Summary

  • AFRINIC’s second constitutional consultation closes on 21 August 2026 at 23:59 UTC; Article 19.9 remains a proposal, not an adopted or proven-used rule.
  • A Director present is presumed to agree and vote in favour unless the Director expressly dissents or votes against the resolution.
  • This is retained wording: the current 2020 Constitution and the Mauritius Companies Act’s default Board procedure contain the same rule.
  • The draft does not expressly define abstention, recusal, the form or deadline for dissent, or an immediate individual roll call.
  • Accurate minutes, next-meeting approval and later publication are material improvements, but they do not give Members a voting record before a consequential decision takes effect.

When attendance becomes affirmative authority

Draft Article 19.8 says a Board resolution passes when a majority of votes cast by eligible members favours it. Article 19.9 then specifies what counts when a Director is in the room: the Director is presumed to have agreed to and voted in favour unless the Director expressly dissents or votes against.

That is not a rule about absent Directors. Nor does it erase a clearly recorded objection. Its control effect is more precise. For a Director who is present, the default is not neutrality; it is presumed assent. The burden moves to that Director to make opposition express.

Article 19 does not say what “expressly” requires. It does not specify whether a spoken objection, a raised hand, a written statement or a minute entry is decisive. It gives no deadline for correcting an omitted dissent. It creates no express abstention category and does not explain how the presumption interacts with a Director who remains present but recuses from discussion or voting.

No evidence reviewed for this briefing shows that any actual Director remained silent, abstained, recused or was counted as voting in favour. No identified resolution is shown to have passed because of the presumption. The governance problem exists in the rule’s allocation of evidentiary burden, not in an invented incident.

A longstanding rule is still open to repair

Calling Article 19.9 a new feature of the 2026 draft would be wrong. The current Constitution contains materially identical wording. Mauritius’s Companies Act also supplies the same default in paragraph 5(4) of its Eighth Schedule, while section 158 makes that Schedule subject to a company’s Constitution.

That history explains the clause; it does not make its design beyond review. AFRINIC is now rewriting its Constitution after a governance crisis. A consultation can ask whether an inherited corporate default is adequate for an organisation whose Board controls budgets, expenditure limits, fees, executive action, committees and registry-side administration affecting scarce number resources.

The statutory context also resists easy claims. Directors remain bound by the Act and Constitution and by duties of good faith, proper purpose, care and diligence. Interest disclosure is required in the statutory circumstances. For a private company, however, section 152 permits an interested Director to vote after disclosure unless the Constitution says otherwise. It would therefore be inaccurate to invent a universal statutory recusal rule and then claim Article 19.9 violates it.

Better minutes arrive after the decision

The draft makes a genuine transparency improvement in Article 19.10. It requires accurate minutes for every Board meeting. Those minutes go to the next succeeding meeting, where a simple majority of Directors present and voting approves them. Approval makes the minutes prima facie evidence. AFRINIC must then publish them as soon as reasonably practicable, in full or with permitted redactions whose reasons are indicated.

That sequence can expose what happened. It does not require an immediate roll call listing each Director as yes, no, dissenting, abstaining, recused or absent. It sets no fixed number of days for approval or publication, and publication is not stated as a condition before the resolution takes effect. The body whose conduct is being recorded also approves the record at a later meeting.

Mauritius’s governance code offers a useful, nonbinding comparison. Its example Board Charter encourages dissent in the minutes and lets each member demand that a vote or formal declaration be entered. The code is not proof that AFRINIC is bound by that example or has breached anything. It simply shows that individual attribution is an available design choice.

For consequential decisions, AFRINIC can go further: announce a contemporaneous roll call; define dissent, abstention and recusal; have the secretary confirm each status before declaring the result; allow a short correction window; and publish an immediate vote certificate before or when the resolution takes effect. Later narrative minutes would then supplement a fixed record rather than create the first public account of authority.

The record matters because the power is not symbolic

AFRINIC’s Board page describes its Board as Member-elected and broadly empowered. That is AFRINIC’s account of its institution, not a judgment resolving the authority of the purported current Board. The relevant test is executable: who was entitled to decide, how each person voted, what evidence fixes the result, who can review it and who bears the consequence.

Heng Lu’s agency and reality-layer analyses reject the substitution of “community”, “representation” or “stewardship” for that chain. Operators finance networks and bear the downside when registration, transfers or resource continuity become uncertain. A Board voting record is therefore not ceremonial transparency. It assigns responsibility for power exercised over capital-relevant infrastructure.

That is especially important amid unresolved authority and expenditure challenges. NRS asks Members to demand Board resolutions, delegations, Receiver instructions, invoices and transaction-specific records. It reports US$3.289 million in legal spending from 2022 to 2025, including US$2.148 million paid to C&A Law, and cites a US$1,000-per-hour term excluding VAT and disbursements. Those are attributed figures and demands, not findings in this briefing; the underlying invoices and time records are not supplied here.

The draft cannot retrospectively validate the purported Board, the Receiver, their supporters, the transfer lock-in, past spending, invoices or that reported fee term. Better future minutes cannot manufacture past authority. Nor does this packet prove illegality, corruption, fraud, motive or personal misconduct.

The consultation closes on 21 August at 23:59 UTC. AFRINIC should use it to adopt a simpler rule: attendance establishes presence; only an affirmative vote establishes assent.

Sources

Further reading