PDP Working Group (WG) Guidelines and Procedures

Name of Proposal	PDP Working Group (WG) Guidelines and Procedures		Status: Under Discussion
ID:	AFPUB-2026-GEN-001-DRAFT01	Date Submitted:	20/05/2026
Author(s):	Grégoire EHOUMI gregoire[at]ehoumi.net Noah Maina noah[at]neo.co.tz Adeola A. P. AINA aalain[at]digitalintelligence.africa	Version:	1.0
Obsoletes:	CPM 3.3 CPM 3.5 Section 3.5 is now part of the PDWG (section 3.3.10.3)	Amends:	CPM 3.4 [Section 3.4.4]. Section 3.4.4 is now part of the PDWG (section 3.3.11)

Relation to other provisions in the AFRINIC governance framework.
It requires amendment of section 11.2 of the Bylaws
It requires amendment of the NRO NC member election process

1. Summary of the problem being addressed by this proposal

The current PDP uses a Working Group for policy development activities. It does not define specific procedures and operational rules for the working group. This has over the time led to interpretation issues in regard to how the working group is administered and how discussions are moderated.The current PDP and PDWG activities are too dependent on the Registry’s governance. The recent lack of a board quorum had many negative impacts on the Policy Development Process:

Adopted policy proposals not ratified or not implemented
No Public Policy Meeting - Non-renewal of co-chairs
Non-renewal of appeal and recall committees
Non-renewal of ASO AC/NRO NC representatives
Frozen Resource Policy Discussion mailing list

2. Summary of how this proposal addresses the problem

The proposal addresses the problems by defining clear and explicit Working Group guidelines and procedures. A new Policy Development Approach inline with the new “Governance
Document for the Recognition, Operation, and Derecognition of Regional Internet Registries” (1) which:

is community-driven and governed
maintains continuity irrespective of the Registry Function Operator
guarantees that the AFRINIC Internet Community will always continue to define the policies to govern Number Resources management in AFRICA

It establishes a Regional Number Council, a new Appeal and Recall committees and has provisions for the Working Group to initiate petition to ratify policy proposal in case board is prevented from acting or refuses to ratify without reasons. It introduces community consultation meetings to expand the reach of participation in the PDP
beyond the official channels.

It is sourced from the analysis (2) of the AFRINIC Policy Development Process.

The proposal obsoletes sections 3.3 & 3.5 and amends section 3.4.4 of the AFRINIC CPM., as follows:

Current	Proposed
3.3 The Policy Development Working Group (PDWG) The Policy Development Working Group (PDWG) discusses the proposals. Anyone may participate via the Internet or in person. PDWG work is carried out through the Resource Policy Discussion mailing list (rpd@afrinic.net) and the bi-annual AFRINIC Public Policy Meetings (PPM). Any person, participating either in person or remotely, is considered to be part of the Policy Development Working Group. The Policy Development Working Group has two Chairs to perform its administrative functions. The PDWG Chairs are chosen by the AFRINIC community during the Public Policy Meeting and serve staggered two-year terms. The term ends during the first Public Policy Meeting corresponding to the end of the term for which they were appointed. A term may begin or end no sooner than the first day of the Public Policy Meeting and no later than the last day of the Public Policy Meeting as determined by the mutual agreement of the current Chair and the new Chair. If the Working Group Chair is unable to serve his or her full term, the Working Group may select a replacement to serve the remainder of the term. If the Working Group Chairs are unable to attend the Public Policy Meeting, the Working Group shall nominate a Chair for the session. Anyone present at the meeting, whether in person or by remote participation, may participate in the selection process for a temporary Chair. 3.4.4 Approval The Working Group Chair(s) shall recommend the draft policy to the AFRINIC Board of Directors for approval if it has the consensus of the Policy Development Working Group. The recommendation shall include a report of the discussions of the draft policy and feedback from the Last Call. The draft policy shall be ratified by the AFRINIC Board of Directors. 3.5 Conflict Resolution 1. A person who disagrees with the actions taken by the Chair(s) shall discuss the matter with the PDWG Chair(s) or with the PDWG. If the disagreement cannot be resolved in this way, the person may file an appeal with an Appeal Committee appointed by the AFRINIC Board of Directors. An appeal can only be filed if it is supported by three (3) persons from the Working Group who have participated in the discussions. 2. The appeal must be submitted within two weeks of the public knowledge of the decision. The Appeal Committee shall issue a report on its review of the complaint to the Working Group. The Appeal Committee may direct that the Chair(s) decision be annulled if the Policy Development Process has not been followed. 3. Anyone may request the recall of a Working Group Chair at any time, upon written request with justification to the AFRINIC Board of Directors. The request must be supported by at least five (5) other persons from the Working Group. The AFRINIC Board of Directors shall appoint a recall committee, excluding the persons requesting the recall and the Working Group Chairs. The recall committee shall investigate the circumstances of the justification for the recall and determine the outcome.	The Policy Development working group (PDWG) provides an open public forum where proposals for policies for a proper and responsible usage and Management of Internet number are discussed. PDWG sessions are held at AFRINIC Public Policy Meetings(PPM). Between meetings, discussions continue through the Resource Policy discussions mailing list (referred to as “mailing list”). The PDWG is open to all interested individuals. This document serves as guidelines on how the working group shall operate. It defines clear roles and responsibilities for the PDWG co-chairs and clear procedures for the working group’s administration. 3.3.0 Definitions NRO NC: The NRO Number Council (NRO NC), is an elected body of 15 volunteers. As stated in the ICANN ASO MoU, the NRO NC serves as the ASO Address Council (ASO AC) NRO NC Members: Each RIR community selects two people to serve on the ASO AC / NRO NC. Each RIR’s Executive Board also appoints one person from its respective region to serve. Eligibility of Community-elected NRO NC members: Open to individuals residing within the AFRINIC service region. It is expected that candidates are active members of the AFRINIC community, engaged in community activities . All nominations (including self-nominations) must be supported by one AFRINIC member and one member of the community; the Community member should not be a registered contact of the AFRINIC member. Election of the community-elected NRO NC members: These members are elected during Public Policy meeting, through online voting administered and managed by AFRINIC staff, where candidate with the majority votes win. In case of tie, the voting is repeated. If a member resign, or unable to serve, a new election is organised at the next PPM called by the Number Council. Voting for the community-elected NRO NC members: NRO NC elections are open to AFRINIC members and to PPM attendees as follow. (3) a) Member voting AFRINIC Members are eligible to vote in the NRO NC elections. Each Member organisation is entitled to cast one vote during the times noted in the NRO NC election timetable. Online voting entitlements are only available to those individuals who are: Corporate Contacts, or Authorized contacts with voting rights given by the Corporate Contact b) Registered PPM attendee voting Individuals who reside in a country within the AFRINIC service region, are registered for the current PPM they are attending in-person and have also attended at least one of the previous six PPM (either online or in-person) are entitled to vote in the NRO NC elections. Verification of an individual’s entitlement to vote against official records will be used where necessary. c) AFRINIC staff are not eligible to vote. The voting takes place during the PPM. The details of the voting process will be published on the PPM website. Number Council (NC): The co-chairs, the 2 community-elected NRO NC members and the board-Appointed NRO NC member constitute the Number Council. The Council is chaired by one of the two Community-elected NRO NC member. It makes decision by the majority of members present. Appeal Committee (AC) : The 2 community-elected NRO NC representatives and the immediate past co-chair form the Appeal committee. Recall Committee (RC) : The Appeal Committee serves as Recall Committee Community Consultation (CC): Community Consultations are forum to present, discuss,and raise awareness on policy proposals in various constituencies and various languages. The co-chairs can call CC anytime suitable. 3.3.1 Co-chairs Two PDWG co-chairs primarily administer the Policy Development working group. The PDWG co-chairs perform a vital role in managing the working group. The effectiveness of the PDWG is dependent on the active participation of the co-chairs. PDWG co-chairs undertake their role on a volunteer basis. The co-chairs coordinate the activities of the policy development’s working group and are expected to attend all AFRINIC Public Policy Meetings. They must remain subscribed to the mailing list for the duration of their term and must also be subscribed to the AFRINIC members-discuss mailing list during their term. For each policy proposal, one co-chair must be assigned as the primary contact; both co-chairs however shall actively participate in the consensus building. The leading co-chair for the proposal as described above shall guide the policy proposal through the different phases of the PDP. 3.3.2 Responsibilities of PDWG co-chairs The co-chairs’ responsibility encompasses at least the following: Ensure working group process and content management The co-chairs have ultimate responsibility for ensuring that the working group achieves forward progress .The co-chairs are also responsible to ensure that the working group operates in an open and fair manner. Moderate the mailing list The co-chairs should attempt to ensure that the discussions on the list are relevant and that they converge to consensus agreements. The co-chairs should make sure that discussions on the list are summarised and that the outcome is well documented to avoid repetition and other abuses. Organise, prepare and chair the face-to-face and on-line formal working group meetings as well as community consultation meetings. The specific responsibilities of the co-chairs are listed below: 3.3.2.1 Before an AFRINIC Public Policy Meeting a) Assist authors with formatting proposal b) Introduce policy proposals to the mailing list c) Discourage any behaviour that jeopardises open participation to policy discussions, especially for newcomers. d) Monitor and moderate discussions held on mailing list e) Announce the call for presentation of policy proposals for Public Policy Meetings on the mailing list f) Read presentation's slides to familiarize themselves with the details and ensure they match proposals ‘text. In case of any difference, submission of an updated version of the proposal on the mailing list to notify the working group is required, even if these changes will not be considered. g) Create agenda presentation slides for the meeting with AFRINIC staff. h) Guide the consensus building process; announce the current status of a policy proposal. i) Read AFRINIC Public Policy Meeting minutes and make corrections as necessary j) Present the policy discussion working group report to the AFRINIC Public Policy Meeting. 3.3.2.2. During a Public Policy Meeting a) Chair the Public Policy meeting and moderate the discussions. b) Determine whether proposals gained enough support to move to the next phase. c) Monitor remote chat-room discussions during the AFRINIC Public Policy Meeting d) Present the policy discussion working group report to the AFRINIC Public Policy Meeting. 3.3.2.3. After a Public Policy Meeting a) Send a report of the Public Policy Meeting to the community and mailing lists including policy proposal discussion outcomes and open action items. b) Monitor and moderate discussions during the last-call phase period. c) Summarise discussions, and following the end of the last-call, post the decision regarding whether the proposal has reached consensus or not. d) Submit policy proposal ratification report to the AFRINIC board of directors 3.3.3. Appointment of PDWG Co-chairs The working group appoints two co-chairs for a two-years term. Co-chairs’ appointments occur in alternate years for each seat (seat1 and seat2). The working group makes decisions by consensus and shall also appoint co-chairs by consensus(2). The appointment for each seat follows the following process: At least 60 days before the Public Policy Meeting, AFRINIC staff send a call for nominations to the mailing list. The call will contain: Details of the co-chair position to be filled (seat1 or seat2) Details of the duties of the position. The closing date for nominations; 30 days from the date of the call. Any natural person residing in a country from the AFRINIC service region is allowed to volunteer. Candidates for the co-chair’s position should be known as an active participant on the mailing list with good experience with the AFRINIC policy development processes which are readily learned by active participation in the working group and especially by serving as document editor or author. They must have attended at least four (4) meetings of the last six (6) Public Policy Meetings of which one must be in person. The six meetings are the six most recent meetings that ended prior to the date on which the solicitation for volunteers is submitted on resources policy discussions list. Volunteers make themselves known by introducing themselves (short biography and motivation) as a candidate to the Number Council. At the end of the nomination period, the NC shall publish the list of qualified candidates. If at least one nomination is received by the closing date, the appointment process starts. The appointment must be held at the upcoming Public Policy Meeting as the first item on the agenda. Those present at the session, either in person or remotely, will determine by consensus among the candidates who shall take the available position. The remaining chair will determine whether consensus has been reached. If the working group finds itself without a co-chair, Number Council’s chair will lead the consensus process. In the event of a tie, the consensus tied candidates will draw lots. If only one candidate is being evaluated, the lack of consensus must declare the seat vacant. The Number Council shall appoint interim co-chair within two weeks after the PPM. The Interim co-chair will act up to the appointment of the new co-chair. Exit of co-chair includes a handover period and an expectation that the sitting chair follows proposals, which have already reached consensus, to the completion of their PDP cycle. 3.3.4. Recalling a co-chair If the co-chair does not attend two consecutive AFRINIC Public Policy Meetings without reasons or has been publicly reported by the other co-chair as no longer attending to the working group’s affairs without reasons, the co-chair will be removed from its role. Anyone may request the recall of a working group co-chair at any time, upon a written request with justifications to the Recall Committee. The request must be supported by at least ten (10) other persons from ten(10) different organisations. These persons must have been subscribed to the mailing list for at least one(01) year and attended at least one (1) AFRINIC Public Policy Meeting during the last two (2) years, either in-person or remotely A request for recall shall be published on the mailing list. The recall committee shall investigate the circumstances of the request for the recall, hear the parties and determine the outcome in not more than 4 weeks. The co-chair(s) must be recalled if proven unable to perform the role of co-chair, or preventing the WG for making forward progress deliberately, or showing constant and persistent violations of the PDP or the WG's rules. The recall committee report shall be published on the mailing list. The recall committee decision shall be final and binding. Whenever a co-chair is removed from its role and recalled, the remaining co-chair will assume the chairing role of the working group until the appointment of a new co-chair(s). If both co-chairs are recalled, the Number Council’s chair shall as a matter of urgency lead the appointment by the working group of an interim co-chair(s) via the mailing list or at the Public Policy meeting. If no consensus can be reached, the Number Council shall appoint interim co-chairs(s) for the working group within two weeks after the ascertainment of the lack of consensus. 3.3.5. Resignation of co-chair If a co-chair resigns, the remaining co-chair will assume the chairing role of the working group until the appointment of a new co-chair. If both co-chairs resign, the Number Council ’s chair shall as a matter of urgency lead the appointment by the working group of an interim co-chair(s) via the mailing list or at the Public Policy meeting. If no consensus can be reached, the number Council shall appoint interim Co-chairs(s) for the working group. The Interim chair will act up to the appointment of the new co-chair(s). 3.3.6 Operations working group (PDWG) 3.3.6.1 Moderation of working group discussions and sessions The challenge of managing the policy development working group sessions is to balance the need for open and fair consideration of the issues against the need to make forward progress. The working group, as a whole, has the final responsibility for striking this balance. The working group co-chairs have the responsibility for overseeing the process. To facilitate making forward progress, the working group co-chairs may wish to decide to reject or defer the input from an individual, based upon the following criteria: Old: The input pertains to a topic that already has been resolved and is redundant with information previously available; Minor: The input is new and pertains to a topic that has already been resolved, but it is felt to be of minor import to the existing decision; Timing: The input pertains to a topic that the working group has not yet opened for discussion; Scope: The input is outside the scope of the discussions or of the working group 3.3.7 Individual Behaviours Occasionally one or more individuals may engage in behaviour on a mailing list that, in the opinion of the working group co-chairs, is disruptive to the working group’s progress or goes against applicable Codes of Conduct. Unless the disruptive behaviour is severe enough that it must be stopped immediately, the co-chairs should attempt to discourage the disruptive behaviour by communicating directly with the offending individual. If the behaviour persists, the co-chairs should send at least one public warning on the mailing list. The warning should clearly expose what is being cautioned on the individual and the basis of co-chairs judgment. As last resort, and typically after one or more explicit warnings, and if the behaviour persists, the working group co-chairs may suspend the mailing list posting privileges of the disruptive individual for a period of not more than 30 days. The application of this restriction must be gradual. If the individual resumes with the same behaviour or worse, the restriction period may increase. Even while posting privileges are suspended, the individual must not be prevented from receiving messages posted to the list. Other Mailing list control solutions may be considered. The working group must have adopted these solutions. Like all other working group’s co-chairs' decisions, any suspension of posting privileges is subject to appeal. 3.3.8 Public Policy Meeting A Public Policy Meeting (PPM) is a meeting open to the community wherein proposals for policies are discussed within the framework of the Policy Development Process (PDP). Public Policy Meeting may be attended by members; Anyone interested in the Number Resources Management policy. The Number Council shall call a Public Policy Meeting at least once a year where policy proposals are discussed or/and for the selection of co-chairs or election of NRO NC representatives. If one co-chair can’t participate in a Public Policy Meeting, the second co-chair shall chair the meeting. If both co-chairs can’t participate in a meeting, the working group shall appoint one (1) person temporarily to lead the session. If the working group fails to appoint a temporary lead, the meeting shall be adjourned. The temporary lead appointed above shall lead the discussions according to the agenda but can’t determine consensus. He will provide meeting minutes to the mailing list and allow the co-chairs to take over. While open discussion and contribution is essential to working Group success, co-chairs are responsible for ensuring forward progress. When acceptable to the working group, co-chairs may call for restricted participation (but not restricted attendance!) at Public Policy meetings for the purpose of achieving progress. The working group co-chairs then have the responsibility to refuse to grant the floor to any individual who is unprepared or otherwise covering inappropriate material, or who, in the opinion of the co-chairs, is disrupting the working group process. 3.3.9 Consensus The working group makes decisions by consensus as defined in the PDP. 3.3.10 Appeals 3.3.10.1 Suspension of posting privileges Anyone whose privileges of posting to the mailing list have been suspended by the working group co-chairs may file an appeal against the decision to the Appeal Committee. The Appeal Committee will evaluate the circumstances, hear the co-chairs and complainer and decide. The Appeal Committee may direct that the Co-chairs decision be annulled if disproportioned or unjustified considering the severity of the behaviour. The Appeal Committee’s decision shall be final and binding. 3.3.10.2 Co-chairs appointment A person who disagrees with the actions taken by a co-chair regarding the appointment process may follow the conflict resolution process. Actions taken by the Number Council regarding the appointment process are final and binding. 3.3.10.3 Conflict resolution A person who disagrees with the actions taken by the Co-chairs shall discuss the matter with the co-chairs or with the PDWG. If the disagreement cannot be resolved in this way, the person may file an appeal with an Appeal Committee An appeal can only be filed if it is supported by three (3) persons from the Working Group who have participated in the discussions. The appeal must be submitted within two weeks of the public knowledge of the decision. The Appeal Committee shall issue a report on its review of the complaint to the Working Group. The Appeal Committee may direct that the co-chair(s) decision be annulled if the consensus determination process or the Policy Development Process has not been followed. The Appeal Committee’s decision shall be final and binding. 3.3.11 Approval of policy proposal The co-chairs shall recommend draft policy to the AFRINIC Board of Directors for approval if it has the consensus of the Policy Development Working Group. The recommendation shall include a report of the discussions of the draft policy and feedback from the Last Call. The draft policy shall be ratified by the AFRINIC Board of Directors. If a policy proposal approved by the PDWG fails to be ratified by the board (inability or refusal by the board without reasons for 60 days), a petition for ratification can be initiated by a member of the PDWG. If the petition is supported by at least 15 members of the PDWG who are: registered contacts of distinct members in AFRINIC database from at least 3 AFRINIC sub-regions A new staff analysis of the proposal must be conducted. And if no new issue is found by staff, the proposal must be considered ratified and implemented by staff.
3.4.4 Approval The Working Group Chair(s) shall recommend the draft policy to the AFRINIC Board of Directors for approval if it has the consensus of the Policy Development Working Group. The recommendation shall include a report of the discussions of the draft policy and feedback from the Last Call. The draft policy shall be ratified by the AFRINIC Board of Directors.	Remove
3.5 Conflict Resolution A person who disagrees with the actions taken by the Chair(s) shall discuss the matter with the PDWG Chair(s) or with the PDWG. If the disagreement cannot be resolved in this way, the person may file an appeal with an Appeal Committee appointed by the AFRINIC Board of Directors. An appeal can only be filed if it is supported by three (3) persons from the Working Group who have participated in the discussions. The appeal must be submitted within two weeks of the public knowledge of the decision. The Appeal Committee shall issue a report on its review of the complaint to the Working Group. The Appeal Committee may direct that the Chair(s) decision be annulled if the Policy Development Process has not been followed. Anyone may request the recall of a Working Group Chair at any time, upon written request with justification to the AFRINIC Board of Directors. The request must be supported by at least five (5) other persons from the Working Group. The AFRINIC Board of Directors shall appoint a recall committee, excluding the persons requesting the recall and the Working Group Chairs. The recall committee shall investigate the circumstances of the justification for the recall and determine the outcome.	Remove

4. References

A new staff analysis of the proposal must be conducted. And if no new issue is found by staff, the proposal must be considered ratified and implemented by staff.

Acknowledgements

The author would like to acknowledge that some text and procedures in this document have been adapted from RFC2418 (4) and from the working group’s practices of other RIRs.

5. References

(1) https://www.nro.net/policy/internet-coordination-policy-2/
(2) https://www.digitalintelligence.africa/publications/alain/Review-AFRINIC-PDP.html
(3) https://www.digitalintelligence.africa/publications/alain/CO-CHAIR-NRO-NC-selection.pdf
(4) https://www.rfc-editor.org/rfc/rfc2418.html
(5) https://www.ripe.net/community/wg/active-wg/dns/dns-wg-chair-selection-process/https://www.apnic.net/community/participate/elections/nro-elections/nro-voting/

Revision History

Date	Details
^20th May 2026	Version 1: AFPUB-2026-GEN-001-DRAFT01 Initial Draft Posted to RPD

1. DPP Details

Field	Details
Policy ID	AFPUB-2026-GEN-001-DRAFT01
Policy Name	PDP Working Group (WG) Guidelines and Procedures
URL of Policy Proposal	PDP Working Group (WG) Guidelines and Procedures AFPUB-2026-GEN-001-Draft-01
Date of Assessment	21 Jun 2026
Affected CPM Section	Obsoletes 3.3 and 3.5; amends 3.4.4. Notes potential interactions with bylaws Section 11.2 and NRO NC election process (per proposal text).
Version of IA	v1.0

2. Previous Versions — Impact Assessments

Version	URL
—	No prior staff impact assessment published

3. AFRINIC Staff Assessment

3.1 Staff Interpretation & Understanding of the Proposal

Publish in public IA

Provide a concise, plain-language summary of what the proposal changes. Note any assumptions made in interpreting the policy text.

Benefit to AFRINIC: Summarise expected operational and governance benefits.
Impact on Resource Members: Describe positive/negative changes and implications for member workflows; note transition needs.

3.2 Clarity of Policy Text

Publish in public IA

List ambiguities, undefined terms, internal inconsistencies, and sections requiring clarification.
Map unclear sections to specific CPM or procedural touchpoints.

3.3 Areas of Impact

3.3.1 Interaction with Existing CPM

Obsoletes CPM 3.3
CPM 3.5 Section 3.5 is now part of the PDWG (section 3.3.10.3)

and Amends:
CPM 3.4 [Section 3.4.4]. Section 3.4.4 is now part of the PDWG (section 3.3.11)

3.3.2 Interaction with Other DPPs Under Discussion

No conflict with any proposal under discussion

3.3.3 Impact on IP Numbers Registry Systems

System	Impact
WHOIS	None
RDAP	None
MyAFRINIC (Hostmaster, Member Portal, Transfer Tool)	None
NetSuite	None
NMRP	None
RPKI	None

3.4.4 Member Services Operations

None

3.4.5 IT

None

3.4.6 HR

None

3.4.7 Legal

The underlying premise that the PDP constitutes a standalone organ independent of AFRINIC is legally misconceived. Once this fundamental concept is clearly understood by all concerned, the rest will be resolved. In this respect, please be advised that the PDP derives its authority from, and operates within, the framework established by AFRINIC's Bylaws. As the governing body of the Company, the Board remains the ultimate custodian and protector of the Bylaws and is responsible for ensuring that all subordinate instruments (such as the CPM) and processes remain consistent therewith.
I find it apposite to further reiterate that the authority of the Board is statutory in nature, being expressly conferred by Section 129 of the Companies Act 2001 and replicated in Article 15.1 of the AFRINIC Bylaws. Any interpretation of the PDP or CPM that seeks to diminish or circumvent the Board's statutory and constitutional functions would therefore be legally untenable.
For the avoidance of doubt, I find no legal impediment for the creation of a Number Council that will henceforth facilitate the selection process for the appointment of the PDWG Chairs, resulting in the NomCom appointed by the Board to no longer be the one making the Call for Volunteers and/or finding the suitable candidates. The issue here is that Clause 3.3.8 of the proposed text provides that the intended Number Council shall be the one to convene a Public Policy Meeting. This is plainly against Article 11.2 of the Bylaws which makes same a mandatory obligation for the Board, and so it is a clear encroachment on the powers and prerogatives of the Board. Therefore, unless and until Article 11.2 is amended by the membership, the Board cannot lawfully cede or delegate a constitutional function expressly vested in it to another body. The authors should bear in mind that the CPM constitutes a subordinate governance instrument and, as such, its provisions must remain consistent with AFRINIC's Bylaws, which constitute the supreme governing instrument of the Company. The hierarchy cannot operate in reverse.
Authors and members of the community are further respectfully reminded that legal instruments, including the Bylaws and the CPM, must be read and applied holistically and conjunctively rather than in isolation. It is a well-established principle of legal interpretation that definitions contained in an interpretation section are intended to assist in understanding and applying the substantive provisions of an instrument; they do not override, expand, or diminish the operative provisions themselves. The attempt to assert the supremacy of the PDP by relying solely on the definition of "PDP" contained in Article 1.1 of the Bylaws is misplaced. That definition must be read in conjunction with Articles 11.2 and 11.3, which make clear that the convening of Public Policy Meetings remains a Board function. Furthermore, it is acknowledged that Articles 15.3(i) and 15.3(ii) expressly empower the Board to determine and approve the relevant governance guidelines. However, while such guidelines may originate from, and be developed through, PDWG, the Board ultimately retains the authority and responsibility to approve them, subject to their compliance with applicable legal and constitutional requirements. So again, the Board cannot be reduced to a rubber-stamp body when in fact it is the Board which is legally accountable for the company's affairs.
Further, having regard to section 129 of the Companies Act 2001, it is fundamentally incorrect to suggest that the Board merely executes decisions taken by the PDWG. As noted above, the phrase "shall be ratified" appearing in clause 3.4.4 of the current CPM cannot be interpreted in isolation. Indeed, the opening sentence of clause 3.4.4 expressly provides that the co-chairs make a "recommendation" to the Board. By its very nature, a recommendation presupposes the exercise of judgment and discretion by the recipient - the Board in this instance. It therefore follows that the Board retains the discretion to approve a policy proposal where it is satisfied that the proposal is lawful, consistent with the Bylaws, and otherwise appropriate for implementation. By way of illustration, it would be both illogical and legally unsustainable to contend that the Board is under a mandatory obligation to ratify a policy proposal regardless of its consequences, including where such proposal may jeopardise the Company's continued existence, expose AFRINIC to significant legal or regulatory risk, or otherwise be contrary to its corporate interests and obligations. The ratification function must therefore be understood as involving a substantive review by the Board and not as a purely mechanical or administrative act. That said, the Board's discretion in this regard is not unfettered. Where the Board determines that a policy proposal should not be ratified, such decision should be supported by reasonable, objective, and clearly articulated grounds. This ensures transparency, accountability, and fidelity to the principles of good governance, whilst preserving the Board's ability to discharge its statutory and fiduciary responsibilities in the best interests of the Company.
The draft also provides for decisions of the Appeal Committee, Recall Committee, as well as the Number Council to be "final and binding". For the reasons set out above, and having regard to section 129 of the Companies Act 2001, such provisions may constitute an encroachment upon the powers and responsibilities vested in the Board. While it is appropriate for these bodies to exercise a degree of administrative autonomy in the discharge of their respective functions, their decisions should not be framed in a manner that purports to exclude the Board's statutory authority. Accordingly, and in order to strike an right balance between the operational independence of the PDWG structures and the oversight responsibilities of the Board, it is strongly recommended that the draft policy be amended to incorporate the following general and miscellaneous provisions:

"While the PDWG, the Number Council, the Appeal Committee, and the Recall Committee shall exercise the functions expressly assigned to them under this PDP, the AFRINIC Board shall retain its residual statutory authority and fiduciary responsibility for the management, oversight, and affairs of AFRINIC.

Accordingly, where the Board reasonably and in good faith determines that intervention is necessary to comply with applicable law, protect the interests of AFRINIC, preserve the continuity of its operations, address a material governance failure, or prevent significant legal, regulatory, financial, or operational harm to AFRINIC, the Board may take such measures as are reasonably necessary in the circumstances.

Any intervention by the Board pursuant to this section shall be limited to what is reasonably necessary to address the relevant circumstances and shall, to the greatest extent reasonably practicable, respect the integrity, independence, and community-driven nature of the PDP. The Board shall not intervene in the substantive development of policy proposals except to the extent necessary to discharge its duties under the AFRINIC Bylaws, applicable law, or this PDP.

The Board shall, wherever reasonably practicable, consult with the Co-Chairs and/or the Number Council prior to exercising any intervention power under this section. However, the absence of such consultation shall not invalidate any action taken by the Board where the Board reasonably considers that urgent action is required or where consultation is otherwise impracticable in the circumstances."

The draft proposal, as styled, is not an ordinary policy proposal. It clearly ventures into matters of governance, institutional authority, and procedural administration. Its own title reads - "PDP Working Group (WG) Guidelines and Procedures". Therefore, it is imperative that the drafting be robust and that all necessary legal safeguards be properly incorporated so that community and the PDWG are able to make an informed decision. This was the sole purpose behind the drafting assistance offered to the authors. The absence of clear delineation of functions, powers, and jurisdiction between the proposed Appeal Committee and Recall Committee serves as a practical example of why the draft requires further legal refinement and tightening.
In conclusion, I wish to clarify that the assistance provided to the authors was motivated solely by the need to mitigate legal risk for AFRINIC, an organisation that has already been exposed to considerable and sustained litigation over recent years.
Accordingly, the authors are advised to review their draft proposal in light of the above observations.

3.4.8 Finance

Associated costs of community consultations

3.4.9 Policy Liaison Inputs

Instead of 2 PDP Co-chairs, we recommend 3 co-chairs with a quorum of 2 at any PPM for the following reasons :-

a) Balances the workload of the co-chairs in regard to the Policy Proposals

b) Ensures continuation of the PDP in the event that one co-chair is unable to attend a PPM or resigns or is recalled

3.3.2 Responsibilities of PDWG co-chairs

The section is silent as to how the co-chairs shall handle competing or overlapping policy proposals being tabled for discussion in a same period

3.3.7 Individual Behaviours

The AFRINIC Code of Conduct AFRINIC Community Code of Conduct provides the guidelines for enforcing the code of conduct .

Where members are mentioned , the authors to clarify if they mean Resource Members , Registered Members or Associate Members
Consensus - A definition of consensus/rough consensus is recommended as it will also serve as a guiding principle to newcomers in the PDWG
Availability of eligible persons for the Number Council

ASO-AC representatives elected by the community will have additional responsibilities on the appeal and recall committees

Past co-chair will join the Appeal Committee

these are volunteer roles and may become less appealing due to ‘extra’ workload.

4. Recommendations on Policy Wording

3.3.0 5a) Member voting

AFRINIC Members are eligible to vote in the NRO NC elections. Each Member organisation is
entitled to cast one vote during the times noted in the NRO NC election timetable. Online voting
entitlements are only available to those individuals who are:
Corporate Contacts, or Authorized contacts with voting rights given by the Corporate Contact

to be reworded to either mention the Designated Representative(DR) of the Resource Member to align with the current practice of the DR representing the member organisation in AFRINIC matters and elections.

5. Staff Clarification Requests

Will be addressed as the proposal matures.

6. Implementation Plan

Will be addressed as the proposal matures.