- AFRINIC Bylaws
- 2 NAME
- 3 TYPE AND OBJECTS OF COMPANY
- 4 FUNDING
- 5 REGISTERED OFFICE
- 6 MEMBERSHIP
- 7 POWERS OF MEMBERS
- 8 TERMINATION OF MEMBERSHIP
- 9 THE NOMINATION COMMITTEE
- 10 ELECTION COMMITTEE
- 11 COMMUNITY MEETINGS
- 12 PROCEEDINGS AT ANNUAL GENERAL MEMBERS' MEETINGS
- 13 APPOINTMENT OF DIRECTORS
- 14 REMOVAL OF DIRECTORS
- 15 POWERS OF DIRECTORS
- 16 THE COUNCIL OF ELDERS
- 17 CHIEF EXECUTIVE OFFICER
- 18 REMUNERATION OF DIRECTORS
- 19 PROCEEDINGS OF DIRECTORS
- 20 SECRETARY
- 21 INDEMNITY AND INSURANCE
- 22 WINDING-UP
- 23 COMMON SEAL, AUTHENTICATION OF DOCUMENTS
23 COMMON SEAL, AUTHENTICATION OF DOCUMENTS
23.1 The Company may have a seal, known as the common seal, which shall contain the name of the Company and which shall not be affixed to any instrument without the authority of the Board and/or the Chief Executive Officer.
23.2 All instruments, deeds, acts and documents executed on behalf of the Company may be in such form and contain such powers, provisos, conditions, covenants, clauses and agreements as the Board and/or the Chief Executive Officer may think fit and shall be signed either by the Chief Executive Officer or by two Directors or by such other person or persons as the Board may from time to time appoint.
23.3 All bills of exchange, promissory notes or other negotiable instruments shall be accepted, made, drawn or endorsed for and on behalf of the Company and all cheques or orders for payment shall be signed either by the Chief Executive Officer or by two Directors or by such other person or persons as the Board may from time to time appoint.
23.4 Articles 23.2 and 23.3 shall be subject to such authorisation policy as may be determined or varied by the Board from time to time.
23.5 All monies belonging to the Company shall be paid to such bankers as the Board of Directors shall from time to time appoint and all receipts for money paid to the Company shall be signed by the Chief Executive Officer or a Director or by such officer as the Board may from time to time appoint.
23.6 Cheques or other negotiable instruments paid to the Company's bankers for collection and requiring the endorsement of the Company shall be endorsed on its behalf by the Chief Executive Officer plus one Director who shall be so nominated and mandated by the Board, or by two Directors equally mandated by the Board in case of unavailability of the Chief Executive Officer.
23.7 Notwithstanding Articles 23.1 to 23.6, both inclusive, the Chief Executive Officer may where it is urgent and necessary,
(i) with the concurrence of the Chairperson (elected in compliance with Section 158 of the Act); and
(ii) another appropriate Director take such decisions, as are warranted in these circumstances, and in the best interest of the AFRINIC, to avoid any undue delay which may negatively impact on the Company's affairs.
23.8 Any decision taken under Article 23.7 shall be communicated to the Board within 12 hours following such decision by e-mail.