AFRINIC Bylaws

 

19 PROCEEDINGS OF DIRECTORS

19.1 Chairperson and Deputy Chairperson – The Directors shall elect from one of their member a Chairperson and a deputy or vice Chairperson.

(i) 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 (15) minutes after the time appointed for holding the same, the Directors present may choose one of their members to be chairperson of the meeting.

 

19.2 Notice of Board Meeting – 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 (14) 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.

(i) A notice of a meeting of the Board shall be sent to the Chief Executive Officer, every 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.

(ii) 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.

 

19.3 Methods of holding Board Meetings - A meeting of the Board may be held:

(i) by a number of the Directors who constitute a quorum as provided for in Article 19.6, 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.

 

19.4 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.

 

19.5 Every Director shall be entitled to attend each Board meeting.

 

19.6 Quorum - A quorum for a meeting of the Board shall be the majority of Directors, which shall be not less than five (5) Directors.

(i) 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.

 

19.7 Voting - Every Director shall have one vote. The chairperson shall not have a casting vote.

 

19.8 A resolution of the Board is passed if a majority of the votes cast on it, by eligible Board Members, is in favour of the resolution.

 

19.9 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/she expressly dissents from or votes against the resolution at the meeting.

 

19.10 Minutes - The Board shall ensure that minutes are kept of all proceedings at meetings of the Board.

 

19.11 Any such minutes shall be approved by the Board at its next succeeding meeting where a majority of directors so decide pursuant to a simple resolution.

 

19.12 Resolutions in writing - A resolution in writing, signed or assented to by two-thirds of all 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.

(i) 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.

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

 

19.13 Other proceedings - Except as provided herein, the Board may regulate its own procedures.

 

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