[Community-Discuss] Accountability assessment - quorum

[Omo Oaiya]

On 29 Sep 2016 8:04 p.m., "Alan Barrett" <alan.barrett at afrinic.net> wrote:
>
>
> > 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.
>

I see some confusion here and it seems rooted in our interpretation of the
powers that the Mauritius companies act confers on registered members and
whether members of the community are shareholders.

I am also not a lawyer but it seems to me from my reading that the Act
supersedes what the byelaws.  If the Act only deals with the directors then
I wonder why we are having this discussion.

The current limitations on proxies were a consequence of the history I
referred to. Good to seek some legal clarification now and deal with this
properly.

-Omo
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