[Community-Discuss] How to add Board suspension and removal procedure by members in AfriNIC’s Bylaws

[wafa DAHMANI]

Dear Mr Jean-Robert Hountomey, 

The governance Committee received your request on 'How to add Board suspension and removal procedure by members in AfriNIC’s Bylaws' Thursday, 22 March 2018 on the community-discuss mailing list. 

AFRINIC does not have a procedure for members to remove directors. However, the Governance Committee, as part of its work has made a review of Afrinic bylaws and the resolutions proposed by the board in Mauritius during AFRINIC-25 meeting. 

The Governance Committee will be advising the community on a number resolutions which will include recommendation for the removal of board directors by AFRINIC members. 

Warm Regards, 

The Governance Committee 



De: "Hountomey Jean Robert" <jrhountomey at gmail.com> 
À: community-discuss at afrinic.net 
Envoyé: Jeudi 22 Mars 2018 20:20:31 
Objet: [Community-Discuss] How to add Board suspension and removal procedure by members in AfriNIC’s Bylaws 



March 22, 2018 

Governance Committee 

African Network Information centre 

(AFRINIC) 

11th Floor, Standard Chartered Tower 

19, Cybercity Ebène 

Republic of Mauritius 



Attention: Wafa Dahmani, Chair of the Governance Committee 

Attention: Alan Barret, Chief Executive Officer 

Attention: Chairman of the Board 



Dear Members of the AfriNIC Governance Committee; 



Subject: How to add Board suspension and removal procedure by members in AfriNIC’s Bylaws 



Understanding your role to advise “the AFRINIC Board, AFRINIC Membership, and the community, on matters of governance” as described in section 1. Purpose of the AFRINIC Governance Committee Terms of Reference (1); 

Considering that you conducted previously a bylaws review (2) as announced in a letter to the community (3); 

Acknowledging the content of the Governance Committee Guidelines Sections B.E (4); 

After reading AfriNIC bylaws Section 13: Appointment of Directors, Section 14: Removal of Directors (5) and the Companies Act 2001 of Mauritius as amended from time to time; and its Section 139 as cited in the Bylaws but also its section 138; 

Taking into consideration that other RIRs; RIPE NCC (6) Article 9, and ARIN (7) Article IV have a process for removal / suspension from Office by the General Meeting for the former or the General Members by the latter; 

Understanding a Board’s fundamental, legal responsibility to provide oversight and accountability for an organization, and being grateful to AfriNIC’s Board, I would like to ask the following questions: 

1. Do we have a procedure at AfriNIC for members to remove a Director (Board) with or without cause since Directors are appointed by members? 

2. If yes, what is the procedure, if no how can such a procedure be implemented? 

3. How can the Power of Members as described in Section 7 of the Bylaws be extended to remove a Board Member? 

4. What changes in the Bylaws such a procedure will require? 

5. If introduced when can it be effective? 

Hoping that you share our enthusiasm of providing AfriNIC with effective corporate governance framework, I look forward to a prompt reply. 

Sincerely yours, 

Jean-Robert Hountomey, 

References. 

(1). https://afrinic.net/en/about/governance-committee/1891-afrinic-governance-committee-terms-of-reference 

(2). https://afrinic.net/images/20170216-Minutes_GovCom.pdf 

(3). https://afrinic.net/images/20170523-GovCom-Letter.pdf 

(4). https://afrinic.net/en/about/governance-committee/governance-committee-documents/2245-governance-committe-guidelines 

(5). https://afrinic.net/images/AFRINIC_Constitution_2016.pdf 

(6). https://www.ripe.net/publications/docs/ripe-602 

(7). https://www.arin.net/about_us/corp_docs/bylaws.html 





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