[DRAFT] MINUTES OF THE BOARD MEETING HELD ON WEDNESDAY 15 FEBRUARY 2017 AT 15:12 UTC
VIA THE WEBEX ONLINE CONFERENCE SYSTEM FOR REMOTE PARTICIPATION
Present:
Mr Alan Barrett (AB) CEO
Mr Sunday Folayan (SF) Chairman Western Africa - Joined at 15:20 UTC
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
Mr Seun Ojedeji (SO) Member Non Geographical
Apologies:
Mr Lucky Masilela (LM) Member Southern Africa
Mr Andrew Alston (AA) Member Non Geographical
In Attendance:
Mr Ashok Radhakissoon (AR) Legal Counsel
Agenda:
1.0 Welcome Address and Agenda Review 2.0 Approval of Minutes of previous meetings
2.1 dated 27-30 November 2016
2.2 dated 21 December 2016
3.0 Review of List of Action Items
4.0 Resolutions to be ratified
4.1 certi::6 MOU with NIRA (Nigeria)
4.2 AIS2017 – MoU with Local host
4.3 Fees Review Committee
5.0 Committees’ Report
5.1 Audit Report
5.2 Finance Committee
5.3 Remuneration Committee
5.5 Review of MoUs Committee
5.6 Associate Membership Criteria Committee
5.7 Fee Review Committee
5.8 Governance Committee
6.0 Budget 2017
7.0 NomCom2017
7.1 Approval of AFRINIC NomCom Guidelines 2017
7.2 List of Candidates
8.0 Calendar of Board Meetings 2017
9.0 Joint Board Meeting APNIC and AFRINIC during AIS17 Proposed Date: Saturday 27 May 2017
10.0 AA and CB’s discussion regarding position during PDP
11.0 Board Travel Plan
12.0 AOB
13.0 Adjournment
BUSINESS OF THE DAY
1.0 Welcome Address and Agenda Review
HE welcomed the Board Members present online and opened the meeting at 15:13 UTC. A roll call was conducted to confirm quorum.
HE called for a review of the proposed Agenda, there was no change to it. CB queried on Agenda Item no 10.0 “AA and CB’s discussion regarding position during PDP” as to whether the Agenda Item will be discussed in the present meeting since AA is not present. HE stated that if AA is not present in the meeting, there will be no discussion and it will be deferred to the next meeting.
The Agenda was adopted on a motion by SO, seconded by AN.
2.0 Approval of Minutes of previous meetings
2.1 dated 27-30 November 2016
Resolution 201612.322
WHEREAS an MOU had been drafted between AFRINIC and Nigerian Internet Registration Association (NIRA) Academy to develop and certify skills in Internet Number Resources Management and IPv6;
RESOLVED that the CEO is authorised to sign the MOU.
Proposed AB. Seconded SO. (Approved by email dated 23 January 2017)
Resolution passed unanimously.
4.2 AIS2017 – MoU with AIS’17 Local hosts
Resolution 201612.323
WHEREAS the AIS 2017 meeting is planned to be held in Nairobi, Kenya, in May/June 2017;
WHEREAS an MoU between the organisers and the local hosts has been drafted; RESOLVED that the CEO is authorised to sign the MoU.
Proposed AB. Seconded SO. (Approved by email dated 26 January 2017)
Resolution passed unanimously.
Resolution 201702.325
Resolved to approve the minutes of the Board meeting held on 27 - 30 November 2016 with amendments.
Proposed SO. Seconded KS. Resolution unanimously approved 2.2 dated 21 December 2016
Resolution 201702.326
Resolved to approve the minutes of the Board meeting held on 21 December 2016 with amendments.
Proposed CB. Seconded SO. Resolution unanimously approved
3.0 Review of List of Action Items
Action Item 201612.01: The CEO to work with the Finance Director on the 2017 Budget and submit to the Finance Committee for review latest, last week of February 2017; and for approval to the Board in March 2017.
Status: Action Item to be Closed. Completed. The Finance Committee presented the draft Budget 2017 and it will be discussed initem 6 of the today Agenda.
Action Item 201612.02: The CEO to share the final version of the revised Bylaws document to the Board before signature on paper by the Registered Members.
Status: Action Items to be Closed. Completed. Circulated on 24 December 2016.
Action Item 201611.01: The Chairman of the Audit Committee to do a timeline of the audit work till the AGMM2017.
Status: Action Items to be kept Open.
Action Item 201611.02: Each Board Member to nominate four AFRINIC members, representing each categories that will constitute the Fee Review Committee. Appointment to the Committee will be made by the end of January 2017.
Status: Action Item to be Closed. Completed.
Action Item 201611.03: The Finance Committee to finalise the structure and the Term of Reference of the Fee Review Committee.
Status: Action Item to be Closed. Completed. Circulated 23 January 2017.
Action Item 201611.04: The Associate Membership Committee to review the wordings of the amended Term of Reference.
Status: Action Item to be closed. Completed.
Action Item 201611.05: The draft budget to be circulated to the Board within 7 days.
Status: Action Item to be Closed. Completed.
Action Item 201611.06: The CEO to investigate software solutions for document sharing and collaborative editing.
Status: Action Item to be Closed. Completed. The CEO has shared a report with the Board. [REDACTED]
Action Item 201611.07: “AA and CB ‘s discussion regarding position during the PDP” to be placed on the agenda for the next formal meeting.
Status: Action Item to be kept Open. Refer to Agenda Item 10.0 of present Board’s meeting.
Action Item 201608.01: The Audit Committee to draft an audit timetable in consultation with the Auditors and to report to the Board in its next meeting in October 2016. The Chair of the Audit Committee to circulate the draft timeline.
Status: Action Item to be Closed. Same as Action Item 201611.01 above. Now merged.
4.0 Resolutions to be ratified
4.1 Certi::6 MOU with NIRA (Nigeria)
Resolution 201612.322
WHEREAS an MOU had been drafted between AFRINIC and Nigerian Internet Registration Association (NIRA) Academy to develop and certify skills in Internet Number Resources Management and IPv6;
RESOLVED that the CEO is authorised to sign the MOU.
Proposed AB. Seconded SO. (Approved by email dated 23 January 2017)
Resolution passed unanimously.
4.2 AIS2017 – MoU with AIS’17 Local hosts
Resolution 201612.323
WHEREAS the AIS 2017 meeting is planned to be held in Nairobi, Kenya, in May/June 2017;
WHEREAS an MoU between the organisers and the local hosts has been drafted; RESOLVED that the CEO is authorised to sign the MoU.
Proposed AB. Seconded SO. (Approved by email dated 26 January 2017)
Resolution passed unanimously.
4.3 Fees Review Committee
Resolution 201701.324
WHEREAS the Board wishes to review AFRINIC fees;
WHEREAS the Board wishes to involve a few members of the community early in the fees review process, without detracting from the need for community consultation and comments later in the process;
WHEREAS a Fees Review Committee has been proposed to report to the Board’s Finance Committee;
WHEREAS Terms of Reference for a Fees Review Committee have been drafted;
RESOLVED to approve the Terms of Reference for the Fees Review Committee;
RESOLVED to constitute the Fees Review Committee with the following members:
Duncan Greaves (TENET, Academia),
Adesiyan Omololu (MainOne, Medium LIR),
Mohamed Hamdy (TEDATA, Extra Large LIR),
Viv Padayatchy (Council of Elders),
Kris Seeburn (Board),
Alan Barrett (CEO),
Patrisse Deesse (Finance Director).
Proposed AB. Seconded HE. (Approved by email on 9 February 2017) Resolution passed unanimously.
5.0 Committees’ Report
5.1 Audit Report
No report
5.2 Finance Committee
HE, Chair of the Finance Committee informed the Board that the Budget 2017 was finalized and submitted for approval in the present meeting.
The Finance Committee has also worked on the constitution of the Fee Review Committee and finalized its Terms of Reference. The progress report of the Fee Review Committee will be done by KS who is the Chair of the Fee Review Committee.
KS briefed that the mailing list for the Fee Review Committee has been created, the website is not updated yet but it is expected to start discussion by next week. The CEO and the Finance Director were requested to provide some information in order to move forward.
5.3 Remuneration Committee
No report.
5.5 Review of MoUs Committee
CB, the Chair of the Committee, briefed on the status of work on all the MoUs and AFRINIC partners. A report of the outcomes will be shared with the Board by the end of February 2017.
5.6 Associate Membership Criteria Committee
AN, Chair of the Committee advised the Board that the guidelines have already been circulated to the Board. Members have till the end of the week to make further comments.
5.7 Fee Review Committee
As per Agenda Item 5.2 above
5.8 Governance Committee
SO, the Board Liaison to the committee, informed that the Committee was constituted and the first meeting will be held tomorrow 16 February 2017. A report will be submitted after the said meeting.
6.0 Budget 2017
The CEO presented the Budget 2017, and explained that the budgeted expenditure for 2017 would be less than the unaudited actual revenue for 2016, provided the contingency line is not spent. The CEO also explained that the contingency line will be used only if the income received is more that what has been projected.
He also confirmed that a portion of the consultancy budget will be used on the reviewing of the company’s organization structure. There is also a plan to prepare a more detailed budget organised by activities, after Board approval of the current budget.
Resolution 201702.327
WHEREAS a budget for the year 2017 has been presented;
RESOLVED to approve the budget as presented;
RESOLVED that expenditure of the “Contingency” portion of the budget shall require approval of the Board;
RESOLVED that the interim budget that was approved in resolution 201612.319 is superseded by this budget.
Proposed KS Seconded CB. Resolution passed unanimously.
7.0 NomCom2017
For the records, CB and KS made a statement that since the opened seats for Board election are for Central Africa and Indian Ocean, they will not participate in discussion on the above Agenda Item and will abstain from voting on this issue.
The CEO confirmed that the new Bylaws (article 5.5) have a requirement to recuse in cases of conflict of interest.
SF has technical audio issues at 16 54 UTC.
7.1 Approval of AFRINIC NomCom Guidelines 2017
The Board reviewed and approved the NomCom Guidelines 2017 as circulated.
Resolution 201702.328
WHEREAS guidelines for the 2017 NomCom have been drafted; RESOLVED to approve the guidelines.
Proposed SO. Seconded AN. Resolution approved unanimously.
7.2 List of Candidates
The Board took note of the list of volunteers to form part of the Nomination Committee 2017. The CEO briefed that the Board is required to discuss the candidates and to appoint 3 candidates to the Nomination Committee 2017.
The Vice Chair HE, proposed to defer the discussion and voting on the Nomination Committee to Friday 17 February 2017 since LM and AA are not present in the meeting.
Action Item 201702.01 The Board to discuss the NomCom2017 appointments on the Board mailing list and to finalise the decision by Friday 17 February 2017.
8.0 Calendar of Board Meetings 2017
The Board reviewed and approved the Calendar of Board meetings for 2017.
9.0 Joint Board Meeting APNIC and AFRINIC during AIS17
Proposed Date: Saturday 27 May 2017
The CEO informed that the Chair SF agreed in principle, to the proposal from APNIC to hold a Joint Board Meeting with AFRINIC. The details have not been discussed, but a half day meeting will be convenient. The proposed date is Saturday 27 May 2017; a half day Board Informal Meeting and then half day Meeting with APNIC EC. A Joint Dinner can be organized at the end of the day.
10.0 AA and CB’s discussion regarding position during PDP
KS proposed to move the above Agenda Item to the next meeting because AA is not present. CB preferred not to comment, but to follow the decision of the Board. The Board agreed to defer the Agenda Item to the next meeting.
11.0 Board Travel Plan
The Board reviewed the Board Travel Plan and noted that some Members have not communicated their choice of travel for 2017.
Action Item 201702.03: Board Members who have not yet communicated their choice of travel for 2017, to complete the Board Travel Plan within one week as of the date of present meeting.
12.0 AOB
12.1 Template of MoU Certi::6
SO proposed that the Board to approve the template of the MoU Certi::6 for the Management to proceed in future Certi::6 requests without requiring the Board to approve every single request as it occurs.
The CEO was of the view that he will prefer to wait to have the webpage as well with a transcription of the Certi::6 processes but if the Board was to approve the template before, he will do as such.
Action Item 201702.03: The CEO to finalise the template for the Certi::6 Memorandum of Understanding and circulate for Board approval.
13.0 Adjournment
The Vice Chair HE asked for a motion to adjourn the meeting at 19:46 UTC. KS Proposed. Seconded by AN.