Notice 2022
Notice for AFRINIC Annual General Members' Meeting 2022
Notice is hereby given that the 2022 Annual General Members’ Meeting (the ‘AGMM’) of the African Network Information Centre (AfriNIC) Ltd, also known as AFRINIC, will be held on Friday 03 June 2022 from 10:00 UTC during the AFRINIC-35 Meeting at Le Meridien Hotel, Village Hall Lane, Pointe aux Piments, Mauritius, to transact the following business:
| Time (UTC) |
Agenda Item |
Presenter |
|---|
| 10:00 - 10:05 |
1. Welcome and Agenda Review
1.1 Reminder of closing time for elections |
Board Chair |
| 10:05 - 10:10 |
2. To approve minutes of the last AGMM dated 04 June 2021– [D1]
|
Board Chair |
| 10:10 - 10:20 |
3. Board Activity Update – [D2]
|
Board Chair |
| 10:20 - 10:30 |
4. To present AFRINIC Activities Update – [D3] |
CEO |
| |
5. Financial Update |
| 10:30 - 10:40 |
5.1 To receive the report of the Auditor - [D4] |
Chair Audit Committee |
| 10:40 - 10:50 |
5.2 To consider AFRINIC’s Audited Financial Statements for the year ended 31 December 2021 |
Chair Audit Committee |
| 10:50 - 11:00 |
5.3 To authorize the Board to appoint the Auditor, BDO & Co, for the financial year ending 31 December 2022 - [D5] |
|
| 11:00 Closing of the Online Election Platform |
| 11:00 - 11:05 |
5.4 To present the AFRINIC’s 2022 Financial Budget - [D6] |
Chair of Finance Committee |
| 11:05 |
Adjournment for break |
|
| 11:05 – 11:30 |
Break |
| 11:30 – 11:40 |
6. To present the Nomination Committee 2022 Report – [D7] |
Chair, Nomination Committee 2022 |
| 11:40 - 11:45 |
7. To present the Election Committee 2022 Report |
Chair, Election Committee 2022 |
| 11:45 – 11:50 |
8. To announce Election results
8.1 Board Seat No.1, 2 & 7 to serve a three-year mandate.
8.2 Elected candidate following Governance Committee election to serve a three-year term starting 01 January 2023 to 31 December 2025. |
Chair, Election Committee 2022 |
| 11:50 – 11:55 |
9. Closing Remarks and end AGMM |
Board Chair |
By Order of the Board
Subramanian MOONESAMY
Chairman
12 May 2022
Notes:
Members may either attend physically or virtually via the platform provided by AFRINIC.
A member of the Company entitled to attend and vote at this meeting may appoint a proxy (whether a member or not) to attend and participate on his behalf. The instrument appointing a proxy accessible from the member's profile within the MyAFRINIC portal, to be effective, shall be completed and submitted not later than 5 days before the election date.
During this AGMM, the following elections will be held:
AFRINIC Board Election
Seat 1 – Northern Africa is currently filled by Prof Habib Youssef
The following candidate will run for the above election:
1. Prof Habib Youssef - TUNISIA
Seat 2 – Western Africa is currently filled by Dr Adewale Adedokun
The following candidates will run for the above election:
1. Dr Emmanuel Adewale Adedokun - NIGERIA
2. Mr Amin Dayekh - NIGERIA
Seat 7 – Region Independent is currently filled by Oluwaseun Ojedeji
The following candidates will run for the above election:
1. Mrs Clara Mramba - TANZANIA
2. Mrs Grace Githaiga - KENYA
Governance Committee Election
One Governance Committee position is up for election, to serve a three-year term starting 01 January 2023 to 31 December 2025, currently filled by Mr Laurent Ntumba Kayemba.
The following candidate will run for the above election:
Mrs Maud Ashong Elliot - GHANA
More information about the election process/guidelines can be found online at https://afrinic.net/election-process/board/2022
Except otherwise expressly provided herein, resolutions by the eligible voting members shall be by ordinary resolutions.
The following documents are herewith enclosed for the purposes of this AGMM:
- D1 - Draft minutes of the last AGMM dated 04 June 2021,
- D2 – Summary Board Activities Update
- D3 – Summary AFRINIC Activities Update
- D4 – Summary Audited Report
- D5 – Appointment of Auditor for the year ending 31 December 2022
- D6 – Summary Presentation of 2022 Budget
- D7 – NomCom Report 2022
The Company’s Annual Report 2021 is available here.
Members who are interested in only part of the meeting are nevertheless advised to be present for the entire meeting because the time allocated for each item is only indicative.
Eligibility
Eligibility
In regard to Resource Members, only those in good standing (i.e. members that have signed the AFRINIC Registration Service Agreement and have no unsettled financial debt with AFRINIC prior to Election Day) will be allowed to participate in the elections and voting. Registered contacts of member organisations (or designated proxies) will be required to register for the meeting prior to the AGMM in order to vote.
You can establish your current financial standing with AFRINIC by log in to https://my.afrinic.net. In case you have any further queries regarding the status of your financial standing, please contact us via service-support@afrinic.net.
Registered Members (i.e. the directors) are also eligible to vote.
Online Voting
Online (e-)Voting
Eligible voters are reminded that since the AGMM is being held virtually, all voting will de-facto be held electronically. Members can cast their votes through their ‘registered contact’ (also known as ‘Administrative Contact’) or by proxy.
If you are the registered Administrative Contact of your organisation, you have been assigned by default the voting right which grants you the privilege to cast your vote electronically. You could also assign that right (through MyAFRINIC) to another registered contact of your organisation to vote on your behalf.
- To vote electronically, please follow the following steps:
a. Log on to MyAFRINIC at https://my.afrinic.net/login;
b. Navigate to ‘Election’ and ‘Access Election Centre’;
c. Select the election in which you wish to participate;
d. Choose the option ‘Vote Online’.
- To assign the online voting right to another registered contact of your organisation:
a. Log on to MyAFRINIC at https://my.afrinic.net/login;
b. Navigate to ‘My Account’ and ‘User Administration’;
c. Check the ‘Voter Role’ to a corresponding listed contact.
Note 1 - The same procedures will apply for voting on any Special Resolutions, if any, where AFRINIC members are eligible to vote.
- Members can vote online as described above. The online voting will be opened on 20 May 2021 and will be closed on 4 June 2021 on the day of the AGMM, at such time to be communicated during the meeting.
- All elections will be held electronically via MyAFRINIC or through such an electronic voting platform, as the case may be.
The said electronic voting platform will cover the following elections:
i) PDP Co-Chair
ii) NRO – NC
iii) Voting by proxy for Board’ seats and Governance Committee elections
To vote electronically for those elections [ i to iii ], please follow the following steps.
a. Eligible voters will receive an email with the link to access the electronic voting platform;
b. Vote for your selected candidate;
c. Confirm your choice;
d. Proceed to submit your vote;
e. A vote receipt will be sent to your email to confirm your vote and auditing purposes.
Abstentions
For the purposes of the electronic ballots, eligible voters will be allowed to ‘click’ on abstention should they wish to express their disapproval of the relevant candidates. However, eligible voters are also informed that clicking on abstention shall, in no means, be considered as a ‘vote’ against the said candidates.
Determination of winners in the event of a tie
In the event of a tie for an open seat, voting for that seat will be repeated during the same meeting until there is a winner. For each seat, the candidate who receives the most votes shall be declared as the winner.
Voting by Proxy
Voting by Proxy
Where a member wishes to appoint a proxy, a proxy appointment form MUST be signed and returned to the Election Committee via email ecom@afrinic.net.
The Election Committee will proceed with the verification of the proxies and revert back to the relevant member.
The registration and appointment of proxy will start on Thursday, 20 May 2021, and close on 29 May 2021, i.e. 5 clear days before the election day for Board and Governance Committee elections.
Proxies should preferably be appointed via MyAFRINIC as follows;
- Log on to MyAFRINIC at https://my.afrinic.net/login;
- Navigate to ‘Election’ and ‘Access Election Centre’;
- Select the election in which you wish to participate;
- Choose the option ‘Appoint Proxy’;
- Fill the proxy form;
- Print the form, sign it and send it to ecom@afrinic.net
| Note-2: |
According to Articles 12.12.(viii) and 12.12.(ix) of the AFRINIC Bylaws, a person cannot hold more than 5 proxies during an election. To enforce this clause, you will be requested for the passport number (or ID) of the person that you would like to assign as a proxy while completing the proxy appointment form. As per Articles 12.12 (ix) of the AFRINIC Bylaws, no candidate to the election of Director shall act as a proxy for any member during such an election. |
| Note-3: |
Once you have appointed a proxy and generated the proxy appointment form via MyAFRINIC, you can no longer cast a vote through the online Voting system. |
| Note-4: |
If it is not possible for you to appoint a proxy via MyAFRINIC, the proxy instrument can be printed on the official letterhead of the Member organisation. The elections committee will take necessary steps at their discretion to verify the authenticity of a proxy authorization instrument not generated through MyAFRINIC.
The paper document embodying the proxy instrument must be duly signed by:
Either a registered administrative contact of the Member. (For the avoidance of doubt, AFRINIC's database shall be used for counter verification), or:
A director of the company, on whose letterhead the paper proxy document has been printed, and whose name is listed on the said letterhead. |
Onsite Registration
Online AGMM Registration
Only Members in good standing (i.e. a member who has signed the AFRINIC Registration Service Agreement and has no unsettled financial debt with AFRINIC older than seven (7) days prior to Election Day. ) will be allowed to participate in the Board Election. Registered contacts of member organisations (or designated proxies) will be required to register themselves prior to the AGMM in order to vote.