The Tanzania Internet Service Providers Association (TISPA) would like to update our members and the wider AFRINIC member base on the recent legal proceedings concerning the African Network Information Centre (AFRINIC) Ltd’s board election process, with a focus on the following interim orders

1. Interim order issued by the Supreme Court of Mauritius on June 13, 2025, in Tanzanian Internet Service Providers Association v. AFRINIC Ltd (In Receivership) and Mr. Gowtamsingh Dabee (SC/COM/WRT/000435/2025)
2. Interim order on June 19, 2025, in The Internet Corporation for Assigned Names and Numbers (ICANN) v. Mr. Gowtamsingh Dabee (SC/COM/MOT/000442/2025
3. The Court’s decision on June 20, 2025, to set aside TISPA’s application (SC/COM/WRT/000448/2025), allowing the unconstitutional election to proceed.

As a key stakeholder in Africa’s internet ecosystem, TISPA is committed to promoting transparent, lawful, and community-driven governance in the management of internet number resources. This statement addresses these developments, TISPA’s concerns and proposed election framework, and the urgent need to safeguard AFRINIC’s governance integrity.

Background
AFRINIC, the Regional Internet Registry for Africa and the Indian Ocean region, is under receivership and lacks a duly constituted board. On June 13, 2025, TISPA secured an interim order halting AFRINIC’s board election, citing unconstitutional processes.

However, on June 20, 2025, the Court set aside TISPA’s subsequent application to enforce this injunction, allowing e-voting (started June 18, 2025) and in-person voting (scheduled for June 23, 2025) to proceed. The ICANN ruling addressed limited election issues, while a new resource member application raises broader bylaws violations, including risks to future NomCom integrity. TISPA remains concerned that the current election process threatens AFRINIC’s governance model.

TISPA’s Applications and Court Rulings
On June 13, 2025, TISPA obtained an interim order (SC/COM/WRT/000435/2025) that:

1. Prohibited e-voting on June 16, 2025, and in-person voting on June 23, 2025, for AFRINIC’s board reconstitution.
2. Directed AFRINIC and the receiver to conduct the election per a prior court order from September 12, 2023 (SC/COM/MOT/000156/2023).
3. Required respondents to state their position by June 30, 2025, with the order in force until the main case’s determination.

On June 20, 2025, TISPA filed a new application (SC/COM/WRT/000448/2025) to enforce the June 13 order and halt the election, citing violations of AFRINIC’s bylaws and disenfranchisement of resource members (e.g., those joining after September 2023).
The Court set aside this application, citing:

• Late Filing: TISPA was notified of the election on June 3, 2025, but delayed action, undermining equitable grounds for relief.
• Lack of Merit: The ICANN ruling’s communiqués (June 19, 2025) addressed TISPA’s and ICANN’s grievances.
• Non-Disclosure: TISPA failed to disclose the ICANN-ordered communiqué, lacking “clean hands” for equitable relief.
• Injunctive Requirements: No serious issue to be tried, and the balance of convenience favoured continuing the election, ongoing since June 18, 2025.

TISPA is deeply disappointed with the June 20 dismissal, which allowed an election we believe violates AFRINIC’s bylaws, risking long-term governance instability.

ICANN’s Requests and Court Outcomes
In the ICANN case, ICANN requested:

1. Prayer (i): A communiqué informing resource members of Cloud Innovation Ltd’s erroneous registration as a registered member at the Registrar of Companies.
2. Prayer (ii): Immediate reconstitution of the NomCom, alleging a flawed setup due to Cloud Innovation Ltd’s misclassification.
3. Prayer (iii): A communiqué detailing the NomCom’s establishment in the absence of a board.

The Court’s ruling on June 19, 2025, resulted in:

• Granted Prayers (i) and (iii): AFRINIC and the receiver were ordered to issue a communiqué by June 20, 2025, at 15:00 hours, to:
  • Confirm Cloud Innovation Ltd’s corrected status as a resource member only.
  • Explain the NomCom’s bylaws-compliant setup.
• Rejected Prayer (ii): The Court declined to dismantle the NomCom, citing governance continuity and the receiver’s oversight.
• No Costs Ordered: Shared goals for AFRINIC’s operations warranted no costs.
• The Court noted ICANN’s lack of locus standi but considered the application for global internet stability.

New Legal Application by Long Standing Resource Member (TISPA)
A separate application by a resource member representing its members on systemic violations of AFRINIC’s bylaws (Articles 9, 10, 12, 13), including:

• Improper NomCom and Election Committee (ECOM) Constitution: Breaches of Articles 9 and 10.
• Violation of Staggered Elections: Electing all six regional seats disrupts Article 13.6.
• Disenfranchisement of Resource Members: Violations of Article 12.
• Unlawful AGMM Procedures: Non-compliance with Article 12.2.
  Failure to Use Casual Appointments: Ignoring Article 13.14.
• Future NomCom Crisis: Electing all six regional seats prevents a bylaws-compliant NomCom (Article 9.1) in 2028, risking an externally appointed NomCom and violating AFRINIC’s governance model (Article 23).

The Applicant, with standing, seeks a review of the election’s lawfulness, beyond the ICANN ruling’s scope.

TISPA’s Concerns and Proposed Election Framework
TISPA was concerned that the election, by filling all six regional seats, violates Article 13.6 and risks a 2028 governance crisis, as a bylaws-compliant NomCom (Article 9.1) cannot be formed without vacant regional seats, potentially leading to an externally appointed NomCom.

TISPA’s proposed framework, not adopted by the receiver, includes:

1. Board Composition:
   • Elect six directors: four regional (e.g., Northern, Western, Indian Ocean, Central Africa; Article 13.5) and two non-regional (Seats 7 and 8; Article 13.4(ii)).
   • Leave two regional seats (e.g., Southern and Eastern Africa) vacant to align with Article 13.6 and ensure NomCom compliance (Article 9.1).
     Include the CEO ex-officio (Seat 9; Article 13.4(iii)), if appointed.
   • Ensure one Mauritius-resident director (Article 13.9, Companies Act 2001).
2. Quorum and Functionality: A six- or seven-director board meets the quorum of five directors (Article 19.6), enabling AGMM calls (Article 11.1).
3. Community Participation: The board appoints a NomCom via a public call (Article 9), allowing community nominations for vacant seats.

TISPA’s Position
TISPA is disappointed that the Court set aside our June 20 application, undermining the June 13 interim order and proceeded to allow an election that violates AFRINIC’s bylaws while setting aside a TISPA application that aimed at addressing systemic violations, including disenfranchisement and the NomCom crisis. The ICANN-ordered communiqués, while welcome, do not resolve these broader issues to ensure bylaws compliance and protect members’ rights.
Given the election’s continuation, TISPA calls on resource members to act under Articles 11.2 and 12.11 by:

• Requisitioning an SGMM: At least 5% of members (approximately 100) can requisition a Special General Members’ Meeting (SGMM) to propose early elections for two regional seats (e.g., Southern and Eastern Africa) by mid-2026, ensuring a compliant NomCom in 2028.
• Proposing Motions: At an AGMM or SGMM, members can vote to terminate two directors’ terms early (Article 13.13), amend Article 9 temporarily (Article 11.8), or urge casual appointments (Article 13.14).

Tanzania Internet Service Providers Association (TISPA)
June 23, 2025