[Community-Discuss] Limit on the number of proxies

Alan Barrett alan.barrett at afrinic.net
Sat Nov 12 11:04:01 UTC 2016

[I changed the subject to match the discussion]

> On 12 Nov 2016, at 10:17, Marcus K. G. Adomey <madomey at hotmail.com> wrote:
> On 11/11/2016 15:47, Marcus K. G. Adomey wrote:
>> Dear Chairman and CEO of AfriNIC,
>> The discussion on accountability on this list led to the issue of the illegality of AfriNIC. At this stage of the affairs of AfriNIC, we are about to adopt changes to the bylaws. My question is:
>> Has the issue of AfriNIC illegality been addressed before proceeding with the discussion on the bylaw? 
>> Have I missed a something? If so forgive me.
> Kindly read https://lists.afrinic.net/pipermail/community-discuss/2016-October/000863.html

That message is about a possible conflict between the limit of no more than 5 proxies specified in the Bylaws article 12.12(viii), and the Companies Act.

I have heard several different legal opinions on this, both first hand and indirectly.  My current opinion, which is subject to change if I hear additional legal arguments, is that:

* Associate Members may not vote, so proxies are irrelevant to them.

* Proxy limits, if any, apply only to elections, not to votes on resolutions.

* The limit in the Bylaws article 12.12(viii) does not apply to proxies issued by Registered Members, but does apply to proxies issued by Resource Members.

* Although the limit in the Bylaws section 12.12(viii) is phrased in terms of proxies carried by a “member entitled to vote”, the limit applies equally to proxies carried by an individual person who is not a member.

In other words, the limit applies to proxies that are used during elections, and that are issued by Resource Members, and that are carried either by other members or by individual people who are not members.  The limit does not apply to proxies that are issued by Registered Members. The limit does not apply to proxies used during votes that are not elections.

Again, the above is my current understanding of the situation, but it is subject to change if I receive additional legal opinions.

Alan Barrett

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