[rpd] Removal of a director

Sun Dec 17 15:57:05 UTC 2017

Hi,

I don’t know where Andrew is getting his information from and I too would
like him to find his computer and verify his claims.

As far as I can see, they are erroneous and misleading.  The facts from
AfRINIC docs and lists

- only board members (registered members) can recall themselves.
- resource members and the wider community have no powers.
- There was no special resolutions on the matter by Andrew as claimed
- A previous attempt to address this was in the Bylaws review 2016

Current bylaws
{
https://www.afrinic.net/en/about/bylaws/2001-afrinic-bylaws-2016?start=13

14 REMOVAL OF DIRECTORS
14.1 A Director shall hold office until:
(i) his term of office expires, without prejudice to Article 13;
(ii) he/she signs a written notice of resignation and delivers it to the
address for service on the Company, which notice shall be effective when it
is received at that address or at such later time as may be specified in
the notice;
(iii) he/she is removed by the affirmative vote of two-thirds of all other
Directors;
(iv) he/she otherwise ceases to be a Director pursuant to Section 139 of
the Act; or
(v) the Director being the Chief Executive Officer, on the Board
terminating his employment as Chief Executive Officer.
}
Bylaws Revision
{

https://www.afrinic.net/images/2.0-Special_Resolutions_SR1_to_SR20.pdf

Special Resolution 16 (SR16)
Give the Members the power to recall a Director.

Insert a new sub-article 14.1(iv) after the existing 14.1(iii), and
re-number the subsequent sub-articles as appropriate; Add a new article
14.2 as follows.
14.1 A Director shall hold office until:
    .    (i)  [no change from previous text]

    .    (ii)  [no change from previous text]

    .    (iii)  [no change from previous text]

    .    (iv)  [new sub-article] he/she is removed in terms of Article
14.2;

    .    (v)  [previous part (iv) re-numbered to (v)]

    .    (vi)  [previous part (v) re-numbered to (vi)]

14.2 [new article] A Director other than the Chief Executive Officer may be
removed by a special resolution of Registered Members and Resource Members
passed at an Annual General Member Meeting, provided:
(i) At least 10% of all Registered Members and Resource Members petition
for the special resolution to be included in the agenda of the meeting

    .    (ii)  The Director who is the subject of the special resolution is
given the opportunity to be heard at the meeting;

    .    (iii)  The special resolution is passed with a supermajority of no
less than 75% of all votes cast.
}

The votes results
{

https://www.afrinic.net/en/news/1957-results-of-voting-on-special-resolutions

SR 16: Give the Members the power to recall a Director.
58 YES, 21 NO, 0 Abstain
FAILED with 73% YES votes
}
Origin and discussions on what became SR16
{

https://lists.afrinic.net/pipermail/community-discuss/2016-June/000350.html
}
Andrew's proposed special resolutions  to amend bylaws 2015
{
 https://afrinic.net/images/doc/special_resolution_proposed_by_member.pdf
}

Thanks

2017-12-15 14:35 GMT+00:00 Andrew Alston <Andrew.Alston at liquidtelecom.com>:

> Dear Marcus,
>
> Right now - I am on holiday with my family - sitting 9 hours behind my
> normal time zone - and wandering around Disney Land most of the time.
>
> I will clarify and send the documents when I get time to access them - and
> I remind you - and Arsene - I have zero obligations to give you any
> information - in any time frame - and how long it takes - that’s up to me -
> when I have the chance to look up specifics - you will get them - until
> then - you are quite free to do what I will do to find them - go and read
> the bylaws and the companies act.
>
> Shrug - btw - I have asked you a couple of things about a year or two ago
> - I believe the answer I got was something about enjoying a black label and
> getting back to me - care to go and answer those? I believe someone who has
> the time to sit and demand answers of others should not need a year to
> answer other emails
>
>
> Andrew
>
> Get Outlook for iOS <https://aka.ms/o0ukef>
> _____________________________
> From: Arsène Tungali <arsenebaguma at gmail.com>
> Sent: Friday, December 15, 2017 05:37
> Subject: Re: [rpd] Removal of a director
> To: Marcus K. G. Adomey <madomey at hotmail.com>
> Cc: Andrew Alston <andrew.alston at liquidtelecom.com>, rpd <rpd at afrinic.net>
>
>
>
>
>
>
>
> 2017-12-15 12:21 GMT+02:00 Marcus K. G. Adomey <madomey at hotmail.com>:
>
>> I think providing an answer to my request should not take so long for an
>> immediate past board member, even if his computer is missing.
>>
>
> Been wondering the same thing.
>
> I hope Andrew comes back soon with details :)
>
> Arsene
>
>>
>>
>> Marcus
>>
>> ------------------------------
>> *From:* Marcus K. G. Adomey <madomey at hotmail.com>
>> *Sent:* Tuesday, December 12, 2017 9:03:50 PM
>> *To:* Andrew Alston; rpd
>> *Subject:* Re: Removal of a director
>>
>>
>> Hi Andrew,
>>
>>
>>
>> Could you point to the bylaws section or the corporate document where
>> 5% of members (registered and resources) can recall a director and vote by
>> super majority?
>>
>>
>>
>> Warm regards
>>
>>
>>
>>
>>
>> Marcus
>>
>> ------------------------------
>> *From:* Andrew Alston <Andrew.Alston at liquidtelecom.com>
>> *Sent:* Tuesday, December 12, 2017 2:30 PM
>> *To:* rpd
>> *Subject:* [rpd] Removal of a director
>>
>> Hi,
>>
>> 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.
>>
>> Andrew
>>
>> GetOutlook for iOS <https://aka.ms/o0ukef>
>>
>> _______________________________________________
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>> https://lists.afrinic.net/mailman/listinfo/rpd
>>
>>
>
>
>
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-- 
--KE
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