Minutes of board meeting held on 28 May 2017 at 9:00 local time

Proposed AB. Seconded SO. (Approved by email dated 18 May 2017)

Resolution passed unanimously.

 

Resolution 201704.341

Resolved to approve the Notice of the Annual General Members' Meeting on 1 June 2017 as presented by the Secretariat.

Proposed AB. Seconded SO. (Approved by email dated 18 May 2017)

Resolution passed by majority. 8 Vote FOR – 1 Vote AGAINST

 

3.5 Conference Expenses

Resolution 201704.342

WHEREAS the AIS’17 event is taking place at the Boma Hotel, Nairobi, Kenya in May/June 2017;
RESOLVED to approve a payment to the hotel of $85,840 for conference packages;

RESOLVED that the CEO is authorised to sign the associated contract.

Proposed AB. Seconded SO. (Approved by email dated 25 May 2017)

Resolution passed unanimously.

 

4. Miscellaneous Resolutions

4.1 MoU between AFRINIC and Research ICT Africa

Resolution 201704.343

WHEREAS an MoU had been drafted between AFRINIC and Research ICT Africa (RIA) for collaboration on Internet-related research topics;
RESOLVED that the CEO is authorised to sign the MoU.

Proposed AB. Seconded SO.

Resolution passed unanimously.

 

4.2 Changes to Certi::6 template MoU

Resolution 201704.344

WHEREAS in Resolution 201704.334 the Board approved a template MoU for certi::6 training partners;
WHEREAS potential training partners may request minor changes to the MoU; RESOLVED that the CEO is authorised to approve minor changes when the template MoU is customised for each potential training partner.

Proposed AB. Seconded SO. Resolution passed unanimously.

 

4.3 Approval for NRO Expenses

Resolution 201704.345

WHEREAS the duties of NRO Treasurer rotate annually among the RIRs; WHEREAS AFRINIC’s CEO is NRO Treasurer for the 2017 year;
WHEREAS Afrinic is expected to handle certain payments on behalf of the NRO; RESOLVED that NRO expenses for the 2017 financial year may be handled by Afrinic without needing Board approval in each case; provided such expenses are duly approved by the NRO.

Proposed AB. Seconded KS. Resolution passed unanimously.

 

5. Committees’ Report

5.1 Audit Report

The Chair of the Audit Committee, AA, reported that the AuditCo is preparing to make a presentation during the AGMM, and will circulate the presentation to the Board the next day.

AA reminded the Board that the AuditCo had submitted a lengthy report to the Board in the previous meeting, but had not received any comments on the report. The Chair, SF requested all to read the report and comment if appropriate.

KS added that the Finance Committee did take notes of the report and some actions on some points added.

 

5.2 Finance Committee

The Chair of the Finance Committee, HE, said that a meeting will be held with AA after the Audit Report. FinCo will explain in the next report the high surplus in 2016 and 2017; and to plan on some ways and streams to use the surplus for training and Research & Innovation.

With regards to the budget, we are still within the budget for the June 2017 meeting.

 

5.3 Remuneration Committee

The Chair of the Remuneration Committee, LM informed that the Terms of Reference for the Consultant will be circulated for review and approval.

 

5.4 Board Investigation Committee

The Chair of the Investigation Committee, AN, presented the report to the Board. He pointed out that the Committee extended the timelines to enable the complainant give further details. The complaints were submitted to the defendant who responded within the given timeline. The Committee carried out its analysis and did not see any clear evidence of seeing a breach of the NDA.

CB requested that it should be put on record that the Board accepts the report of the committee, and the report did not reveal any evidence of breach of the NDA.

The Board accepted the report of the Committee.

AA began to leave, and commented that on the advice of his legal counsel, he was advised not to be in the room.

The Chair reminded AA that he should wait for the Chair to recognize him before speaking, standing up and walking out.

 

AA excused himself at 10:56.

 

KS asked to be excused at 10:57.

 

The Chair said that it would not be appropriate for KS to be excused because KS was the complainant in this case.

 

Enter Executive Session 11:12

Exit Executive Session 11:24

The meeting was adjourned at 11:26 for a refreshment break.

The meeting resumed at 11:47. AA was present again.

 

SO noted that AA had asked to leave and wonder why he was now in the meeting.

AA responded that he changed his mind to now be in the meeting

 

KS informed the Board that he is reserving his right to raise the complaint in another forum, but he withdraws it from this Board.

The Legal Counsel clarified that there was a matter and then the person is withdrawing, so the matter is closed

 

SO mentioned in response to CB that what he said was already covered in the report of the committee.

The Chairman SF thanked the Committee and put a motion to dissolve the Board Investigation Committee.

 

Resolution 201705.346

The Board resolves to dissolve the Board Investigation Committee.

Proposed SO. Seconded HE. Resolution passed unanimously.

 

5.5 Associate Membership Criteria Committee

The Chair of the Committee, AN, briefed that the Guidelines for the Associate Membership was already sent and reviewed by the Board.

 

5.6 MoU Review Committee

The Chair of the Committee, CB, informed that a report was sent to the Board and the CEO was given the authority to sign some MoUs, and for others the CEO can bring it to the Board for approval.

CB to forward the list of all the MoUs to the Board and to do a closure report in order to dissolve the Committee.

 

Action Item 201705.03: The Chair of the MoU Review Committee to to forward the list of all the MoUs to the Board and present a closure report in order to dissolve the Committee.

 

The Chair SF adjourned the meeting at 12:16 and the meeting to resume at 15:00.

The Board Meeting resumed at 15:00 (LM was absent) LM joined the meeting at 15:25

 

5.7 Fee Review Committee

The Chair of the Fee Review Committee KS informed the Board that there was a suggestion to present a proposal during the AGMM, but the proposal was not ready to be presented. There will be a period of 60 days for discussion.

KS said that a report will be sent to the Board once the Committee finished with it’s work.

AB stated that there is no urgency but there is the need to pay particular attention to the timeframe for the Fee Review Committee; 60 days period for comments and the invoicing in November.

 

5.8 Governance Committee

SO, the Board Liaison to the Governance Committee, made an update on the work of the Governance Committee so far. The Governance Committee have sent a letter to the community stating that they want to consider the Special Resolutions that were proposed in November 2016 but did not pass, especially those that came close to reaching the 75% majority vote.

The Committee is also requesting the community to advise on which areas the Governance Committee should be looking into.

One Governance Committee seat is up for re-election; the seat is currently occupied by Abdalla Omari.

 

6. LIR Membership Fees and Penalties, Invoices’ date

The Board discussed the invoicing dates and penalties at AFRINIC, and the comments received from certain Members who had expressed frustration that penalty fees were making it difficult for them to be in good standing for election purposes.

AA stated that the definition of ”good standing” is not in the Bylaws, so the Board should have the power to allow members with outstanding penalties to vote. However, he cautioned that a change may have bad consequences, because the ability to vote provides an incentive to pay on time.

 

The Board discussed the structure of the penalties, and decided that:

Nov – issue invoice

1 Jan – Invoice due

28 Feb – no penalty if paid by this date (was 5%)

1 Mar – penalty 5% if paid on or after this date (was 10%)

1 Apr – Penalty 10% if paid on or after this date (was 15%)

1 May – Penalty 15% if paid on or after this date

June – Penalty invoice issued

30 June – Penalty invoice due

 

Legal Counsel suggested that Art 7.2 of the Bylaws could be amended to define compliant members.

The Chair SF noted that, under the proposal just discussed, the invoice for penalty fees will not be due until 30 June, so this will not interfere with a member’s good standing at the time of an AGMM before that date.

AA asked to be excused from the meeting at 17:24.

 

6. AoB

6.1 Open Board Public Meeting

The Board discussed the possibility to have an Open Board Public Meeting. Items such as Presentation of Committees’ reports and prepared resolutions can be done in front of the community. The Chair suggested that this could possibly be implemented in 2018.

Legal Counsel said that we should also consider the impact on the NDA. All resolutions and minutes are currently published, but sensitive discussions in closed Board meetings are not always published.

 

ActionItem201705.04: The Board to further discuss and consider the possibility of having an Open Board Public Meeting in 2018.

 

7. Adjournment

Meeting adjourned at 17:30 till the next day.

 

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Board meeting held on 31 May 2017 at 18:15

Present: All Members

Agenda:

1.0 Presentations to the Community

BUSINESS OF THE DAY

The Chair SF opened the meeting and made a declaration that the Board has faced many challenges this week. AA admitted to some improper actions. He has apologized to Dr Nii Quaynor for the incident and Dr Nii Quaynor has confirmed that he has accepted the apology. The Board will issue a warning to AA that his behaviour was not acceptable. SF will write to the community.

 

1.0 Presentations to the Community

The Board reviewed the presentations that the different Sub-Committees will present during the AGMM. Resolutions to adopt the Financial Statements and renew the appointment of the Auditors will be made during the AGMM.

 

2.0 Adjournment

Meeting ended at 19:15