This is the longer list that was shared with others who asked for a point by point briefing.
a.) In the forthcoming election the nomcom brought forward only 1 candidate each for two of the seats. This in and of itself is not a violation of the bylaws, however, the bylaws also guarantee the members the right to vote on the floor, via proxy or online. The online voting system is however broken, if you wish to vote in the election at all, you have to cast a vote for all seats, and that includes voting in the affirmative for the seats running unopposed without the option to abstain or object. This we believe is highly prejudicial against the member base that cannot afford to fly to Kampala to exercise a vote via ballot, and because of the limitation of 5 proxies per individual, they will have no option to vote by proxy either, since there simply arent enough proxy holders there.
b.) The election slate further to this was 12 days late, and the bylaws state that election should be run as per the published election time frames and policies set. It did not follow this, and the board chose not to do anything about it, claiming it was a “minor deviation” (12 days on a 30 day time frame is not minor!). To this end a special resolution was proposed before the floor to say – let the members decide if this was a minor deviation of not – and let them vote in the affirmative for the election to continue. The board refused to table that solution citing section 105 of the Mauritian companies act, which plainly, has no relevance since that section only specifies what *must* be tabled by super majority vote rather than a vote by plurality, and does not limit the use of super majority vote for any other issue. We believe that the refusal to table this resolution violates clause 12.14.(ii) of the bylawsc.) The board has opted to appoint an interim CEO who is a.) A Mauritius citizen – in clear violation of 17.3 of the bylaws, and B.) will then be sharing the CFO and CEO position in clear violation of clause 15.6 of the byaws
d.) The bylaws mandate that elections are done for 3 year terms. Because of the none of the above vote last year and the subsequent appointment of board members for an interim one year term – this election is electing for a 2 year term – this is in violation of clause 13.5.(vi) of the bylaws. Furthermore, they cannot elect for a 3 year term under clause 13.6 – since it would break the staggering of the board. As such, the solution here would be for the board to call a special general members meeting and have the members vote for a change in the bylaws – the board has steadfastly refused to call such a meetinge.) Clause 12.11.(xii) defines the right of postal ballot – which the board has not ever offered to the member base – which could have acted as a fallback from the broken electronic system
f.) The minutes of meetings that are published clearly show that the chairman of the organization and another board member chose to act against members of the very same board for publication of a court ruling – claiming violation of NDA – when in fact said document is by law a public document, and as such was an act of bad faith to prevent communication with the members who should be in control of the organization.g.) While the board did publish financials earlier this year – there is a legal requirement for the financials to be circulated with the notice of meeting for an AGMM – this was not done – nor was there any annual report issued. Since anything on the agenda has to be tabled with sufficient information to allow reasoned judgement by members in the notice of meeting – and since the right to discuss both the auditors report and consider the annual report is mandated under clause 7.6.(iii) of the bylaws – this is again a violation of the bylaws.
h.) The board last year refused to table a motion of no confidence in the board itself – which we believe to be a gross misstep for any bottom up organization
As such for all of these reasons (and there are more than this as well) – the view is – we have gotten to a point where it is time to put our foot down and say enough – you have rules – follow them – and if the rules are no longer conducive to business – change them as per the processes defined in those bylaws should the members wish to have those changes exercised (This right to change the rules is enshrined in clause 7.6.(vi) of the bylaws)