Dear Chair, Let me now add a few things – because while we all appreciate this boards attempts as use of clever semantics to avoid accountability and liability for their actions – let me add a few things:
I point you to: (ii) A Member may give written notice to the Board of a matter which the Member proposes to raise for discussion or resolution at the next Annual General Member Meeting called under Article 11.1 of this Constitution at which the Member is entitled to vote (iii) Where the notice is received by the Board not less than 28 days before the last day on which notice of the relevant Annual General Members' Meeting is required to be given by the Board, the Board shall, at the expense of the Company, give notice of the Member's proposal and the text of any proposed resolution to all members entitled to receive notice of the Meeting. That states – ANY resolution – it does not limit it special resolutions – therefore you are REQUIRED under 12.14.ii to give notice and put it on the agenda. 12.2.(e) may explicitly state something for special resolutions – it does NOT exclude resolutions – which are CLEARLY covered in 12.14.ii and 12.14.iii – and so the board is flat wrong in this regard. Furthermore – had the board had concerns about this resolution – the board opted to accept said resolution within the time frame for modification (before the notice of the meeting was due and without cost to the member) instead – the board waited till close to a month after the notice was issued well past the deadlines specified in section 12.14.iii and 12.14.iv – and excuse my scepticism – but it is my personal belief that this was no accident on behalf of the board. Please can this board stop trying to play games – you have a member wishing to test the confidence in this community in this board – you have multiple members who have expressed a similar desire on this list – and still you attempt to treat this community with contempt by implying that we will fall for semantics and twisting of words to avoid the accountability of a vote. If indeed this board STILL refuses to table this vote though – then you leave this community no option but to seek other recourse. Andrew From: "Abibu R. Ntahigiye" <[email protected]> Date: Tuesday, 24 April 2018 at 12:21 To: Mark Elkins <[email protected]>, "[email protected]" <[email protected]>, AFRINIC Board of Directors' List <[email protected]> Subject: [members-discuss] Fwd: Re: Resolution requesting the boards resignation Dear Mark and all AFRINIC Members, The Board would like to give further details on the matter as follows: 1. On 23rd March 2018 the Board received a proposal from Mark Elkins for a motion of no confidence in the Board; 2. The Board agreed in good faith to add Mark Elkins' proposal to the agenda, and communicated that on 26th March 2018. This was however meant to be after consideration by the Board; 3. At a special Board meeting held on 18th April 2018 to approve AGMM 2018 agenda, the Board received legal advice that it was impossible to place the item on the agenda due to the fact that it was a standard resolution and not special resolution (Article 12.2 (e)); 4. Having received the Legal Counsel’s advice and further clarifications, the Board approved an AGMM agenda that omitted the proposal from Mark Elkins. There was no specific vote to include or exclude Mark Elkin's proposal but rather a vote to approve the AGMM agenda ; 5. The Board would like to point out that not all resolutions submitted to the Board should be included on the AGMM agenda. It is not automatic. The submissions have to be considered by the Board with the guidance of the Constitution, Legal Counsel's advise, while balancing the interests of the organisation and community as applicable in a way that ensures stability of the organisation; 6. It should be made clear that the Board Members have no fear of being voted out from the volunteer positions. If members think that the Board has committed a serious offence warranting such action, then they need to do it in a way that will not put the company at risk and that follows the Constitution; 7. The Board is willing to put the resolution proposed by Mark Elkins on the Agenda of the upcoming AGMM, if it is resubmitted as a special resolution; Finally, the Board are volunteers elected by the membership. The Board will endeavour to work in the interest of the Organisation, the Members, and the Community, but the Board also needs to comply with laws, bylaws, and regulations. In view of this, the Board seeks the understanding of the community in supporting the Board in a constructive and less confrontational manner. The board will continue to serve the community faithfully following the bottom up process and in accordance with the constitution. rgds -- Abibu R. Ntahigiye CEO, tzNIC / Interim Chair, Afrinic -------- Forwarded Message -------- Subject: Re: [members-discuss] Resolution requesting the boards resignation Date: Sat, 21 Apr 2018 14:00:24 +0300 From: Abibu R. Ntahigiye <[email protected]><mailto:[email protected]> To: Mark Elkins <[email protected]><mailto:[email protected]>, AFRINIC Board of Directors' List <[email protected]><mailto:[email protected]>, [email protected]<mailto:[email protected]> Dear Mark, The Board at a special meeting held on the 18th of April 2018 had the opportunity to reconsider your request to include a standard resolution in the upcoming AGMM agenda. The Board has decided not to include it in the agenda inline with section 12.14(ix) of the bylaw. However, the Board suggests that the item can be discussed during the Open Mic session should members be interested. It is my hope that we will all continue to contribute positively to building a much stronger AFRINIC. Thank you for your understanding and apologies for the inconvenience this might have caused. Kind regards On 27/03/2018 08:52, Abibu R. Ntahigiye wrote: Dear Mark, Apologies as the Board could not respond to your e-mail yesterday. The Board acknowledges receipt of your mail. The Board further reminds the Members that every member has the right to table a resolution at the AGMM. Your proposal therefore will be added to the agenda for the coming AGMM in Senegal. rgds On 26/03/2018 18:53, Mark Elkins wrote: Dear Board, I have not received any acknowledgement of the motion as tabled by myself. Can the board please confirm that this will be placed on the AGMM agenda as per section 14 of the bylaws. -- Mark James ELKINS - Posix Systems - (South) Africa [email protected]<mailto:[email protected]> Tel: +27.128070590 Cell: +27.826010496 For fast, reliable, low cost Internet in ZA: https://ftth.posix.co.za<https://ftth.posix.co.za> _______________________________________________ board mailing list [email protected]<mailto:[email protected]> https://board-list.afrinic.net/mailman/listinfo/board<https://board-list.afrinic.net/mailman/listinfo/board> -- Abibu R. Ntahigiye CEO, tzNIC / Interim Chair, Afrinic
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