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AFRINIC Bylaws

1 INTERPRETATION

1.1 In this Constitution, the words or terms in the first column shall have the meaning assigned to them in the second column, as follows:

 

Word/Term Meaning
Act The Companies Act 2001 of Mauritius, as amended from time to time.
Annual General Members' Meeting The annual meeting of the members of the company required to be held under section 115 of the Companies Act 2001.
Associate Member Any individual person, corporate body of the public sector including governmental, and intergovernmental organisations, non-governmental organisations as well as those of private sector entities who do not use Assigned Number resource under the Registration Service Agreement (RSA) but who have manifested a substantial interest in the number resources management as well as in the mission of AFRINIC to become its member.
Auditors The auditors appointed by the Board for the time being of the Company.
Board The Board of Directors of the Company for the time being
Chief Executive Officer The highest-ranking employee of the Company who shall manage the day-to-day affairs of the Company and who shall report to the Board.
Company AFRINIC Ltd, a company incorporated in the Republic of Mauritius.
Community Meeting Community Meetings shall include the Public Policy Meetings and the Annual General Members' Meeting provided for in terms of Section 115 of the Act or any special meeting of the members.
Constitution This constitution, as amended from time to time in accordance with the Act.
Council of elders A non-executive and ad hoc Committee appointed by the Board, comprising of past chairpersons of AFRINIC who are no longer serving on the Board.
Director A person elected to the office of director at an annual Members' meeting and the Chief Executive Officer in an ex-officio capacity as the context indicates.
Election Committee A committee set up under Article 10 of this Constitution, comprising of such staff of AFRINIC, designated by the Chief Executive Officer.
End-Site Any entity, corporate or individual that receive services (Number Resources assignments) directly from AFRINIC for exclusive use on its own service infrastructure.
E-voting An election system that allows a voter to record his or her secure and secret ballot electronically from any location.
Internet The co-operative worldwide electronic network of computers and computer networks using TCP/IP protocol and includes further cooperative worldwide electronic networks that incorporate, replace and/or develop out of that network using any technology.
Internet community: Any person or corporate body living or operating in AFRINIC service region and interested in the Internet Number resource Management.
Local Internet Registry (LIR) any Network Operator that provides Internet services to distinct end-users and end-sites.
Member Registered Member, Resource Member and Associate Member.
Nomination Committee (NomCom) A committee of volunteers from the community appointed by the Board and consisting of at the most three persons who have displayed substantial interest in Number Resources Management and in AFRINIC's mission generally plus one representative of the Board from a non open seat.
Ordinary Resolution A resolution that is approved by a simple majority of the votes of those members entitled to vote and voting on the matter which is the subject of the resolution.
Person Any individual, company, body corporate, registered organisation, unincorporated association, governmental organisation and intergovernmental organisations or non-governmental organisation.
Policy Development Process A bottom-up, open and transparent process, approved by the Internet Community wherein all stakeholders may participate in the creation of policies which would ensure that the Internet Number Resources are distributed and managed in a responsible and fair manner.
Registered Member Any Director upon assumption of office and who is a member within the meaning of the Act.
Registration Service Agreement A legally binding agreement between AFRINIC and such legal entities which use or shall use Internet Number Resources managed and administered by AFRINIC.
Resource Member A legal entity or person that meets the requirements for Internet number resources allocations and/or assignment and who signs the Registration Service Agreement.
Special Resolution A resolution approved by a majority of 75 per cent of the votes of those members entitled to vote and voting on the question.

1.2 Words not defined herein shall, in so far as the context permits, have the same meaning as in the Act.

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