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Minutes of the Board Meeting Held on Thursday 11 May 2016 AT 15:27 UTC (Corrected)

Present:

Mr Alan Barrett (AB) CEO
Mr Sunday Folayan (SF) Chairman Western Africa
Mr Haitham El Nakhal (HE) Vice Chairman Northern Africa
Mr Abibu Ntahigiye (AN) Member Eastern Africa
Mr Christian Bope (CB) Member Central Africa
Mr Krishna Seeburn (KS) Member Indian Ocean
Ms Aminata A Garba (AG) Member Non Geographical
Mr Andrew Alston (AA) Member Non Geographical

 

Apologies:

Mr Lucky Masilela (LM) Member Southern Africa

 

Agenda:

1.0 Welcome Address and Agenda Review
2.0 Approval of Minutes of previous meetings
2.1 AGMM Tunis dated 4 June 2015
2.2 SGMM Pointe Noire dated 3 Dec 2015
2.3 Board meeting dated 13 April 2016
3.0 Review of action items from previous meetings
4.0 Report of Sub-Committees
5.0 Resolutions to be ratified
5.1 Joint RIR Stability Fund
6.0 AGMM
6.1 Approval of Notice of AGMM Meeting
6.2 Approval of candidates for election
7.0 Status of Audit Report
8.0 Accountability Review
9.0 Governance Committee
10.0 IANA Numbering Services SLA
11.0 AFRINIC Community Code of Conduct
12.0 Alleged violation of NDA
13.0 AoB


BUSINESS OF THE DAY

1.0 Welcome Address and Agenda Review

The Chairman SF welcomed the Board Members present online and opened the meeting at 15:27 UTC. A roll call was conducted to confirm quorum.
SF called for a review of the Agenda.
CB pointed out that Agenda Item No 6.3 (Approval of Candidates of Election) may be possible conflict of interest for the Chairman and the Vice-Chairman since they are both standing for election.
SF clarified that there is no conflict of interest in the discussion of the Agenda Item; but the conflict is in the vote. As such the Chairman and the Vice-Chairman will not vote on any decision.


The motion to adopt the Agenda was moved by KS and Seconded by CB. The Agenda was adopted unanimously.

 

2.0 Approval of Minutes of previous Members Meetings

2.1 AGMM Tunis dated 4 June 2015

2.2 SGMM Pointe Noire dated 3 Dec 2015

The CEO explained that the above draft minutes are being presented to the Board for approval, for publication on the website and for insertion in the AGMM 2016 Agenda; the Bylaws requires the members to approve the minutes at the AGMM.
The Board reviewed the draft minutes and approved same with amendments.

 

Resolution 201605.275
Resolved to publish the draft minutes of the May 2015 AGMM and November 2015 SGMM, and to include them in the agenda for the upcoming June 2016 AGMM.


Moved by KS. Seconded by AN. Passed unanimously.


AG left the meeting at 15:51 UTC due to technical difficulties.

 

2.3 Board meeting dated 13 April 2016

The Board reviewed the draft minutes dated 13 April 2016.

 

Resolution 201605.276
Resolved to approve the minutes of the Board meeting held on 13 April 2016.


Moved by CB. Seconded by KS. Resolution unanimously approved.

 

3.0 Review of action items from previous meetings

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.
Status: Completed. Action Item to be Closed.

 

Action Item 201604.02All Directors to complete the Board Travel 2016 worksheet by 22 April 2016.
Status: The Chair again asked all members to complete the Board Travel 2016 worksheet. Action Item to be kept open.

 

Action Item 201604.03
The CEO to arrange an online poll for a suitable date for the Board Retreat in July or August 2016.
Status: The URL to the poll has been circulated. The Chair asked all members to complete the poll. Action Item to be kept open.

 

Action Item 201604.04
A Sub-Committee to be formed to consider criteria for Associate Membership.
Status: The Chair proposed the Committee to be constituted of AN, HE and AB. There was no objection of the constitution as proposed by the Chair. Action Item to be closed.

 

4.0 Report of Sub-Committees

The Audit Committee to report under Agenda Item No 7 of the Agenda.

 

5.0 Resolutions to be ratified

5.1 Joint RIR Stability Fund

A decision approved online on 24 June 2015 was presented to be ratified.

 

Resolution 201605.277
WHEREAS the RIRs have established a Joint RIR Stability Fund for mutual support <https://www.nro.net/joint-rir-stability-fund>;

WHEREAS funds pledged by RIRs to the Joint RIR Stability Fund will be held in reserve by each pledging RIR until such time as the funds are needed, if ever; WHEREAS in an email discussion in June 2015 the Board agreed to pledge an amount of USD 50,000 as a contingent liability for the Joint RIR Stability Fund;
THEREFORE RESOLVED to ratify the decision to pledge an amount of USD 50,000 to the Joint RIR Stability Fund;
RESOLVED that the amount of USD 50,000 shall be reflected as a contingent liability in the accounts of the Company with effect from 1 July 2015.


Proposed by AB. Seconded by AA. Resolution unanimously approved.

 

6.0 AGMM

6.1 Approval of Notice of AGMM Meeting

The Board reviewed the Notice and Agenda of the 2016 AGMM and approved with amendments.

 

Resolution 201605.278
The Board resolved to approve the Notice of the Annual General Members’ Meeting 2016 subject to amendments as discussed.


Proposed by KS and Seconded by CB. Resolution unanimously approved.

 

6.3 Approval of candidates for election

The CEO presented the list of nominations that had been received for the Board election, in accordance with the terms of the Bylaws section 12.14(i).
The Chairman clarified that the Board cannot approve the slate of candidates, as it is the job of the NomCom. The Board is only approving that the process has been followed and approving the candidates that were nominated as input to NomCom, but not the slate of candidates as output from NomCom.
The Board reviewed the list of candidates and discussed them one by one. The Chairman lost connectivity at 16:48 UTC, HE requested not to chair the meeting because his audio quality was poor, KS acted as Chairman to avoid any conflict of interest in the review of candidates.
The Chairman re-joined the meeting at 17:02 UTC. The review of the list of candidates was completed under the temporary chairmanship of KS.
KS proposed a vote to certify the decision of the Board.

 

Resolution 201605.279
All nominations for the 2016 Board election are approved in terms of the Bylaws section 12.14(i).


Proposed KS. Seconded AA. Passed unanimously, with SF and HE abstaining.

 

7.0 Status of Audit Report

AA presented the Audit Committee report. He said that meetings had been held with the Auditors on the draft financials. The Auditor is to make some changes and to report by the 18th May 2016; and the Audit Committee to report on the financial statements and the Management Letter accordingly before the release of the Notice of Meeting for the AGMM in June 2016.

 

The Chair requested that the draft financial statements be circulated so that Members can have an idea of the situation prior to giving approval.

 

Action Item 201605.01
The Chair of the Audit Committee, AA to circulate the draft financial statements to the Board.

 

8.0 Accountability Review

The CEO made a brief on the status of the Accountability Review and the way forward in producing the summary of findings and the public summary. The report of the external Law
Firm has been received, and the public summary to be drafted. The CEO informed that he has drafted a public summary. There are some changes to be made to the Bylaws to improve our accountability.
The Chair proposed to approve the documents in order to avoid any delay in the process; and any edits to the document to be made on the Board mailing list.

 

Resolution 201605.281
WHEREAS all five RIRs are conducting an accountability assessment;
WHEREAS an independent law firm has completed a data collection exercise;
WHEREAS the Board has completed an evaluation questionnaire based on the data collected;
WHEREAS the Board has completed a public summary of the findings;
THEREFORE RESOLVED to approve the public summary as presented;
RESOLVED to publish the public summary.


Proposed by AB and Seconded by AN. Resolution approved unanimously.

 

9.0 Governance Committee

The CEO stated that version 2 of the Terms of Reference of the Governance Committee was presented to the membership at the SGMM in November 2015 and there were some comments for changes in the Terms of Reference. The CEO had prepared a new version of the Terms of Reference for approval.
CB queried if the request made in Pointe Noire to amend the Preamble has been included in the document. AB replied that in Pointe Noire, Members were requested to send their suggestions to add to the Preamble but no such comments were received. The Preamble has remained unchanged.

 

Resolution 201605.281
WHEREAS in Resolution 201511.254 in November 2015 the Board approved the Terms of Reference (version 2) for a new Governance Committee;
WHEREAS discussion at the AFRINIC-23 meeting in December 2015 suggested that the size of the Governance Committee should be reduced;
WHEREAS a version 3 of the Governance Committee Terms of Reference has been drafted with a reduction in the size of the committee;
THEREFORE RESOLVED to approve version 3 of the Governance Committee Terms of Reference.


Proposed by AB. Seconded by AN. Resolution approved unanimously.

 

10.0 IANA Numbering Services SLA

The CEO informed the Board that, as part of the IANA transition, an IANA Numbering Services SLA contract had been agreed between the RIRs and ICANN. The CEO asked the Board for approval to sign the SLA at the appropriate time.

 

Resolution 201605.282
WHEREAS the US Government’s NTIA has announced their intention to terminate the contract under which ICANN performs the IANA functions <https://www.ntia.doc.gov/press-release/2014/ntia-announces-intenttransition-keyinternet-domain-name-functions>;
WHEREAS the Consolidated RIR IANA Stewardship Proposal Team (CRISP Team) has proposed that the RIRs enter into an SLA or contract with ICANN for the performance of the IANA numbering services <https://www.nro.net/wpcontent/uploads/ICG-RFP-Number-Resource-Proposal.pdf>;
WHEREAS the CRISP Team proposal has been incorporated into the IANA transition proposal from the IANA Stewardship Transition Coordination Group (ICG) <https://www.ianacg.org/icg-files/documents/IANA-stewardshiptransition-proposalEN.pdf>;
WHEREAS the ICG proposal has been transmitted by the ICANN Board to the NTIA <https://www.ianacg.org/plan-to-transition-stewardship-of-keyinternetfunctions-sent-to-the-u-s-government/>;
WHEREAS the RIRs and ICANN have agreed on the terms for the SLA for the IANA Numbering Services and published a draft version 5.1 on 20 April 2016 <https://www.nro.net/news/updated-5-1-and-signature-version-of-theslafor-the-iana-numbering-services>;;
THEREFORE RESOLVED that the CEO be authorised to sign the SLA for the IANA Numbering Services on behalf of AFRINIC, either version 5.1 as published on 20 April 2016, or any subsequent version that is substantially similar.
Proposed by AB. Seconded by HE. Resolution approved unanimously.

 

11.0 AFRINIC Community Code of Conduct

The Board reviewed the draft AFRINIC Community Code of Conduct as prepared by the AFRINIC Staff. The document has been drafted based on the Code of Conduct of other RIRs and IETF. A change in wording of the last paragraph was suggested and agreed.

 

Resolution 201605.283
Resolved to approve the AFRINIC Community Code of Conduct subject to amendments as discussed.
Proposed by AB. Seconded by SF. Resolution approved unanimously.

 

12.0 Alleged violation of NDA

Enter Executive Session 17:39 UTC
******
Exit Executive Session 18:07 UTC


CB thanked the Board for the open discussion and the advice provided to him. He apologized to the Board for his comments and will withdrawn his email from the mailing list with the statement that he misunderstood the email from AA.

Enter Executive Session 18:23 UTC

******
Exit Executive Session 18:26 UTC

 

13.0 AoB

13.1 Requirement to resign from other positions when accepting a nomination to the Board

The Board discussed the situation that occurred in one of AFRINIC meeting in Gambia in May 2012, whereby one candidate for Board Election was also the Chair of the PDP; and whereby the same situation is occurring for Botswana in June 2016.
The Board decided that the NomCom2016 should include such present situation in their report to the community.

 

14.0 Closure

The Chairman asked for a motion to close the meeting at 18:31 UTC. Proposed by AA and Seconded by KS.

 

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