[Community-Discuss] Accountability assessment - quorum
alan.barrett at afrinic.net
Thu Sep 29 19:03:36 UTC 2016
> On 29 Sep 2016, at 22:48, Andrew Alston <Andrew.Alston at liquidtelecom.com> wrote:
> The problem here and this is where it gets murky, by precedent and by what has always been communicated to the members, we effectively treat the members as shareholders. There are numerous instances where this has been stated both on the floor at AGMM’s and in emails. I would need to find specific examples, but I believe such has even been stated by council.
I have always tried to be clear on the difference. What the Act calls “Members” or “Shareholders” corresponds, in my view, to what AFRINIC calls “Registered Members”.
We do treat Resource Members a lot like shareholders, in many ways that are listed in the Bylaws (mostly in section 7.6), but in cases where the Act gives some rights or responsibilities to shareholders or members, and the Bylaws are silent on the issue, then I believe that only Registered Members are affected by the Act.
> Now – this may or may not hold legal ground – I am no lawyer and don’t claim to be – but perhaps this opens a wider question – do we consider members to have the same rights as shareholders under the act. If so, we should probably enshrine this in the bylaws – if not – we should probably have something that clearly delineates the differences.
I am also not a lawyer. I worry about unintended consequences of explicitly giving Resource Members all the powers of shareholders, and would want carefully considered legal advice before we do anything like that.
> Again – if members are considered in terms of the bylaws as shareholders – the proxy limitation becomes invalid under that interpretation.
I see some support for removing the proxy limitation.
> If we do not consider them as such in terms of the bylaws – it creates another problem – there are various parts of the companies that are very explicit in the rights that are assigned *only* to shareholders – and at that point we have to be consistent in our approach. We can’t pick and choose here.
My belief is that we have been consistent: the rights assigned by the Act to shareholders apply only to Registered Members, unless the Bylaws also assign those rights to other categories of members.
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