[DRAFT] MINUTES OF THE SPECIAL BOARD MEETING HELD ON WEDNESDAY 21 DECEMBER 2016 AT 15:11 UTC VIA THE WEBEX ONLINE CONFERENCE SYSTEM
Present:
Mr Alan Barrett (AB) CEO
Mr Haitham El Nakhal (HE) Chairman Northern Africa
Mr Abibu Ntahigiye (AN) Members Eastern Africa
Mr Christian Bope (CB) Member Central Africa
Mr Krishna Seeburn (KS) Member Indian Ocean
Ms Seun Ojedeji (SO) Members Non Geographical
Mr Andrew Alston (AA) Member Non Geographical
Absent:
Mr Sunday Folayan (SF) Member Western Africa
Mr Lucky Masilela (LM) Member Southern Africa
In Attendance:
Mr Ashok Radhakissoon (AR) Legal Counsel
Agenda:
1.0 Budget Approval
2.0 Governance Committee
3.0 Bylaws Changes
4.0 Minutes dated 9 November 2016
BUSINESS OF THE DAY
HE welcomed the Board Members present online and opened the meeting at 15:11 UTC. A roll call was conducted to confirm quorum.
HE called for a review of the Agenda. The motion to adopt the Agenda was moved by SO and Seconded by AN. It was noted that the present meeting is a Special Board Meeting and the Agenda to be edited to reflect Special Board Meeting.
1.0 Budget Approval
The CEO stated that a draft summary of projected incomes and expenses had been circulated to the Board. The Finance Committee proposed to approve an interim budget for the first 2-3 months of the year and the CEO to work with the Finance Director to prepare the final Budget for 2017 and submission to the Finance Committee.
SO and AA pointed out that there should be early planning with regards to the preparation of the Budget for 2018. AA also expressed concerns that the once-off allocation and assignment fees may be reduced in the future due to IPv4 exhaustion.
Action Item 201612.01: The CEO to work with the Finance Director on the 2017 Budget and submit for review to the Finance Committee by the last week of February 2017; and for approval to the Board in March 2017.
Resolution 201612.319
WHEREAS AFRINIC does not have an approved Budget for 2017;
It is RESOLVED:
That an interim budget be approved for no longer than the first three months of 2017;
That there shall be no expenditure outside of this interim budget;
That HR Costs be capped at $300,000 USD;
That travel costs be capped to $50,000 USD;
That office expenses be capped at $50,000 USD;
That contingency budget be capped at $50,000 USD;
That expenditure of the contingency budget requires a resolution of the Board;
That the Board approval of the 2017 budget will supersede this resolution.
Proposed SO. Seconded AA. Resolution passed unanimously.
2.0 Governance Committee
The CEO briefed the Board on the requirements for the Board to appoint two voting members to the Governance Committee, a Board Liaison, and a Legal Adviser, and the requirement for the CEO to appoint a Secretariat, as per the Terms of Reference of the Governance Committee. There had been discussions on the Board mailing lists regarding suitable appointments.
Resolution 201612.320
WHEREAS the Board is required to appoint two members, a Board liaison, and a Legal Adviser to the AFRINIC Governance Committee;
WHEREAS the CEO is required to appoint a secretariat to the AFRINIC Governance Committee;
RESOLVED to appoint Mike Silber to the Governance Committee for a two year term, from January 2017 to December 2018;
RESOLVED to appoint Zeimm Auladin-Suhootoorah to the Governance Committee for a one- year term, from January 2017 to December 2017;
RESOLVED to appoint Seun Ojedeji as non-voting Board liaison to the Governance Committee, for a one year term from January 2017 to December 2017;
RESOLVED to appoint Ashok Radhakissoon as Legal Adviser to the Governance Committee;
RESOLVED to note that the CEO has appointed Guylaine Laiyra as secretariat to the Governance Committee.
Proposed AB. Seconded AA. Resolution passed unanimously.
3.0 Bylaws Changes
The CEO informed the Board that the Special Resolutions that were passed during the Special General Members’ Meeting held on 30 November 2016, were incorporated in the Bylaws Document and the Registered Members are now to sign a counterpart resolution to register the amended Bylaws with the Registrar of Companies. A revised document with the correct text had been shared with the Board,but some formatting changes were still in process.
The Legal Counsel confirmed that the Special Resolutions were incorporated into the edited Bylaws document using the wording that was approved by vote at the SGMM. No changes are being proposed other than the changes that were approved by 75% supermajority vote at the SGMM. The Board was reminded of the legal requirements to file the amended Bylaws within 14 days with the Registrar of Companies.
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.
Resolution 201612.321
WHEREAS the AFRINIC Resource Members and Registered Members passed several Special Resolutions regarding changes to AFRINIC’s Bylaws or Constitution at the Special General Members’ Meeting held on 30 November 2016;
WHEREAS the changes from the Special Resolutions have been incorporated into a document;
RESOLVED to approve the revised Bylaws;
RESOLVED that the revised Bylaws should be registered as the Constitution of AFRINIC Ltd.;
RESOLVED that changes to formatting may be made prior to registration of the revised Bylaws.
Proposed AB. Seconded AA. Resolution passed unanimously.
4.0 Amendments to Minutes dated 9 November 2016
The Board discussed possible amendments to the already-approved minutes of the meeting of 9 November 2016. There was consensus that no edits were necessary, and the minutes should be published as already approved.
5.0 Adjournment
The Chair HE moved to adjourn the meeting at 16:23 UTC. Proposed CB and Seconded AN.