Summary

  • AFRINIC is taking comments on its second draft Constitution until 21 August 2026 at 23:59 UTC; the proposal is not in force.
  • New Article 13.10 would treat the remaining director or directors as a quorum when the number in office falls below the normal minimum of five.
  • The exceptional power is expressly confined to organising and conducting elections that restore a quorate Board, plus necessary incidental or consequential matters, and ends when quorum returns.
  • The clause gives no itemised list of related acts, fixed election clock, independent scope referee, dedicated publication timetable or post-restoration review.
  • Mauritius law preserves a court appointment route when constitutional appointment is impossible or impracticable; the internal mechanism does not erase it.

One director could become a quorum, not a general Board

AFRINIC’s latest constitutional draft contains a direct response to institutional paralysis. Article 13.10 says that whenever the number of directors in office falls below the quorum required for Board meetings, the remaining director or directors will, as an exceptional measure, be deemed a quorum.

The ordinary rule is clear. Draft Article 19.6 defines quorum as a majority of directors and never fewer than five. Because Article 13.10 sets no lower numerical floor and uses both the singular and plural, its wording can cover one, two, three or four remaining directors. If none remains, however, the clause identifies no actor who can use it.

That arithmetic is only half the story. The special quorum exists “solely” to restore the Board through elections and for matters necessary, incidental or consequential to organising and conducting them. It ends when enough directors have been elected and appointed to restore quorum.

Those words are genuine restraints. They do not permit one director to run AFRINIC generally, change number-resource policy, approve unrestricted expenditure, amend the Constitution or validate an earlier act. Any report that turns Article 13.10 into a general one-person Board power would misstate the draft.

The hard question sits inside “incidental or consequential”

An election is not one act. Someone must decide the calendar, activate nomination and election bodies, procure systems, authorise communications, control access to records, resolve operational disputes, approve necessary costs and certify when sufficient seats have been filled.

Article 13.10 does not itemise which of these steps falls inside its boundary. It does not specify whether every exceptional act must occur at a minuted meeting, through a written resolution or in another form. It gives no fixed date by which voting must begin or end, and names no independent administrator or scope referee.

That does not make the mechanism unlimited or illegal. “Necessary,” “incidental” and “consequential” remain limiting words, and directors remain subject to statute and the Constitution. But a limit interpreted and recorded only by the people exercising the power is weaker than a limit members can inspect.

A workable repair would list the authorised acts, prohibit unrelated policy and financial decisions, impose a timetable, publish a non-confidential action-and-cost ledger, disclose conflicts and require independent certification of the result. The purpose is not to obstruct restoration. It is to prevent restoration power from defining its own perimeter.

The draft adds a publication safeguard, but not a special-route clock

The wider rewrite deserves credit. Draft Article 19.10 would require accurate Board minutes and publication of approved minutes—or an appropriate redacted version—as soon as reasonably practicable, subject to law, privilege, confidentiality and sensitive information.

That is stronger than the current Constitution’s short minutes rule. Yet Article 13.10 does not say when the exceptional actors must meet, when their record must be approved, whether a replacement Board controls that approval, or when members see the record. In a restoration process, delayed visibility can arrive only after the decisive choices have hardened.

The present Constitution offers no equivalent to Article 13.10. Current Article 13.14 allows the Board to fill certain casual vacancies before the next AGMM, while the current definition of “Board” requires directors acting together in a number not below quorum. The proposed mechanism therefore changes the location of executable recovery power; it is not merely editorial housekeeping.

Mauritius law keeps a court route outside the new mechanism

The Companies Act supplies a second recovery layer. Section 132 requires at least one director ordinarily resident in Mauritius. Section 136 says a shareholder or creditor may ask the Court to appoint one or more directors when there are no directors, or fewer than quorum, and appointment under the Constitution or the last-director provision is impossible or impracticable. The Court may attach terms it considers fit.

Section 140 separately prevents a sole director’s resignation from taking effect before a shareholders’ meeting is called to receive notice and appoint a replacement, with a one-month meeting rule for the stated last-director circumstances. Section 143 keeps every director within the Act, the Constitution, proper purpose, good faith and the required standard of care.

Article 13.10 could make internal restoration possible before a section 136 application becomes necessary. It cannot abolish the court route where its own process is impossible or impracticable. Nor does the existence of judicial fallback prove that every internal election choice is valid.

This distinction follows Heng Lu’s reality-layer doctrine: consultation language is symbolic until adopted, while the Constitution, statute, court orders and completed election acts occupy different executable layers. Calling a mechanism “business continuity” does not answer who can enforce its boundary.

AFRINIC’s own history explains the urgency—and the accountability risk

AFRINIC’s 2025 annual report says staff maintained operations for more than three years without a CEO and without a quorate Board. It reports that critical services continued and were typically above 99.7% availability during 2025. That is counterevidence to any claim that every governance gap automatically stops the registry.

The same report gives AFRINIC’s account of Receiver appointments, failed and completed election efforts and continuing litigation. Its Board page lists the individuals AFRINIC currently presents as directors. Those publications establish AFRINIC’s narrative and records; they do not resolve the disputed authority of the purported Board or validate the Receiver’s acts.

The draft rationale says Article 13 should combine continuity, democratic accountability, representation and resilience. The operative test is simpler: can members see who exercised the exceptional power, on what legal basis, at what cost, under which conflicts, by what deadline and with which route to correction?

Agency analysis matters because the remaining directors would control the gateway by which a normal Board returns. Members cast the election vote, candidates bear process consequences, and staff and resource holders absorb continuity and trust costs. Authority and downside sit with different people unless the decision trail reconnects them.

Restoration cannot be used as retrospective validation

NRS disputes the authority of AFRINIC’s current purported Board and demands the authority chain, invoices and legal-expenditure records. LARUS warns that coordination becomes structural power when operators cannot constrain a registry they depend on. Those positions are central to the accountability test but remain attributed claims, not court findings supplied by this packet.

BTW reported a historical legal engagement term of US$1,000 per hour. That reporting shows why exceptional costs and approvals should be traceable. The frozen evidence does not establish that the rate was adjudicated illegal, and Article 13.10 supplies no basis to invent fraud, corruption or motive.

Most importantly, a future adoption cannot retrospectively validate the purported Board, the Receiver, supporters, transfer lock-in, past spending or invoices. The packet contains no evidence that Article 13.10 has been used or that AFRINIC currently has fewer than five directors in office.

Before comments close, members can demand a continuity mechanism that remains narrow under pressure: an exhaustive authority list, independent election administration, fixed dates, public scope and cost records, conflict disclosure, judicial availability and mandatory review once the ordinary quorum is restored. Continuity should restore accountable power, not create a temporary source of authority that certifies itself.

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Further reading