Members,
On 4th April CIL was added as a member of the Mauritius CBRD records in relation to AFRINIC Limited. And to quote "ICANN’s concerns reflect those of many in the AFRINIC community, and focus on two key issues" *The unique registration of a company as a member of AFRINIC in the Mauritius Corporate and Business Registration Department (CBRD) despite clear inconsistencies with AFRINIC's governance documents and past practices. *
*Please see below some literature on the powers of a registered member or member in accordance to the AFRINIC Bylaws https://afrinic.net/bylaws https://afrinic.net/bylaws*
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) Subject to Articles 7.4 and 7.5 below, 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
7.7) For the purposes of these Bylaws, it is hereby stated that only *Registered Members* and Resource Members, acting jointly within the context of an AGMM or SGMM in terms of Article 7.6 (vi), shall be entitled to consider and *approve by special resolution proposals for the * *revocation, amendment or replacement of these Bylaws.*
12.11) Voting *xii*. A *Registered Member *or a Resource 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*
*Proxy Limitation:* Companies Act:* Does not set a limit on the number of proxies one member can hold.* AFRINIC Bylaws (Article 12.12(viii)): A member cannot carry more than five (5) proxies to an election, and candidates cannot act as proxies.
*Voting on Directors:* Voting Members: The bylaws consistently grant voting and resolution powers to *Registered Members* (the Directors) and *Resource Members* . These are the two groups that can effect change within the company. AFRINIC Bylaws (Article 13.13): Explicitly states that Section 137(1) of the Act shall not apply, meaning members can vote on multiple directors in a single resolution.
*Please see below some literature on the power of members in accordance with the Companies Act of Mauritius which gives members ultimate control over the company's direction and existence.*
*Power to Amend the Constitution (Bylaws):* Members can amend, revoke, or replace the bylaws by passing a Special Resolution (75% majority). This is explicitly limited to Registered and Resource Members only. Source: Articles 7.6(f) and 7.7 *Power to Put the Company into Liquidation: *Members have the right to wind up the company by passing a Special Resolution. Source: Article 7.6(i) *Power to Approve Major Transactions:* Members must approve any "major transaction" as defined by Section 130 of the Act. Source: Article 7.6(e) *Section 118(1) *of the Act allows a director or *member* *to apply to the Court to order a meeting if it is "impracticable" to call or conduct one.* The current situation, AFRINIC, is a textbook example of "*impracticability* ." *Section 136(1)* of the Act is even more direct, allowing a *member* or creditor to *apply to the Court to appoint directors* directly *when the number of directors is less than the required quorum.*
*Fundamental and Strategic Powers* : These powers allow members to control the core identity and direction of AFRINIC.
1. *To Elect Directors:* Members have the power to elect the Board of Directors at each Annual General Members' Meeting (AGMM). Source: AFRINIC Bylaws, Article 7.2(a) and 13.7(i) 2. *To Amend the Bylaws (Constitution): *Members can vote on proposals to amend, revoke, or replace the AFRINIC Bylaws. This requires a Special Resolution (a 75% majority vote). Source: AFRINIC Bylaws, Articles 7.6(f) and 7.7 3. *To Approve Major Transactions:* Members must approve any "major transaction" as defined in Section 130 of the Companies Act. Source: AFRINIC Bylaws, Article 7.6(e) 4. *To Liquidate the Company:* Members can vote to put AFRINIC into liquidation by passing a Special Resolution. Source: AFRINIC Bylaws, Article 7.6(i)
Cheers, Noah