Summary

  • AFRINIC's Meetings & Resolutions page says the Board publishes its resolutions and meeting minutes by year, but the captured index runs from 2022 backward to 2004.
  • The purported current Board has announced consequential decisions since 2025, including an interim management structure, Board committees, an NRO NC/ASO AC appointee and two ratified resource policies.
  • Selected communiques disclose some outcomes, unanimity and Receiver consent. They do not supply a continuous meeting register showing quorum, votes, dissent, conflicts, delegation and the applicable authority instrument.
  • A missing public entry is not proof that no internal record exists or that an act is unlawful. It is proof of a narrower problem: AFRINIC's own current public archive cannot be used to audit its current Board meeting by meeting.

The empty years are now a governance event

The decisive sentence appears on AFRINIC's own website: “The Board of Directors publishes the resolutions it passes and the minutes of its meetings.” The next sentence tells readers to select a year for the resolutions and the minutes of the meetings at which they were taken.

The year list starts at 2022. It then runs backward through 2021, 2020 and earlier years to 2004. At the evidence cutoff on 13 August, it offered no entry for 2023, 2024, 2025 or 2026.

That would be a minor website-maintenance issue if AFRINIC had no functioning authority structure or no new Board decisions to audit. It has become news because the organisation says the opposite. Its current Board page identifies eight directors, describes the Board as the overseer of AFRINIC's activities and declares a commitment to good corporate governance in day-to-day operations. Its March member update says the directors resumed duty after the September 2025 election and were collaborating with court-appointed Receiver Gowtamsingh Dabee pending his formal discharge.

AFRINIC's claims about a successful election, restored governance and lawful resumption remain AFRINIC's claims. The missing current years matter because the people presented as directors have already exercised the organisation's most consequential powers while the page meant to make those decisions reviewable remains frozen before their tenure.

What the current Board has done in public

The public record is not empty. On 19 November 2025, an AFRINIC announce-list message said the Board was reporting “key decisions” from a recent meeting. It established an Interim Management Committee to exercise collective day-to-day leadership, created a CEO Search Committee and appointed Saul Stein to the NRO Number Council/ASO Address Council through 31 December 2026.

The message is unusually useful because it records more than a headline. It says the collective management model had the Receiver's consent. It says the CEO Search Committee was constituted with his consent. It says the NRO NC/ASO AC appointment was unanimously resolved with the Receiver's consent. Those disclosures show that AFRINIC can identify the decision form and the Receiver's role when it chooses to do so.

Yet the message is still a selective outcome report. It does not identify the meeting date, resolution numbers, attendance, quorum, how each director voted, whether anyone expressly dissented, which conflicts were declared, who recused, or where a member can inspect the approved minutes. It says a committee will work under Board-approved terms of reference, but the meeting-and-resolution archive does not supply the underlying approval record.

The decision surface widened in 2026. AFRINIC's policy page says the Board ratified a number-resource transfer policy and an abuse-contact validation policy on 4 February, following what AFRINIC describes as restored functional governance and documented community consensus. The transfer framework says some inter-RIR transfers are allowed but AFRINIC-issued IPv4 cannot be transferred out of the region. That is not procedural trivia. It can affect asset mobility, transaction planning and the bargaining position of operators.

The current committees page lists Audit, Finance, Remuneration, Legal and CEO Search committees. The Board page says directors can determine budgets, set and vary expenditure ceilings, alter fee conditions, direct executive staffing, establish committees and delegate power. These are controls over money, management and infrastructure—not honorary functions.

The bylaws show why the missing detail matters

AFRINIC's bylaws do not treat a decision as a press-release noun. They describe a process whose components carry legal and governance meaning.

Article 19.8 says a Board resolution passes by a majority of eligible votes cast. Article 19.9 says a director present is presumed to agree unless that person expressly dissents or votes against it. Article 15.5 requires a director with a potential or actual conflict to disclose it and recuse from voting; the remaining directors may exclude that person from the discussion.

Those rules make the vote, dissent and recusal record substantive. A communique that says “the Board decided” cannot show whether those safeguards operated.

Article 19.10 requires minutes of all Board proceedings. Article 19.11 provides for approval at the next succeeding meeting by simple resolution. Article 19.12 permits a written resolution assented to by two-thirds of eligible directors to have the effect of a meeting resolution, but requires a copy to be entered in the Board-proceedings minute book.

The written-resolution route is an important counterweight to a simplistic accusation. A decision need not have been made in a convened meeting to be valid. Nor does the absence of a 2025 page prove that AFRINIC failed to keep the internal minute book. Article 12.13 also says AGMM and Board minutes are to be kept in accessible electronic formats as members may decide, subject to reasonable restrictions approved by a members' meeting. The frozen packet does not establish an unrestricted duty to post every unredacted document on the open web.

But those limits do not rescue the present publication mismatch. AFRINIC voluntarily tells readers that this specific archive publishes the resolutions and the minutes of the meetings at which they were adopted. Once current decisions are announced elsewhere, leaving the designated archive four calendar years behind deprives members of the organised record needed to test the institution's own account.

A title cannot carry a transaction

NRS put the authority problem sharply before the June 2026 AGMM. It urged members not to let approval of financial statements retrospectively cure what it described as missing transaction-specific authority for exceptional legal expenditure. NRS demanded the chain of resolutions, engagements, invoices and payments. Its position that authority was legally absent is contested; it is not a court finding in this packet.

The documentary question survives the dispute. A later Board, member vote or polished set of accounts cannot show who authorised an earlier transaction unless the underlying decision trail is available. The same principle applies to current acts. A director's title is evidence of an office claimed. It is not the resolution, the vote, the conflict disclosure, the delegated power or the Receiver's consent for a particular act.

BTW's separate investigation into AFRINIC's legal fees illustrates why this distinction has financial weight. It analyses a 2021 engagement letter with a flat US$1,000 hourly rate and broad disbursement language. This briefing does not find that the current Board approved that engagement, validated it, made it lawful or paid an invoice under it. Precisely the opposite: without a transaction-by-transaction record, those conclusions cannot responsibly be assigned to the current authority structure.

That is also why approving historical accounts should not be described casually as validating every underlying act. Accounting approval, corporate authority, procurement judgment and legal validity are different questions. The public Board ledger should let members keep them separate.

The doctrine test: principals need a ledger

Heng Lu's Note 73 distinguishes a stakeholder from a principal. Attendance, consultation and “community” language may supply input, but they do not themselves authorise a body to bind those who bear the loss. Where legitimacy rests on participation, the participation and resulting decisions must be auditable.

Note 41 directs attention behind the ceremony of an election to the structural acts that control capital, policy and exit. Here those acts include a regional transfer constraint, expenditure ceilings, management delegation and committee control. A large vote claim cannot substitute for the later record of how those powers were used.

Note 32 supplies the agency problem. Directors, committee participants and registry staff can influence costs borne by resource members and operators without personally absorbing the resulting loss in asset value, legal expense or operational uncertainty. A decision ledger does not eliminate that asymmetry, but it exposes who used the power and under what constraint.

Note 52 completes the test: consequence-heavy registry power requires liability, remedy and external discipline. Review cannot begin if the reviewable act is missing from the surface AFRINIC says will contain it.

LARUS explains the operator consequence in practical terms: quiet RIR governance choices can pass into infrastructure through registration, routing-security and continuity dependencies. Members are not requesting minutes merely to admire corporate procedure. They need to know whether a policy or delegated act that changes their operating position followed the rule claimed for it.

What a repaired archive would contain

AFRINIC does not need to publish privileged legal advice, personal data or security-sensitive detail without protection. It needs a current decision register capable of carrying redactions honestly.

For every 2025 and 2026 act, that register should identify the meeting or written-resolution date; a stable resolution number; the subject and operative decision; the directors eligible and present; quorum; the vote count; express dissent; declared conflicts and recusals; the delegation or bylaw provision relied on; Receiver consent where relevant; the effective date; links to the policy, terms of reference or contract class; and a specific reason for each withheld field.

Where Article 12.13 supports member-only access or a member-approved restriction, AFRINIC should publish the access decision and the approval on which the restriction rests. “Confidential” cannot be a universal substitute for classification.

The bounded conclusion is severe enough without invention. AFRINIC's purported current Board has published selected outcomes, some useful statements of unanimity and several assertions of Receiver consent. It has not brought AFRINIC's promised resolutions-and-minutes archive into the period in which that Board is exercising power.

That gap does not automatically invalidate the acts. It invalidates the idea that titles, communiques and official assurances are an adequate public audit trail. A Board asking members to believe that governance has been restored must first restore the record by which governance can be tested.

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