Summary

  • AFRINIC scheduled Ordinary Resolutions III to VI for 25 June 2026, asking members to approve audited financial statements for 2022 through 2025.
  • On 10 August, the located public AGMM page still contained the notice and proposed resolutions, but no vote result, tally or minutes for the meeting.
  • AFRINIC's published expense data records about $3.29 million in legal spending across those four years, including $2.148 million paid to C&A Law in 2022 and 2023.
  • A disclosed 2021 engagement letter states a $1,000 hourly professional fee, before 15% VAT and disbursements; public invoices, time entries and transaction-by-transaction approval records have not been located.
  • Approval of audited accounts would record a member decision. It would not, by itself, show who had authority to instruct each matter, approve each invoice or make each payment.

Forty-six days without the operative record

AFRINIC's 2026 Annual General Members' Meeting notice is precise about what members were asked to do. On 25 June in Nairobi, they were due to consider four ordinary resolutions approving the registry's audited financial statements for the years ended 2022, 2023, 2024 and 2025.

The public page is much less precise about what happened next. Checked on 10 August, it still presents the agenda, document links and proposed language for Resolutions III to VI. It does not publish the outcome of those resolutions, a vote count or the 2026 meeting minutes. That is a 46-day disclosure gap on a decision touching several years of exceptional legal expenditure.

The bounded finding is not that the resolutions passed, failed or were never called. None of those conclusions is established by the located page. The finding is that members and outside resource holders cannot verify the result from AFRINIC's own public AGMM record.

That absence matters because an approval motion is not ceremonial housekeeping when the underlying accounts contain disputed spending. A public institution can ask observers to trust that a meeting happened. A membership corporation asking members to endorse four years of accounts must show the operative decision.

The accounts establish cost, not authority

AFRINIC's own expense disclosure lists legal fees of roughly $1.25 million in 2022, $1.134 million in 2023, $27,322 in 2024 and $877,929 in 2025. The four-year total is about $3.29 million. The same page attributes $1,083,750 to C&A Law in 2022 and $1,064,309 in 2023—a two-year total of $2,148,059.

Those figures answer an accounting question: what expense did the organisation recognise? They do not answer the governance question: who had lawful corporate authority, at the relevant time, to instruct counsel, accept a rate, approve the work, authorise an invoice and release payment?

That distinction is the centre of the story. A disclosed C&A Law engagement letter dated 20 October 2021 and accepted for AFRINIC five days later states professional fees of $1,000 per hour, excluding 15% VAT and disbursements. It also says at least two members of the firm would remain available with direct and continuous involvement. The document, as described by NRS and reproduced in earlier BTW reporting, does not establish that two lawyers were simultaneously billed at $1,000 each. NRS explicitly treats a possible combined $2,000 exposure as unproved because invoices and time records are absent.

The correct demand is therefore documentary, not speculative: publish who worked, when, for how long, on which matter, at what approved rate, with which disbursements, under whose instruction, and with whose payment approval. Without that ledger, neither defenders nor critics can test value, duplication or authority transaction by transaction.

A later vote cannot manufacture the missing chain

NRS urged members to reject the four resolutions until those records were released and an independent forensic review was commissioned. That is an advocacy position, not a judgment. It nevertheless identifies a hard corporate-control problem: an audit opinion tests financial statements under an audit mandate; it is not a substitute for the legal instrument authorising every underlying commitment.

Nor should a later membership vote be described casually as a cure. If the resolutions passed, the precise legal effect would depend on Mauritian law, the wording put to members, disclosure before the vote and the authority of the meeting itself. The public result is missing, so even that threshold cannot be checked.

AFRINIC's own March update makes the authority setting unusually sensitive. The organisation said the directors elected in September 2025 had resumed duty, while also acknowledging that the court-appointed receiver was still awaiting formal discharge and that proceedings sought to invalidate the directors' appointments. AFRINIC calls those challenges damaging litigation. The litigation's existence is still a fact that prevents a press release from serving as final judicial validation.

The same structure also moved on exit

The spending controversy does not stand alone. On 4 February, the current governance structure ratified transfer proposal 2020-GEN-006-D3. The policy classifies AFRINIC-pool resources so they can transfer only within the region. Its own financial assessment says this means AFRINIC will not lose current resource members to other RIRs through outgoing transfers.

That sentence reveals the control surface: exit. AFRINIC says the policy is a community-developed coordination instrument. Its text also protects institutional membership retention by restricting the mobility of member-held resources. A board whose authority remains challenged therefore made an economically consequential choice before the disputes around its own position were resolved.

The legal-spend resolutions raise the same structural question in another form. Who gets to validate the past, control the record and define what members may do next? Calling one act an audit and another consensus does not answer who bore the cost or who consented.

Publication is the minimum remedy

AFRINIC can narrow the dispute without disclosing privileged legal advice. It can publish the 2026 AGMM minutes, the result and tally for each resolution, the number of eligible and participating members, and any objection entered into the record. It can disclose a matter-level spending ledger containing engagement authority, approver, budget, hours, rate, disbursements, payment approval and outcome, with privileged merits redacted.

Until then, the public record supports a firm but limited conclusion. Approximately $3.29 million is disclosed. A $1,000 hourly term is documented. The outcome of the member vote and the authority chain behind the payments are not publicly established by the located records.

For a deeper member-unit analysis of what the expenditure meant, read BTW Research: AFRINIC's Legal Spend per Active Member.

Sources