Summary

  • AFRINIC’s second constitutional consultation closes on 21 August 2026 at 23:59 UTC; Article 19.11 remains a proposal, not an adopted or proven-used rule.
  • Two-thirds of all Directors then entitled to Board-meeting notice may sign or assent to a written resolution that is as valid and effective as one passed at a duly held meeting.
  • The power is not new: current Article 19.12 already uses two-thirds, while the Companies Act’s constitution-qualified default requires all entitled Directors.
  • Separate like-form documents may form one resolution, and a copy must enter the minute book; the clause does not specify a common version identifier, individual non-signer status or an effective-time certificate.
  • The draft improves publication of meeting minutes, but it does not expressly place written resolutions inside that sequence or require a prompt public written-resolution register.

A meeting-equivalent decision assembled in pieces

Draft Article 19.11 starts with a denominator that matters. It is not the number of constitutional seats, the number present at a meeting or the number of votes cast. It is “all Directors then entitled to receive notice of a Board meeting”. Once two-thirds of that group sign or assent, the written resolution is as valid and effective as if it had passed at a duly convened and held Board meeting.

No simultaneous meeting is required by the clause. Neither the ordinary quorum nor the three-Director fallback for an adjourned meeting is imported into this route. The resolution may also be built from several documents in like form, including facsimile or similar communication, each carrying one or more Directors’ signatures or assent. A copy must be entered in the minute book of Board proceedings.

Those are not trivial safeguards. The entitlement denominator is broader than whoever happens to participate, the threshold is higher than a simple majority, the documents must be in like form and a corporate record must remain. Written resolutions can also let a geographically dispersed Board decide urgent matters without pretending that travel is a condition of governance.

But the record required by the text is thinner than the authority it creates. Article 19.11 does not name the circulator, prescribe a minimum evidence package or prove that every entitled Director received identical material before the threshold was reached. It does not define “assented to”, set a signing window, identify when several documents merge into an effective act or require a common document hash. It does not classify every non-signer as opposed, abstaining, non-responsive, not entitled or simply late.

This briefing found no actual written resolution to which those questions can be applied. It identifies no subject, signer, non-signer, circulation defect or result. The issue is the constitutional evidence design, not an invented episode.

The statute uses unanimity; the Constitution already does not

The draft did not create the two-thirds rule. Current Article 19.12 contains the same threshold, meeting-equivalence, several-document mechanism and minute-book requirement. The proposal mainly renumbers the provision because the draft reorganises the minutes clauses.

Mauritius’s Companies Act supplies a useful baseline. Section 158 says the Eighth Schedule governs Board proceedings subject to a company’s Constitution. Paragraph 7 of that Schedule makes a written resolution effective when signed or assented to by all Directors then entitled to notice. It too allows several like-form documents and requires a copy in the minute book.

The words “subject to the constitution” prevent a careless legal conclusion. AFRINIC’s Constitution modifies the all-Director default to two-thirds. The difference is not, by itself, proof that the constitutional rule is illegal or invalid. No Mauritian judgment reviewed for this briefing decides Article 19.11’s validity, rounding, notice denominator or effect.

That legal boundary does not end the governance question. A default can be lawfully modified and still deserve redesign. AFRINIC is consulting after years of contested authority, litigation and operational exposure. The relevant test is whether a meeting-equivalent decision over budgets, fees, executives, committees or registry administration carries evidence proportionate to its consequence.

The Mauritius governance code’s example Board Charter shows one possible model. As a nonbinding benchmark, it submits the proposal to all Board members, allows the written form only if none objects to that form, calls for written statements from all members and records minutes for resolutions outside meetings. A member may demand that the member’s vote or formal declaration appear in the minutes. This does not prove AFRINIC is legally bound by that example or has breached it. It proves that written efficiency and a complete individual record are compatible.

A minute book is not necessarily a public decision register

Draft Article 19.10 makes a real transparency advance for Board meetings. It requires accurate minutes, submission to the next meeting, approval by a simple majority of Directors present and voting, prima facie evidentiary effect after approval and website publication as soon as reasonably practicable. Law, confidentiality, privilege, personal information and commercially sensitive material may support redaction.

Article 19.11 sits immediately after that sequence, but it does not expressly join it. Article 19.10 repeatedly describes minutes of Board meetings. Article 19.11 says only that a copy of a written resolution must be entered in the minute book of Board proceedings. It neither prohibits voluntary publication nor proves that AFRINIC publishes nothing. The organisation maintains Board-document and meeting-resolution pages. The narrower problem is that the proposed Constitution does not expressly require a prompt public register for decisions that never went through a meeting.

That leaves several practical questions unanswered by the clause. When did the resolution become effective? What exact version did each Director receive? How many Directors were entitled to notice? Who assented, opposed, abstained or never responded? Did anyone declare a conflict? When was the copy entered, and when could a Member inspect a privacy-safe record? Article 19.11 supplies no fixed clock, public certificate, correction period, member challenge or automatic stay.

Statutory duties and disclosure law remain important. Directors must comply with the Act and Constitution, act honestly and in good faith for proper purposes and exercise care, diligence and skill. Draft Article 19.13 would add a published, reviewed conflict policy. Those protections should be credited. They still do not produce the missing transaction-level ledger by themselves.

AFRINIC can close the gap without banning written resolutions. Require a circulation certificate listing every entitled recipient and the materials sent. Give the operative text a stable identifier. Record each Director as assenting, opposing, abstaining, non-responsive or not entitled. Fix an effective time, attach permitted dissent statements and publish a privacy-safe entry promptly, with reasons for any redaction. For decisions with immediate consequences, allow a short correction or independent review window.

Authority must be visible before it is invoked

AFRINIC’s Board page presents a current roster and describes broad Board powers. That is the institution’s account, not a court judgment resolving the disputed authority of the purported current Board. Heng Lu’s reality-layer and agency analyses require a stricter sequence: proposed rule, operative rule, actual decision, evidence of individual authority, legal responsibility, consequence and remedy.

That sequence matters because number-resource administration is not symbolic. Networks deploy capital and carry customers on resources whose recognition, transferability and continuity can be affected by registry-side decisions. Calling an institution representative, community-based or a steward does not answer who saw the proposal, who authorised it and who bears the downside if the authority chain fails.

The same evidentiary discipline applies to historic spending challenges. NRS asks Members to demand resolutions, delegations, Receiver instructions, invoices and transaction-specific records. It reports US$3.289 million in legal expenditure from 2022 to 2025, including US$2.148 million paid to C&A Law, and cites a US$1,000-per-hour engagement term excluding VAT and disbursements. Those are attributed figures and requests, not findings here. This packet does not show that any payment, appointment, policy or transfer decision used the written-resolution clause.

Nor can the consultation do retrospective work. Later adoption, a future written resolution, minute-book entry or public disclosure cannot validate the purported Board, the Receiver, their supporters, transfer lock-in, past spending, invoices or the reported hourly term. No fact in this briefing proves corruption, fraud, conspiracy, illegality, improper motive or personal misconduct.

The consultation closes on 21 August at 23:59 UTC. AFRINIC should keep the practical tool only with a record as strong as the authority it creates: every entitled recipient, one exact text, every individual status, one effective time and prompt public evidence.

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