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AFRINIC Bylaws (2007) - Archived

11. APPOINTMENT OF DIRECTORS

 11.1 The Board shall comprise up to seven (7) Directors, comprising of six Primary Directors and the Chief Executive Officer.

11.2 Each Primary Director shall have an Alternate Director.Each of the following six sub-regions of Africa shall be represented by one Primary Director and one Alternate Director:

(i) Northern Africa;

(ii) Western Africa;

(iii) Indian Ocean;

(iv) Central Africa;

(v) Southern Africa;and

(vi) Eastern Africa.

11.3 Each Elected Director shall hold office for a term of approximately three years, which term of office shall expire on the date of the annual General Meeting held on or around the third anniversary of the date of appointment of such Elected Director. Subject to Article 11.7, such Elected Director shall be eligible for re-election on the expiry of his term of office, provided that no Elected Director shall serve more than two consecutive terms.

11.4 For the avoidance of doubt, the sequential election of Elected Directors prevailing at the date of adoption of this Constitution shall be continued so that, on the expiry of the respective terms of office of Elected Directors, the Directors shall be elected in the following sequence:

(i) Election for Directors representing Northern Africa and Western Africa;

(ii) Election for Directors representing the Indian Ocean and Central Africa; and

(iii) Election for Directors representing Southern Africa and Eastern Africa.

11.5 The Primary Directors and the Alternate Directors shall be elected by Members on the date of each annual General Meeting every three years. For the avoidance of doubt, the election of Directors shall not be considered as being part of the annual General Meeting but the proceedings of such election shall, subject to Article 10.15 above, be the same as for a General Meeting.

11.6 Subject to Article 11.10 below, with respect to each region, the individual who shall have the most number of votes shall be elected as Primary Director and the individual who shall have the second highest number of votes shall be elected as Alternate Director.

11.7 In the case where there is no eligible candidate for a particular region, the Director already in office in the particular seat shall be deemed to have been elected for one further term.

11.8 Notwithstanding any other provision of this Constitution, the Company shall at all times have at least one Director who shall be ordinarily resident in Mauritius.

11.9 No person shall be appointed or hold office as a Director if he is a person who:

(i) is under 18 years of age;

(ii) is an undischarged bankrupt;

(iii) would, but for the repeal of Section 117 of the Companies Act 1984 of Mauritius, be prohibited from being a Director or promoter of, or being concerned or taking part in the management of, a company within the meaning of that Act;

(iv) is prohibited from being a director or promoter of or being concerned or taking part in the management of a company under Sections 337 or 338 of the Act;

(v) is not a natural person; or

(vi) has been adjudged to have been of unsound mind.

11.10 A person shall not be appointed a Director of the Company unless:

(i) that person has consented in writing to be a Director and certified that he is not disqualified from being appointed or holding office as a Director in accordance with the Act; and

(ii) that person has signed the forms required to be a Full Member under Article 6.3 above

11.11 The provisions of Section 137(1) of the Act shall not apply to the Company.

11.12 The Directors shall have power at any time and from time to time to appoint any person to be a Director to fill a casual vacancy in the Board. Any Director so appointed shall hold office only until the next following annual General Meeting at which Directors are elected and shall then be eligible for re-election.

 

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