[Community-Discuss] More meeting questions

[Andrew Alston]

A few more notes about the contestation of the notice of meeting.

I want to talk to the issue of precedent - because I have a fear that some may attempt to argue - without legal basis - that there is precedent found in the fact that the notice of meeting in the past did not contain similar information and the meeting went ahead.

To address this - I wish to bring the communities attention to article 12.3 of the bylaws:

12.3 Any irregularity in a notice of an Annual General Member Meeting shall be waived where all the members entitled to attend and vote at the Annual General Members' Meeting attend the said Meeting without protest as to the irregularity, or where all members agree to the waiver.

The critical part of this is that up until now no member entitled to attend and vote have protested the irregularity - therefore - past meetings were entirely valid.  However, that is no longer the case - as a member - I am entitled to attend the meeting - and I am formally protesting the irregularities in the notice of meeting - as such - the issue of precedent is a moot point.

I also need to bring the communities attention to the fact that this action is not without precedent in the internet community.  A very similar situation occurred with a late notice of meeting with the AMS-IX exchange in around 2004 or 2005 I believe - and the board of AMS-IX did withdraw the meeting notice and reschedule - as they were legally required to do.

The records of this should still be on the AMS-IX mailing lists for those of you who are members of AMS-IX.

Thanks

Andrew



From: Andrew Alston [mailto:Andrew.Alston at liquidtelecom.com]
Sent: 05 May 2018 20:42
To: AFRINIC Board of Directors' List <Board at afrinic.net>; members-discuss at afrinic.net; community-discuss at afrinic.net
Subject: Re: [Community-Discuss] More meeting questions

Just to point out - that because clause 12.2.(d) explicitly refers to members - the argument as regards registered members and waiver is actually mute - because of the lack of information and the requirements for a valid meeting notice not being met - a waiver is required from *every* member - or in the alternative - every member participating in the meeting (and that includes online participation) without any protest as to the notice of meeting being invalid

Effectively - the board requires a unanimous resolution from the floor that includes online participants in the meeting that waives the flaws in the notice of meeting - not a majority - not a super majority - unanimous

Andrew


From: Andrew Alston
Sent: 05 May 2018 17:52
To: AFRINIC Board of Directors' List <Board at afrinic.net<mailto:Board at afrinic.net>>; members-discuss at afrinic.net<mailto:members-discuss at afrinic.net>; community-discuss at afrinic.net<mailto:community-discuss at afrinic.net>
Subject: More meeting questions

Dear Board of Directors.

The fifth schedule of the companies act, section 2, sub-paragraph (b)(i) states:

(b) The notice shall state -
(i) the nature of the business to be transacted at the meeting in sufficient detail to enable a shareholder to form a reasoned judgment in relation to it; and

It further goes on to state in section 2(f) that clause 2(b) stand irrespective of the bylaws or constitution of the company.

The notice distributed for this meeting does not contain sufficient detail for any member to make reasoned judgement - there is:


  1.  No Audit report as supplied by the Audit Committee attached
  2.  There is no detail as regards the appointment of the auditor
  3.  The proposed fee structure as detailed in referenced in section 5.4 of the meeting notice contains no detail
  4.  The proposed budget was not distributed by the meeting notice (as referenced by section 5.3 of the meeting agenda)
  5.  There is nomcom report attached the meeting agenda

As such - this notice of meeting is invalid as per the companies act and as per section 12.2.(d) of the companies bylaws.

As such - you require the waiver of every participating member to continue with this meeting - anything else - and the meeting is simply not valid.  Unless of course the board wishes to play the registered members card and once again prove to this membership base that they are not considered full members of this organisation as has been the claim for years.  If this board wishes to make this claim - please state so explicitly - if not - please inform this community as to how you will go about seeking the waiver as is required by the companies act.

Thanks

Andrew

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