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Bylaws Review Committee

Governance

BYLAWS REVIEW COMMITTEE TERMS OF REFERENCE

Background

AFRINIC, the Regional Internet Registry (RIR) serving Africa and the Indian Ocean region, is entrusted with the distribution and management of critical Internet Number Resources, including Internet Protocol (IP) address space (IPv4 and IPv6) and Autonomous System Numbers (ASNs). To effectively fulfil its mission, AFRINIC requires forward-looking and holistic bylaws that reduces governance risks and ensures institutional resilience

Purpose

Pursuant to Article 15.3(x) of the AFRINIC bylaws, a Bylaws Review Committee is being established by the AFRINIC Board of Directors to spearhead a transparent, accountable, and inclusive bylaws amendment process. Its purpose is to ensure a review of AFRINIC’s existing bylaws and propose such amendments that are aligned with legislative requirements, best-practice standards, and AFRINIC’s long-term organisational needs.  

Scope

The scope of the committee includes:

  1. Collecting, analysing, and synthesising input from the African Internet community, including resource members and the regional Internet community regarding proposed amendments.
  2. Providing a report detailing  input received and how each has been handled.
  3. Providing advisory guidance to the community and the Board on areas requiring reform.
  4. Preparing a final report of all amendments  agreed upon though community consultation.

Authority

The Committee is established under the authority of the AFRINIC Board of Directors. It is not a decision-making body. Its advice and recommendations shall be nonbinding but shall be duly considered by the Board, resource members, and the wider community.

Membership

The Committee shall consist of six (6) members, one from each of the six (6) sub-regions of Africa, appointed by the AFRINIC Board.  The Board shall appoint the Chairperson and assign secretariat support to the Committee.

For the avoidance of doubt, the six (6) sub-regions of Africa include:

  1. Northern Africa
  2. Western Africa
  3. Indian Ocean
  4. Central Africa
  5. Southern Africa
  6. Eastern Africa

Process & Procedures

  1. Submission: The Committee shall develop mechanisms enabling submission, ensuring all submissions and sources are publicly accessible.  
  2. Review: Inputs shall be reviewed for clarity, legality, feasibility, and alignment with AFRINIC's mandate. A public report shall document actions taken. 
  3. Justification: Each proposed amendment must include justification, rationale and an impact assessment. 
  4. Presentation: The Committee may maintain red-line comparisons and shall ensure all draft clean copy versions are clearly labelled. 
  5. Meetings: Meetings shall occur primarily virtually. During AFRINIC in-person meetings, members of the Committee are expected to participate on-site to continue Committee work. 
  6. Stakeholder Validation: The Committee shall conduct a stakeholder validation meeting prior to any AFRINIC General or Special Members’ Meeting at which amendments to the Bylaws are to be presented for consideration.
  7. Approval: Final amendments shall be presented for approval at an AFRINIC Members' General Meeting (AGMM or SGMM).
  8. Communications: Reports to the Board shall be submitted through the Company’s Chief Executive Officer, or through any person or body designated to oversee the day-to-day management of AFRINIC. Communications to Members and stakeholders will occur via relevant mailing lists.
  9. Reporting: Progress reports and final outputs must be submitted to the Board and communicated to Members in a prescribed format.

Duties and Responsibilities

The Committee shall:

  1. Review current Bylaws to identify existing gaps, conflicts, or outdated provisions. 
  2. Determine required updates, additions, or deletions in alignment with best-practice governance principles.
  3. Draft proposed amendments ensuring clarity, specificity, and compliance with applicable legislation.
  4. Consult legal counsel to ensure compliance with Mauritian law and regulatory frameworks.
  5. Present proposals to the Board for review and preparation for Member consideration. 
  6. Coordinate Member notifications and ensure adequate time for review and feedback.
  7. Support the Board in organising a Members’ Meeting and deliberation and voting. 
  8. Record the voting results and oversee the completion of the bylaws update process.  

Remuneration

Committee members serve voluntarily and shall not receive remuneration. However, where members are required to attend in-person meetings in connection with their mandate, the Board shall facilitate the necessary logistics and reasonable expenses.

Dissolution of the committee

The Committee shall be dissolved by the Board upon completion of its mandate and approval of the bylaw’s amendments by the AFRINIC's Members. Interested representatives of Resource Members are invited to submit an Expression of Interest, outlining their relevant experience, governance or legal expertise, and sub-regional representation, to the Senior Executive Assistant, Ms Guylaine Laiyra, via email at guylaine@afrinic.net, no later than 25 February 2026