> On Nov 11, 2016, at 22:43, Alan Barrett <[email protected]> wrote: > > >> On 12 Nov 2016, at 00:18, Owen DeLong <[email protected]> wrote: >> Item 4, I propose changing the text in 13.5 from: >> >> “13.5 Each of the following six sub-regions of Africa shall be represented >> by one director as indicated below:” >> (which I think is incongruous with the new intent) >> >> to: >> >> “13.5 One director shall be chosen from each of the following six >> sub-regions of Africa:” >> >> There is probably an even better way to say this, but I think it is >> important to convey that the directors are >> chosen to be from the sub-regions in question, but not chosen to represent >> their specific sub-region. > > I think I like that. Thank you. It removes the idea that Directors > “represent” sub-regions, while remaining vague about whether they have to > reside in the sub-region and what happens if they move. > > 13.5 [changed first sentence] One Director shall be chosen from each of > the following six sub-regions of Africa, as indicated below: > (i) Northern Africa (seat 1); > (ii) Western Africa (seat 2); > (iii) Indian Ocean (seat 3); > (iv) Central Africa (seat 4); > (v) Southern Africa (seat 5); and > (vi) Eastern Africa (seat 6). > > 13.6 [new article to be inserted] Notwithstanding the regional > criterion of elections of Directors for seats 1 to 6 (both inclusive) as > specified in Article 13.4(i) and 13.5, all Directors so elected, shall > exercise their powers in accordance with the Act and always act in good faith > and solely in the best interests of the company. > > 13.7 [new number, with no change from previous text] Each Director > elected under Articles 13.4(i) and 13.4(ii) of this Constitution shall hold > office for a term of three years, which term of office shall expire on the > date of the Annual General Members’ Meeting held on or around the third > anniversary of the date of appointment of such Elected Director. Subject to > Article [new number for what used to be 13.6], such Director shall be > eligible for re-election on the expiry of his term of Office. >
This looks good to me. >> Notwithstanding my continued opposition to Item 6, I would suggest that >> rather than “such Director is not >> eligible for re-election” perhaps the phrase “said person is ineligible to >> run for or hold any seat on the Board” >> may be a better way to state the intent. > > Thnk you. I like parts of that, but I think it prevents an ex-Director from > becoming CEO (who also has a seat on the Board), so I restricted it to the > elected seats. Good catch. Indeed that would have been an unintended consequence. > > I now have the following text: > > [13.7 as new number for what used to be the second paragraph of 13.5] > Each Director elected under Articles 13.4(i) and 13.4(ii) of this > Constitution shall hold office for a term of three years, which term of > office shall expire on the date of the Annual General Members’ Meeting held > on or about the third anniversary of the date of appointment of such elected > Director. Subject to Article [13.8 or other new number for what used to be > 13.6], and subject to the term limits in this Article, such Director shall be > eligible for re-election on the expiry of his term of office. No such > Director shall serve more than two consecutive terms of office. After a > person completes two consecutive terms of office as such a Director, there > shall be a three-year period during which such person is not eligible to be > elected or appointed to any of the seats referred to in Articles 13.4(i) or > 13.4(ii). > This looks good to me. Thanks. Owen > > Alan Barrett > > > _______________________________________________ > Community-Discuss mailing list > [email protected] > https://lists.afrinic.net/mailman/listinfo/community-discuss _______________________________________________ Community-Discuss mailing list [email protected] https://lists.afrinic.net/mailman/listinfo/community-discuss
