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Minutes of Meeting Board Meeting Held on 12 October 2016

MINUTES OF THE BOARD MEETING HELD ON WEDNESDAY 12 OCTOBER 2016 AT 16:13 UTC

VIA THE WEBEX ONLINE CONFERENCE SYSTEM

 

Present:

Mr Alan Barrett (AB) CEO

Mr Sunday Folayan (SF) Chairman Western Africa (joined at 16:35)

Mr Haitham El Nakhal (HE) Vice Chairman Northern Africa

Mr Abibu Ntahigiye (AN) Member Eastern Africa

Mr Lucky Masilela (LM) Member Southern Africa (joined at 16:34)

Mr Christian Bope (CB) Member Central Africa

Mr Krishna Seeburn (KS) Member Indian Ocean

Mr Seun Ojedeji (SO) Member Non Geographical

Mr Andrew Alston (AA) Member Non Geographical

 

Agenda:

1.0 Welcome Address and Agenda Review

2.0 Approval of Minutes of previous meeting

2.1 dated 10 August 2016

3.0 Review of Action Items – [D1]

4.0 Resolutions to be ratified

4.1 Consent for ICANN to subcontract to PTI

4.2 IANA IPR Agreement

4.3 Agreement with OIF for ICANN Meeting

5.0 Committees’ Report

5.1 Audit Report

5.2 Finance Committee

5.3 Remuneration Committee

5.4 COO Recruitment Committee

5.5 Review of MoUs Committee

5.6 Associate Membership Criteria Committee

5.7 Company Secretary Review Committee

6.0 Appointment of AFRINIC representative to NRO NC/ASO AC for the year 2017

7.0 Agreement with OIF for ICANN & AFRINIC Meetings

8.0 Governance Committee

9.0 Accountability Review / Bylaws changes

10.0 AoB

10.1 Updates on AFRINIC-25, Mauritius - 25 Nov to 1 Dec 2016

10.2 Agenda for (i) Board f2f meeting – Sunday 27 Nov 2016

(ii) Informal Meeting – Saturday 26 Nov 2016

11.0 Adjournment

 

BUSINESS OF THE DAY

 

1.0 Welcome Address and Agenda Review

The Chairman SF faced technical issues to connect to the online Board meeting and HE, Vice-Chairman was asked by SF to start and chair the meeting. HE welcomed the Board Members present online and opened the meeting at 16:13 UTC. A roll call was conducted to confirm quorum.

HE called for a review of the Agenda, there was no change to the Agenda. The Agenda was adopted unanimously as presented.

 

2.0 Approval of Minutes of previous meeting dated 10 August 2016

The Board reviewed the draft minutes dated 10 August 2016.

 

Resolution 201610.303

Resolved to approve the minutes of the Board meeting held on 10 August 2016 with amendments.

Moved by SO. Seconded by AA. Resolution unanimously approved.

 

3.0 Review of Action Items – [D1]

Action Item 201608.01: The Audit Committee to draft an audit timetable in consultation with the Auditors and to report to the Board at its next meeting in October 2016.

Status: Action Item to be Open. The Chair of the Audit Committee briefed that the Letter of Engagement has been signed with the Auditors. The Committee will work on the timetable and present it before the Board meeting in Mauritius– November 2016.

Action Item 201608.02: The Finance Committee to report to the Board in its next meeting in October 2016.

Status: Action Items to be kept Open. The Chair of the Finance Committee reported that the Committee is working on the fees structure with respect to the different members of AFRINIC and their resource allocations. The draft report will be circulated to the Board mailing list for inputs. It is expected to publish the report in November 2016.

The Board discussed the implementation timeline of any such change to the fee structure and invoicing process mechanism. It was agreed that reasonable time must be given to members to comment on any proposal for new fee structure.

 

SF joined the meeting at 16:35 UTC

 

[REDACTED]

 

Action Item 201608.03 : The Chair of the COO Recruitment Committee to input dates on the timeline for the COO Recruitment; and to circulate the timeline and the jobs specifications on the Board mailing list for approval.

Status: Action Item to be kept Open. The Chair of the COO Recruitment Committee stated that the job description will be re-circulated for comments within the 48 hours and to the Board for approval and the vacancy to be advertised. It is noted that the budget for the COO position be included in the next financial year.

Action Item 201608.04 : The Review of MoUs Committee to report to the Board in its next meeting in October 2016.

Status: Action Item to be kept Open. The Chair of the MoUs Committee reported that the committee will meet in Mauritius in November 2016.

 

SF requested the committee to document all MoUs through teleconference before coming to Mauritius.

 

[REDACTED]

 

Action Item 201608.05 : The Chair of the Associate Membership Criteria Committee, AN, to circulate the draft report on the rights and criteria for Associate Members on the Board mailing list.

Status: Action Item to be Closed. Already circulated on Board mailing list 11 & 17 August 2016

Action Item 201608.06 : The CEO to write to the Company Secretary and seek assurance that they will be responsive in the exercise of their functions.

Status: Action Item to be Closed. The CEO reported that there have been improvements in the services provided by the Company Secretary and a letter was received from Company Secretary confirming the assurance of improved service in the future.

 

[REDACTED]

 

The Board discussed on the purpose of ‘Any Other Business’ under the Agenda and to add items to be added under AoB for discussion.

Action Item 201608.07: The Board to discuss and finalise the proposed Board Travel Process on the mailing list within one week and approve the document by 17 August 2016.

Status: Action Item to be Closed. Already discussed on Board mailing list 08 June 2016 and document finalised as per comments received on 26 August 2016

Action Item 201608.08: The corrected minutes of the meeting dated 11 May 2016 to be published on the website in replacement of the present version on the website. The Chair to send email to Members after the publication to notify the Members that the Board has reviewed the said minutes and made the corrections.

 

Status: Action Item to be Closed. Corrected version published online as at 23 August 2016.

Action Item 201606.02 : The Finance Committee to complete the fee structure by end of July 2016 and report to the Board.

Status: Action Items to be Closed. As discussed above.

 

4.0 Resolutions to be ratified

4.1 Consent for ICANN to subcontract to PTI

 

Resolution 201609.300

WHEREAS clause 15.9 of the Service Level Agreement for the IANA Numbering Services <https://www.nro.net/sla> requires ICANN to seek consent before sub-contracting;

WHEREAS ICANN wishes to sub-contract the IANA Numbering Services to PTI;

RESOLVED that AFRINIC consents to such sub-contracting;

RESOLVED that the CEO is authorised to sign a document of consent.

Proposed: KS. Seconded: SO. (Approved via email on 28 Sep 2016.) Ratified unanimously.

 

4.2 IANA IPR Agreements

 

Resolution 201609.301

WHEREAS the ICG proposal for the IANA stewardship transition https://www.ianacg.org/icg-files/documents/IANA-transition-proposal-final.pdfdocuments/IANA-transition-proposal-final.pdf includes provisions for the transfer of IANA intellectual property;

WHEREAS agreements related to the IANA IPR have been drafted and were published for comments on 12 August 2016 at https://www.ianacg.org/call-for-public-comment-on-iana-ipragreements/

WHEREAS minor changes have been drafted subsequent to the public comments;

WHEREAS all RIRs are expected to be parties to the IANA IPR Community Agreement;

RESOLVED that the CEO is authorised to sign the IANA IPR Community Agreement, either the draft dated 21 September 2016 or a subsequent revision that is substantially similar.

Proposed: AB Seconded: KS. (Approved via email on 28 Sep 2016.) Ratified unanimously.

 

4.3 Agreement with OIF for ICANN Meeting

 

Resolution 201609.302

WHEREAS Organisation Internationale de la Francophonie (OIF) has requested AFRINIC to assist in making travel arrangements for delegates to the ICANN 57 meeting;

WHEREAS AFRINIC has historically collaborated with OIF in arranging travel for delegates to ICANN and AFRINIC meetings;

RESOLVED to approve the request for collaboration for the ICANN 57 meeting.

Proposed: AB Seconded: AA. (Approved via email on 27 Sep 2016.) Ratified unanimously.

 

5.0 Committees’ Report

5.1 Audit Report

5.2 Finance Committee

5.3 Remuneration Committee

5.4 COO Recruitment Committee

5.5 Review of MoUs Committee

5.6 Associate Membership Criteria Committee

Already discussed as per Agenda Item 3.0 above.

 

5.7 Company Secretary Review Committee

Resolution 201610.304

WHEREAS the work of the Company Secretary Review Committee has been completed;

RESOLVED to disband the committee.

 

Proposed KS. Seconded SO. Resolution passed unanimously.

 

6.0 Appointment of AFRINIC representative to NRO NC/ASO AC for the year 2017

The Board discussed the appointment of an AFRINIC representative to the NRO NC/ASO AC for the year 2017.

 

[REDACTED]

 

The CEO clarified that there is no need to appoint Board Members; the position is open to any person appointed by the Board, and no other RIRs appoint Board members to the NRO NC/ASO AC.

 

Resolution 201610.305

WHEREAS there is a need for the Board to appoint a member of the NRO NC;

WHEREAS Fiona Asonga has been nominated;

RESOLVED to appoint Fiona Asonga to the NRO NC for a term from 1 January 2017 to 31 December 2017.

 

Proposed AB. Seconded AA. Resolution passed unanimously.

 

HE lost connection at 18:19 UTC

SF lead meeting as Chair at 18:20 UTC

 

7.0 Agreement with OIF for ICANN & AFRINIC Meetings

The CEO explained that AFRINIC has assisted with travel logistics for OIF delegates to attend ICANN and AFRINIC meetings, and this has been the practice for about 10 years. There is no master MoU, but a separate agreement is signed for each event. OIF provides a list of delegates, AFRINIC arranges travel and hotel bookings, and OIF pays the expenses, plus a commission. In the case of ICANN meetings, OIF has also paid for an AFRINIC staff member to travel.

AFRINIC has also assisted other organisations with travel logistics in the past. The CEO asked the Board for clarity on whether or not AFRINIC should continue this practice.

 

The Chair SF invited comments from the Board.

SO recommended that the Board support requests from I* Organisations like ISOC, RIRs but other organisations should be on case-to-case basis.

 

AA stated that it is not in the mandate of AFRINIC to provide for travel assistance to any organization that served a limited group, even if there is a precedence of having done it in the past, and that there is a need for neutrality.

 

CB explained that historically there was limited francophone participation in AFRINIC meetings and OIF’s sponsorship of francophone delegates was intended to address this imbalance. The Board noted that the imbalance no longer exists.

 

The Chair suggested to adjourn the present Board Meeting at 19: 05 UTC and to meet again on Wednesday 19 October 2016 at 15:00 UTC to complete discussion on the outstanding Agenda Items.

Proposed SO. Seconded CB

 

CONTINUATION OF THE MEETING ON WEDNESDAY 26 OCTOBER 2016 AT 15:00 UTC

VIA THE WEBEX ONLINE CONFERENCE SYSTEM

 

Present:

Mr Alan Barrett (AB) CEO

Mr Sunday Folayan (SF) Chairman Western Africa

Mr Haitham El Nakhal (HE) Vice Chairman Northern Africa (joined at 15:05)

Mr Abibu Ntahigiye (AN) Member Eastern Africa (joined at 15:07)

Mr Lucky Masilela (LM) Member Southern Africa

Mr Christian Bope (CB) Member Central Africa

Mr Krishna Seeburn (KS) Member Indian Ocean

Mr Seun Ojedeji (SO) Member Non Geographical

Mr Andrew Alston (AA) Member Non Geographical

 

In Attendance:

Mr Ashok Radhakissoon (AR) Legal Counsel

 

Agenda:

7.0 Agreement with OIF for ICANN & AFRINIC Meetings

8.0 Governance Committee

9.0 Accountability Review / Bylaws changes

10.0 Adjournment

 

BUSINESS OF THE DAY:

 

7.0 Agreement with OIF for ICANN & AFRINIC Meetings

The following resolution on travel logistics was discussed.

 

Resolution 201610.306

WHEREAS AFRINIC has in the past received requests from other organisations to assist with logistics for their travel to various events;

RESOLVED that AFRINIC may provide such assistance with logistics in cases where the event is within the AFRINIC service region, and where the requestor is another RIR or an Internet-related public-interest organisation.

Proposed: AA Seconded AN. Resolution passed unanimously.

 

8.0 Governance Committee

The CEO briefed on the status of the Governance Committee so far; and the actions items on the Board as follows;

  1. to approve the list of candidates as submitted by NomCom
  2. to appoint 2 members
  3. to appoint non-voting liaison to the Committee.

The Chair SF suggested to wait until after the election before making appointments SF lost connection at 15:28 and reconnect at 15:28

 

The Board reviewed the nominations as presented by NomCom as follows;

  1. John Walubengo - Kenya
  2. Abdalla Omari - Kenya
  3. Caroline Muthoni Mwangi - Kenya
  4. Wafa Dahmani - Tunisia
  5. Isatou Jah - Gambia
  6. Andrew Ayitey Okoe Bulley - Ghana
  7. Zeimm Bibi Auladin-Suhootoorah - Mauritius

SF lost connection at 16:04 and reconnected at 16:09

 

During the discussion of nominations, a concern arose that [REDACTED] was not properly nominated and supported.

The Board was of the view that each candidate must have a nominator and a seconder or supporter. In the case of self-nominations, the candidate must have two supporters other than the candidate himself/herself, and it was noted that each member may nominate no more than one candidate (per the Bylaws section 12.14(i).

The Board approved all nominations, subject to the NomCom allowing each candidate a few days (until 30 October 2016) to regularise their nominations, or to withdraw.

 

Resolution 201610.307

WHEREAS seven nominations to the Governance Committee have been received;

WHEREAS there is a question about whether or not one of the candidates was validly nominated and seconded;

RESOLVED to request NomCom to give all candidates the opportunity to regularise their status by 30 October 2016, or to withdraw their nomination;

RESOLVED to approve all nominations subject to such regularisation.

 

Proposed: HE Seconded SO. Resolution passed unanimously.

 

9.0 Accountability Review / Bylaws changes

The CEO briefed the Board on the progress made so far on the Bylaws Changes in line with the discussions on the members’ mailing list. Special Resolutions will be proposed for vote during the SGMM. The texts of the Special Resolutions will be drafted by the CEO and the Legal Counsel; and will be circulated to members for comments at least one week before sending the final Notice of the SGMM is sent.

 

AA left the meeting at 16:24 UTC.

 

10.0 Adjournment

The Chair SF proposed to adjourn the meeting at 16: 28 UTC subject to no urgent issues to be dealt with. The CEO confirmed that there are no urgent matters. Adjournment proposed by SF and seconded by KS. The meeting closed at 16:30 UTC.

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