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[rpd] Removal of a director
Andrew.Alston at liquidtelecom.com
Tue Dec 12 18:49:24 UTC 2017
Sure :) I was simply responding to a question.
Though the bigger question for this list is - what responsibility and liability does the board hold for the actions of the pdp - and that is very much a question for this list.
I would argue that since the board chooses to bind its members to the actions of this list through the rsa - does mean that Afrinic bonds itself to the pdp and hence the board who holds ultimate responsibility for all aspects of the organization is thereby tied to this list.
That means the directors potentially hold liability when constant defamation and slagging off happens on this list and they refuse to act abdicating responsibility for the enforcement of the code of conduct.
So - let us have a discussion on the boards relationship to the pdp - both legal and incidental - in the context of the fact that the board bound the membership to the actions of this body
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From: McTim <dogwallah at gmail.com>
Sent: Tuesday, December 12, 2017 1:21:47 PM
To: Andrew Alston
Cc: Marcus K. G. Adomey; rpd
Subject: Re: [rpd] Removal of a director
I think this belongs on Member-Discuss list.
Pls take it there.
On Tue, Dec 12, 2017 at 12:52 PM, Andrew Alston
<Andrew.Alston at liquidtelecom.com> wrote:
> Will have to get all my notes when in front of a machine but basically:
> The bylaws state that by demand of 5% of the membership base an SGMM can be
> called. The companies act state that any vote to remove a director has to
> be explicitly for that purpose and with no other items on the agenda - hence
> it stands to reason you need 5% of the member base to force the SGMM first.
> Then - the bylaws make reference to the removal of a director - and I
> believe demand a 2/3rds majority - but I will verify all of this for you
> with pleasure when back in front of a computer.
> The fact if I have looked into this pretty closely because i am getting
> together a petition document to attempt to force the SGMM in the event that
> the directors continue to be delinquent in answering questions the legality
> of certain operations and hence continue to violate their fiduciary duties
> to the membership base that elected them.
> And pass or fail - such an SGMM may send a wake up call that the board
> cannot continue to ignore, delay, postpone and pontificate to avoid
> accountability to the members who pay their expenses and elect them
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> From: Marcus K. G. Adomey <madomey at hotmail.com>
> Sent: Tuesday, December 12, 2017 12:27:29 PM
> To: rpd; Andrew Alston
> Subject: Re: [rpd] Removal of a director
> Hi Andrew,
> Could you point to the bylaws section or the corporate document where 5%
> of members (registered and ressources ) can recall a director and vote by
> super majority?
> Warm regards
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> From: Andrew Alston <Andrew.Alston at liquidtelecom.com>
> Sent: Tuesday, December 12, 2017 2:30:41 PM
> To: rpd
> Subject: [rpd] Removal of a director
> There are those that have said on this list that there is no procedure to
> recall a sitting board member.
> This is fundamentally inaccurate - there is. It requires the signatures of
> 5% of the membership base to call for it - and following that a vote by
> super majority.
> If I recall there was a resolution proposed to make this easier - first by
> myself - it was voted down - and second proposed by the board in Mauritius -
> again it was voted down - so the procedure exists and is as difficult as it
> is because that is what this community wanted.
> This community has a habit of voting against things based on who proposed
> them then coming and asking for them again later. I really wonder what will
> happen when a director finishes his term and refuses to hand back his legal
> membership - and as a result cannot be removed as a member of the company -
> and as a result no new directors can be appointed. Since that is the status
> quo that this community voted for and legitimized in Mauritius when they
> voted against the need for a director to relinquish his status at the end of
> his term.
> Fascinating how this community acts against their own interests and then
> wants a revisit once the idea becomes “invented here”
> Just like it will be curious if that audit policy ever passes and audits are
> demanded of the authors - some of whom to this day only utilize 25% of their
> allocated space that they have sat on for close to a decade.
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