[Community-Discuss] Accountability assessment - quorum

[Andrew Alston]

I am also far from convinced that the limitation on proxies would stand up to legal scrutiny and I would like to hear informed legal opinion on this.

The fifth schedule of the companies act – clause 6, makes specific references to proxies – and is explicit that any member may appoint anyone as a proxy.

It also has a very specific clause in the companies act that states that the entirety of clause 6 applies “not withstanding any provision in any constitution adopted by the company.”  The only exception to this is clause 6 (d)(v) which makes reference to the format of the actual proxy.

My reading of this – and again, I would like to hear informed legal opinion, is that limitations on the proxy instruments that could impact on anyone appointing a proxy of their choice would be out of line with the companies act – and hence the limitation in our bylaws is illegal and cannot be enforced – since it is overridden by the act – which reigns supreme.

Can any lawyers on this list please comment on the above?

Thanks

Andrew



On 29/09/2016, 20:38, "Alan Barrett" <alan.barrett at afrinic.net> wrote:

    
    > On 29 Sep 2016, at 21:22, Badru Ntege <badru.ntege at nftconsult.com> wrote:
    >> On 29 Sep 2016, at 5:30 PM, Andrew Alston <Andrew.Alston at liquidtelecom.com> wrote:
    >> 
    >> Correct – I think what Alan meant here (and he can correct me if I am wrong) is that the limitation does not apply to special resolution voting for example.
    
    My main point was that the proxy limit does not apply to determining quorum or to voting on resolutions; only to voting in elections.  However, I was also under the mistaken impression that the limit came from the election guidelines, whereas it actually comes from the bylaws.
    
    > If we thought it important enough to enshrine in the bye laws we should extend it to all voting processes.
    
    If we have proxy limits at all, then I think that they should be applied equally to all relevant situations (determining quorum, and any vote my Members).
    
    However, I am not convinced that there should be any limit.
    
    Alan Barrett
    
    
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