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AFRINIC Bylaws (2007) - Archived

16. PROCEEDINGS OF DIRECTORS

Chairperson and Deputy Chairperson of the Board

16.1 The Directors shall elect a Primary Director as chairperson and, if they think fit, a Primary Director as deputy chairperson, of the Board. The chairperson and the deputy chairperson shall hold office for a period of twelve months.

16.2 The chairperson or, failing him, the deputy chairperson, shall preside at all meetings of the Directors, but if at any meeting the chairperson and deputy chairperson are not present within fifteen minutes after the time appointed for holding the same, the Directors present may choose one of their number to be chairperson of the meeting.

Notice of Board Meeting

16.3 A Director or, if requested by a Director to do so, an employee or the secretary of the Company, may convene a meeting of the Board by giving at least fourteen days’ notice, provided that shorter notice may be given where at least three-fourths of the Directors consent to such shorter notice or if the chairperson of the Board considers that the business of the meeting is urgent.

16.4 A notice of a meeting of the Board shall be sent to the Chief Executive Officer, every Primary Director and every Alternate Director, and the notice shall include the date, time, and place of the meeting and the matters to be discussed. The notice may be delivered by post, fax, electronic mail or such other method as the Board shall reasonably determine from time to time.

16.5 An irregularity in the notice of a meeting is waived where all Directors entitled to receive notice of the meeting attend the meeting without protest as to the irregularity or where all Directors entitled to receive notice of the meeting agree to the waiver.

Methods of holding Board Meetings

16.6 A meeting of the Board may be held:

(i) by a number of the Directors who constitute a quorum, being assembled together at the place, date, and time appointed for the meeting;

(ii) by means of audio, or audio and visual, communication by which all Directors participating and constituting a quorum can simultaneously hear each other throughout the meeting; or

(iii) such other methods of communication whereby all Directors participating and constituting a quorum can simultaneously communicate with each other throughout the meeting.

16.7 Regular meetings of the Board will be held on dates to be determined by the Board. To the extent practicable, meetings should be held in different locations around the continent of Africa on a regular basis.

16.8 Every Primary Director, Alternate Director and the Chief Executive Officer shall be entitled to attend each Board meeting.

Quorum

16.9 A quorum for a meeting of the Board shall be the majority of Primary Directors (either present or represented by their Alternate Directors).

16.10 No business may be transacted at a meeting of Directors if a quorum is not present, provided that, if a quorum is not constituted, the Directors present may adjourn the meeting. If a meeting is adjourned for more than 24 hours, notice shall be given to those Directors not present at the meeting at the time of adjournment. At the adjourned meeting, the Directors present, not being less than three in number, shall constitute a valid quorum.

Voting

16.11 Every Director shall have one vote. The chairperson shall not have a casting vote. An Alternate Director may only vote when his Primary Director is not present.

16.12 A resolution of the Board is passed if it is agreed to by all Directors present and entitled to vote without dissent or if a majority of the votes cast on it are in favour of it.

16.13 A Director present at a meeting of the Board is presumed to have agreed to and to have voted in favour of a resolution of the Board unless he expressly dissents from or votes against the resolution at the meeting.

Minutes

16.14 The Board shall ensure that minutes are kept of all proceedings at meetings of the Board.

16.15 Any such minute, if purporting to be signed by the chairman of the meeting at which the proceedings took place, or by the chairman of the next succeeding meeting, shall, unless the contrary be proved, be conclusive evidence of their proceedings.

Resolutions in writing

16.16 A resolution in writing, signed or assented to by two-thirds of all Primary Directors then entitled to receive notice of a Board meeting, is as valid and effective as if it had been passed at a meeting of the Board duly convened and held.

16.17 Any such resolution may consist of several documents (including facsimile or other similar means of communication) in like form each signed or assented to by one or more Directors.

16.18 For the purpose of the foregoing, signature or assent by an Alternate Director shall be as valid as the signature or assent of his Primary Director unless the Primary Director has expressly refused to sign or assent to the resolution.

16.19 A copy of any such resolution must be entered in the minute book of Board proceedings.

Other proceedings

16.20 Except as provided herein, the Board may regulate its own procedure.

 

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