[AFIX Members] 2024 Board Elections & AGM

Thu Sep 12 05:13:02 SAST 2024

Dear AFIX Members,
Hope this email finds you in health!
Please see my observations below, inline.
Thanks.

Le 11/09/2024 à 16:03, Kyle Spencer a écrit :
> Bonjour,
>
> [ Veuillez consulter ci-dessous pour la version en français. ]
>
> The run-off election has concluded and we have unfortunately
> encountered another tie :)
>   

Hi Kyle,
Thanks for this update, brother :-)
This may challenge us to read AFIX's
Bylaws [1] again ;-)
__
[1]: AFIX - Articles of Association - 2022-12-15 - Executable with 
Notary.pdf 
<https://www.af-ix.net/sites/default/files/AFIX%20-%20Articles%20of%20Association%20-%202022-12-15%20-%20Executable%20with%20Notary.pdf>

>   
> In this case we had 13 votes, so we thought a tie would be impossible,
> but one of the submitted ballots was blank, so we ended up with 12
> votes and the candidates tied six votes each. See attached results
> from the Zeus system.

Interesting! i see the following from
the AoA (Article of Association):

<quote>
6. General Meetings
[...]
   d. Voting Procedure
     i. Every Member in good standing *shall be eligible to cast one 
vote* at a General
Meeting.
     ii. Where a General Meeting is held, unless a poll is demanded, 
voting at the
meeting shall be by whichever of the following methods as determined by the
Chair of the meeting: voting by voice; voting by show of hands; voting 
by paper
ballot; voting by electronic system.
     iii. A declaration by the Chair of the meeting that a resolution is 
carried by the
requisite majority shall be conclusive evidence of that fact unless a 
poll is
demanded.
     iv. At a General Meeting, a poll may be demanded by any Member, 
Director, or
Chair of the meeting for any resolution.
     v. In the case of an equality of votes, the Chair of the meeting 
shall be entitled to
cast a tie-breaking vote.
</quote>

...i draw anyone attention to:
d. i. which may allow us to authorize an
eligible voter (i offer to do it for CAMIX
if agreed) who have not yet cast its
vote to vote one side;
d. v. seems to validate my *forced*
understanding of d. i.

> The board is deliberating on the way forward and will provide an
> update soon. The Articles of Association does not clearly cater for
> this situation so we may propose an amendment to clarify the procedure
> to follow in such cases going forward.
>

Please ask the two candidates to discuss
the matter, reach an agreement and
communicate their common decision
with us; by three days ;-)

...though! i agree on the need of an
amendment, as in reading the following,
i see that the AoA (Article of Association)
seems to be more open for interpretation
when it comes to usual processes
and more explicit for special ones :-/

See 4. d. i., 4. d. iii. and 4. d. iv. are
related to *retiring* but not *rotating*
(mandate ended) director:

<quote>
4. Board of Directors
[...]
   d. Election of Directors to the Board
     i. The Board shall organise an election following the closing of 
each Annual
General Meeting *for those places vacated by retiring Directors*. The 
election shall
be conducted in accordance with *the Electoral Reform Society’s ERS97 
system*.
     ii. No person shall be qualified to be elected unless he or she is 
nominated by a
Member qualified to vote and has given notice that he or she is willing 
to be
appointed. Such nominations and notices shall be valid only if given to the
company not fewer than twenty eight, nor more than forty nine, clear 
days before
the day appointed for the election.
     iii. Voting *shall take place during* the fourteen days following 
the Annual General
Meeting, or such *other period that the Board may from time to time 
agree* (“the
Voting Period”).
     iv. The Board may, at each Annual General Meeting, hold elections 
to replace
Directors who have ceased to be Directors *for any reason other than 
retirement
by rotation*. For the avoidance of doubt, any such appointment made 
shall be for
the balance of the term of office outstanding in respect of the Director 
whose
position is being replaced. The places shall be allocated in order of 
decreasing
term of office.
</quote>

Shalom,
--sb.

>   
>
> [...]
>
> Regards,
> Kyle Spencer
>
>
> On Mon, Sep 2, 2024 at 3:58 PM Kyle Spencer<kyle at stormzero.com> wrote:
>>>>>>>>> [...]
>>>>>>
>>>>>>
>>>>>
>
>
> --
> Cell / WhatsApp / Signal: +256786350675
>

-- 

Best Regards !

baya.sylvain [AT cmNOG DOT cm] |
cmNOG's Structure <https://www.cmnog.cm/dokuwiki/Structure> | CAMIX's 
Website <https://www.camix.cm/> | Douala-IX's Looking Glass 
<https://tools.std.douala-ix.net/lg> |
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