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AFRINIC Bylaws

 

12 PROCEEDINGS AT ANNUAL GENERAL MEMBERS' MEETINGS

12.1 Chairperson:

(i) Where the Directors have elected a chairperson of the Board, and the Chairperson of the Board is present at an Annual General Member Meeting called in terms of Article 11.1, he/she shall chair the Annual General Member Meeting.

(ii) If, at any Annual General Members' Meeting called in terms of Article 11.1, the Chairperson of the Board is not present within 15 minutes of the time appointed for the commencement of the Annual General Members' Meeting, the Vice-Chairperson will chair the meeting.

(iii) Where no Chairperson of the Board has been elected or if, at any Annual General Member Meeting called in terms of Article 11.1, the chairperson and the Vice-Chairperson of the Board are not present within 15 minutes of the time appointed for the commencement of the Annual General Member Meeting, the Directors present shall elect one of their member to be the Chairperson of the Annual General Members' Meeting.

(iv) The ruling of the Chairperson of the Annual General Members' Meeting called under Article 11.1 on matters relating to the order of business and the procedure and conduct of the Annual General Members' Meeting shall, subject to this Constitution, be final and binding and no motion of dissent from the ruling of the Chairperson may be entertained.

 

12.2 Notice of Annual General Members' Meetings

(i) Written notice of the time, date and place of a Annual General Members' Meeting called under Article 11.1, shall be sent to every Member and to every Director, the secretary and the auditor of the Company not less than 14 days before the Annual General Members' Meeting. The notice may be delivered by post, fax, electronic mail or such other method as the Board shall reasonably determine from time to time;

(ii) The notice to be sent pursuant to Article 11 shall state:

a) the names of the Directors who will retire on the date of that Annual General Members' Meeting and the region represented by each such Director;

b) the names of the persons who have been proposed to be elected as Directors and the region which is proposed to be represented by each such Person;

c) any policy issues which the Board considers should be discussed at the Annual General Members' Meeting;

d) the nature of the business to be transacted at the Annual General Members' Meeting in sufficient detail to enable a Member to form a reasoned judgment in relation to it; and

e) the text of any Special Resolution to be submitted to the Annual General Member Meeting.

 

12.3 Any irregularity in a notice of an Annual General Member Meeting shall be waived where all the members entitled to attend and vote at the Annual General Members' Meeting attend the said Meeting without protest as to the irregularity, or where all members agree to the waiver.

 

12.4 Any accidental omission to give notice of an Annual General Members' Meeting called under Article 11.1 to, or the failure to receive notice of an Annual General Members' Meeting called under Article 11.1 by a Member or any other Person entitled to receive notice shall not invalidate the proceedings at that Meeting.

 

12.5 The chairperson may, or where directed by the Annual General Members' Meeting, adjourn the Meeting from time to time and from place to place, but no business shall be transacted at any adjourned Annual General Member Meeting called under Article 11.1 other than the business left unfinished at the Annual General Members' Meeting from which the adjournment took place.

 

12.6 When an Annual General Members' Meeting is adjourned for 30 days or more, notice of the adjourned General Meeting shall be given as in the case of an original Meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or the business to be transacted at the adjourned Annual General Member Meeting to Associate members

 

12.7 Associate members may attend the Annual General Members' Meetings in an Observer capacity.

 

12.8 Methods of holding Annual General Members' Meetings (called under Article 11.1 of the present Constitution):

(i) An Annual General Members' Meeting called under Article 11.1 may be held either

a) by the members, including a number of members who constitute a quorum, being assembled together at the place, date, and time appointed for the Meeting; or

b) by means of audio, or audio and visual, communication by which all members participating and constituting a quorum can simultaneously hear each other throughout the Meeting.

 

12.9 Votes to be exercised on the date of the Annual General Members' Meeting with respect to the election of Directors may be exercised in person, by proxy, by e-voting or by such other method of communication as may be decided from time to time by the Board.

 

12.10 Quorum.

(i) Where a quorum is not present, no business shall be transacted at an Annual General Members' Meeting called under Article 11.1 of this Constitution.

(ii) The quorum for an Annual General Member meeting shall be composed of minimum of ten (10) members in person comprising:

a) Four (4) Directors elected to represent a region;

b) One (1) Director elected on a non-regional criterion; and

c) Five (5) Resource Members.

(iii) Where a quorum is not present within 30 minutes after the time appointed for the Annual General Members' Meeting:

a) in the case of a Annual General Member Meeting called under section 118(1)(b) of the Act, the Meeting shall be disbanded;

b) in the case of an Annual Member Meeting called under Article 11.1 of this Constitution, the Meeting shall be adjourned to the same day in the following week at the same time and place, or to such other date, time and place as the Directors may appoint; and

c) at the adjourned Annual General Members' Meeting, the quorum shall be ten (10) members present, subject to Article 12.10(ii) in person or by proxy.

 

12.11 Voting

(i) Where an Annual General Members' Meeting is held under Article 11.6(i) above, unless a poll is demanded, voting at the Meeting shall be by whichever of the following methods as determined by the chairperson of the Meeting:

a) voting by voice;

b) voting by show of hands;

c) voting by paper ballot;

d) voting by electronic system (e-voting)

(ii) Where an Annual General Members' Meeting is held under Article 11.6

(ii) above, unless a poll is demanded, voting at the Meeting shall be by the members signifying individually their assent or dissent by voice.

(iii) A declaration by the chairperson of the Meeting that a resolution is carried by the requisite majority shall be conclusive evidence of that fact unless a poll is demanded

(iv) At an Annual General Members' Meeting called under Article 11.1, a poll may be demanded by any Registered Member or any Resource Member or the chairperson of the Meeting.

(v) A poll may be demanded either before or after the vote is taken on a resolution.

(vi) Where a poll is taken, each Member shall have one vote on a resolution on which that Member is entitled to vote.

(vii) The chairperson of an Annual General Member Meeting called under Article 11.1 shall be entitled to a casting vote.

(viii) The instrument appointing a proxy to vote at an Annual General Member Meeting called under Article 11.1 of this Constitution shall confer authority to demand or join in demanding a poll and a demand by a Person as proxy for a Registered Member or Resource Member shall have the same effect as a demand by the Registered Member or Resource Member.

(ix) The demand for a poll may be withdrawn.

(x) Where a poll is duly demanded, it shall, subject to Article 11.7 above, be taken in such manner as the chairperson directs and the result of the poll shall be deemed to be the resolution of the General Meeting at which the poll is demanded.

(xi) A poll demanded on the election of a chairperson or on a question of adjournment, shall be taken immediately, on any other question, shall be taken at such time and place as the meeting directs and any business other than that on which a poll is demanded may be proceeded with pending the taking of the poll.

(xii) A registered member or a Resource member may exercise his right to vote at a General Meeting by casting a postal vote in accordance with the Fifth Schedule to the Act.

 

12.12 Proxies

(i) A Member may exercise the right to vote either by e-voting, by being present in person or by proxy;

(ii) A proxy for a Member may attend and be heard at an Annual General Members' Meeting as if the proxy were the Member;

(iii) A proxy shall be appointed by notice in writing signed by the Member and the notice shall state whether the appointment is for a particular Annual General Members' Meeting or a specified term;

(iv) No proxy shall be effective in relation to an Annual General Members' Meeting called under Article 11.1 of this Constitution unless a copy of the notice of appointment is produced before the start of the Meeting. Any power of attorney or other authority under which the proxy is signed or a notarial certified copy shall also be produced;

(v) A proxy form shall be sent with each notice sent to a Member;

(vi) The instrument appointing a proxy shall be in writing under the hand of the appointer or of his agent duly authorised in writing or in the case of a corporation under the hand of an officer or of an agent duly authorised or in the event of the introduction of the e-voting system, such electronically generated proxy document approved by the Board;

(vii) The instrument of appointing a proxy shall be in such form as may be determined by the Board from time to time or, in default of such determination, in the following form

I/we ................................. of .................. being members
of the above named company hereby appoint ..................………………… or failing
him/her,  ........………….......... of ...........................…….. as my/our proxy
to vote for me/us at the meeting of the company to be held on  ....................... 
and at any adjournment of the meeting. 


Signed this ................ day of ...........................……….

 

(viii) No member entitled to vote during an election held by the Company shall carry more than five (5) proxies during the said election; and

(ix) No Candidate to the election of Director of the Company shall act as proxy for any member during such an election.

 

12.13 Minutes

(i) The Board shall ensure that minutes are kept for all proceedings at all Annual General Members' Meetings.

(ii) Minutes that have been approved by chairperson of the Annual General Members' Meeting and verified by the Board are prima facie evidence of the proceedings.

(iii) Minutes of Annual General Members' meeting as well as Board meetings shall be kept in such accessible electronic formats as the members may decide, subject to such reasonable restrictions which the Company may impose with the approval of the Members' meeting.

 

12.14 Member proposals

(i) Each Member may nominate one individual who shall be eligible to be elected as a Director. Such nominations must be received by the Nomination Committee not less than three (3) weeks and not more than eight (8) weeks prior to an Annual General Members' Meeting called under Article 11.1 of this Constitution at which Directors will be elected.

Such nominations shall, subject to the Election Guidelines document, be approved by the Board, and, inter alia, contain the full name and address of the nominated person as well as a short description of the person, including the person's professional background, age, nationality, residential address and the region, which the person is proposed to represent.

(ii) A Member may give written notice to the Board of a matter which the Member proposes to raise for discussion or resolution at the next Annual General Member Meeting called under Article 11.1 of this Constitution at which the Member is entitled to vote

(iii) Where the notice is received by the Board not less than 28 days before the last day on which notice of the relevant Annual General Members' Meeting is required to be given by the Board, the Board shall, at the expense of the Company, give notice of the Member's proposal and the text of any proposed resolution to all members entitled to receive notice of the Meeting.

(iv) Where the notice is received by the Board not less than seven (7) days and not more than 28 days before the last day on which notice of the relevant Annual General Member Meeting is required to be given by the Board, the Board shall, at the expense of the Member, give notice of the Member's proposal and the text of any proposed resolution to all members entitled to receive notice of the said Meeting.

(v) Where the notice is received by the Board less than 7 days before the last day on which notice of the relevant Annual General Members' Meeting is required to be given by the Board, the Board may, where practicable, and at the expense of the Member, give notice of the Member's proposal and the text of any proposed resolution to all members entitled to receive notice of the said Meeting.

(vi) Where the Directors intend that members may vote on the proposal by proxy, they shall give the proposing Member the right to include in or with the notice given by the Board a statement of not more than 1,000 words prepared by the proposing Member in support of the proposal, together with the name and address of the proposing Member.

(vii) The Board shall not be required to include in or with the notice given by the Board a statement prepared by a Member which the Directors consider to be defamatory, frivolous, or vexatious.

(viii) Where the costs of giving notice of the Member's proposal and the text of any proposed resolution are required to be met by the proposing Member, the proposing Member shall, on giving notice to the Board, deposit with the Company or tender to the Company a sum sufficient to meet those costs.

(ix) Notwithstanding the other provisions of this Article, where a proposal is made by a Resource Member, the Board shall have discretion as to whether notice of such proposal should be given to members. Corporations may act by representative.

(x) A corporate body, which is a Member, may appoint a representative to attend an Annual General Members' Meeting on its behalf in the same manner as that in which it could appoint a proxy.

 

12.15 Other proceedings

(i) Unless otherwise expressly provided in this Constitution or otherwise mandatory as per the provisions of the Act, an Annual General Member Meeting called under Article 11.1 of this Constitution may regulate its own procedure.

 

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