POA Start Pack for Member Counsel
AFRINIC membership rights, collective action rights, and legal review prompts
Questions counsel should answer
- If AFRINIC suspends, terminates, or derecognises the member’s resource position, what is the member’s actual remedy under the Registration Service Agreement?
- Under the AFRINIC Bylaws and the Mauritius Companies Act, what rights arise when at least 5% of eligible members act together?
- In a real enforcement or derecognition scenario, which is stronger in practice: the member’s individual contractual position, or the collective rights available through member action?
Important framing. The issue is not whether a member should “associate” with anyone as a matter of instinct. The issue is whether the member’s existing legal position already provides meaningful protection on its own. Counsel should test that proposition against the actual text of the governing documents and against real-world enforceability.
1. Primary documents counsel should review
A. AFRINIC Registration Service Agreement (RSA)
Read the operative clauses on term, termination, suspension, dispute handling, disclaimers, limitation of liability, and any provisions affecting continued recognition of number resources.B. AFRINIC Bylaws / Constitution
Read the provisions defining Resource Member status, powers of members, voting rights, proxy rights, and the mechanics for calling a Special General Members’ Meeting.C. Mauritius Companies Act 2001
Read the provisions governing special meetings, written resolutions, voting thresholds, and member-initiated corporate action.2. Source map and provisions to examine first
| Document / Provision | Text to examine | Why it matters | Counsel should verify |
|---|---|---|---|
| AFRINIC Bylaws | Art. 6.4 | Defines a Resource Member by need justification, signing the RSA, and paying relevant fees. | Whether the member’s standing depends fundamentally on contractual status with AFRINIC. |
| AFRINIC Bylaws | Art. 7.6(8) | States that not less than 5% of Registered and Resource Members may request the Board to call a Special General Members’ Meeting to vote on one or more resolutions. | Whether this creates a meaningful collective procedural lever beyond the member’s individual RSA rights. |
| AFRINIC Bylaws | Art. 11.6 / 12.11 / 12.12 | Meeting, voting, poll, postal vote, and proxy mechanics. | Who may vote, how votes may be exercised, and whether those mechanics are practically usable. |
| Mauritius Companies Act 2001 | s.116 | Provides that the Board shall call a special meeting on the written request of holders of not less than 5% of voting rights on the issue. | Whether statutory member rights reinforce or override any narrower reading of internal practice. |
| Mauritius Companies Act 2001 | s.117 | Allows written resolutions signed by holders of not less than 75% of votes, subject to the constitution. | Whether some outcomes can be achieved without waiting for ordinary meeting cycles. |
| AFRINIC RSA | Liability / remedy clauses | Counsel should identify the exact operative limitation, exclusion, or damages language in the version binding the member. | Whether the contract offers meaningful compensatory or injunctive protection if AFRINIC acts against the member’s resources. |
3. Questions counsel should answer in writing
Question 1: If AFRINIC suspends, terminates, or removes recognition for the member’s number resources, what causes of action and remedies are actually available under the member’s binding RSA? Please identify damages, injunction prospects, appeal paths, procedural preconditions, and likely time to relief.
Question 2: Does the member, acting alone, have any practical leverage beyond the RSA? If yes, identify the legal basis. If no, say so clearly.
Question 3: Do the AFRINIC Bylaws and section 116 of the Mauritius Companies Act support the position that members holding at least 5% of voting rights may compel the calling of a special meeting on the relevant issue? Please state whether the answer is yes, no, or conditional.
Question 4: If 5% action is available, what resolutions, procedural steps, and strategic protections become realistically available to members acting together that are not realistically available to a small ISP acting alone?
Question 5: Comparing both paths honestly, is a small ISP legally stronger standing only on its own RSA, or as part of a lawfully coordinated member bloc using rights available under the Bylaws and Mauritius law?
4. Scenario test counsel should apply
| Scenario | Individual RSA path | Collective member-action path | Which is stronger? |
|---|---|---|---|
| A. AFRINIC issues a suspension / derecognition notice affecting the member’s resources. | Identify immediate contractual remedies, notice periods, and limits on damages. | Identify whether a coordinated member bloc can trigger a meeting, resolution, or wider procedural challenge. | Counsel to conclude. |
| B. AFRINIC takes action but the member needs urgent business continuity. | Assess whether the RSA gives a realistic fast remedy before operational harm is done. | Assess whether collective procedural leverage materially changes negotiating power or litigation posture. | Counsel to conclude. |
| C. Governance disputes exist but validation of institutional acts is contested. | Assess whether the individual member is effectively limited to a narrow bilateral contract posture. | Assess whether statutory and bylaw-based member rights create a stronger route to challenge or control the process. | Counsel to conclude. |
5. Counsel output template
Counsel should be asked to return a one-page written conclusion using this structure:- Binding RSA version reviewed: ______________________________
- Bylaws version reviewed: ___________________________________
- Companies Act provisions reviewed: ___________________________
- On individual remedy under the RSA: __________________________
- On whether 5% member action creates stronger rights: __________
- On whether collective action improves practical protection: _____
- Bottom-line conclusion: _____________________________________
- Key authorities / clause numbers: _____________________________
- Main uncertainty or condition attached to the conclusion: ________
6. Cautions
- Counsel should review the exact RSA version binding the member. Do not assume that commentary, drafts, or older versions control the client’s position.
- Counsel should compare contractual language with bylaw rights and statutory rights together. Reading the RSA alone can understate the legal leverage available to members.
- Counsel should distinguish three different questions: damages, procedural leverage, and business continuity. They are not the same.
- Counsel should state clearly whether any remedy is merely theoretical or realistically usable within the time window in which operational harm would occur.
Appendix A. Reference points for quick review
AFRINIC Bylaws / Constitution: Article 6.4 defines Resource Member status; Article 7.6(8) gives a 5% member threshold to request a Special General Members’ Meeting; Articles 12.11 and 12.12 address voting and proxies.
Mauritius Companies Act 2001: Section 116 states that the Board shall call a special meeting on the written request of holders of not less than 5% of voting rights on the issue; section 117 addresses written resolutions.
Registration Service Agreement: Counsel should identify the exact operative clauses in the binding version relating to liability, limitation of remedy, term, renewal, suspension, and termination.
as a review aid for member counsel. This document is meant to structure legal review, not replace it.