Summary

  • AFRINIC’s second constitutional consultation closes on 21 August 2026 at 23:59 UTC; Article 19.10 remains a proposal, not an operative or proven-used rule.
  • The draft requires accurate minutes, approval at the next succeeding Board meeting and a simple majority of Directors present and voting.
  • Approval makes the minutes prima facie evidence; website publication follows approval “as soon as reasonably practicable”, with no fixed maximum interval in days.
  • The reform is substantial because Mauritian law requires retention but does not give the public or every shareholder a general right to inspect Board minutes.
  • The clause does not prescribe minimum decision fields, individual dissent or recusal records, explanations for each redaction, a correction history or independent review.

The record becomes evidence at one gate and public at another

Draft Article 19.10 is unusually clear about sequence. The Board must ensure accurate minutes of every meeting. Each set of minutes must be submitted at the next succeeding Board meeting. A simple majority of the Directors present and voting approves it. At that moment, the minutes become prima facie evidence of the proceedings recorded in them.

Publication comes afterwards. The Board must cause the minutes, or an appropriate redacted version, to appear on AFRINIC’s website as soon as reasonably practicable. Applicable law, confidentiality obligations, legal professional privilege and protection of personal or commercially sensitive information may justify withholding material.

That is a real transparency advance and should be described as one. The current Constitution already requires Board minutes and approval at the next meeting, but it does not contain this express post-approval website duty or attach the same stated evidentiary effect to approved Board minutes. The draft also adds an accuracy requirement.

Yet the sequence creates two gates controlled inside the same institution. Draft Article 19.4 says regular meeting dates are determined by the Board. Article 19.10 supplies no maximum interval before that next meeting and no separate number of days for approval. Once approval occurs, “as soon as reasonably practicable” still fixes no outer deadline for publication. The text therefore permits a period in which the approved record has evidentiary status but the public has not received it.

This is not a prediction that AFRINIC will delay a meeting or withhold minutes. It is a finding about the proposed clock. A deadline can be missed and tested; an undefined reasonableness interval must first be contested.

The law requires custody, not an open website

Mauritius’s Companies Act supplies important counterevidence to any claim that AFRINIC can simply keep no record. Section 190 requires minutes of Directors’ and Directors’ committee meetings and resolutions from the last seven years to be retained among company records. Section 191 requires accessible written form and measures to prevent and detect falsification. Section 192 gives every Director a qualified inspection right on reasonable notice.

The public and shareholder inspection provisions are narrower. Section 225’s public list does not include Board minutes. Section 226 gives shareholders access to shareholder minutes and resolutions, communications, certain certificates and the interests register, but it does not add Board minutes. The Eighth Schedule independently requires the Board to keep minutes of all Board-meeting proceedings.

Article 19.10(c) therefore does meaningful work beyond the statutory baseline: it converts internal custody into an express website-publication obligation. That benefit should not be diluted merely because the mechanism is incomplete.

The current Constitution adds a complication worth preserving. Article 12.13 says General Members Meeting minutes, as well as Board minutes, shall be kept in accessible electronic formats as Members may decide, subject to reasonable restrictions approved by a members’ meeting. Proposed Article 19.10(d), by contrast, says the company will maintain Board minutes securely and accessibly in a format the Board may determine, subject to law. The proposal gains an open-web duty while changing the stated decision maker for the storage format. Those are two distinct governance changes, not one simple move from secrecy to openness.

Accuracy needs fields, correction and redaction accountability

“Accurate” is a valuable command, but the draft does not define the minimum anatomy of an accurate minute. It does not expressly require the public record to show notice, attendees, quorum, exact resolution text, tally, each Director’s vote, abstention or dissent, conflicts, recusals, delegations, Receiver instruction or consent, and effective time. Nor does it require the Directors who attended the earlier meeting to be the people who approve its record at the next one.

The clause also contains no fixed deadline to circulate draft minutes to Directors, no individual right to append a correction or formal declaration, no member correction request, no independent reviewer and no public version history after amendment. A later simple majority can make the document prima facie evidence, but Article 19.10 does not itself show how a disputed omission is preserved alongside that approved account.

The listed redaction grounds are legitimate in principle. Legal privilege is not misconduct; personal data and commercial sensitivity can require protection. The design gap is that the published version need not identify which ground supports each redaction, who decided it, when it should be reviewed or whether the reason later expired. A privacy-safe redaction log could protect the underlying material while making the withholding decision accountable.

The Mauritius governance code’s example Board Charter is useful only as a nonbinding comparison. It encourages dissent to be recorded when unanimity is absent, requires minutes for meetings and decisions outside meetings, gives each Board member a copy and lets a member request that a vote explanation or formal declaration be included. It does not prove AFRINIC is bound by that example or has breached it. It shows that an institutional minute can preserve disagreement without becoming a transcript.

The archive is context; the proposed clock is the event

At the 16 August cutoff, AFRINIC’s Meetings & Resolutions page said the Board publishes resolutions and minutes by year. Its visible index still ran from 2022 backwards to 2004, with no year entry for 2023 through 2026. That dated mismatch was the independent event reported in Bundle 28. It is not being repackaged here.

The archive provides context for why Article 19.10’s clock matters. It does not prove that later internal minutes do not exist, were destroyed, concealed or invalid. AFRINIC’s Board, court and document pages establish what the institution publishes and says; they do not resolve the authority of the purported current Board or Receiver.

Heng Lu’s reality-layer and agency analyses demand a more exact chain: who records the meeting, who schedules the approval gate, who votes on the record, who redacts it, who publishes it, who corrects error and who bears the consequence in the meantime. Labels such as community, representation or stewardship cannot substitute for that evidence. Networks invest capital and face continuity, transfer and recognition risk when registry decisions harden before the authority trail is visible.

The historical expenditure dispute demonstrates the stakes without proving a connection to Article 19.10. NRS asks Members to demand transaction-specific resolutions, delegations, Receiver instructions, invoices and time records. It reports about US$3.29 million in legal expenditure from 2022 to 2025, including about US$2.15 million paid to C&A Law in 2022 and 2023, and cites a US$1,000-per-hour term excluding VAT and disbursements. Those are attributed figures and demands. This briefing does not find the term illegal, show what undisclosed invoices contain or claim that any payment used the proposed minutes rule.

Nor can future minutes repair the past. Consultation, adoption, approval, an evidentiary label or website publication cannot retrospectively validate the purported Board, the Receiver, their supporters, transfer lock-in, historical spending, invoices or the reported hourly term. No fact here proves corruption, fraud, conspiracy, illegality, improper motive or personal misconduct.

AFRINIC can retain the reform and make it stronger: publish a privacy-safe provisional decision certificate within a fixed period; require the next meeting or final approval within a stated maximum; list attendance, quorum, exact decisions, votes, dissents, conflicts, recusals and authority instruments; explain redaction categories; and preserve a correction history. A Board record should become publicly testable no later than it becomes institutionally powerful.

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