Dear Mr.Dabee

I refer you to the email sent on Feb 17, 2025 to AFRINIC resource members. See at the bottom in red.

I am writing to reiterate the previous concerns regarding the 2025 AFRINIC Board election process, as detailed in the "Call for Nominations" (open until August 29, 2025, at 23:59 Mauritius time) and the "Election Guidelines" published at https://elections.afrinic.net/about-election-2025/election-guidelines. As a stakeholder in AFRINIC’s governance, I reference your mandate under the Supreme Court of Mauritius order (SC/COM/MOT/000082/2025) to secure AFRINIC’s assets and reconstitute the Board in accordance with the AFRINIC Bylaws (2020). The current date is August 27, 2025, leaving only two days until the nomination deadline, which amplifies the urgency of addressing these issues.

The annulment of the July 2025 elections and the Supreme Court’s ruling on June 19, 2025 (emphasizing fairness, transparency, and proper member classification) demand a strictly compliant process. However, the Election Guidelines introduce ambiguities and alterations that violate the Bylaws, including incorrect NomCom composition, directors term lengths and rotation, which echo past attempts to extend director terms invalidated by the court in Africa On Cloud (Pty) Ltd v AFRINIC Ltd (SC/COM/WRT/000418/2022). That precedent underscores that director terms are fixed at three years (Article 13.5), and extensions or alterations to the staggered rotation (Article 13.6) require proper member approval via Special Resolution (Articles 7.6, 7.7) not unilateral action by the Board or Receiver.

Additionally, paragraph 3.8 of your Election Guidelines states: "*As AFRINIC currently has no directors in office, the Receiver shall, for all intents and purposes, be deemed to exercise all the powers of the Board, as conferred by the Bylaws, for the purposes of this election. Accordingly, both the NomCom and ElecCom shall operate under such written guidance of the Receiver.*" This assertion raises serious concerns, as it appears to exceed the scope of your court-appointed mandate, which is to reconstitute the Board in accordance with the Bylaws, not to assume broad powers to override or alter them. Under the Mauritius Companies Act 2001, a receiver manages assets and operations during receivership but must respect the company's constitution for internal governance matters like member elections, unless explicitly authorized by the court to deviate. The 2022 case illustrates the judiciary's scrutiny of unauthorized governance changes, and deeming yourself to wield all Board powers risks similar invalidation, potentially rendering the election process ultra vires. The current process deviates from this precedent and the Bylaws, risking similar invalidation.

The Call for Nominations and Election Guidelines list all six regional seats (Seats 1 - 6: Northern, Western, Indian Ocean, Central, Southern, and Eastern Africa) as open for election (Election Guidelines, section 2.5). This violates Article 13.6, which mandates a staggered election sequence to ensure Board continuity. Electing all six regional seats simultaneously disrupts this sequence, potentially destabilizing the Board. Your election guidelines do not justify this deviation. The Call for Nominations and Election Guidelines include Seats 7 and 8 (Region-Independent directors), which aligns with Article 13.4(ii). However, the Bylaws tie their election cycle to the regional elections for Northern/Western and Indian Ocean/Central regions (Article 13.7).

The Election Guidelines state that directors "shall hold office for a term not exceeding three (3) years," with rotation to be "addressed by the forthcoming elected Board within 1 month of being constituted" (Article 2.3). This ambiguity violates Article 13.5, which mandates a fixed three-year term expiring at the AGMM on or around the third anniversary. The "not exceeding" language allows for shorter terms, and deferring rotation to the new Board circumvents the staggered sequence (Article 13.6).

The Board attempted to extend Dr. Omari's term (elected September 18, 2020, for two years, expiring 2022) by one year via resolution on February 21, 2022, to align rotation. The court restrained this, finding no Bylaw authority for extensions outside casual vacancies (Article 13.14, limited to interim appointments until the next AGMM). Your guidelines' flexibility risks repeating this invalid extension, since you Mr.Dabee as the Receiver cannot alter terms without member approval. While that specific case against Dr.Omari was resisted and is ongoing, the interim order sets a clear precedent against such actions. In addition, your guidelines listing all Seats 1 - 6 for election (Article 2.5) ignores the staggered staggered sequence (Article 13.6). The 2022 extension attempted to "align" rotation, but the court restrained it. Deferring rotation to the new Board in your elections guidelines section 2.3 is invalid, as rotation is fixed by the Bylaws.

Infact your elections guidelines purport to claim precedence over the Bylaws in case of conflict (Article 1.1), which is invalid. Bylaw amendments require a Special Resolution (Articles 7.6, 7.7), and your court mandate as a receiver does not grant you authority to unilaterally alter the Bylaws like in this case where;

- There is a six-member NomCom as per your elections guidelines 3.1 vs. Bylaw Article 9 - There will be online-only elections without an AGMM/SGMM as per your guidelines section 8.1 vs. Bylaw Articles 11, 12 - There is prohibition of proxy voting as per your guidelines sections 8.1 vs. Bylaw Article 12.12 - Members of the NomCom will be recusing themselves from their region’s candidate reviews as per your guidelines 3.5 vs. Bylaw Article 9, which does not provide for such a structure. - You have introduced all these changes, without resource member approval, violating AFRINIC Bylaws and undermining the community-driven process as per Bylaws Article 3.4. (*Infact I must remind you that resource members are not second class citizens*)

In fact, speaking of the NOMCOM. Your election guidelines list the NomCom as comprising six members, one from each AFRINIC region (Election Guidelines, section 3.1). This violates Article 9, which stipulates a NomCom of a chairman and three community members, plus one non-voting Board representative (in this case Receiver), totaling no more than four members (excluding the Board representative). The six-member structure, with regional representation, is an unauthorized alteration of the Bylaws. Your election guidelines’ claim that this is an “exceptional” decision by you as the Receiver in section (3.5), lacks legitimacy, since Bylaw amendments require a Special Resolution or court order to deviate as an exception in consultation with AFRINIC members.

Now, your call for nominations, opened from August 15 to August 29, 2025 as per your election guidelines, section 11.1, which provided only two weeks, far short of the 3 - 8 week requirement in Article 12.14. This compressed timeline limits candidate participation and NomCom’s ability to vet applications, risking an unfair process and contradicting the Bylaws’ emphasis on community engagement. The two-week nomination period (August 15 - 29, 2025) violates the 3 - 8 week requirement (Article 12.14).

The Election Guidelines assert that the Supreme Court confers “exclusive election authority” on the Receiver in which case you Mr.Dabee, including the power to establish the NomCom and ElecCom (Article 1.1). While you as a court appointed Receiver may act in the Board’s absence as you stated in the elections guideline section 3.8, the Bylaws do not grant you authority to unilaterally alter governance processes. Your mandate is to reconstitute the Board in accordance with the Bylaws, not to override them. This overreach risks further legal scrutiny, especially given the court’s prior emphasis. Mr.Dabee, if indeed as per your claims, that AFRINIC currently has no directors in office, and that you as a Receiver shall, for all intents and purposes, be deemed to exercise all the powers of the Board, as conferred by the Bylaws, for the purposes of this election, *then why have you not called an AGMM or SGMM for the purposes of these Elections which must occur at an AGMM or SGMM (Articles 11.1, 11.6, 13.7), with 14 days' notice (Article 12.2). *Under section 8.1 of the Elections Guidelines, it stated that elections shall be conducted entirely online voting from September 8 - 12, 2025 without a meeting, violating Bylaws requirements.

*PS: *To set the record straight, the ongoing election process is not consistent with the spirit of the Bylaws in our humble opinion. PLEASE TAKE NOTE.

NOTE: The underlying problem statement that led our RIR - AFRINIC to be put under receivership was that the company lacked a board and a CEO. In fact it had directors but they were not enough in terms of numbers to quorate a board. The Bylaws as is, can fix this problem statement without constitutional violations.

Cheers, *Noah Maina*

On Mon, Feb 17, 2025 at 4:17 PM AFRINIC Communication via Announce < announce@afrinic.net> wrote:

*AFRICAN NETWORK INFORMATION CENTRE (AfriNIC) Ltd (In Receivership)*, previously represented by the Official Receiver and having its registered office at 11th Floor, Standard Chartered Tower, Ebene, Mauritius (the Company)

I, Mr. Gowtamsingh DABEE ACA FCCA ADIT MBA, a registered insolvency practitioner, of GD RICHES Chartered Accountant 5th Floor Green Cross Building Belle Rose Quatre Bornes, give notice that on 12th February 2025 at 1430, I have been appointed Receiver of the above Company in lieu and instead of the Official Receiver pursuant to a Court Order issued by the Bankruptcy Division of the Supreme Court in application bearing cause number SC/COM/MOT/000082/2025 having as aim mandate to secure the assets of the Company *and to see to it that the Company’s board is reconstituted in accordance with its Bylaws. *

Gowtamsingh Dabee

Registered Insolvency Practitioner

Tel:52579194

E: gdabee@gdriches.mu

This 14th February 2025 _______________________________________________ Announce mailing list Announce@afrinic.net https://lists.afrinic.net/mailman/listinfo/announce