The Uganda Internet eXchange Point (UIXP) was conceived in 2001 as a private company with a neutral not-for-profit association governance model whereby connected networks were meant to collectively oversee the company’s management through a democratic process. While the not­-for­-profit IXP association governance model has since become one of the most common and successful across the African region, we have determined that it cannot be effectively implemented at the UIXP without significant changes to our Memorandum and Articles of Association (MEMARTs).

The original MEMARTs, which are still in effect today:

• Are enormous in length, disorganized, and full of cryptic legal jargon. This makes them difficult to understand which, in turn, makes them difficult to implement.
• Do not cater for membership based on a service contract. Instead, they require updating the MEMARTs filed at Companies House with a fresh set of signatures from all members every time a network joins or leaves the exchange; a costly, time consuming, and labour intensive process.
• Give excessive powers to Directors sufficient for them to expropriate control of the association from its members.

In an attempt to resolve these issues, we drafted new MEMARTs and proposed them to the community in 2015. These documents aimed to:

• Ensure that Participant members (i.e. networks) collectively remain the highest authority in the governance process.
• Resolve issues related to term limits, governance capture, and conflicts of interest.
• Allow networks to become legal Participant members of the association by signing and adhering to a service contract. This was achieved by introducing an elected Trustee membership class that can sign and steward the MEMARTs on behalf of the Participant members.
• Prevent company dysfunction in cases where the number of Participant members drops below a workable number (e.g. 3) by allowing Trustees to vote in company meetings.
• Eliminate numerous inappropriate and/or redundant clauses, close loopholes, and use plain language wherever possible. The total length has been reduced from 30 pages to 10 if given equivalent formatting.
• Allow for electronic correspondence, participation, and voting in company meetings.

While we did not receive any feedback, and lacked funds for implementation, we continued working to revise these documents with the hope that we might eventually find a way forward. Attached is the result of those efforts; a new draft of the proposed UIXP MEMARTs which we submit for your comment and review.

If you would like to provide feedback on these documents, please send a message to board@uixp.co.ug with your comments or questions.