[Community-Discuss] [members-discuss] ATTENDANCE & PARTICIPATION AT THE ANNUAL GENERAL MEMBERS’ MEETING (AGMM)

[Andrew Alston]

Why is there a restriction on multiple members from the same organization attending online - as stated we understand the physical restrictions - but the online restriction does not make sense.

If you look closely at the clauses you specify - it refers to a corporate body - a corporate body is typically made of multiple individuals. Yes they may choose to be represented by one - but the corporate body itself may also be multiple individuals

Andrew

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From: AFRINIC Communication <comms at afrinic.net>
Sent: Wednesday, June 1, 2022 8:58:19 PM
To: Ish Sookun <ish.sookun at lasentinelle.mu>
Cc: AFRINIC Community Discuss <community-discuss at afrinic.net>; legal at afrinic.net <legal at afrinic.net>; members-discuss at afrinic.net <members-discuss at afrinic.net>
Subject: Re: [members-discuss] ATTENDANCE & PARTICIPATION AT THE ANNUAL GENERAL MEMBERS’ MEETING (AGMM)


Dear Mr. Sookun,

We refer to your query with regards to corporations being represented by representative.

As you are aware, AFRINIC's Resource Members are legal entities (i.e. companies) which can only act through their respective representative(s).

In regard to article 12.14(9), you will note that same reads as follows:

"Notwithstanding the other provisions of this Article, where a proposal is made by a Resource Member, the Board shall have discretion as to whether notice of such proposal should be given to members. Corporations may act by representative. A corporate body, which is a Member, may appoint "A" representative to attend an Annual General Members’ Meeting on its behalf in the same manner as that in which it could appoint a proxy."

In this respect, whilst a resource-member may have multiple contacts, it is allowed to select a representative of its choice to attend the AFRINIC's AGMM.

As for your questions - Do the Bylaws prevent in any way, for a Resource Member to be represented by ONE “group” of two persons? The two persons being ONE representative of the Resource Member? Kindly be informed that these questions do not arise for the simple reason that article 12.14(9) is clear and explicit. The bylaws is a legal document and is also an agreement between AFRINIC and its members, as well as an agreement amongst the members themselves. As such, we cannot unfortunately add or import words not forming part of the bylaws, and the bylaws must be applied as is, unless and until the provision in question is amended.

Therefore, where a company has delegated for example two persons to attend the AGMM, only one of them will be admitted to the main AGMM Room (subject to covid-19 sanitary restriction - i.e. 50 pax) and the other person will again, subject to covid-19 sanitary restriction, be admitted to the secondary room where the latter will be able to follow the proceedings as an 'observer only.

You will appreciate that AFRINIC has a member-base of approximately 2,000 resource-members and it would be wholly unfair to allow any one resource-member to be represented by a group of persons thus depriving other eligible resource-members from also ensuring attendance and effectively participate at an AGMM.

We hope you have been enlightened by the above. In case you still need further clarification, please do inform us and we shall arrange a meeting with our Legal Officer who will assist accordingly.

Regards,

AFRINIC Communications


On 1 Jun 2022, at 19:18, Ish Sookun <ish.sookun at lasentinelle.mu<mailto:ish.sookun at lasentinelle.mu>> wrote:

Dear AFRINIC Legal,


On 31 May 2022, at 16:23, legal at afrinic.net<mailto:legal at afrinic.net> wrote:

5.1  You may access the AGMM 2022 online platform via the following url https://ais.conf.meetecho.com/conference/?group=agmm<https://protect-za.mimecast.com/s/2QqSCqj5pKCJB5RhXVz3p>. You will receive a special token by Wednesday, 01 June 2022, that will enable you to log onto the online platform and participate in the AGMM 2022. You are further informed that since a corporation may be represented by ONE representative at the AGMM, once a representative of a Resource Member has accessed the AGMM platform, no-other will be able to access the same using the same token. All other interested persons may, however, follow the AGMM proceedings through AFRINIC’s youtube channel.

I read Article 12.14(9) of the AFRINIC Bylaws. It says that corporations may act by representative. In the above you say ONE representative. Nowhere in the Bylaws or the Companies Act 2001 of Mauritius, the word “representative” is defined as being ONE “person”.

Can you please help me understand this? Do the Bylaws prevent in any way, for a Resource Member to be represented by ONE “group” of two persons? The two persons being ONE representative of the Resource Member?

Regards,

———

Ish Sookun

Systems Architect @ La Sentinelle Ltd
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