[afnog] Alteration of the Constitution of AFRINIC

[sm+afrinic at elandsys.com]

The Chair,
Internet Corporation for Assigned Names and Numbers
12025 Waterfront Drive, Suite 300
Los Angeles, CA 90094-2536, USA

Dear Ms Sinha,

I am listed as an office bearer and member of AFRICAN NETWORK 
INFORMATION CENTRE (AfriNIC) LTD (In Receivership).  I was requested 
to attend a meeting with the Ministry of Labour (Republic of 
Mauritius) in respect to a matter pertaining to the AFRINIC in 
2024.  I was also requested to attend enquiries by other governmental 
agencies, including law enforcement, on matters pertaining to AFRINIC 
in 2024.  Based on my understanding, the company would no longer be 
fulfilling one of the requirements in the law regulating it if I were 
to resign.  I don't receive any remuneration from the company to do 
that.  I have been paying for expenses incurred in connection with 
the business of the company out of my own pocket.

One of the points in the Court orders, dated September 2023, was: 
"And also to see to it that the election process as per the 
constitution of AfriNIC Ltd be carried out so that a proper board 
could be constituted and also for the appointment of the Chief 
Executive Officer".  A new AFRINIC Nomination Committee 2025 was 
announced on 28 July [1].  The announcement list the names of six 
individuals.  I was the Board representative on the 2018 Nomination 
Committee and 2019 Nomination Committee.  Each of those Nomination 
Committee were constituted of four members (one of the members was 
the Chair of the committee) as that is the requirement in Article 9 
of the Constitution of the company.

Each Registered and Resource member shall be entitled to vote to 
elect the directors of the company according to the Constitution of 
the company.  I was listed in the records at the Registrar of 
Companies, Mauritius, as an office bearer and member last June.  From 
what I understand, I am entitled to be given 21 days written 
notice.  I had to insist, in the past, for a written notice to be 
sent to me.  I did not receive any communication from the company 
when it held an election to reconstitute its Board.

Article 12.2 of the Constitution of the company has a requirement for 
written notice of the time, date and place of an Annual General 
Members' Meeting.  The names of the persons who have been proposed to 
be elected as Directors were included in that notice for past 
elections as it is a requirement in the Constitution.  As far as I am 
aware, the Constitution of the company does not have any provision 
for an election to be held outside of an Annual General Members' Meeting.

I lodged a case against the company in 2018 as the company was unable 
to fulfill the terms and requirements of Article 12.10 of its 
Constitution [2] for the 2019 Annual General Members' Meeting.   If I 
am not mistaken, there is an article on alteration to constitution in 
the law regulating the company.  It would be inappropriate, in my 
opinion, to alter any requirement in the Constitution of the company 
without the approval of 75% of the Registered and Resource members 
who are entitled to vote or as directed by a court of law.

Regards,
S. Moonesamy

1. https://lists.afrinic.net/pipermail/announce/2025/002477.html
2. https://afrinic.net/ast/pdf/SC-COM-MOT-01411-2018-redacted-20190423.pdf