This document contains 8 proposed special resolutions to amend the bylaws of AFRINIC. Resolution 1 proposes limiting board member terms to 2 terms maximum to encourage turnover and fresh perspectives. Resolution 2 proposes requiring a confirmation vote for any candidate running unopposed. Resolution 3 proposes that directors must remain resident in the region they represent. Resolution 4 proposes restricting voting for regional seats to members in that region. Resolution 5 clarifies the nomination committee's powers. Resolution 6 defines 'meeting participation'. Resolution 7 reduces the council of elders size from 6 to 3 members. Resolution 8 expands council of elders eligibility to include past CEOs serving 5+ years.

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ADDENDUM to agmm2015 Agenda item 6.0
Special resolution proposed by member
Received on 9 May 2015 from Andrew Alston
Special Resolution 1 (SR1):
Introduction:
In order to ensure that there is sufficient turn over on the board, and
to ensure that the board is regularly injected with fresh perspective
and ideas, it is necessary to limit the term lengths of board members
to a maximum of two terms before a substantial break is taken. This
is in line with global best practice.
Resolution:
This resolution amends clause 13.10 of the Bylaws to include the
following:
13.10
vii. No person who has served 2 terms as a primary director shall be
eligible for election for a period of not less than 6 years after
the expiry of the previous term.
For the avoidance of doubt this resolution shall come into immediate
effect.
Special Resolution 2 (SR2):
Special Resolution for the amendment of clause 12.11 of the bylaws.
Introduction:
At current, in the event of there being a single candidate in the case
of any election, such a candidate would be automatically approved.
Neither the current bylaws nor the Mauritian companies act specify that
there be a confirming vote in the case of a single candidate. This
reduces the ability of the community to reject a candidate should they
feel that the candidate is not suitable. This resolution seeks to
amend the bylaws to rectify this situation.
Resolution:
This resolution amends clause 12.11 of the bylaws to include the
following:

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12.11
xiii. In the event of there being only a single standing candidate in
an election, a confirmation resolution requiring a simple
majority to pass shall be called.
xiv. Failure of the confirmation resolution, referenced in 12.11.xii,
shall invalidate the election of the candidate and a new election
shall be called.
For the avoidance of doubt this resolution shall come into immediate
effect.
Special Resolution 3 (SR3):
Special Resolution for the Amendment of Clause 14.1 of the bylaws.
Introduction:
AFRINIC as an organisation has always believed in having a board that
is compromised of representatives for each of the geographic regions.
This is done so as to ensure that the views of each part of the
continent are adequately and fairly represented on the board, and to
avoid a situation where one section of the continent has dominance
over the direction that AFRINIC takes. When an individual gets
elected by a region to represent them, it is critical that that
individual continues to represent the region through their term.
Therefore, this resolution proposes that directors must, for the
duration of their terms, be resident in the area that they were
elected to represent, and geographically relocating away from the
region should amount to forfeit of their seat on the board.
Resolution:
This resolution amends clause 14.1 of the bylaws to include the
following:
14.1
vi Without prejudice to Article 14.1(i), Until such time as he
ceases to be resident in the geographic region that he was
elected to represent.
For the avoidance of doubt, this resolution if passes shall come into
effect for any directors not yet elected and does not apply to
currently sitting directors.
Special Resolution 4 (SR4):
Special Resolution for Amendment of Clause 7 of the bylaws.
Introduction:
As an organisation, AFRINIC has always believed in having geographic
representation from specially defined areas. It requires that
directors nominated to fill geographic seats be resident in the areas
they are nominated to serve. However, at current it is possible for
nominators to be outside of those regions, and to be elected entirely

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on the votes of members from outside the region they will be
representing. This effectively creates a situation where the
geographic representation can be made null and void through the voting
power of certain larger geographic regions. As such, this resolution
proposes a change to the election mechanism to rectify this, by
stating that when electing geographically specific seats, only members
who have domicile within the specific geographic region will be
eligible to vote for that regions candidate. Further more, it states
that only members who have domicile within the specific geographic
region have the right to delegate voting power through proxy for the
purposes of election.
Resolution:
This resolution amends section 7 of the bylaws.
Section 7.2 is amended to read:
7.2 The members shall be entitled:
(i) in the case of an election for a geographically representative
seat, by majority vote of members domiciled in the geographic
region relevant to the seat being voted for, on the day of each
Annual General Members’ Meeting, to elect the directors of the
company in accordance with Article 13.5 below; and
(ii) in the case of an election for a geographically independent seat,
by majority vote of all members in good standing, on the day of
the Annual General Members’ Meeting, to elect the directors of
the company in accordance with Article 13.5 below; and
(iii) at each Annual General Members’ Meeting, to discuss and comment
on the general policies of the Company on such issues and for
such a time as shall be reasonably allowed by the chairperson of
the Annual General Members’ Meeting.
For the avoidance of doubt, and to avoid complexity in the election
process, this resolution if passed shall come into effect at the next
election held, with the exclusion of an election passed at the AGMM
where this resolution is passed.
Special Resolution 5 (SR5):
Special Resolution for the amendment of clause 9 of the bylaws.
Introduction:
For the removal of ambiguity and to avoid potential confusion and
resolve conflict over the nominations process, the following
resolution amends the bylaws to clarify the powers of the nomcom, and
to ensure a bottom up approach that ensures the community shall be
able to nominate and elect directors of their choosing without
prejudice or interference.
Resolution:
This resolution amends article 9 of the bylaws: In Section 9.3(ii),
the existing sub-part (a) is retained, the existing sub-part (b) is
replaced two new sub-parts (b) and (c), and the existing sub-parts (c)

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and (d) are re-numbered to (d) and (e) respectively. The new text will
read as follows:
9.3
(ii) In the discharge of its function under Article 9.3(i) above, the
NomCom:
a) shall call for candidates for elections held by AFRINIC;
b) Shall ensure the candidates meet the eligibility requirements
as specified in article 13.10 of the bylaws.
c) NomCom may, dependent on a resolution of the board, apply
additional eligibility requirements, on the provision that
they are related to the additional criteria as specified in
section 13.12 of the bylaws.
d) may interview candidates prior to finalising the list of
candidature; and
e) shall finalise the list of candidates for any election held
by AFRINIC.
For avoidance of doubt this resolution shall come into effect at the
next election following the AGMM where this resolution is passed.
Special Resolution 6 (SR6):
Special Resolution for the amendment of section 1.1 of the bylaws.
Introduction:
For the avoidance of doubt, this adds a definition of the word
‘participate’ and the words ‘participation’ to the definitions within
the bylaws.
Resolution:
Meeting Participation in Section 1.1 of the bylaws is defined as:
Meeting Participation: Showing an active interest in the
activities of a general meeting, either through attendance in
person, or online, or via sending a designated representative of
the member to an AFRINIC meeting.
For the avoidance of doubt this resolution shall come into immediate
effect.
Special Resolution 7 (SR7):
Special Resolution for the amendment of section 16 of the bylaws.
Introduction:
The council of Elders exists to provide advice on request to the board,
and is designed to provide backstopping to the board and knowledge
retention. Currently the council of elders is formed of former chairs
of the board and specifies that members of the council should have
served at least one full term in the capacity of chair of the board.
Due to this, and the fact that a full term is 3 years, this means that

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the members can reside on the council of elders for 18 years. It can
be argued that this is excessive. Hence, until this resolution, the
number of members of the council will be changed to three, to provide 9
years of backstopping which is more than sufficient.

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Resolution:
Article 16.2 of the Bylaws is amended to read:
16.2 First in First out principle will be used to ensure that the
number of members of the council does not exceed three (3).
The introduction to article 16 of the Bylaws is also amended to change
the number ‘six (6)’ to the number ‘three (3)’.
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Received on 11 May 2015 from Andrew Alston
Special Resolution 8 (SR8):
Introduction:
In Clause 16.1 of the bylaws former chairs of the board are eligible
for membership of the council of elders after 1 full term. This
creates ambiguity since the term of chairmanship is undefined.
Furthermore, in order to give recognition to past CEO’s who have served
the company with distinction, it would be a sign of recognition to
include such individuals on the council of elders. Both of these
issues can be addressed in a single resolution that modifies a single
point in the bylaws, hence this resolution.
Resolution:
Clause 16.1 of the Bylaws is amended to read:
16.1 Membership of the Council of Elders shall be opened to such
former Chairpersons who served at least in that capacity, as well
as former Chief Executive Officers who served for a period of no
less than five years.
The Introduction to Clause 16 is also amended to change from the words
former Chairpersons of AFRINIC who have left the Board
to the words
former Chairpersons and/or former Chief Executive Officers of
AFRINIC who have vacated their positions.
The definition of Council of Elders in Section 1.1 is also amended to
read:
Council of Elders: A non-executive and ad hoc committee appointed
by the Board, comprising former chairpersons and/or former chief
executive officers of AFRINIC who have vacated their positions.
For the avoidance of doubt this resolution shall come into immediate
effect.