[Community-Discuss] Bylaws changes

[abel ELITCHA]

Dear Alan,
On item{6},
You propose two (2) consecutive terms and one term break. Nevertheless, the
community has proposed a one term  break after one term on office before
being eligible for re-election.

Also, if any change adopted to the terms in the bylaws, when will it take
effect? Will the current directors be affected?

One more point, did the consecutive terms include terms as alternate
Director or Full Director as described in the current Bylaws?

Thanks.
--Abel

Le 12 nov. 2016 6:44 AM, "Alan Barrett" <alan.barrett at afrinic.net> a écrit :

>
> > On 12 Nov 2016, at 00:18, Owen DeLong <owen at delong.com> wrote:
> > Item 4, I propose changing the text in 13.5 from:
> >
> > “13.5 Each of the following six sub-regions of Africa shall be
> represented by one director as indicated below:”
> > (which I think is incongruous with the new intent)
> >
> > to:
> >
> > “13.5 One director shall be chosen from each of the following six
> sub-regions of Africa:”
> >
> > There is probably an even better way to say this, but I think it is
> important to convey that the directors are
> > chosen to be from the sub-regions in question, but not chosen to
> represent their specific sub-region.
>
> I think I like that.  Thank you.  It removes the idea that Directors
> “represent” sub-regions, while remaining vague about whether they have to
> reside in the sub-region and what happens if they move.
>
> 13.5    [changed first sentence]        One Director shall be chosen from
> each of the following six sub-regions of Africa, as indicated below:
> (i) Northern Africa (seat 1);
> (ii) Western Africa (seat 2);
> (iii) Indian Ocean (seat 3);
> (iv) Central Africa (seat 4);
> (v) Southern Africa (seat 5); and
> (vi) Eastern Africa (seat 6).
>
> 13.6    [new article to be inserted]            Notwithstanding the
> regional criterion of elections of Directors for seats 1 to 6 (both
> inclusive) as specified in Article 13.4(i) and 13.5, all Directors so
> elected, shall exercise their powers in accordance with the Act and always
> act in good faith and solely in the best interests of the company.
>
> 13.7    [new number, with no change from previous text] Each Director
> elected under Articles 13.4(i) and 13.4(ii) of this Constitution shall hold
> office for a term of three years, which term of office shall expire on the
> date of the Annual General Members’ Meeting held on or around the third
> anniversary of the date of appointment of such Elected Director. Subject to
> Article [new number for what used to be 13.6], such Director shall be
> eligible for re-election on the expiry of his term of Office.
>
> > Notwithstanding my continued opposition to Item 6, I would suggest that
> rather than “such Director is not
> > eligible for re-election” perhaps the phrase “said person is ineligible
> to run for or hold any seat on the Board”
> > may be a better way to state the intent.
>
> Thnk you.  I like parts of that, but I think it prevents an ex-Director
> from becoming CEO (who also has a seat on the Board), so I restricted it to
> the elected seats.
>
> I now have the following text:
>
> [13.7 as new number for what used to be the second paragraph of 13.5]
> Each Director elected under Articles 13.4(i) and 13.4(ii) of this
> Constitution shall hold office for a term of three years, which term of
> office shall expire on the date of the Annual General Members’ Meeting held
> on or about the third anniversary of the date of appointment of such
> elected Director.  Subject to Article [13.8 or other new number for what
> used to be 13.6], and subject to the term limits in this Article, such
> Director shall be eligible for re-election on the expiry of his term of
> office.  No such Director shall serve more than two consecutive terms of
> office.  After a person completes two consecutive terms of office as such a
> Director, there shall be a three-year period during which such person is
> not eligible to be elected or appointed to any of the seats referred to in
> Articles 13.4(i) or 13.4(ii).
>
>
> Alan Barrett
>
>
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