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Minutes of the Board Meeting Held on 13 April 2016 at 15:26 UTC

(via the webex Online Conference System)

Present:

  1. Mr Alan Barrett (AB) Chief Executive Officer
  2. Mr Sunday Folayan (SF) Chairman Western Africa
  3. Mr Christian Bope (CB) Member Central Africa
  4. Mr Krishna Seeburn (KS) Member Indian Ocean
  5. Ms Aminata A Garba (AG) Member Non Geographical

Apologies:

  1. Mr Haitham El Nakhal (HN) Vice Chairman Northern Africa
  2. Mr Abibu Ntahigiye (AN) Member Eastern Africa
  3. Mr Lucky Masilela (LM) Member Southern Africa
  4. Mr Andrew Alston (AA) Member Non Geographical

Agenda:

1.0 Welcome Address and Agenda Review

2.0 Approval of last minutes dated 24 February 2016

3.0 Resolutions to be ratified

3.1 Reschedule election for the Governance Committee

     Passed via email on 28 March 2016

4.0 RIR Accountability Review

         [D3 a ] - proposal approved by NRO EC

         [D3 b ] - data collection template

         [D3 c ] - evaluation questions

         [D3 d ] - public summary template

         [D3 e ] - data collection draft report

5.0 CRISP Team - Resignation of Mwenda Kivuva

6.0 Update on AIS16 – Bostwana

6.1 Board f2f Meetings & Agenda

  • Arrival on Friday 3 June 2016
  • Informal Meeting Sat 4 June 2016
  • Formal Board Meeting Sun 5 June 2016

6.2 AGMM – Thurs 9 June 2016

7.0 Future Events

7.1 Board Travel 2016

7.2 Board Retreat

  • Mauritius July 2016 (TBC)

7.3 AFRINIC-25

  • Mauritius, 25 -30 November 2016

8.0 Registration of Directors and Change of Company Secretary

8.1 Status Update – [D4]

8.2 Change of Company Secretary

9.0 AOB

9.1 Clarification of the Fee Structure

9.2 Associate Membership – [REDACTED]

9.3 Election process

10.0 Adjournment

 

Business of the Day

1.0 Welcome Address an Agenda Review

The Chairman, Sunday Folayan (SF) welcomed the Board Members present online and opened the meeting at 15:26 UTC.

A roll call was conducted to confirm quorum.

SF made a review of the Agenda. The following Items were proposed and added to the Agenda under AOB;

a. Clarification of the Fee Structure – Proposed by AB

b. Associate Membership – [REDACTED] – Proposed by AB

c. Election process – Proposed by CB

The amended Agenda was adopted unanimously. Moved by KS and Seconded by CB

 

2.0 Approval of last minutes dated 24 February 2016

Resolution 201604.271

The Board approved the minutes of the Board meeting held on 24 February 2016 as presented by the Secretariat.

Resolution passed unanimously.

Moved by KS. Seconded by AB.

 

3.0 Resolutions to be ratified

3.1 Reschedule election for the Governance Committee

Passed via email on 28 March 2016

 

Resolution 201602.270

WHEREAS in Resolution 201511.254 the Board resolved that the election and appointment of the initial members of the Governance Committee be finalised at the AGMM in May/June 2016;

WHEREAS the Terms of Reference of the Governance Committee states that terms will begin on 1 January;

WHEREAS the NomCom has requested that the election and appointment of the initial members of the Governance Committee be delayed until the AFRINIC meeting in November/December 2016;

THEREFORE RESOLVED that the election and appointment of the initial members of the Governance Committee be delayed until the AFRINIC meeting in November/December 2016.

Resolution passed unanimously.

Moved by KS. Seconded by AB.

 

4.0 RIR Accountability Review 

The CEO briefed on the Accountability Review which is being conducted by all five RIRs in parallel with the IANA Transition, and guided the Board on the following documents.

 

[D3 a ] - proposal approved by NRO EC

[D3 b ] - data collection template

[D3 c ] - evaluation questions

[D3 d ] - public summary template

[D3 e ] - data collection draft report

 

Each RIR has contracted a law firm to assist in completing the documents.

The Board is expected to produce a public summary; the summary to inform the community that a review of our accountability was carried out and the outcomes / findings.

The Board is also to complete the evaluation questions in consultation with the Legal Counsel; either the internal Legal Counsel or the contracted Legal Firm.

The last step is to send the findings to an independent law firm contracted by ARIN, who will collate all the public summaries prior to publication.

 

Action Item 201604.01

The CEO to send to the Board a timeline / summary of all the next steps that should be carried out by the Board in line with the RIRs Accountability Review.

 

5.0 CRISP Team - Resignation of Mwenda Kivuva

The CEO informed the Board that Mwenda Kivuva has resigned from the CRISP Team after his appointment as Project Manager at AFRINIC. The CEO recommended that the position on the CRISP Team is to be left vacant since the CRISP Team has already completed the main part of its job and it is likely that the CRISP team will soon be dissolved.

 

Resolution 201604.271

WHEREAS Mwendwa Kivuva has resigned from the CRISP Team in order to take up an appointment at AFRINIC;

WHEREAS the CRISP Team has completed the major part of its work and is likely to be dissolved soon;

RESOLVED to thank Mwendwa Kivuva for his service;

RESOLVED to leave the position in the CRISP Team vacant.

Resolution unanimously passed.

Moved by AB. Seconded by KS.

 

6.0 Update on AIS16 – Bostwana

6.1 Board f2f Meetings & Agenda

  • Arrival on Friday 3 June 2016
  • Informal Meeting Sat 4 June 2016
  • Formal Board Meeting Sun 5 June 2016

The CEO informed the Board of its meetings schedule during AIS’16 in Bostwana as presented above.

There was no objection to the schedule.

 

6.2 AGMM – Thurs 9 June 2016

The Board was informed that the preparations for the AGMM and election process are ongoing.

 

7.0 Future Events

7.1 Board Travel 2016

The CEO explained that the approved budget includes provision for about 5 trips by Board members to non-AFRINIC Internet-related meetings during 2016. He also drew the Board’s attention to an online worksheet where members can register their interest in particular meetings.

[REDACTED]

The Chair asked members to complete the Board Travel 2016 worksheet within the next week.

 

Action Item 201604.02

All Directors to complete the Board Travel 2016 worksheet by 22 April 2016.

 

7.2 Board Retreat

Mauritius July 2016 (TBC)

The CEO suggested holding a Board retreat in Mauritius during July 2016, soon after newly elected Directors take their seats. AG requested a poll for a suitable date, and that both July and August be considered.

 

Action Item 201604.03

The CEO to arrange an online poll for a suitable date for the Board Retreat in July or August 2016.

 

7.3 AFRINIC-25

Mauritius, 25 -30 November 2016

The Board was informed that there was no good proposal to host the AFRINIC-25 meeting and as such, the meeting will be held in Mauritius, with training and workshops from 25 to 27 November 2016, and the meeting from 28 to 30 November 2016.

 

8.0 Registration of Directors and Change of Company Secretary

8.1 Status Update

The Board was informed that the Register of Directors and the Register of Members at the Registrar of Companies in Mauritius is now up-to-date. Viv Padayatchy has been removed as Director and Member of the company.

 

8.2 Change of Company Secretary

Executive Session opened at 16:18 UTC

****

Executive Session closed at 16:28 UTC

Resolution 201604.273

WHEREAS the Board sees a need to appoint a new Company Secretary;

RESOLVED to appoint a subcommittee of Alan Barrett and Kris Seeburn to evaluate prospective Company Secretaries and to make a recommendation to the Board.

Proposed by SF. Seconded by CB .

Passed unanimously

 

9.0 AOB

9.1 Clarification of the Fee Structure

The CEO explained that fees described as “once off” or “setup” fees are sometimes interpreted as being once per member, whereas he believed that once per allocation or assignment event would be better. Under the current interpretation, AFRINIC sometimes expends significant effort in processing applications while the member pays no additional fees.

 

Resolution 201604.274

WHEREAS the existing fee schedule is not clear about the meaning of

“set-up” fees of “once-off” fees;

WHEREAS every allocation or assignment event requires effort from AFRINIC;

RESOLVED that fees currently described as “one-off” or “set-up” fees should be clarified as “once per assignment” or “once per allocation”.

Proposed AB, Seconded KS.

Passed unanimously.

 

9.2 Associate Membership [REDACTED]

The Board discussed an application received from [REDACTED] to be an Associate Member, and the Bylaws‘ clauses with regards to Associate Membership in general.

The Board reached consensus that presently there exist no criteria and process for admitting the Associate Members. It was agreed that a broader committee of at least 3 Board Members to be constituted to evaluate such applications.

 

Action Item 201604.04

A Sub Committee to be formed to consider criteria for Associate Membership.

 

Resolution 201604.275

WHEREAS there may from time to time be a need to consider application for Associate Membership from persons or organisations in terms of Bylaws section 6.1(ii);

WHEREAS no suitable process exists;

RESOLVED to call for volunteers on the Board mailing list to form a subcommittee to draw up suitable guidelines.

Proposed by SF, Seconded by AG.

Passed unanimously

 

9.3 Election process

The Board was briefed by the CEO and the Board is happy with the interface between the CEO and NomCom.

 

10.0 Adjournment

The Chair adjourned the meeting at 16:58 UTC.

Motion moved by KS. Seconded by AG

 

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