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AFRINIC Bylaws (2007) - Archived

7. POWERS OF MEMBERS

7.1) Each Member shall be entitled to receive notice of all General Meetings in accordance with Articles 10.4 and 10.10 below, as applicable, and to attend all such General Meetings.

7.2) The Members shall be entitled:

(i) by majority vote on the day of each annual General Meeting, to elect the Directors of the Company in accordance with Article 11.5 below; and

(ii) at each General Meeting, to discuss and comment on the general policies of the Company on such issues and for such time as shall be reasonably allowed by the chairperson of the General Meeting.

7.3) Associate Members shall not, in such capacity, have any right other than the rights listed in Articles 7.1 and 7.2. For the avoidance of doubt, this Article 7.3 shall be without prejudice to any contractual rights of Associate Members in any agreement with the Company.

7.4) The Full Members shall, at General Meetings or by way of written resolutions, in addition to the rights conferred by Articles 7.1 and 7.2, have the right to:

(i) consider and approve by Ordinary Resolution the financial statements of the Company;

(ii) receive any auditor’s report;

(iii) consider the annual report;

(iv) determine, by Ordinary Resolution, the general policies for fulfilling the objects of the Company;

(v) approve, in accordance with Section 130 of the Act, a major transaction;

(vi) consider and approve by Special Resolution, if appropriate, proposals for the revocation, amendment or replacement of this Constitution;

(vii) appoint by Ordinary Resolution at each annual General Meeting the auditor of the Company to hold office until the conclusion of the next annual General Meeting;

(viii) request the Board, by way of a notice signed by not less than 5 percent of the Full Members, to call a special General Meeting to vote on one or more resolutions;

(ix) and resolve, by Special Resolution, to put the Company into liquidation.

 

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