[Community-Discuss] Removal of a director

Alan Barrett alan.barrett at afrinic.net
Tue Dec 19 12:13:08 UTC 2017

> On 19 Dec 2017, at 11:12, Andrew Alston <Andrew.Alston at liquidtelecom.com> wrote:
> Alan,
> The problem here is this:
> The company cannot pick and choose at will which are which.

Again, I think it’s clear.  The Bylaws assign certain rights to Resource Members, Associate Members, and Registered Members.  The Companies Act assigns rights to members, and the “members” recognised by the Companies Act are the same as the “Registered Members” recognised by the Bylaws.

>  There are MANY rights which are – by the companies act – assigned to the resource members that would normally apply to the shareholders.  Yet this board seems to want to pick and choose which rights belong to them and which rights belong to the resource members at will and in the moment.

I think you are confused.  The Companies Act doesn’t recognise Resource Members at all; but it does provide for a company to have a Constitution.  The AFRINIC Constitution, also known as the Bylaws, assigns certain rights to Resource Members.

> By the companies act – it is the registered members who constitute an AGMM – it is the registered members who choose their directors – it is the registered members who agree the financials – it is the registered members and the registered members alone who have *ALL* the power – including the ability to change the constitution at will.

No, the company constitution itself can override some of those things.  For example, the Companies Act article 135(2) talks about how directors are apointed, and it says “unless the constitution provides otherwise”.  Well, the constitution *does* provide otherwise.

Let me stop here.

Alan Barrett

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