+1 Le 1 oct. 2016 13:55, "ALAIN AINA" <aal...@trstech.net> a écrit :
> Hello All, > > It is deplorable that this thread on proxy went in a such chaotic mode and > one had the impression that people were talking without listening to each > other. > > We have had so many times, discussions around AFRINIC Ltd(the company) and > AFRINIC (the community), Bylaws vs Act, etc…. These threads can be found in > the archives. > > The most recent i could find is at https://lists.afrinic.net/ > pipermail/community-discuss/2016-July/000432.html > > Beside the requirements of the Act and Mauritius laws, this community has > adopted rules and given rights to non “registered members” and “the > Community” to suit the community needs through the bylaws. > > Ashok’s response was not meant for the public and so i won’t comment or > refer to it, but It is clear that the proxy limitation for elections was a > "community decision" to accommodate a situation and shall be treated as > such. > > One would expect the debate to stay at the community level and not involve > the Act. The community to discuss and agree on how to manage this issue. > > Referring to the Act beyond what its applied to “Registered members” seems > inappropriate and can lead to questioning may other things… > > 1- Since “Resource members” are not recognised by the Act, why is the > rules on proxy towards them subject to the Act ? > > 2- if we were to amend to comply to the Act, will this not only applied to > the “Registered members”? > > 3- what is the meaning of the rights given to the “resource members” by > the bylaws ? > > > Furthermore, if we go back to the original discussion of amending the > bylaws to improve the accountability: > > - who is being accountable to who ? > > - what powers does the "registered members" have over the organisation > beyond electing the directors to become “Registered members” ? > > If i take my favorite example, point 11 of the assessment document(see > below),how will amending the bylaws as suggested below will prevent the > “Registered members” from unilaterally amending the bylaws at 75% of votes > among them as this would be by powers reserved to the members, the > “registered members” by the Act ? > ======== > 11- Modification to the Bylaws or Constitution: The Bylaws say how the > AFRINIC > Members may change the Bylaws, but the Companies Act say that the > Registered Members can change it. Consider requiring that the > Bylaws/Constitution may be changed only after a Special Resolution by all > AFRINIC Members in terms of Bylaws 7.6(vi) , so that the Registered Members > (the same nine people as the Directors) cannot act without broader > approval. > =========== > > All of these said, i suggest that we continue the discussions on the proxy > and the general accountability improvement in the spirit of AFRINIC, the > Community. The GC shall lead future discussion on AFRINIC legal status to > fix this to the end. > > Hope this helps > > Bon weekend > > —Alain > > > > > > > On Sep 30, 2016, at 4:24 PM, Alan Barrett <alan.barr...@afrinic.net> > wrote: > > > > Hi Ashok, > > > >> On 30 Sep 2016, at 15:27, Ashok Radhakissoon <as...@afrinic.net> wrote: > >> > >> Dear Alan, > >> I am only replying to you on this as I advise the Board only.It is only > during an AGMM, when called upon, that i intervene. > > > > Actually, you replied to the mailing list, but no harm done. I am also > replying to the mailing list, and I have asked for the mailing list > configuration to be changed so that it does not automatically add a > “Reply-To” header in future. > > > >> You are right in stating that the Company's Act takes precedence over > the bylaws. > >> I recall that after the Cairo election, the Community felt that > bringing a substantial number of proxies especially from a particular > region where AFRINIC membership was dense could not from a "community " > perspective give the best representation for the Africa regions.This is why > the limitation of the number of proxies was introduced and voted by the > community. > >> This provision of the bylaws would in no way withstand legal challenge > as suggested by > >> Andrew. > > > > Thank you for the advice. I suggest that the limit on pnumber of > proxies should be removed. > > > > Alan Barrett > > > > > > _______________________________________________ > > Community-Discuss mailing list > > Community-Discuss@afrinic.net > > https://lists.afrinic.net/mailman/listinfo/community-discuss > > > _______________________________________________ > Community-Discuss mailing list > Community-Discuss@afrinic.net > https://lists.afrinic.net/mailman/listinfo/community-discuss >
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