Summary

  • AFRINIC's second consultation on its amended Constitution closes on 21 August 2026 at 23:59 UTC; Article 13.6 remains a proposal.
  • A Nomination Committee finding that no eligible candidate is available would automatically deem the outgoing Director reappointed on an interim basis for any Board seat.
  • The interim ends when the next Board election fills that seat; the successor receives only the original term's balance, preserving staggered rotation.
  • The draft gives NomCom meaningful independence, conflict rules, a public call, fixed eligibility criteria and an eligible-candidate list, but Article 13.6 sets no minimum rerun count, hard election date, dedicated no-candidate certificate, rapid independent appeal or member ratification.
  • Mauritius law permits a Constitution to provide an appointment route other than ordinary resolution, so the mechanism is not automatically unlawful; consent, disqualification, notice and Director-duty rules remain relevant.

A negative eligibility decision produces positive office

Article 13.6 is easy to read as a continuity clause. Operationally, it is a conversion rule.

The Nomination Committee first determines that no eligible candidate is available for a seat. That negative finding then produces a positive institutional consequence: the Director holding the seat immediately before term expiry is deemed reappointed. Members do not vote on the extension. The Board does not make a separate appointment. The incumbent remains because the eligibility gateway did not yield an electoral choice.

Unlike Articles 13.9 and 13.10, the seat reaches scheduled expiry; the candidate gate is the hinge.

The draft bounds the benefit. It calls the reappointment interim, ends it at the next Board election that fills the seat and prevents the eventual successor from receiving a fresh three-year term. The successor completes only the original seat's balance, preserving the staggered cycle.

Those limits prevent a failed slate from resetting rotation or giving the incumbent a full term. They do not show how failure is proved or reviewed.

The current Constitution already contains the seed

Automatic reappointment is not invented by the 2026 draft. Current Article 13.8 says that when there is no eligible candidate for a particular region, the Director in that seat is deemed reappointed until the next election for any seat.

The proposed text changes three things. It applies to any Board seat rather than a particular regional seat. It expressly makes the Nomination Committee's determination the trigger. It also tells the next elected Director to serve only the original term's balance.

It is therefore neither wholly new nor unlimited. It is an expanded, more carefully drafted exception whose eligibility-to-tenure conversion still lacks a separate review stage.

NomCom gains real protection from Board direction

The draft does more than assign power to a committee. Articles 9.1 to 9.6 build constraints around it.

NomCom members cannot be candidates, cannot be domiciled in a region whose office is being filled and cannot hold interests that impair, or appear to impair, independence. The committee is administratively accountable to the Board for budget and support, but the Board and Chief Executive Officer may not direct its nomination decisions.

NomCom must issue a public call, use best efforts to produce a satisfactory slate, verify eligibility and written consent, assess only stated fields and publish the eligible-candidate list. Article 9.6 closes the list of permissible assessment criteria instead of letting the committee invent new ones later.

These are material improvements. They reduce Board control and make the eligible side visible. If the eligible list is empty, Article 13.6 requires no certificate showing the search period, distribution, reopenings, privacy-safe rejection categories or replacement-election date.

Interim needs a calendar

The clause says the incumbent remains until the conclusion of the next Board election conducted under the Constitution, at which a Director is elected to that seat. It gives no maximum number of days.

That omission matters because Article 9.8 separately contemplates cancellation and restart of an election when the Nomination Committee is revoked. Article 13.6 does not say what happens to the deemed reappointment if a replacement process is delayed, cancelled or restarted. Nor does it give members an automatic trigger to open a new call.

A credible rule could require two public calls, a minimum window, a dated no-candidate certificate, an immediate rerun and a hard certification deadline. Continuity would remain, but “interim” would become measurable.

Without dates, the same body that closes the candidate gate also determines when the fact supporting continued office is complete. NomCom's independence from the Board helps, but independence does not remove the agency problem. A high-consequence decision still needs a remedy that is external to the first decision-maker.

Eligibility review must precede tenure effect

The draft requires NomCom to verify constitutional and statutory qualifications. It may interview candidates, and it must publish those who are eligible. It does not name a rapid independent reviewer for a disputed exclusion before the incumbent's term expires.

The answer is not to publish private files. A privacy-safe record can state the rule, deficiency category, notice, chance to correct, recusal, date and appeal result.

Review after the interim Director exercises power cannot restore the lost election. The remedy should briefly condition automatic effect while preserving emergency continuity.

Under Heng Lu's reality-layer test, “independent”, “transparent” and “free and fair” remain symbolic until a candidate or member can invoke a written path that changes the outcome. Executable rights require a file, clock and reviewer who can reverse the gate.

The Companies Act supplies boundaries, not a verdict

Mauritius Companies Act section 135 makes ordinary resolution the default for subsequent Directors unless the Constitution provides otherwise. A constitutional automatic-reappointment clause is therefore not unlawful merely because members do not pass a fresh ordinary resolution.

Section 137 also does not create a general ban. Its automatic-reappointment language addresses the specific consequence of a resolution that violates the individual-vote rule, and the draft separately says section 137(1) would not apply to AFRINIC.

Other safeguards remain. Section 134 requires written consent and non-disqualification certification. Section 139 governs vacation of office, section 142 company notices and section 143 compliance, good faith, proper purpose and care.

Article 13.6 does not say whether a fresh consent and certification are recorded for deemed reappointment. That is a drafting question, not proof of invalidity. The safe fix is explicit: obtain and publish confirmation that the interim Director consents, remains qualified and has been recorded in the required company filings.

Continuity does not grant a mandate

AFRINIC's rationale says the revisions seek continuity, democratic accountability, regular renewal and a representative, resilient Board. The draft's safeguards show serious work toward those goals. The institution's own 2025 annual report also says staff sustained critical services, generally above 99.7 per cent availability, through more than three years without a CEO or quorate Board.

That does not make elected governance unnecessary. It shows that registry continuity and Director continuity are different propositions.

The narrow fix is a verifiable failed search, public no-candidate record, fast independent review, scheduled rerun, confirmed consent and qualification, and member ratification if the extension crosses the next General Members Meeting.

No future Article 13.6 can cure a separate authority dispute. Adoption would not retrospectively validate the purported Board, the Receiver, supporters, transfer lock-in, historical expenditure, invoices or the reported US$1,000 hourly legal-fee term. NRS's challenges remain attributed demands for an authority and spending record, not adjudicated findings in this packet. The draft supplies no basis to accuse a current Director, NomCom member or supporter of engineering an empty slate.

The consultation closes on 21 August at 23:59 UTC. Before that deadline, members can insist that a no-candidate finding remain a temporary continuity fact, not a self-executing substitute for their vote.

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Further reading