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AFRINIC Bylaws (2007) - Archived

10. PROCEEDINGS AT GENERAL MEETINGS

Chairperson.

10.1 Where the Directors have elected a chairperson of the Board, and the chairperson of the Board is present at a General Meeting, he shall chair the General Meeting.

10.2 Where no chairperson of the Board has been elected or if, at any General Meeting, the chairperson of the Board is not present within 15 minutes of the time appointed for the commencement of the General Meeting, the Directors present shall elect one of their number to be chairperson of the General Meeting.

10.3 The ruling of the chairperson of the General Meeting on matters relating to the order of business and the procedure and conduct of the General Meeting shall, subject to this Constitution, be final and binding and no motion of dissent from the ruling of the chairperson may be entertained.

Notice of General Meetings to Full Members.

10.4 Written notice of the time, date and place of a General Meeting shall be sent to every Full Member and to every Director, the secretary and the auditor of the Company not less than 14 days before the General Meeting. The notice may be delivered by post, fax, electronic mail or such other method as the Board shall reasonably determine from time to time.

10.5 The notice to be sent pursuant to Article 10.4 shall state:

(i) the nature of the business to be transacted at the General Meeting in sufficient detail to enable a Full Member to form a reasoned judgment in relation to it (including the matters mentioned in Article 10.11 below); and

(ii) the text of any Special Resolution to be submitted to the General Meeting.

10.6 Any irregularity in a notice of a General Meeting shall be waived where all the Full Members entitled to attend and vote at the General Meeting attend the General Meeting without protest as to the irregularity, or where all Full Members agree to the waiver.

10.7 Any accidental omission to give notice of a General Meeting to, or the failure to receive notice of a General Meeting by, a Full Member or any other Person entitled to receive notice shall not invalidate the proceedings at that General Meeting.

10.8 The chairperson may, or where directed by the General Meeting, shall, adjourn the General Meeting from time to time and from place to place, but no business shall be transacted at any adjourned General Meeting other than the business left unfinished at the General Meeting from which the adjournment took place.

10.9 When a General Meeting is adjourned for 30 days or more, notice of the adjourned General Meeting shall be given as in the case of an original General Meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or the business to be transacted at the adjourned General Meeting.

Notice of General Meetings to Associate Members.

10.10 Written notice of the time, date and place of a General Meeting shall be sent to every Associate Member not less than 14 days before the General Meeting. The notice may be delivered by post, fax, electronic mail or such other method as the Board shall determine from time to time.

10.11 The notice to be sent pursuant to Article 10.10 shall state:

(i) the names of the Directors who will retire on the date of that General Meeting and the region represented by each such Director;

(ii) the names of the persons who have been proposed to be elected as Directors and the region which is proposed to be represented by each such Person; and

(iii) any policy issues which the Board considers should be discussed at the General Meeting.

10.12 Any irregularity in a notice of a General Meeting sent to an Associate Member or any accidental omission to give notice of a General Meeting to, or the failure to receive notice of a General Meeting by, an Associate Member shall not invalidate the proceedings at that General Meeting.

10.13 When a General Meeting is adjourned for 30 days or more, notice of the adjourned General Meeting shall be given to Associate Members as in the case of an original General Meeting. Save as aforesaid, it shall not be necessary to give any notice to Associate Members of an adjournment or the business to be transacted at the adjourned General Meeting.

Methods of holding General Meetings.

10.14 A General Meeting may be held either –

(i) by the Members, including a number of Full Members who constitute a quorum, being assembled together at the place, date, and time appointed for the General Meeting; or

(ii) by means of audio, or audio and visual, communication by which all Members participating and constituting a quorum can simultaneously hear each other throughout the General Meeting.

10.15 Votes to be exercised on the date of the annual General Meeting with respect to the election of Directors may be exercised in person, by proxy or by such other method of communication as may be decided from time to time by the Board.

Quorum.

10.16 Where a quorum is not present, no business shall be transacted at a General Meeting.

10.17 Two or more Full Members present in person or by proxy shall form a quorum.

10.18 Where a quorum is not present within 30 minutes after the time appointed for the General Meeting –

(i) in the case of a General Meeting called under section 118(1)(b) of the Act, the General Meeting shall be dissolved;

(ii) in the case of any other General Meeting, the General Meeting shall be adjourned to the same day in the following week at the same time and place, or to such other date, time and place as the Directors may appoint; and

(iii) at the adjourned General Meeting, the quorum shall be two Full Members present in person or by proxy.

Voting.

10.19 Where a General Meeting is held under Article 10.14(i) above, unless a poll is demanded, voting at the General Meeting shall be by whichever of the following methods is determined by the chairperson of the General Meeting:-

(i) voting by voice; or

(ii)voting by show of hands.

10.20 Where a General Meeting is held under Article 10.14(ii) above, unless a poll is demanded, voting at the General Meeting shall be by the Members signifying individually their assent or dissent by voice.

10.21 A declaration by the chairperson of the General Meeting that a resolution is carried by the requisite majority shall be conclusive evidence of that fact unless a poll is demanded.

10.22 At a General Meeting, a poll may be demanded by any Full Member or the chairperson of the General Meeting.

10.23 A poll may be demanded either before or after the vote is taken on a resolution.

10.24 Where a poll is taken, each Member shall have one vote on a resolution on which that Member is entitled to vote.

10.25 The chairperson of a General Meeting shall be entitled to a casting vote.

10.26 The instrument appointing a proxy to vote at a General Meeting of a Company shall confer authority to demand or join in demanding a poll and a demand by a Person as proxy for a Full Member shall have the same effect as a demand by the Full Member.

10.27 The demand for a poll may be withdrawn.

10.28 Where a poll is duly demanded, it shall, subject to Article 10.24 above, be taken in such manner as the chairperson directs and the result of the poll shall be deemed to be the resolution of the General Meeting at which the poll is demanded.

10.29 A poll demanded on the election of a chairperson or on a question of adjournment, shall be taken immediately, on any other question, shall be taken at such time and place as the General Meeting directs and any business other than that on which a poll is demanded may be proceeded with pending the taking of the poll.

10.30 A Full Member may exercise his right to vote at a General Meeting by casting a postal vote in accordance with the Fifth Schedule to the Act. An Associate Member may not cast a postal vote.

Proxies

10.31 A Member may exercise the right to vote either by being present in person or by proxy.

10.32 A proxy for a Member may attend and be heard at a General Meeting as if the proxy were the Member.

10.33 A proxy shall be appointed by notice in writing signed by the Member and the notice shall state whether the appointment is for a particular General Meeting or a specified term.

10.34 No proxy shall be effective in relation to a General Meeting unless a copy of the notice of appointment is produced before the start of the General Meeting. Any power of attorney or other authority under which the proxy is signed or a notarially certified copy shall also be produced.

10.35 A proxy form shall be sent with each notice sent to a Member.

10.36 The instrument appointing a proxy shall be in writing under the hand of the appointer or of his agent duly authorised in writing or in the case of a corporation under the hand of an officer or of an agent duly authorised.

10.37 The instrument appointing a proxy shall be in such form as may be determined by the Board from time to time or, in default of such determination, in the following form -

I/we ................................. of .................. being members of the above named company hereby appoint ..................………………… or failing him/her, ........………….......... of ...........................…….. as my/our proxy to vote for me/us at the meeting of the company to be held on ....................... and at any adjournment of the meeting.
Signed this ................ day of ...........................……….

Minutes

10.38 The Board shall ensure that minutes are kept of all proceedings at General Meetings.

10.39 Minutes which have been signed correct by the chairperson of the General Meeting are prima facie evidence of the proceedings.

Member proposals

10.40 Each Member may nominate one individual who shall be eligible to be elected as a Director. Such nominations must be received at the registered address of the Company not less than 3 weeks and not more than 8 weeks prior to an annual General Meeting at which Directors will be elected. Such nominations shall contain the full name and address of the nominated person as well as a short description of the person, including the person’s professional background, age, nationality, residential address and the region which the person is proposed to represent.

10.41 A Member may give written notice to the Board of a matter which the Member proposes to raise for discussion or resolution at the next General Meeting at which the Member is entitled to vote.

10.42 Where the notice is received by the Board not less than 28 days before the last day on which notice of the relevant General Meeting is required to be given by the Board, the Board shall, at the expense of the Company, give notice of the Member’s proposal and the text of any proposed resolution to all Members entitled to receive notice of the General Meeting.

10.43 Where the notice is received by the Board not less than 7 days and not more than 28 days before the last day on which notice of the relevant General Meeting is required to be given by the Board, the Board shall, at the expense of the Member, give notice of the Member’s proposal and the text of any proposed resolution to all Members entitled to receive notice of the General Meeting.

10.44 Where the notice is received by the Board less than 7 days before the last day on which notice of the relevant General Meeting is required to be given by the Board, the Board may, where practicable, and at the expense of the Shareholder, give notice of the Member’s proposal and the text of any proposed resolution to all Members entitled to receive notice of the General Meeting.

10.45 Where the Directors intend that Members may vote on the proposal by proxy or by postal vote, they shall give the proposing Member the right to include in or with the notice given by the Board a statement of not more than 1000 words prepared by the proposing Member in support of the proposal, together with the name and address of the proposing Member.

10.46 The Board shall not be required to include in or with the notice given by the Board a statement prepared by a Member which the Directors consider to be defamatory, frivolous, or vexatious.

10.47 Where the costs of giving notice of the Member’s proposal and the text of any proposed resolution are required to be met by the proposing Member, the proposing Member shall, on giving notice to the Board, deposit with the Company or tender to the Company a sum sufficient to meet those costs.

10.48 Notwithstanding the other provisions of this Article, where a proposal is made by an Associate Member, the Board shall have discretion as to whether notice of such proposal should be given to Members.

Corporations may act by representative

10.49 A body corporate which is a Member may appoint a representative to attend a General Meeting on its behalf in the same manner as that in which it could appoint a proxy.

Other proceedings

10.50 Unless otherwise expressly provided in this Constitution or otherwise mandatory as per the provisions of the Act, a General Meeting may regulate its own procedure.

 

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