[AFRINIC-announce] Board decision on form of proxies at AGMM

[Alan Barrett]

Dear AFRINIC Members,

The AGMM in Tunis on Thursday 4 June 2015 will include an election for 
Board members and several Special Resolutions.

In terms of the Bylaws section 12.12, Members may appoint proxies to vote 
on their behalf.

Proxies may be generated using the electronic voting system, or in 
writing.  The Board has passed two resolutions regarding the form of such 
proxies.  The text of the resolutions is appended to this message.

Proxies that are generated using the electronic voting system are much 
easier for the election committee to deal with, so members are requested 
to use such proxies if posible.

The electronic voting system has been enhanced to allow proxies for the 
election, and proxies for resolutions, to be issued separately.  The rule 
about no more than 5 proxiesper person applies to elections but not to 
resolutions.

Proxies that are in writing, and not generated by the electronic voting 
system, must satisfy the requirements in the Board resolutions below.  In 
summary, the Board requires that such proxies:

      * MUST be on letterhead paper (except where the Member
        is a natural person who does not have a letterhead);

      * MUST be signed by the registered administrative contact,
        or by a Director of the company (and the Director's
        name MUST be printed on the letterhead);

      * MUST use the wording in the Board resloution, which is
        identical to the wording in the Bylaws section 12.12(vii);

      * MAY include a note saying whether the proxy is valid for
        the election, or resolutions, or both;

In some previous years, there was a requirement for a company stamp to be 
used on proxy forms.  Some organisations do not have such stamps, so that 
requirement has been removed.

Web pages that explain the new procedures are not yet ready, but will be 
published soon.

Alan Barrett
CEO, AFRINIC

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Motion on electronic proxies:

Considering that

(a) Article 12.12(x) allows electronically generated proxy instruments,
in a format determined by the Board

(b) The e-voting system records all such proxy instruments generated

(c) There is the need to clarify whether proxy instruments are to be
used for voting in elections only or for the passing of special
resolutions only, or for both exercises

(d) The e-voting platform allows multiple proxy instruments to be
generated for distinct purposes

The Board has resolved that proxy instruments generated by the e-voting 
system shall be valid for

(a) voting in specific AFRINIC elections

(b) voting of special or ordinary resolutions

(c) any other voting exercise, indicated by the Member, in the proxy
instrument

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Motion on paper proxy instruments:

Considering that

(a) Article 12.12(vii) of the bylaws gives the Board the right to
determine the format of the proxy instrument to be used during
AFRINIC's AGMM

(b) Previous guidelines regulating the use of paper proxy instruments
required members to affix their company seal for the purpose of
authentication

(c) AFRINIC has received representations to the effect that some
Members may not have company seals

(d) There is now the need to clarify whether the paper proxy
instruments are to be used for elections, or for voting of Special and
Ordinary resolutions or for both exercises

The Board has resolved that paper proxy instruments shall be
recognized as valid if

(a) The proxy instrument is printed on the official and actual
letterhead of the Member.

(b) The paper document embodying the proxy instrument is duly signed by

(i) Either a registered administrative contact of the Member.
(For the avoidance of doubt, AFRINIC's database shall be used for counter
verification), or

(ii) A director of the company, on whose letterhead the paper proxy
document has been printed, and whose name is listed on the said
letterhead.

(c) The affixing of Company seals to the paper proxy instruments is not
mandatory.

(d) Members who are natural person and who do not have a letterhead
are exempted from the obligation of printing the proxy instrument on a
letterhead.

(e) Members appointing a proxy may, at their discretion, include on the
proxy instrument a note as to whether same shall be used for voting in
elections only, or for voting of resolutions only or for both
exercises.

(f) Where no such note is included, the proxy instrument shall be valid
for all business conducted at the AGMM.

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