[Community-Discuss] Removal of a director

[Ali Hussein]

All

Not sure why we are going round and round on this. Here are simple facts on Directors and shareholders/members.

1. Director’s have a fiduciary responsibility to act on behalf and in the interest of shareholders/members within the confines of the law and the memorandum and articles of association.

2. Directors can also be shareholders but in the interest of the general public and minority shareholders. There also needs to be independent directors who will act solely in the interest of the organization sometimes even disregarding the interests of shareholders especially when shareholders demand actions which may contravene the law. 

3. In a situation where the Company is limited by guarantee the directors are deemed to act in the interest of the general public or members. At no time whatsoever does this situation mean that the directors are ‘owners’ of the company. 

 Regards 

Ali Hussein
Principal
Hussein & Associates
+254 0713 601113 

Twitter: @AliHKassim
Skype: abu-jomo
LinkedIn: http://ke.linkedin.com/in/alihkassim

"We are what we repeatedly do. Excellence, therefore, is not an act but a habit."  ~ Aristotle


Sent from my iPad

> On 19 Dec 2017, at 1:19 PM, Sander Steffann <sander at steffann.nl> wrote:
> 
> Hi,
> 
>> 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.
> 
> Cheers!
> Sander
> 
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