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Board Meetings and Resolutions 2021

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Date Resolution Minutes
January
 February    
March
April
May
June
July
 
August  

 

 

Resolution 202101.591

The Board approved the minutes of the Board Meeting held on 25 November 2020.

 

Resolution 202101.592

The Board approved the minutes of the Board Meeting held on 11 December 2020 with amendments

 

Resolution 202101.593

The Board approved the minutes of the Board Meeting held on 18 December 2020 with amendments

 

Resolution 202101.594

WHEREAS the Technical Committee has completed its work;

RESOLVED that the Technical Committee is hereby dissolved.

 

Resolution 202101.595

WHEREAS the Board took note of the proposed AFRINIC Mailing Lists' Terms of Use;

RESOLVED to approve the Terms of Use.

 

Resolution 202101.596

WHEREAS the Board has taken note of the WHOIS Database Accuracy Report as submitted by the Management.

RESOLVED that the report be published for the information of the Resources Members and the community-at-large. 

 

Resolution 202101.597

WHEREAS there is a need to appoint four members, three community volunteers and one Board Member, to the Nomination Committee 2021 in terms of article 9 of the Bylaws;

WHEREAS persons domiciled in South Africa sub-regions are not eligible in terms of article 9.1 of the Bylaws;

WHEREAS several volunteers from the community expressed an interest;

RESOLVED to appoint Caleb Ogundele Olumuyiwa, Fabian Arbogast Jr and Raymond Mamattah to the Nomination Committee 2021 as community representatives;

RESOLVED to appoint Abdalla Omari to the Nomination Committee as the Board representative.

 

Resolution 202101.598

WHEREAS the Board has reviewed the AFRINIC Election Processes and Guidelines;

RESOLVED to adopt the new Election Processes and Guidelines as amended.

  

Resolution 202103.599

The Board approved the minutes of the Board Meeting held on 20 January 2021 with amendments.

  

Resolution 202103.600

The Board approved the minutes of the Board Meeting held on 17 February 2021 with amendments.

 

Resolution 202103.601

WHEREAS at its meeting held in January 2021, the Board took note of a proposed Terms of Use in respect of AFRINIC's Mailing Lists and requested Management to initiate a consultation with both its members and its Community in respect thereof prior to the implementation of same.

WHEREAS on 02 February 2021, Management opened a Call for Comments in respect of the aforesaid proposed Terms of Use with the deadline set for 28 February 2021.

WHEREAS Management has considered the feedback received following the said Call for Comments and the initial proposed Terms of Use has been amended accordingly.

WHEREAS the initial proposed Terms of Use was subsequently revised.

RESOLVED to approve the revised proposed Terms of Use.

 

Resolution 202104.602

Whereas the PDWG have by consensus suggested the appointment of:

  • Mr Vincent Ngundi for a two-year term with effect from April 10th 2021 until the first Public Policy Meeting of 2023
  • Mr Darwin da Costa for a one year term with effect from April 10th 2021 until the first Public Policy Meeting of 2022
  • Whereas the implementation of the suggestion of the PDWG requires compliance with the provisions of Sec 3.3 third paragraph of the CPM to enable the PDWG to function in terms of its mandate
  • Whereas the PDP requires a staggered term for the Co-Chairs

RESOLVED, as an exceptional measure, to approve that Mr Vincent Ngundi and Mr Darwin da Costa complete the term of past Co-Chairs and further serve a duration required to make a 2 year and 1-year term respectively.

 

Resolution 202104.603

The Board approved the minutes of the Board meetings held on 3 March 2021 with amendments.

 

Resolution 202104.604

The Board approved the minutes of the Board meetings held on 25 March 2021 with amendments.

 

Resolution 202104.605

WHEREAS, the Board has taken note of both reports titled '/Report on Performance Management -2020/' and '/Amount Proposed for Bonus - 2020/', both prepared by the Human Resource & Administration Manager and duly reviewed by the Remuneration Committee (RemCo).

RESOLVED to rescind the Board resolution 201611.314.

RESOLVED to proceed with the payment of the Performance Bonus for the year 2020, not exceeding USD 95,000.

 

Resolution 202104.606

Despite the provisions of the current Appeal Committee’s Terms of Reference and in view of 2 members of the Appeal Committee having resigned, the Board resolves that

  1. pending the review of the Appeal Committee’s Terms of Reference, the Appeal Committee be exceptionally allowed to proceed as a committee of 3 members, and
  2. the remaining 3 members of the Appeal Committee is considered sufficient to constitute the Appeal Committee’s quorum until the 2 vacancies are filled.

 

Resolution 202104.607

WHEREAS the Board has taken note of the proposed amendments to the Delegation of Authority

RESOLVED to adopt the Delegation of Authority as amended.

 

Resolution 202105.608

The Board approved the minutes of the Board meetings held on 14 April 2021 with amendments.

 

Resolution 202105.609

Resolved to approve the Notice of the 2021 Annual General Members' Meeting which will be held on 4 June 2021.

 

Resolution 202105.610

It is RESOLVED:

THAT The Financial Statements of the Company for the year ended 31 December 2020, as submitted be approved.

THAT Mr Eddy M. Kayihura as Chief Executive Officer and Mr Subramanian Moonesamy as Chairman of the Board be and are hereby authorized to sign the Financial Statements on behalf of the Board.

THAT Mr Eddy M. Kayihura as Chief Executive Officer and Mr Subramanian Moonesamy as Chairman of the Board be and are hereby authorized to sign the Letter of Representation associated with the Financial Statements for the year ended 31 December 2020.

 

Resolution 202105.611

WHEREAS the Board has taken note of Management's proposed organisation structure.

RESOLVED to approve the aforesaid organisation structure with effect from 1 June 2021.

 

Resolution 202105.612

WHEREAS in resolution 201511.261, the Board created a Strategic Cash Reserve;

WHEREAS current cash assets are available to support an additional increase in the Strategic Cash Reserve;

It is RESOLVED:

THAT an additional amount of USD 2,000,000 be added to the Strategic Cash Reserve;

THAT a new Fixed Deposit account be created for this additional amount;

THAT any expenditure or transfers out of the Strategic Cash Reserve bank account shall require three signatures, comprising of the Chief Executive Officer, AND the Head of Finance, AND either the Chairman or Vice-Chairman of the Board;

THAT the Company Secretary be instructed to inform the Company’s bankers of the above resolution.

 

Resolution 202106.613

WHEREAS the Board election was held during the virtual AGMM on the 4 June 2021;

WHEREAS Mr Mark James Elkins was elected to the Board of AFRINIC for a 3-year term;

WHEREAS Mr Vika Mpisane’s term to the Board ended on the day of the AGMM;

RESOLVED to remove Mr Vika Mpisane from the List of Directors and Members at the Registrar of Companies of Mauritius with immediate effect;

RESOLVED to add Mr Mark James Elkins to the list of Directors and Members at the Registrar of Companies of Mauritius with immediate effect

 

Resolution 202106.614

WHEREAS the Board selected Mr Subramanian Moonesamy as Chairman and Prof Habib Youssef as Vice-Chairman of African Network Information Centre (AfriNIC ) Ltd.

RESOLVED to appoint Mr Subramanian Moonesamy as Chairman and Prof Habib Youssef as Vice-Chairman until the first board meeting after the Annual General Members' Meeting 2022.

 

Resolution 202106.615

WHEREAS there is a need to reconstitute the Board Standing Committees;

RESOLVED that the Committees are reconstituted as follows:

  • Audit Committee: Serge Ilunga, Benjamin Eshun, Mark Elkins
  • Finance Committee: Abdalla Omari, Adewale Adedokun, CEO
  • Remuneration Committee: Prof Habib Youssef, Mark Elkins, Oluwaseun Ojedeji

 

Resolution 202106.616

It is RESOLVED:

THAT any one of the following representatives of Executive Services Ltd, namely, Mr Christian ANGSEESING, Mr Didier ANGSEESING and Ms Nathalie DESCELLES-POCHÉ be authorised to provide upon request by any competent authority all basic information and beneficial ownership information of the Company pursuant to Section 190 (6) (a) of the Companies Act 2001.

COUNTERPARTS

It is RESOLVED THAT this document may be executed in counterparts, each of which when so executed shall be deemed an original and all of which taken together shall constitute one and the same instrument.

 

Resolution 202107.617

The Board approved the minutes of the Board Meeting held on 11 May 2021 with amendments.

 

Resolution 202107.618

The Board approved the minutes of the Board Meeting held on 26 May 2021 with amendments.

 

Resolution 202107.619

The Board approved the minutes of the Board Meeting held on 9 June 2021 with amendments.

 

Resolution 202107.620

WHEREAS the Remuneration Committee has reviewed its Terms of Reference

RESOLVED to approve the Terms of Reference as recommended by the Remuneration Committee.

 

Resolution 202107.621

WHEREAS the PDWG Co-Chairs have submitted a proposal "Board Prerogatives on the PDP" (AFPUB-2020-GEN-004-DRAFT02) for ratification;

WHEREAS the legal advice has been obtained to the effect that the proposal as presented pauses serious legal issues as regards to the rights of directors;

RESOLVED not to ratify the policy.

 

Resolution 202107.622

WHEREAS the Board of Directors has taken note that despite its previous resolution dated 14 April 2021 pertaining to the reconstitution of the Appeal Committee, the appointed members thereof have exhibited a  reluctance to deliver on their functions.

RESOLVED AS FOLLOWS:

  1. Having regard to the current status of the Appeal Committee, the current Appeal Committee Terms of Reference, Version 2, dated 26 November 2017 be revoked with immediate effect.
  2. The Appeal Committee that was reconstituted on 14 April 2021 be revoked with immediate effect.
  3. For the purposes of section 3.5(1) of AFRINIC’s Consolidated Policy Manual, to approve the Terms of Reference (ToR) of the Appeal Committee, Version 3, dated 8 July 2021.

 

Resolution 202107.623

RESOLVED that notwithstanding the existing business practices adopted by AFRINIC, the following steps are followed in regard to the matter involving Cloud Innovation Ltd or other cases of similar nature:

  1. Terminate the membership of the concerned organisation / Resource Member;
  2. Freeze the account of the concerned organisation / Resource Member;
  3. Take all reasonable steps to inform users about the imminent reclamation of number resources ;
  4. The actual reclamation of the number resources to occur after a grace period of 90 days.

 

Resolution 202107.624

WHEREAS the Board has taken cognisance of the letter of resignation of Mr Mark Elkins as Board Member;

RESOLVED to accept the said resignation and thank Mr Mark Elkins for his contribution to AFRINIC.

 

Resolution 202107.625

WHEREAS Mr Mark Elkins has resigned from his position as Director;

WHEREAS the Board has accepted the resignation as per resolution 202107.624;

RESOLVED to notify the Registrar of Companies of the resignation of Mr Mark Elkins and to update the Registers of Members and Directors ;

 

Resolution 202108.626

WHEREAS on 23 July 2021, the board of directors was informed of the existence of a Provisional Attachment Order sought and obtained by Cloud Innovation Ltd against AFRINIC;

WHEREAS the board of directors has been apprised already of other cases initiated by Cloud Innovation Ltd against AFRINIC and which are being resisted by its Management and presently pending before the Supreme Court of Mauritius.

WHEREAS the board of directors is aware of the actions taken by its Head of Finance and Accounting, as authorised by the Chief Executive Officer, to prepare the relevant documents for initiating an application for variation of the aforesaid Attachment Order pending the determination of Cloud's Innovation Ltd's application for validation of the said Attachment Order.

RESOLVED that the aforesaid action, including any action incidental thereto, executed on behalf of AFRINIC, for the purposes of the application for variation [SC/COM/JICA/000471/2021] is fully endorsed and expressly hereby ratified by its board of directors.

 

Resolution 202108.627

WHEREAS the Board has been informed of the urgency of initiating an application on behalf of African Network Information Centre (AfriNIC) Ltd, also known as AFRINIC, in order to seek the removal or reduction of the amounts frozen following the Attachment Order dated 23 July 2021.

RESOLVED to authorise Mr Nirmal Manic, Head of Finance and Accounting, to represent AFRINIC for the purposes of the present application as well as to affirm such affidavit(s) and perform such other act(s), as may be required, on its behalf in connection thereof.

 

Resolution 202108.628

WHEREAS one member of the Audit Committee has resigned;

RESOLVED to reconstitute the Audit Committee with Benjamin Eshun, Serge Ilunga and Prof Habib Youssef

 

Resolution 202108.629

WHEREAS one member of the Remuneration Committee has resigned;

RESOLVED to reconstitute the Remuneration Committee with Prof Habib Youssef, Oluwaseun Ojedeji and Benjamin Eshun

 

Resolution 202108.630

WHEREAS the board has taken note of the Board Paper reference legal cases and legal representations dated 20 August 2021 and;

RESOLVED as per the recommendations made therein.

 

Resolution 202108.631

WHEREAS the Board has taken cognizance of the financial crisis being faced by the Company as well as the various sources of funding being offered;

RESOLVED to authorize the CEO to enter into recognition of debts with third parties to a maximum amount of USD 600,000 to enable the company to be kept afloat pending the disposal of the damages cases entered by Cloud Innovation Ltd against AFRINIC.

 

Resolution 202108.632

WHEREAS the Board of Directors has taken note of the feedback from the Policy Development Working Group with regards to the Appeal Committee Terms of Reference Version 3;

RESOLVED that

The Appeal Committee Terms of Reference Version 3 dated 08 July 2021, be revoked with immediate effect.

For the purposes of Section 3.5(1) of AFRINIC’s Consolidated Policy Manual, that a new Terms of Reference of the Appeal Committee Version 4 dated 23 August 2021 be approved.

 

 

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