Summary

  • AFRINIC's second constitutional consultation opened on 4 August and closes on 21 August 2026 at 23:59 UTC; the draft is not in force.
  • Draft Article 23.3 adds a Board-set financial threshold and requires either the CEO and CFO or two Directors to sign above-threshold payment instruments.
  • Article 23.7 nevertheless remains “notwithstanding” Articles 23.1 to 23.6 and provides an urgent-decision route involving the CEO, Chairperson and another Director.
  • Article 23.8 expressly requires only that the decision be communicated to the Board by email within 12 hours.
  • The text does not itself publish the threshold or require ratification, a public record, independent review or an automatic remedy after error.

A control is added, then placed under an exception

AFRINIC's proposed Article 23 contains a visible financial-control change that its own explanatory note describes as non-substantive.

The Constitution now in force says cheques, payment orders and other negotiable instruments may be signed by the Chief Executive Officer, by two Directors, or by other people appointed by the Board. It names no monetary threshold in Article 23.3. Article 23.4 leaves the related authorisation policy to the Board.

The consultation draft inserts a threshold. For an amount at or below a level prescribed by the Board, the CEO or another Board appointee could sign. Above that level, the instrument would need the joint signatures of the CEO and Chief Financial Officer, or of any two Directors. That is a meaningful safeguard: a large payment could no longer pass under the constitutional text on one executive signature alone.

The same draft lets the Board determine or vary the authorisation policy. It does not put the number in the Constitution or require publication before the threshold or policy changes. Members therefore receive a rule about the shape of control, but not the value at which the stronger control begins.

The explanatory note says Article 23 contains “no substantive changes” apart from clarity and consequential amendments. Placing that label beside a new threshold and high-value joint-signature rule does not prove an error or motive. It does create a concrete consultation question: which parts are intended as binding control changes, and which are merely drafting clarification?

The 12-hour email is the narrowest part of the trail

The harder question sits two clauses later. Draft Article 23.7 begins by saying it applies notwithstanding Articles 23.1 through 23.6. Where action is urgent and necessary, it identifies the CEO, concurrence of the Chairperson and another appropriate Director, and permits decisions warranted by the circumstances and AFRINIC's best interests to avoid damaging delay.

That concurrence chain matters. It is not a one-person emergency power. Article 23.8 also imposes speed on internal notice: the decision must be communicated to the Board by email within 12 hours.

But notification is not the same thing as approval, audit or remedy. Article 23 does not state an emergency monetary ceiling, eligible category, expiry time or maximum duration. It does not prescribe what the email must contain. It does not expressly require a later Board vote, entry in minutes, publication to members, independent review, reversal, restoration or compensation.

The word “notwithstanding” signals that the emergency route has priority over the preceding constitutional controls. The exact legal reach in any real transaction would depend on complete facts, banking mandates, contracts, Board policies, court orders and Mauritius law. This briefing does not decide that question. It identifies what the proposed Constitution itself does and does not say.

Draft Article 19.10 offers relevant counterevidence: approved Board minutes, or an appropriate redacted version, would have to be published as soon as reasonably practicable. Yet Article 23.8 does not say the 12-hour email or the underlying concurrence must enter those minutes. A general promise of future minutes is not the same as a transaction-linked emergency ledger.

Statutory duties remain, but they do not create the missing publication rule

The Mauritius Companies Act prevents the clause from operating in a legal vacuum. Section 143 requires Directors to act within the Act and constitutional limits, honestly and in good faith, in the company's best interests and for the purposes for which their powers were conferred. It also requires care, diligence and skill and cautions against agreeing to an obligation without reasonable grounds to believe the company can perform it when due.

Section 160 applies duties of honesty, good faith and reasonably prudent care to every officer. A breach can support compensation, an account of profit or rescission, depending on the facts and law. Section 158 makes Board procedure subject to the Constitution.

Those duties are important safeguards. They do not tell a member what threshold the Board selected, what emergency was declared, who concurred, what evidence existed, whether the Board later approved the decision or how an error was repaired. Legal liability after a breach and an auditable control before or immediately after a decision are different layers.

The draft is not operative. AFRINIC says consultation, legal review, committee recommendations, Board consideration and a Special General Members Meeting must precede any change. The news event is a proposed control architecture—not proof that anyone has invoked it.

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Further reading