Summary

  • AFRINIC's second consultation on a proposed amended Constitution opened on 4 August and closes on 21 August at 23:59 UTC. The draft is not operative.
  • Current Article 12.12 lets eligible members vote electronically, in person or by proxy and requires proxy and supporting authority documents before the meeting. It caps election proxies at five.
  • Draft Article 12.11 would require anyone acting under a Power of Attorney to lodge the original or an authenticated copy at least 14 days before an Annual or Special General Members Meeting.
  • The draft makes a proxy or Resource Member representative ineffective until Company verification is complete. The Company may refuse recognition if it is not satisfied or cannot finish before the meeting, although it must promptly give written reasons.
  • Verification is necessary. The missing protection is an objective evidence schedule, fixed decision deadline and independent review able to preserve participation and repair an outcome when Company delay or error—not a defective mandate—causes exclusion.

A representation right can expire inside the verifier's queue

AFRINIC's draft gives one administrative fact unusual constitutional weight: whether the Company has finished checking a document before a meeting begins.

New Article 12.11 would say that no proxy or authorised-representative appointment is valid or effective until AFRINIC has completed all applicable verification procedures. The Company could demand evidence it considers necessary and refuse to recognise an appointment unless it is satisfied about authenticity, validity, due execution and the authority of the person who signed it.

For a person relying on a Power of Attorney, the draft goes further. The original instrument or a duly authenticated copy would have to reach the Company at least 14 days before the relevant Annual or Special General Members Meeting. AFRINIC could investigate authenticity, validity, execution, continuing effect and the grantor's authority. If the document arrived late—or if the Company could not complete its own checks before the meeting—it could decline to recognise it for that meeting.

The refusal must be notified promptly in writing with reasons. That is a real safeguard. Authentication is also a real need: an election cannot be credible if a person can speak or vote for a company without a valid mandate.

But the clause does not distinguish a defective instrument from an unfinished queue. In both cases, the representative can be absent when the meeting acts. One failure belongs to the applicant; the other may belong to the verifier. Article 12.11 places the immediate consequence on the member either way.

The current rule is narrower

AFRINIC's operative public Constitution remains the December 2020 text. Its Article 12.12 allows a member entitled to vote at an Annual General Members Meeting to vote electronically, in person or by proxy. A proxy may attend and be heard as if the proxy were the member.

The current instrument rule is tied to the start of the meeting. A copy of the proxy appointment must be produced before proceedings begin. Any Power of Attorney or other authority under which it was signed, or a notarially certified copy, must also be produced. No member may carry more than five proxies during an election, and a director candidate may not act as a proxy in that election.

The proposal is therefore not merely a rewrite in modern language. It separates Registered Member proxies from Resource Member authorised representatives, cuts the former's proxy load to one, lets the Company prescribe the latter's procedure and timeframe, adds verification as a condition of validity and creates a distinct 14-day gate for anyone exercising rights through a Power of Attorney.

For Registered Member proxies, the Company-set deadline cannot be earlier than 24 hours before a meeting. A Resource Member representative receives no such 24-hour ceiling: its instrument must follow the procedure and timeframe prescribed by the Company. Subject to the instrument, that representative would have the same rights the Resource Member could exercise as a natural person, including attendance, speech and voting.

That preserved representation route is important counterevidence. The draft does not abolish Resource Member representation. The control question is who can make the route practically usable.

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Further reading