[Community-Discuss] [rpd] Removal of a director

[Dewole Ajao]

Hi Badru Ntege, 

Your submission in the email below (regarded as disrespectful disagreement) are against the spirit of our discussions here and within the AFRINIC community as a whole. 
As a reminder, the code of conduct can be viewed at [ https://www.afrinic.net/community/code-of-conduct | https://www.afrinic.net/community/code-of-conduct ] 

Please withdraw that statement. In addition, your email account will be moderated on the rpd list for a period of two weeks. During the period for which your posts are moderated, someone will have to look at them to ensure they are acceptable before the posts are released to the mailing list. 

Regards, 
PDWG Co-Chairs. 


From: "Badru Ntege" <badru.ntege at nftconsult.com> 
To: "Sander Steffann" <sander at steffann.nl> 
Cc: "General Discussions of AFRINIC" <community-discuss at afrinic.net>, "rpd" <rpd at afrinic.net> 
Sent: Tuesday, December 19, 2017 5:54:43 AM 
Subject: Re: [Community-Discuss] [rpd] Removal of a director 

Boubaker 

I can surmise it in one word “hogwash” 

Regards. 

Sent from my iPhone 

On 18 Dec 2017, at 18:18, Sander Steffann < [ mailto:sander at steffann.nl | sander at steffann.nl ] > wrote: 




Hi Boubakar, 


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Can someone summarize this for us? I anticipate that it will be very much appreciated. 



Sure! In fact, Andrew already anticipated most of that in his email: 


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The summary though is as follows: 

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– YES the members can remove a director – the process would be as follows: 

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• Utilizing clause 7.6.viii of the bylaws invoke an SGMM – for the purposes of passing a special resolution to amend the bylaws to allow the community to remove a director – and please note – that special resolution could set the required voting percentage to remove said director at whatever they liked – there is now low watermark – it is subject to whatever is in the constitution (as per section 138.2 of the companies act) 

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• Once (a) was completed – call a second SGMM – for the express purpose of the removal of one or more directors – send out the notice of said meeting with the required 14 day notice period - and then pass a resolution as permitted by the process performed in (a) 

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Many of the details depend on whether legally Resource Members are seen as shareholders of Afrinic, or if only the 9 Registered Members (= the board) are considered as such. It is a question that I honestly have no answer to, and although Andrew expressed his opinion, he does note that he is not a lawyer and would like independent legal counsel on the matter. 

Cheers, 
Sander 


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