Summary

  • AFRINIC's 2025 Board election was conducted under a court-appointed Receiver, Mr Vikash G Dabee, whose election authority the Election Guidelines describe as conferred exclusively by the Supreme Court of Mauritius [1] [2].
  • The in-force 2020 Bylaws govern what was rebuilt: a nine-director Board, with six sub-regional seats, two competency seats, and the CEO as the ninth ex officio seat [0] [2] [8].
  • A draft amended Constitution proposes a "Business Continuity Mechanism" (draft Article 13.10) deeming remaining directors a quorum; that provision is a draft, not an in-force instrument, and cannot be cited as the operative fix [1].
  • The 23 June 2025 election was annulled by the Receiver over suspected irregularities including Powers of Attorney; new elections were ordered to be held no later than 30 September 2025 [4].
  • On 5 September 2025, in Cloud Innovation Ltd v G Dabee & Anor (SC/COM/WRT/000599/2025), the Supreme Court ordered the Receiver to proceed with the 12 September 2025 election under Electoral Commissioner supervision [5].

The instrument that governed

AFRINIC's governing instrument is the 2020 Bylaws (Constitution), effective December 2020. Three of its provisions carry the load of this story. Article 13 governs the appointment of directors and the calling of a members' meeting where vacancies occur — expiry of term, removal or resignation, disqualification, untimely death, or the filing of a casual vacancy [0]. Article 13.14 allows the Board, subject to Article 13.10, to appoint any person to fill a casual vacancy arising under Article 14.1(ii), (iii) or (iv), with that director holding office only until the next AGMM at which directors are elected [0].

Article 19.6 sets Board quorum at a majority of directors, not fewer than five, with a reduced quorum of not less than three at an adjourned meeting [0].

The 2025 Election Guidelines were drafted pursuant to Bylaws Article 13.2 and state their own scope in precise terms: they are produced "for the specific and limited purpose of reconstituting the Board by way of Election and for the appointment of a CEO in the absence of any directors currently in office." Because AFRINIC had no directors in office, the Guidelines deem the Receiver to exercise all the powers of the Board for the purposes of the election [1] [2].

Seat composition follows the Bylaws structure: eight seats elected by members from seats 1 to 8 (regionally designated from Northern, Western, Indian Ocean, Central, Southern and Eastern Africa, plus two region-independent seats), and seat 9 held by the CEO ex officio, appointed by the majority of directors holding seats 1 to 8 [2] [8]. Elected directors serve terms not exceeding three years [2] [8].

What did not govern

The Bylaws Review Committee's draft proposed amended Constitution contains an Article 13.10 "Business Continuity Mechanism": where the number of directors in office falls below the required quorum, the remaining director or directors would be "deemed to constitute a quorum," solely to restore a quorate composition [1]. The draft also restructures the casual-vacancy provisions (draft 13.9, distinguishing unexpired terms over one year from one year or less) and revises Article 17 to replace the host-country nationality bar on the CEO office with a conflict-of-interest test, plus an acting-CEO provision [1].

None of this is in force. The current Bylaws retain Article 17.2's removal of the CEO by an affirmative vote of two-thirds of all other Directors and Article 17.3's ineligibility of nationals of the headquarters host country for the CEO office [0].

The distinction matters. Under the in-force Bylaws, an empty board cannot act at all — quorum requires at least five directors. What filled the gap was not an internal continuity clause but an external grant of authority: a Mauritius court order, a Receiver, and bylaws provisions (Article 13.2) that the Receiver used as the procedural basis for the election. Continuity here was continuity by supervision, not by instrument.

The Receiver's mandate and the court's supervision

Mr Gowtamsingh/Vikash G Dabee was appointed Receiver in lieu of the Official Receiver pursuant to a Bankruptcy Division order bearing cause number SC/COM/MOT/000082/2025, with a mandate to secure the company's assets and to see to it that the Board is reconstituted in accordance with its Bylaws, pursuant to Section 187 of the Insolvency Act 2009 [7].

The first election attempt failed in law. On 23 June 2025 the Receiver annulled the election results, citing suspected irregularities including the use of Powers of Attorney, reported the matter to the Supreme Court, and obtained an extension of his mandate requiring new elections no later than 30 September 2025 [4]. On 20 June 2025, ICANN reported a separate court ruling requiring the Receiver to issue a communiqué to resource members about the erroneous registration of Cloud Innovation Ltd as a member and about how the NomCom was set up in the absence of a board — a party-framed account of an interim order, not a merits judgment [6].

Then on 5 September 2025, in Cloud Innovation Ltd v G Dabee & Anor (SC/COM/WRT/000599/2025), the court ordered the Receiver to proceed with the election process in the presence of an Electoral Commissioner who would oversee and supervise the 12 September 2025 vote "with a view to ensuring that the election process is carried out in a free and fair manner" [5].

A signed version of the Election Guidelines dated 6 September 2025 states that it replaces and supersedes the guidelines published in July 2025, introducing further precision without affecting the voter registration process [3]. Voting was conducted entirely online through the Voatz platform, with proxy and Power of Attorney votes excluded [1] [2].

Why the provision-level reading matters

Governance commentary on AFRINIC has often blurred two different questions: whether the institution survived (it did, under receivership), and which written provisions authorised the survival mechanism (the Bylaws' vacancy provisions operated under court conferral, not the draft continuity clause). For registry members, the operative reading is that Articles 13.2 and 13.14 of the 2020 Bylaws, plus a court order, did the work that a draft Business Continuity Mechanism was later proposed to regularise.

For anyone drafting institutional bylaws, the draft's 13.10 clause is instructive precisely because it was unavailable when needed — it addresses a gap the institution had to cross under judicial supervision instead.

The factual record here is largely receivership-corridor documentation: Receiver communiqués, election guidelines, and court orders quoted by interested parties. ICANN's 20 June 2025 announcement is advocacy-toned and quotes the court rather than reproducing the judgment; the 5 September order is quoted in an AFRINIC announcement, not in the primary judgment text [5] [6]. The date-attribution discipline used in this article is deliberate: no claim is bound to a source published after the event it describes.

Sources

  1. AFRINIC Bylaws (Constitution) 2020
  2. Draft Proposed Amended AFRINIC Constitution (BRC)
  3. AFRINIC Election Guidelines 2025 (svn.afrinic.net)
  4. Election Guidelines, signed version of 6 September 2025
  5. Receiver announcement: annulment of the 23 June 2025 election
  6. AFRINIC announcement, 6 September 2025: court-ordered election of 12 September
  7. ICANN announcement, 20 June 2025
  8. AFNOG mailing list, August 2025: Receiver appointment mandate
  9. AFRINIC Board Election 2025 page