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NOTICE TO CALL SPECIAL GENERAL MEETING PURSUANT TO CLAUSE 7.6 OF THE BYLAWS

Pursuant to Clause 7.6 of the Bylaws, the undersigned, representing not less than 5% of the Resource Members, hereby formally gives notice to the Board of the African Network Information Centre (AfriNIC) Ltd, to call a Special General Members’ Meeting, for the purpose of considering and, if thought fit, passing at that meeting (or at any adjournment thereof) resolutions pertaining to the ordinary business of the Company, as follows:

1.    That the employment of Eddy Mabano Kayihura as the Chief Executive Officer be suspended                  with  immediate effect;

2.    That the term of office of the current Directors for Seats 1, 2, 4, 5, 7 and 9 will expire on the                date of the forthcoming Annual General Member Meeting;

3.    That the Nomination Committee NomCom will accept nominations for Seats 1, 2, 4, 5, 7 and 9 on         new dates to be resolved upon;

4.    That the forthcoming Annual general Member Meeting be postponed pending determination of            the above at the Special General Members’ Meeting.

Signed on behalf of

Dated this

of June 2022

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Kindly also sign this Notice in addition to the petition.

ADDITIONAL NOTICE UNDER CLAUSE 7.6 OF THE BYLAWS AND SECTION 116 OF THE COMPANIES ACT 2001

Further to our Notice to call for a Special General Members’ Meeting , we would like to add the following to the Agenda:

 

1. All powers of the Board of Directors of AFRINIC shall be suspended pending the new elections.

 

2. All seats on the Board of Directors shall be up for re-election in accordance with the Bylaws (Constitution).

 

3. The powers of the Nomination Committee shall be suspended and all candidates who postulated for the upcoming elections shall automatically be entitled to stand as candidates. The following resolutions will be proposed in the special general meeting.

 

4. Whereas by way of Board Resolution bearing reference 202202.676, the term of office for Elected Director holding Seat 6 was extended by one additional year. Whereas a five Elected Directors voted in favour of that resolution. It is resolved that pursuant to the Bylaws, the Board is not empowered to extend the term of office of any of its elected directors and therefore Board Resolution bearing reference 202202.676 is annulled and is of no effect. It is further resolved that all of the directors who voted for Board Resolution bearing reference 202202.676 be suspended with immediate effect. 

 

5. Whereas the Board has recommended that only 3 seats be put up for election at the Annual General Members’ Meeting scheduled for the 22 June 2022 and any other day. It is resolved that the election of the 3rd June 2022 be annulled with immediate effect on the ground of unlawfulness in the selection process by the Nomination Committee. It is further resolved that in line with the Bylaws, all of the Seats should be put up for election at the next Annual General Members’ Meeting. 

 

6. Whereas given that there is no confidence in the Board as presently composed, it is resolved that the next Annual General Members’ Meeting be held on or before 27th June and that the selection of candidate and the election process be supervised by an independent body and that meeting be chaired by an independent purpose in the name of Pui Kit Cheng.

Signed on behalf of

Dated this

of June 2022

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