[Community-Discuss] Removal of a director

Sander Steffann sander at steffann.nl
Tue Dec 19 10:19:15 UTC 2017


> Op 19 dec. 2017, om 10:53 heeft Alan Barrett <alan.barrett at afrinic.net> het volgende geschreven:
> [removing cross-posting; this is off-topic for rpd]

Thanks, I only noticed I included rpd after I sent the message. My apologies, I should have checked that.

>> On 18 Dec 2017, at 16:15, Sander Steffann <sander at steffann.nl> wrote:
>> 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.
> I think it’s pretty clear.  AFRINIC is registered in terms of the Companies Act of Mauritius <http://attorneygeneral.govmu.org/English/Documents/A-Z%20Acts/C/Page%202/COMPANIES%20ACT.pdf> as a company limited by guarantee.  Such companies do not exactly have shareholders, they have members.  The nine Directors are registered as members of the company.

(paraphrasing to make sure I get it correctly)

So then it's only the Directors that have power in the legal sense over AFRINIC, and they have freely committed (through bylaws) to follow the wishes of the community and resource holders. But in any sense of the Mauritian companies act the Directors are the only ones that count as Members of the company with voting rights etc.

Thank you for answering, it helps me with understanding the context of what is happening in AFRINIC.


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