Summary

  • AFRINIC is accepting comments on its second draft Constitution until 21 August 2026 at 23:59 UTC; it is not adopted.
  • Article 17.2 retains word for word the existing rule allowing two-thirds of all directors other than the CEO to remove the CEO, subject to labour law.
  • With all nine Board seats occupied, the CEO is excluded from a voting pool of eight and at least six affirmative votes would satisfy the threshold.
  • The same draft adds “justifiable cause” to the general director-removal route in Article 14.1(c), yet Article 17.2 states no Constitution-level cause or decision procedure; termination of CEO employment also ends the Seat 9 directorship under Article 14.1(e).
  • Labour law and contract may supply private rights, but Article 17.2 requires no member-visible, non-confidential decision record.

The news is the decision not to change the clause

AFRINIC says Article 17 underwent a comprehensive review. Yet proposed Article 17.2 reproduces the current CEO-removal sentence word for word. The consultation therefore does not introduce a new supermajority; it retains an existing power inside a wider rewrite.

The threshold provides two safeguards: the CEO cannot vote and a bare majority cannot carry removal. Article 13 assigns the CEO Seat 9. With all nine seats occupied, eight other directors vote and six affirmative votes meet two-thirds. That arithmetic states the full-Board case, not every vacancy scenario.

Yet a high threshold answers only how many people can exercise power. It does not reveal the reason they acted, the material they considered, whether any director recused, how the affected executive answered, whether applicable law was checked or how operational succession was secured. A vote rule is not a decision record.

One draft, two languages of removal

The draft adds “for justifiable cause” to Article 14.1(c), the general two-thirds route for removing a director. Its rationale invokes procedural fairness, natural justice and legal certainty.

Article 17.2 receives none of that wording. Current and draft Article 14.1(e) also end the CEO’s directorship when the Board terminates the employment. One decision thus ends the executive role and Seat 9.

The asymmetry does not prove that dismissal without cause or process would be lawful, or that Article 14.1(c) automatically governs or invalidates Article 17.2. Labour law and contract may add protections the Constitution does not repeat.

The constitutional question is narrower: if AFRINIC wants natural justice and legal certainty to define its governance design, why does the retained CEO-removal clause not specify even the non-confidential skeleton of that process?

Labour law is a safeguard, not a public audit trail

Mauritius’s Labour Ministry publishes a Workers’ Rights Act consolidation updated through 9 August 2025, while warning that it is informational and the Gazette authoritative. The Act broadly defines a worker, subject to exceptions; its exclusion above 600,000 rupees in annual pay expressly preserves Part VI on termination.

Section 63 generally requires the reason in a termination notice and at least 30 days’ notice or pay in lieu. For covered misconduct or poor-performance cases, section 64 provides notice, an answer, an oral hearing, timing rules and, in the stated settings, evidence access, representation and minutes on request. Sections 65–66 address service and suspension.

Constitutional silence is therefore not absence of external rights. But the packet has no CEO contract, pay, termination ground or disciplinary record, so it cannot decide any particular case.

Private rights and institutional observability solve different problems. Article 17.2 requires no non-confidential cause category, legal basis, tally, recusals, effective date or succession statement. Personnel privacy need not conceal whether the control system operated.

Removal, liability and succession form one chain

The Companies Act keeps the offices distinct. Section 139 addresses vacancy while preserving liability for acts, omissions and decisions in office. Section 143 requires directors to act within the Act and Constitution, honestly, in good faith, for proper purposes and with due care.

Section 138 separately provides member-resolution routes for removing directors; it does not decide CEO employment termination. None of these provisions makes the draft operative or proves Article 17.2 was invoked.

Mauritius’s governance code is only a nonbinding benchmark: it assigns boards orderly senior-management succession and gives non-executive directors a prime appointment and removal role. It proves neither a breach nor a valid AFRINIC decision.

The chain runs from majority appointment under Article 17.1 through Board-held information, six-vote removal, Seat 9 loss and succession. Each hand-off should be observable without publishing personnel evidence.

“Comprehensive review” cannot substitute for executable rights

Heng Lu’s doctrine separates institutional narrative from executable power. “Community” matters only where members can constrain, inspect and correct. A “comprehensive review” is explanatory; the Constitution, labour law, contract and courts occupy distinct executable layers.

The agency test asks who decides, records, reviews and bears loss. Directors hold the vote and information; the CEO loses employment and office; staff and resource holders can bear continuity costs. Members may comment and later vote at an SGM, but Article 17.2 gives them no role in an individual removal or right to its non-confidential basis.

A supermajority cannot close that loop. The Board should record legal basis, cause, tally and recusals, confirm any applicable right to answer, and publish the effective date and succession. Review and remedy cannot be inferred from self-description.

LARUS identifies the danger of turning registry dependency into control. NRS disputes the authority of AFRINIC’s current purported Board and demands transaction records. Those positions remain attributed; AFRINIC’s pages prove only what it published by the cutoff.

Retention does not validate the people who may use it

Keeping Article 17.2 does not retrospectively validate the purported Board, the Receiver, supporters, regional lock-in or historical spending. The packet shows no use of the clause against a named CEO.

BTW reported a historical legal engagement term of US$1,000 per hour. It shows why approvals must be traceable, but the packet contains no adjudication that the term was illegal and supports no new misconduct allegation. A retained clause cannot manufacture earlier authority.

Before 21 August at 23:59 UTC, members can seek a narrow repair: keep the threshold and labour-law condition, while requiring justifiable cause, written reasons, applicable response safeguards, vote and recusal records, a bounded member statement, succession notice and review route.

Sources

Further reading