The process for Members to change the APNIC By-laws has been made easier, as part of governance improvements announced today by the APNIC Executive Council (EC). Previously, any change to the by-laws required the agreement of two-thirds of all Members; from today, change will be possible if two-thirds of all votes cast are in favour.
The updated voting threshold is designed to strengthen the power of APNIC Members by providing a more realistic process for updating the APNIC By-laws. The previous requirement for agreement by two-thirds of the entire Membership was practically impossible, and meant Members had little realistic ability to update the by-laws if needed.
This change was made alongside other APNIC governance structure improvements detailed in this post.
How is this possible given the by-laws need to be amended to allow the voting threshold change?
Under the current structure, APNIC is a “Special Committee of the Board” of the company APNIC Pty Ltd. This has provided the Directors of APNIC Pty Ltd with the ability to change the by-laws without the need for a Member vote. It is a power that has only been used once in APNIC’s history (in 1999 to expand the number of EC Members from five to seven).
Who are the Directors of APNIC Pty Ltd?
Until recently, it was a role requirement of the Director General to also serve as the sole Director of APNIC Pty Ltd. However, as part of governance improvements announced today, all members of the EC are being appointed Directors of APNIC Pty Ltd. This process is still underway, due to identity verification requirements, but at the time of publishing, two EC members have been appointed.
Those Directors passed a resolution today, 12 July, to amend the by-laws to lower the voting threshold for by-law change by Members to two-thirds of votes cast.
The remaining members of the EC who are still awaiting Director identity verification were fully aware and expressed their support for the actions taken by the Directors of APNIC Pty Ltd to amend the by-laws.
Why was the voting threshold for by-law change updated?
APNIC’s by-laws were drafted almost 30 years ago when the membership was much smaller. In the past 25 years, the ability for APNIC Members to update the by-laws has become virtually impossible due to the growth of the membership and the very high threshold for a successful vote.
The EC believes it is in the best interest of APNIC Members to have practical power to make changes to the by-laws.
There are more reforms that the EC believes are necessary to strengthen and modernize the by-laws, but the EC did not wish to make those changes unilaterally. In fact, the EC does not intend to use its direct ability to change the by-laws again unless the circumstances are exceptional.
An additional safeguard was introduced via a resolution passed at the EC’s May meeting that instructed the Director General to update the Articles of Association of APNIC Pty Ltd to only allow by-law change without a Member vote if at least 75% of the Board of Directors (the EC) agree on the change.
So, the Directors of APNIC Pty Ltd made very limited changes, but both were aimed at strengthening the power of APNIC Members, and to allow further by-law reform to occur via Member vote.
By-law reforms proposed by the EC for a Member vote
The proposed by-law amendments are in response to the community feedback received, before and following APNIC 55, to enhance the eligibility criteria for EC nominees and to mitigate vulnerabilities in the EC election process. It is hoped these by-law reforms will resolve the issues raised by Members.
Two online community consultation sessions with the APNIC EC will be held from 26 to 27 July 2023 to discuss the by-law reforms. I encourage you to join one of these sessions to learn more about the proposal.
Please visit bylaws.apnic.net to learn more and register for the upcoming consultation sessions.
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