[Community-Discuss] Accountability assessment - quorum

ALAIN AINA aalain at trstech.net
Mon Oct 3 08:35:20 UTC 2016

Hello Andrew,

I respect Afrinic Directors and follow good rules of conduct. So I will not return to the disparaging  words used in your response to me.

Let me put this in a few points here again:

1-  I never said to not follow or comply with Law

2-  I called for clear understanding between an Act provision applying to “registered members” and  not to “resources members”.

2- AFRINIC has always followed the Act, laws, but also accommodates its community oversight.

The limit at “5” of the number of proxy is lawful when applied to “registered members”. How ?

Quorum at Members general meeting is set as follow:


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.

So  five (5) registered members in person are required.

With nine (9) registered members in total and a quorum requirement of  five (5) members in person how many proxies can a registered member carry to a valid AGMM ?

The limit to “5” means “no limit for the registered members” and that complies to the act.

Hope this helps


> On Oct 2, 2016, at 12:26 PM, Andrew Alston <Andrew.Alston at liquidtelecom.com> wrote:
> Mirriam,
> I was speaking in my personal capacity – firstly - and I stand by my right to do that.
> Secondly – What was the point?  Let me tell you a story – In Djibouti there was an attempt to block several proxies using an argument of company stamps.  That argument went on for many days – it was eventually invalidated – because it was determined that it would disenfranchise the members who had no company stamps and was invalid.  However, it was a direct attempt to stop certain things through the change of the rules (well, that is my impression).
> I take serious issue with this statement specifically:
> One would expect the debate to stay at the community level and not involve the Act. The community to discuss and agree on how to manage this issue.
> You cannot ignore the act – I am not a lawyer – my reading of the act is in laymans terms – and there are many lawyers that can contradict what I’m saying and I’m ok with that.  I was NOT arguing from the perspective of proxies here – look at the holistic essence of my email – the only place I referenced proxies was as a specific example of how the companies act can restrict the bylaws from overriding it.
> What I was saying is that leaving the act out of an argument about the bylaws doesn’t make sense and is – in my view – irresponsible.  The act is supreme and overriding, and ignoring it can have serious consequences.
> I stand by the position that ignoring the law is dangerous.
> Andrew
> From: Mirriam <mirriamlauren at yahoo.com>
> Reply-To: Mirriam <mirriamlauren at yahoo.com>
> Date: Sunday, 2 October 2016 at 10:36
> To: Andrew Alston <Andrew.Alston at liquidtelecom.com>
> Cc: General Discussions of AFRINIC <community-discuss at afrinic.net>
> Subject: Re: [Community-Discuss] Accountability assessment - quorum
> On 1 Oct 2016 19:07, "Andrew Alston" <Andrew.Alston at liquidtelecom.com> wrote:
> >
> > Alain,
> >
> > Quite frankly – I think what you have said here is, at best, extremely naive and at worst incredibly irresponsible.
> >
> > 
> Hi Andrew,
> You need to calm down. No one here is naive or irresponsible so mind how you respond to others and have some respect else Afrinic code of conduct comes into play and i hope the CEO and Chair will caution you.
> In fact your message is full of exaggeration. What exactly is your point considering following this discussion you seem to have jumped arguments from company bylaws to company act?
> Everyone herein is well aware that our " Afrinic is a private company registered in Mauritius with a Community Oversight through its Bylaws and remains a community/resource members driven organisation" otherwise we would not all be here deliberating on how to improve the organisation.
> You are one of the directors elected to the board to respresent the very resource members who elected you and as such you are answerable to us just as all the other directors who the membership sends to the board.
> So what exactly is your point with that long email as what was being discussed was plain simple proxy limits?
> Mirriam
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> Community-Discuss at afrinic.net
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