when AFRINIC’s NomCom opened nominations on 18 March,” Ralefatane stated.

AFRINIC must address huge issues at today’s meeting

Aside from the election of candidates to the AFRINIC board, ISPA also called on the board to address an issue where a special resolution it plans to table will expand its powers and diminish those of voting members.

“The Board now seeks to impart full rights of an elected Director on persons selected by the Board itself to fill a temporary vacancy,” stated ISPA.

“This will cause the Board to replace the resource members as a way to elect directors and may by fiat and without any form of due process appoint people to fill vacancies to the Board,” it said.

“The Board has not even considered the significant conflict of interest that this will engender as it will then be possible to have a Board that may simply select people of its choosing and bestow on them rights and responsibilities that should derive from a mandate from the resource members.”

ISPA also noted that the acting CEO of AFRINIC is a Mauritian national, even though the organisation’s constitution prohibits the CEO (or acting CEO) from being a national from the country where its headquarters is hosted.

The same person is also effectively the chief financial officer of AFRINIC, which is not allowed.

“The Board has sought to draw an artificial distinction between the title of the individual (Finance and Accounts Director) and the role that he fulfils, namely as chief financial officer of the company.”

Call to action

ISPA has called on AFRINIC to take immediate action on these, and other issues.

It informed AFRINIC that its members will make a procedural motion at the upcoming AGM, which is to be taken prior to the meeting’s main agenda.

Graham Beneke, the chairperson of ISPA, also invited members of the AFRINIC community to lend their support of the motion using an example attached to an e-mail sent to community members.

MyBroadband requested comment from AFRINIC and will update this article if any feedback is received.

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ISPA serves legal letter on AFRINIC over board election