[AFIX Members] 2024 Board Elections & AGM

[Kyle Spencer]

Hi everyone,

[La traduction française est ci-dessous]

The board has deliberated and agreed with the candidates that the
chair should break the tie.

If there is no objection from the membership, I will make the decision
on Monday and announce the new board.

We will also work to develop an amendment to the Articles of
Association to clarify a solution for this problem in the future.

[ Traduction française ci-dessous ]

Le conseil s'est réuni et a convenu avec les candidats que le
président devrait casser l'égalité.

Si aucune objection ne provient des adhérents, je prendrai la décision
lundi et annoncerai la nouvelle direction.

Nous travaillerons également sur l'élaboration d'une modification aux
Statuts pour clarifier la solution à ce problème à l'avenir.

Regards,
Kyle Spencer


On Thu, Sep 12, 2024 at 6:13 AM Sylvain BAYA <sylvain at camix.cm> wrote:
>
> 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
>
>
> 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>
>
> Cordialement,
> __
> |General Operations Coordination,
> |CAMIX -- AS328091 • www.camix.cm
> |Sylvain BAYA.
> |+237 677005341
> |sylvain [AT camix DOT cm]
>
>
> Shalom,
> --sb.
>
>
>
>
> [...]
>
> Regards,
> Kyle Spencer
>
>
> On Mon, Sep 2, 2024 at 3:58 PM Kyle Spencer <kyle at stormzero.com> wrote:
>
> [...]
>
>
>
>
>
> --
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>
>
>
> --
>
> Best Regards !
>
> baya.sylvain [AT cmNOG DOT cm] |
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>


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