- 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
7 POWERS OF MEMBERS
7.1 Each Registered and Resource member shall be entitled to receive notice of all member meetings in accordance with Articles 12.4 and 12.11 below, as applicable, and to attend all such Meetings.
7.2 The Members shall be entitled:
(i) by majority vote on the day of each Annual General Members' Meeting, to elect the Directors of the Company in accordance with Article 13.5 below; and
(ii) at each Annual General Members' Meeting, to discuss and comment on the general policies of the Company on such issues and for such a time as shall be reasonably allowed by the chairperson of the Annual General Members' Meeting.
7.3 For the avoidance of doubt, Article 7.2 shall be without prejudice to any contractual rights of Resource Members in any agreement with the Company.
7.4 Associate Members shall be entitled to receive notice of all Annual General Members' Meetings in accordance with Article 12.2 and to attend all such Meetings as Observer.
7.5 Associate Members shall have the right
(i) to receive notice for members' meeting called by AFRINIC;
(ii) to attend as Observer all members' meetings called by AFRINIC;
(iii) to take advantage of services provided by AFRINIC as regards training, consultancy and technical expertise; and
(iv) to attend any meetings convened by AFRINIC if the Associate member(s) is so qualified.
7.6 The Registered Members and Resource Members shall, at Annual General Members' 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 Members' Meeting the auditor of the Company to hold office until the conclusion of the next Annual General Members' Meeting;
(viii) request the Board, by way of a notice signed by not less than five (5) per cent of the Registered Members and Resource Members, to call a Special General Members' Meeting to vote on one or more resolutions; and
(ix) resolve, by Special Resolution, to put the Company into liquidation.