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AFRINIC Bylaws 2016



15.1 The business and affairs of the Company shall be managed under the direction and supervision of the Board.

15.2 Subject to such modifications, adaptations, exceptions or limitations which may be contained in the Act and this Constitution, the Board shall have all the powers necessary:

(i) for directing, and

(ii) supervising the management of the business and affairs of the Company.


15.3 Without prejudice to the generality of Articles 15.1 and 15.2 above, the Directors shall be entitled to:

(i) determine the guidelines for the allocation of address space to members in line with the member driven Policy Development Process;

(ii) consider broad Internet policy issues in order to ensure that the policies and strategies of the Company fully respond to the changing Internet environment;

(iii) determine a financial budget for the activities of the Company for a given period;

(iv) establish a ceiling for expenditures for a given period and from time to time to vary such ceiling as they deem fit;

(v) fill any casual vacancy in the office of the auditor of the Company;

(vi) provide any general directives to the Chief Executive Officer regarding Executive staffing of the Company;

(vii) determine through a dedicated committee, the conditions of employment of the employees of the Company who are employed at an Executive level;

(viii) reduce or waive fees payable by any person to the Company, or to amend in any manner whatsoever the conditions relating to the payment thereof;

(ix) to appoint or remove the secretary of the Company and to determine the remuneration payable to such secretary; and

(x) to appoint such committees for such reasons and with such terms of reference as they shall consider necessary or desirable.


15.4 Subject to Section 15.1 of, and the Seventh Schedule of the Act, the Directors may delegate their powers to such persons as they shall consider necessary and/or desirable for a given period of time.


15.5 Conflict of Interest

(i) A Director of the company shall, where he/she has a potential or actual conflict of interest in any matter brought before the Board, disclose such potential or actual conflict to the Board.

(ii) The said Director shall recuse himself/herself from voting on any such matter before the Board where such a conflict exists or may exist

(iii) The remaining members of the Board may decide that said Director should be excluded from discussion of such matter where a conflict exist or may exist.


15.6 No person may hold more than one of the following positions within the company

(i) Chairperson of the Board

(ii) Vice Chairperson of the Board

(iii) Chief Executive Officer

(iv) Chief Financial Officer


(Page 15 of 23)

Find out more

More information about the AGMMs, AGMM procedures and the responsibilities of the Board of Directors can be found in the following articles of the AFRINIC bylaws:

AFRINIC's corporate and financial documents can be found here