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[rpd] [Community-Discuss] Removal of a director

Sander Steffann sander at
Mon Dec 18 15:15:44 UTC 2017

Hi Boubakar,

> Can someone summarize this for us? I anticipate that it will be very much appreciated.

Sure! In fact, Andrew already anticipated most of that in his email:

> The summary though is as follows:
> – YES the members can remove a director – the process would be as follows:
> 	• Utilizing clause 7.6.viii of the bylaws invoke an SGMM – for the purposes of passing a special resolution to amend the bylaws to allow the community to remove a director – and please note – that special resolution could set the required voting percentage to remove said director at whatever they liked – there is now low watermark – it is subject to whatever is in the constitution (as per section 138.2 of the companies act)
> 	• Once (a) was completed – call a second SGMM –  for the express purpose of the removal of one or more directors – send out the notice of said meeting with the required 14 day notice period - and then pass a resolution as permitted by the process performed in (a)

Many of the details depend on whether legally Resource Members are seen as shareholders of Afrinic, or if only the 9 Registered Members (= the board) are considered as such. It is a question that I honestly have no answer to, and although Andrew expressed his opinion, he does note that he is not a lawyer and would like independent legal counsel on the matter.


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