[Community-Discuss] Accountability assessment - quorum

Mark Elkins mje at posix.co.za
Fri Sep 30 13:18:43 UTC 2016

This is the "Elephant".

Interestingly, the proxies I carried to Cairo were from multiple African
countries and not just from Southern or South Africa.
Anyway - that was 7+ years ago now, water under the bridge.

I do feel (and generally agree) though that the proxy limit should be
completely removed. It will probably give truer reflections of who's
playing what games...

I also like proxies that optionally provide instructions to the holder.

On 30/09/2016 13:27, Ashok Radhakissoon wrote:
> Dear Alan,
> I am only replying to you on this as I advise the Board only.It is only
> during an AGMM, when called upon, that i intervene.
> You are right in stating that the Company's Act takes precedence over
> the bylaws.
> I recall that after the Cairo election, the Community felt that bringing
> a substantial number of proxies especially from a particular region
> where AFRINIC membership was dense could not from a "community "
> perspective give the best representation for the Africa regions.This is
> why the limitation of the number of proxies was introduced and voted by
> the community.
> This provision of the bylaws would in no way withstand legal challenge
> as suggested by Andrew.
> Regards
> Ashok.
> On 29/09/2016 22:29, Alan Barrett wrote:
>>> On 29 Sep 2016, at 22:09, Andrew Alston
>>> <Andrew.Alston at liquidtelecom.com> wrote:
>>> 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.
>> What the Mauritius Companies Act refers to as Members corresponds to
>> what the AFRINIC Bylaws refer to as Registered Members.
>>> 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?
>> I am not a lawyer, but I would assume that the Companies Act may
>> override the Bylaws on matters relating to Directors and Registered
>> Members, but not on matters relating to Resource Members (which is an
>> AFRINIC construct that is not reflected in the Companies Act).
>> Alan Barrett
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Mark James ELKINS  -  Posix Systems - (South) Africa
mje at posix.co.za       Tel: +27.128070590  Cell: +27.826010496
For fast, reliable, low cost Internet in ZA: https://ftth.posix.co.za

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