Summary

  • AfriNIC’s September 2004 board resolutions authorized founding CEO Adiel Akplogan to enter financial transactions under a delegation policy, with an express exception for board-approved contracts above a $30,000 limitation.
  • In May 2005 the board named Akplogan, a board representative and the CFO as bank-account signatories and sent the resolutions to its bankers. By July 2009, any transaction above $50,000 required board approval.

“Chief executive” sounds like a complete set of keys. AfriNIC’s 2004 board resolutions show how carefully the keys were cut. In May, an interim board recommended that Adiel Akplogan be formally appointed CEO once a formal board was elected. In September, the board adopted its first delegation-of-authority document. It then authorized him, as CEO, to enter financial transactions under that document’s limits. The stated exception was a contract above the $30,000 limit that the board itself had approved.

That distinction matters more than the round number. The board did not write a blank cheque to its founding executive. Nor did it freeze him out of larger work. It kept the approval decision for the exceptional contract and gave the CEO a route to carry that decision into a transaction. A separate September resolution named Viv Padayatchy as the board’s signatory for financial documents under the same authority policy.

The May 2005 resolutions turned the arrangement toward the bank. They named three people as account signatories: Akplogan as CEO, Padayatchy as board representative and Harish Gowrisunkur as CFO. Each was bound to the authorization policy; the bankers were to receive the policy and resolutions. The board repeated the exception for its approved contracts above $30,000. These were not ceremonial names on a founding photograph. They were a written chain from board decision to people a bank could recognize.

By July 2009, the board listed four signatories and a different threshold. Any transaction above USD 50,000, or its equivalent, needed board approval. The wording changed as well as the number: the earlier exception concerned board-approved contractual agreements above $30,000; the later rule spoke of any transaction above $50,000. Calling that only a $20,000 raise would miss the wider category of action covered by the later sentence.

The public resolutions do not reproduce the full delegation table or a ledger of individual payments. Those documents would show the exact signing combination for a given transfer. What the resolutions do show is the founder’s operating authority with a visible institutional edge: Akplogan could act for AfriNIC, while the board kept decisions above specified lines in its own hands.