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

Wed Jun 8 04:19:04 UTC 2022

In regards to the below thread - let me point out that at the agmm - the entire board was on stage.

When questions were asked of the board - they were deferred to the individual best positioned to answer them (or best positioned to avoid answering them - take your pick)

Effectively - the board had 9 "representatives" on the stage - and the chairs of finco and auditco etc dealt with different aspects.

A similar situation can and should exist with members - a member may have different people who are separately qualified to ask questions about specific knowledge domains. This is especially important considering that some questions may require clarification after being asked - as an example please see the clarifications requested of me by the chair of I believe the auditco in the meeting. This can someone require specialized knowledge to provide those clarifications - hence an organization needing multiple representatives in the same way the board needs multiple people on stage.

Andrew

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________________________________
From: Owen DeLong via Community-Discuss <community-discuss at afrinic.net>
Sent: Wednesday, June 8, 2022 1:28:19 AM
To: Sylvain Baya <abscoco at gmail.com>
Cc: General Discussions of AFRINIC <community-discuss at afrinic.net>
Subject: Re: [Community-Discuss] ATTENDANCE & PARTICIPATION AT THE ANNUAL GENERAL MEMBERS’ MEETING (AGMM)

Since section 12.12 of the bylaws is silent on the issue of whether a proxy is required to be a natural person, then yes, in theory, a body could be a valid proxy. Still any such body would only be entitled to one vote on any matter for which said proxy was appointed, so it would still require that proxy to effectively speak with one voice regardless of the number of natural persons comprising said proxy.

Q1: A RM can appoint one proxy, regardless of the number of natural persons comprising said proxy.

Q2: No, a RM cannot have a group of proxies, but they could appoint an entity consisting of multiple natural persons as a proxy as I read the bylaws.

Q3: One proxy. There is no apparent limit to the number of natural persons who may comprise the entity appointed as proxy, however.

Q4: Section 12.12 of the bylaws governs the appointment of proxies. It does not preclude the appointment of an entity consisting of multiple natural persons as a proxy.

Owen

On Jun 7, 2022, at 12:51 , Sylvain Baya <abscoco at gmail.com<mailto:abscoco at gmail.com>> wrote:

Dear PDWG,
Hope this email finds you in good health!

Please see my comments below, inline...

Le mardi 7 juin 2022, Owen DeLong <owen at delong.com<mailto:owen at delong.com>> a écrit :
IMHO, the term “a representative” could refer to either a natural person representing a corporation, or a group of natural persons as a representative body.

Hi Owen,
Thanks for your email, brother!
Please add the comparison effect, before jumping
 to a conclusion :-)

Given that in such ambiguities, it is generally taken to be the most liberal possible interpretation within reason, I would say the a group of natural persons as a representative body is valid in this context.

Again! i couldn't agree more, due to the presence
of the other part of that very sentence; you seem
to neglect :-/

...as the comparison is obvious, let me ask you to
answer, first, few simple questions:

Q1| How many proxies a resource member (RM)
can designate?

Q2| Is it possible that RM has *a* group of proxies?

Q3| if the answer of Q2| is yes, then; what is the
max number of proxies for such a group of?

Q4| i understand it's not sufficient to a resource
member to being represented by only one person,
then; which provision in both the AfriNIC's Bylaws
and/or the MU's Company Act (2001) allow it to
be more than only one's personal expectation?

Hope this clarifies something!

Shalom,
--sb.

Owen

On Jun 2, 2022, at 11:09 , Sylvain Baya <abscoco at gmail.com<mailto:abscoco at gmail.com>> wrote:

{remove members-discuss at afrinic.net<mailto:members-discuss at afrinic.net>}
Dear AfriNIC's Community,

Hope this email finds you in good health!

Thanks to find my comments below, inline...

Le jeudi 2 juin 2022, Owen DeLong via Community-Discuss <community-discuss at afrinic.net<mailto:community-discuss at afrinic.net>> a écrit :

On Jun 1, 2022, at 12:25 , Noah <noah at neo.co.tz<mailto:noah at neo.co.tz>> wrote:

On Wed, 1 Jun 2022, 22:51 Ish Sookun, <ish.sookun at lasentinelle.mu<mailto:ish.sookun at lasentinelle.mu>> wrote:
Hi Noah,

On 1 Jun 2022, at 22:22, Noah <noah at neo.co.tz<mailto:noah at neo.co.tz>> wrote:

Part of the above sentence reads ...

appoint "A" representative….

I understand the “A” and the second word is “representative”. A representative can be a person or a group of persons.

Hi Ish

English is not my lingo as Swahili was my first language and primary language but I tend to think that the meaning changes depending on how words are contracted together.

1. A representative of....
2. Representatives of....
3. Representative
4. Representatives...

Do all the above have the same meaning.

It depends on the context, but certainly there is overlap of meaning amongst those terms.

[...]

In such a case of ambiguity, especially in a context where, as Andrew mentions, legal counsel being present to advise would be potentially important, “A representative” should be construed to include whatever “representative” the entity deems necessary to constitute “a representative”, even if that includes a team of people.

Hi Owen,
Thanks for your email, brother.

...considering the very context, what's your
understanding of the content of "a" here, please.

Look! the sentence ends with a simple comparison;
 isn't that the key for a common understanding of
the appropriate content of the word representative?

In other words: find the way *a* proxy is designated,
then you should be able to know more about the
first *a*...

Thanks once more!

Shalom,
--sb.

It would be legitimate to insist that only one of those members of the “representative team” do the speaking and voting on behalf of the entire representative team, but limiting the online presence only to one representative per organization is unreasonable.

Further, there is very long and well established precedence against such a restriction. Any change of such magnitude should certainly come with sufficient notice for the change to be considered, deliberated, and either agreed or rejected by the membership.

Owen

[...]

--

Best Regards !
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