Just to point out - that because clause 12.2.(d) explicitly refers to members - the argument as regards registered members and waiver is actually mute - because of the lack of information and the requirements for a valid meeting notice not being met - a waiver is required from *every* member - or in the alternative - every member participating in the meeting (and that includes online participation) without any protest as to the notice of meeting being invalid
Effectively - the board requires a unanimous resolution from the floor that includes online participants in the meeting that waives the flaws in the notice of meeting - not a majority - not a super majority - unanimous Andrew From: Andrew Alston Sent: 05 May 2018 17:52 To: AFRINIC Board of Directors' List <[email protected]>; [email protected]; [email protected] Subject: More meeting questions Dear Board of Directors. The fifth schedule of the companies act, section 2, sub-paragraph (b)(i) states: (b) The notice shall state - (i) the nature of the business to be transacted at the meeting in sufficient detail to enable a shareholder to form a reasoned judgment in relation to it; and It further goes on to state in section 2(f) that clause 2(b) stand irrespective of the bylaws or constitution of the company. The notice distributed for this meeting does not contain sufficient detail for any member to make reasoned judgement - there is: 1. No Audit report as supplied by the Audit Committee attached 2. There is no detail as regards the appointment of the auditor 3. The proposed fee structure as detailed in referenced in section 5.4 of the meeting notice contains no detail 4. The proposed budget was not distributed by the meeting notice (as referenced by section 5.3 of the meeting agenda) 5. There is nomcom report attached the meeting agenda As such - this notice of meeting is invalid as per the companies act and as per section 12.2.(d) of the companies bylaws. As such - you require the waiver of every participating member to continue with this meeting - anything else - and the meeting is simply not valid. Unless of course the board wishes to play the registered members card and once again prove to this membership base that they are not considered full members of this organisation as has been the claim for years. If this board wishes to make this claim - please state so explicitly - if not - please inform this community as to how you will go about seeking the waiver as is required by the companies act. Thanks Andrew
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