Cloud Innovation rejects AFRINIC's demand to remove it from the company register. Every Resource Member should be recognised as a member under company law, entered in the register, and protected by the applicable shareholder-equivalent rights. The protections we have fought to enforce should be available to every member.

A large membership requires a complete register. If thousands of members qualify for registration, administrative convenience cannot justify excluding them.

Correcting a classification does not cancel membership

Cloud Innovation is a Resource Member. We accept that its earlier classification as a "Registered Member", the category AFRINIC's bylaws use for directors, was incorrect. That correction does not cancel our membership of the company.

The 11 June 2025 order, in SC/COM/MOT/000399/2025, expressly required AFRINIC to correct its register under section 91 and include Cloud Innovation as a member. It also directed corresponding entries in the Registrar's company records. Removal of the earlier entries came with an express requirement to make the correct entries. The Court recorded the Receiver's undertaking to complete the correction within fifteen days.

The 19 June ruling addressed the incorrect Registered Member classification. It contains no order cancelling the 11 June inclusion directions. AFRINIC cannot use a correction of category to disregard an express order recognising membership.

Under section 2 of the Companies Act, a person entitled to appear in a guarantee company's register is a member. Section 269 applies shareholder provisions to members, subject to statutory exceptions. AFRINIC's lack of share capital does not remove those protections.

The order expressly names Cloud Innovation. Our position is that every Resource Member deserves the same enforceable recognition. The Registrar's email of 30 October identifies us as a Resource Member, the correct category. We seek compliance with the existing order.

Authority to conduct an election is not authority to rewrite its rules

The Court required elections under AFRINIC's constitution. Yet the Receiver's September election guidelines claimed priority in interpretive conflicts with the bylaws, provided they remained consistent with their "spirit". There was a concrete consequence: Article 12.12 permits proxy voting; the guidelines prohibited it.

Interpreting a provision does not, by itself, confer authority to override it. The power to organise an election does not automatically include the power to remove a voting method the constitution expressly allows. Invoking its "spirit" cannot supply that authority. Otherwise, the organiser could select the rules that bind him and certify his own compliance.

Cloud Innovation's case is that these departures exceeded the Receiver's mandate, breached the Court's orders and failed to produce valid appointments. The Receiver's assurance that he fulfilled his mandate does not resolve those questions.

In SC/COM/MOT/000757/2025, AFRINIC and the Receiver sought termination of the receivership, his discharge, and a declaration that the September candidates had been validly appointed. We oppose that application. The requested judicial confirmation remains pending. An application for validation is not an order granting it.

Cloud Innovation therefore does not recognise this Board as lawfully constituted. We demand the removal of every person purporting to act as an AFRINIC director and correction of the related director and Registered Member entries. Registry services must continue under lawful authority.

AFRINIC's own June 2025 statement records that our enforceable member rights enabled the application for a Receiver. These individuals claim office through the resulting process, yet support removing the member whose action made it possible. They cannot rely on member rights as a route to office while resisting those rights as a constraint on power.

The proposed constitution would weaken members' control

This purported Board appointed the Bylaws Review Committee's six members and its chair, with the Receiver's consent. The committee reports to the Board, and Board approval is required before the final draft goes to members. Member approval remains necessary; the Board does not have unilateral power to adopt these changes.

The proposed constitution would change the balance of power:

  • Articles 6.5–6.6 attach statutory registration and Companies Act rights to directors while defining Resource Membership as contractual. Specified governance rights and rights required by law remain, but the draft reinforces a legal divide between directors and resource holders.

  • Article 7.4 omits the current Article 7.6(iv) power to determine general policies by ordinary resolution. Article 7.2A requires ten Resource Members in Good Standing to support a proposal and permits refusal by two-thirds of all directors, with written reasons. This adds a Board-controlled barrier to member proposals.

  • Article 8.6 permits delegation of membership suspension and termination to officers, subject to safeguards and appeal. Article 8.5 retains resource return on termination, under the registration agreement. A membership decision can therefore put continued use of a network's resources at risk.

In our view, this creates a clear governance conflict of interest: directors oversee proposals that would reduce members' control over those same directors. Consultation does not remove that conflict. Members should reject a structure that weakens their ability to control administrators while preserving the administrators' power over their resources.

Members' rights must protect the networks they operate

Every lawful resource holder should have secure ownership of its IP address resources, continuity of use, transferability and the freedom to change registry providers. Corporate membership and resource ownership are distinct rights. We advocate both.

The principle in our Bill of Rights of Uniqueness Coordination is straightforward: operators invest in networks and bear the operational consequences. Administrators maintain accurate records and protect uniqueness. Their authority must remain limited, accountable and replaceable. Neither an administrator nor a membership majority should gain ownership of another operator's resources through a governance decision.

We call for recognition of every Resource Member, compliance with the registration orders, removal of the purported directors, and rejection of these amendments. AFRINIC should publish the complete relevant court instruments and its legal notice. Members are entitled to examine the evidence and challenge official claims.

Why should those appointed to serve members enjoy stronger company-law protections than the members themselves?

Will you support stronger rights over your resources and the continuity of your network—or stronger administrative powers to withdraw those rights?

Cloud Innovation Ltd