Summary

  • AFRINIC's second consultation on its proposed amended Constitution opened on 4 August and closes on 21 August 2026 at 23:59 UTC; the draft is not operative.
  • Draft Article 7.2A would require at least ten Resource Members in Good Standing to support a proposal for discussion or resolution at an Annual General Members Meeting.
  • Two-thirds of all Directors could still refuse to include a qualifying proposal, but the decision would need written reasons communicated to Members.
  • The change would narrow the current Board's broad discretion over notice of a Resource Member proposal; the supermajority and reasons are genuine improvements, not decoration.
  • The clause still states no refusal grounds, proposal-specific conflict rule, expedited independent review, preserved voting slot, correction mechanism or refusal register.

The gate would move, not disappear

AFRINIC is consulting on a rule that decides whether members get to decide.

The Bylaws Review Committee published the second constitutional draft on 4 August. Under proposed Article 7.2A, a Resource Member in Good Standing could submit a matter for discussion or resolution before an Annual General Members Meeting only after finding at least nine other Resource Members in Good Standing to support it. Clearing that threshold would not put the matter before the membership. The Board could decline to include it if at least two-thirds of all Directors approved the refusal, supplied written reasons and communicated them to Members.

That is executable power. The decisive act occurs before debate, proxies or a vote. Whoever determines Good Standing, verifies the ten supporters, prepares the business and records the Directors' decision controls whether the membership encounters the proposal as a live choice or merely reads why it was withheld.

The draft is not in force. AFRINIC says the Committee will consider consultation comments, obtain an independent external legal review and submit recommendations to the Board. Only subject to Board approval would an amended Constitution go to members at a Special General Members Meeting.

The present rule is looser for the Board

The comparison prevents a false headline. The 2026 draft does not invent Board control over Resource Member proposals.

Current Article 12.14 already lets a Member notify the Board of a matter for discussion or resolution. It gives detailed circulation clocks: timely notice at least 28 days before the meeting-notice deadline goes out at Company expense; notice between seven and 28 days goes out at the proposing Member's expense; a later submission may be circulated where practicable. Yet its final paragraph gives the Board discretion whether notice of a Resource Member proposal should be given at all.

The draft removes that open-ended final paragraph from Article 12.13. It replaces it with the express Article 7.2A structure: ten supporters, a refusal backed by two-thirds of all Directors and written reasons. Requiring an all-Director supermajority is stronger than allowing unspecified Board discretion. Requiring reasons gives members something concrete to test. Ten supporters can also demonstrate that an issue has collective rather than solitary interest.

Those safeguards deserve full credit. Calling the change only a new veto would conceal the operative baseline. Calling it strengthened member power without examining the remaining veto would conceal the proposed reality.

A reason is not yet a remedy

Article 7.2A does not say why the Board may refuse a qualifying proposal. It supplies no relevance, legality, feasibility, duplication or abuse test. The Article 7 rationale says the changes should strengthen member oversight and keep the roles of Members and the Board appropriately balanced, but it does not explain why ten is the correct number or what makes exclusion justified.

The clause requires reasons to be communicated, but sets no decision deadline before the agenda closes, minimum evidential content, public-web register or standard tally format. Article 19.13 separately proposes a Company-wide Conflict of Interest Policy; Article 7.2A itself does not say how a Director connected to the subject must disclose, recuse or be counted in the two-thirds denominator.

Nor is there an expedited independent review, automatic stay, provisional agenda place or rule preserving a vote if the refusal is later overturned. Good Standing is part of the threshold, but the proposal clause creates no fast route for resolving a disputed standing determination before the meeting opportunity expires. The draft requires neither aggregate reporting of proposals and refusals nor restoration after error.

The result is an asymmetry Heng Lu's doctrine makes visible: members are described as principals, but agents control the switch that makes a proposed member decision executable. Participation after the agenda is set is not the same as authority over what reaches the agenda.

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Further reading