WHEREAS a budget for the year 2018 has been presented;
RESOLVED to approve the budget with amendments as discussed.
WHEREAS there is a need to appoint four members to the 2018 NomCom in terms of article 9 of the Bylaws;
WHEREAS persons domiciled in Southern Africa and Eastern Africa sub-regions are not eligible in terms of article 9.1 of the Bylaws;
WHEREAS the Board wishes to appoint three community volunteers from three different sub-regions, and one Director from a fourth subregion;
WHEREAS several volunteers from the community expressed an interest;
RESOLVED to appoint Kaleem Usmani (Indian Ocean), Komi Elitcha (Central Africa), and Wale Adedokun (Western Africa) to the 2018 NomCom as community representatives;
RESOLVED to appoint Haitham El-Nakhal (North Africa) to the 2018 NomCom as the Board representative
WHEREAS guidelines for the 2018 Nomination Committee have been reviewed;
RESOLVED to approve the guidelines as reviewed.
WHEREAS in resolution 201802.388 the Board appointed members to the 2018 NomCom;
WHEREAS resolution 201802.388 incorrectly states the region of residence of one of the NomCom 2018 appointees;
RESOLVED to keep the same appointees but correct the regional affiliations;
RESOLVED to appoint Kaleem Usmani (Indian Ocean), Komi Elitcha (Western Africa), and Wale Adedokun (Western Africa) to the 2018 NomCom as community representatives;
RESOLVED to appoint Haitham El-Nakhal (North Africa) to the 2018 NomCom as the Board representative;
RESOLVED that this resolution supersedes resolution 201802.388.
WHEREAS certain allegations have been made in public against AFRINIC staff and Directors;
WHEREAS an independent investigation is desirable;
RESOLVED to request the Governance Committee to develop Terms of Reference for an independent investigation, and to appoint an Investigation Committee;
RESOLVED that the Governance Committee report back to the Board by the 30th April 2018;
RESOLVED that the CEO may approve related expenses up to a total of USD 15000.
The Board approved the minutes of the Board meeting held on 26 November 2017 with amendments.
The Board approved the minutes of the Board meeting held on 30 November 2017 with amendments.
The Board approved the minutes of the Board meeting held on 5 January 2018 with amendments.
WHEREAS the proposed policy AFPUB-2017-DNS-001-DRAFT-02 (Lame delegations in AFRINIC reverse DNS) has passed through the Policy Development Process;
WHEREAS the Policy Development Working Group’s Chairs have referred to the proposed policy to the Board for ratification;
RESOLVED that the policy is ratified by the Board.
WHEREAS the AIS 2018 meeting is planned to be held in Dakar, Senegal, in April/May 2018;
WHEREAS a MoU between the organisers and the local hosts has been drafted in English, and is planned to be translated to French;
RESOLVED that the CEO is authorised to sign the MoU, in both English as drafted, and French as to be translated.
WHEREAS Sunday Folayan and Haitham El-Nakhal have indicated their intention to step down as Chair and Vice Chair of the Board;
WHEREAS AFRINIC’s Legal Adviser has stated that formally written resignations are advised;
WHEREAS Sunday Folayan and Haitham El-Nakhal have committed to provide the formally written resignations within 24 hours;
RESOLVED to proceed with electing a new Chair and Vice Chair, to take office after formally written resignations have been received from the current Chair and Vice Chair;
RESOLVED that this resolution will be null and void in the event that formally written resignations are not received by 25 March 2018.
RESOLVED that Abibu Ntahigiye shall take office as Chair and Christian Bope shall take office as Vice Chair after formal written resignations as Chair and Vice Chair are received from Sunday Folayan and Haitham El-Nakhal;
RESOLVED that these are interim appointments, to be re-evaluated on or before 31 May 2018;
RESOLVED that this resolution will be null and void in the event that formal written resignations are not received by 25 March 2018.
WHEREAS Mr. Sunday Folayan was elected in June 2016 to Seat 2 on the AFRINIC Board of Directors (representing Western Africa), for a term to end at or after the AGMM to be held in 2019;
WHEREAS on 26 March 2018, Mr. Sunday Folayan tendered his resignation as a Director;
WHEREAS the Board is required to call a meeting of members to hold an election to fill the vacancy in terms of the Bylaws article 13.1;
WHEREAS an AGMM is already planned for May 2018;
WHEREAS the Board has the option of appointing a replacement to fill the vacancy in terms of the Bylaws article 13.14, for the period ending at the time of the AGMM in May 2018;
RESOLVED to remove Mr. Sunday Folayan from the List of Directors and Registered Members at the Registrar of Companies of Mauritius with immediate effect;
RESOLVED to add the election for seat 2 to the agenda for the AGMM in May 2018;
RESOLVED to task the Nomination Committee (NomCom) and staff with all necessary actions to ensure that the election for seat 2 takes place in May 2018;
RESOLVED not to appoint a replacement immediately in terms of Article 13.14 of the Bylaws.
WHEREAS on 26 March 2018, NomCom provided the Board with a list of nominations, including three nominations for two open Board seats, two nominations for one open Governance Committee seat, three nominations for one PDWG co-chair seat, and four nominations for three Policy Development Appeal Committee seats;
WHEREAS the Board is required to approve nominations to Board seats and Governance Committee seats;
WHEREAS the Board is not required to approve nominations to PDWG Chair or Appeal Committee seats;
RESOLVED to approve all the Board and Governance Committee nominations, subject to NomCom eliminating any that do not satisfy requirements set in the Election Guidelines, AFRINIC Bylaws, or other relevant documents.
WHEREAS in resolution 201803.399 the Board agreed to hold an election for Seat 2 (Western Africa) at the AGMM in May 2018 and to task NomCom and staff with handling the election;
WHEREAS the Bylaws article 9.1 prevents NomCom members from residing in the same region as an open seat;
WHEREAS the existing 2018 NomCom includes members from Western Africa;
WHEREAS the Board suggested to the membership that an ad hoc NomCom be appointed to handle only the Seat 2 election;
WHEREAS comments from the membership were generally supportive;
WHEREAS several volunteers from the community expressed an interest in serving;
WHEREAS guidelines for such an ad hoc NomCom have been drafted;
RESOLVED to create an ad hoc NomCom to handle the election for Board Seat 2 in May 2018;
RESOLVED to appoint Mustapha Ben Jemaa (Northern Africa), Douglas Onyango (Eastern Africa), and Didier Kasole (Central Africa) to the ad hoc NomCom for Board Seat 2, as community representatives;
RESOLVED to appoint S. Moonesamy (Indian Ocean) to the ad hoc NomCom for Board Seat 2, as the Board representative;
RESOLVED to approve the guidelines for the ad hoc NomCom for Board Seat 2.
WHEREAS in resolution 201803.391 the Board mandated the Governance Committee to appoint an independent investigation committee;
WHEREAS the Governance Committee has appointed an independent investigation committee;
WHEREAS the investigation committee desires information from Directors and ex-Directors that may be confidential;
WHEREAS it is expected that confidentiality will be maintained by both Governance and investigation committee as applicable.
RESOLVED that Directors and ex-Directors may reveal confidential information to the investigation committee, to the extent that it is reasonably necessary for the investigation to proceed."
WHEREAS the financial statements for the year ended 31 December 2017 have been prepared and audited;
WHEREAS the Board is expected to approve the financial statements before the auditors sign their report;
RESOLVED that the Board approves the financial statements for the year ended 31 December 2017;
RESOLVED that Alan BARRETT as Chief Executive Officer and Abibu NTAHIGIYE as Chairman be and are hereby authorised to sign the Financial Statements on behalf of the Board;
RESOLVED that Alan BARRETT as Chief Executive Officer and Abibu NTAHIGIYE as Chairman of the board be and are hereby authorised to sign the Letter of Representation associated with the Financial Statements.
Resolution 201804.405
RESOLVED to publish the draft minutes of the AGMM held on 1 June 2017 and to include them in the Agenda for the upcoming AGMM in May 2018.
Resolution 201804.406
RESOLVED to approve the Notice of the Annual General Members’ Meeting to be held on 10 May 2018 with changes as discussed, subject to the slate of election candidates being filled in before the notice of the meeting is sent.
Resolution 201804.407
WHEREAS the CEO is employed in terms of a three-year contract signed on 20 April 2015 and expiring on 20 April 2018;
WHEREAS the Remuneration Committee has recommended the renewal of the contract;
WHEREAS the Board will finalise the Key Performance Indicators and the Performance Evaluation of the CEO in May 2018;
RESOLVED to renew the CEO's employment contract for another period of 3 years (up to 20th April 2021) on same terms of employment ;
RESOLVED that the Chairman of the Board may sign the document necessary to give effect to this resolution.
Resolution 201805.408
The Board approved the minutes of the Board meeting held on 14 March 2018 with amendments.
Resolution 201805.409
The Board approved the minutes of the Board meeting held on 14 March 2018 with amendments.
Resolution 201805.410
The Board approved the minutes of the Board meeting held on 21 March 2018 with amendments.
Resolution 201805.411
The Board approved the minutes of the Board meeting held on 22 March 2018 with amendments.
Resolution 201804.412
The Board approved the minutes of the Board meeting held on 28 March 2018 with amendments.
Resolution 201805.413
WHEREAS Mr. Sunday Adekunle FOLAYAN has resigned from the AFRINIC Board;
RESOLVED:
- THAT Mr Sunday Adekunle FOLAYAN be removed from the list of authorized signatories for all AFRINIC Ltd. bank accounts;
- THAT the Mr Sunday Adekunle FOLAYAN be removed from the list of authorized Internet Banking Users for all AFRINIC Ltd. bank accounts;
Resolution 201805.414
Whereas the Board is permitted to appoint an observer to the NRO EC; the Board resolves that, as a matter of course, the Chair of the Board shall be the Board Observer to the NRO EC.
Resolution 201805.415
WHEREAS the Board having taken cognisance of the resignation of Mr Sunday Folayan on the 26th of March 2018
RESOLVED to appoint Mr Abibu Ntahigiye as the Chairman of the Board.
Resolution 201805.416
WHEREAS Mr. Haitham El Nakhal was elected in June 2016 to Seat 1 on the AFRINIC Board of Directors (representing Northern Africa), for a term to end at or after the AGMM to be held in 2019;
WHEREAS on 9 May 2018, Mr. Haitham El Nakhal tendered his resignation as a Director with immediate effect;
RESOLVED to accept the resignation;
RESOLVED to remove Mr. Haitham El Nakhal from the List of Directors and Registered Members at the Registrar of Companies of Mauritius with immediate effect.
WHEREAS the Board as per resolution 201803.391 tasked the Governance Committee to organise an independent investigation on the "Allegations made against AFRINIC staff and some members of the Board of Directors";
WHEREAS it is not clear whether the report is conformant with Section 10(v) of the letter from the Investigation Committee;
WHEREAS the Board considers the report to contain information that should not be published, on data protection grounds;
RESOLVED to task the Governance Committee to provide to the board a version of the Investigation Committee report that is conformant with data protection, confidentiality, privacy and other applicable laws.
WHEREAS there are four casual vacancies on the Board;
WHEREAS the Board has the power in terms of Bylaws Articles 13.14 to fill the casual vacancies;
RESOLVED to call for expressions of interest for a period of 30 days.
WHEREAS the Board has to elect a Chairman and a Vice-Chairman;
RESOLVED to appoint Dr Christian D. Bope and Mr Oluwaseun Ojedeji as Chairman and Vice Chairman respectively, for a period of 1 year and until the start of the next board meeting at which elected directors take their seats.
WHEREAS Mr Haitham El-Nakhal has resigned from the Board on the 9 May 2018;
WHEREAS an AGMM was held in Dakar, Senegal on the 10 May 2018;
WHEREAS Mr Lucky Masilela and Mr Abibu Ntagihiye’s terms on the Board ended on the day of the AGMM and they were not re-elected;
RESOLVED to remove Mr Lucky Masilela, Mr Abibu Ntagihiye and Mr Haitham El-Nakhal from the List of Directors and Members at the Registrar of Companies of Mauritius with immediate effect.
The Board resolved to approve the minutes of the Board meeting held on 18 April 2018 with amendments.
The Board resolved to approve the minutes of the Board meeting held on 19 April 2018 with amendments.
The Board resolved to approve the minutes of the Board meetings held on 5 May 2018 with amendments.
The Board resolved to approve the minutes of the Board meetings held on 6 May 2018 with amendments.
WHEREAS on November 2014 the Board passed resolution 201411.211 regarding confidentiality of information discussed within the Board;
WHEREAS confidentiality is also addressed in a Non-Disclosure Agreement (NDA) signed by all Directors, and in article 143 of the Companies Act 2001 of Mauritius (“Duty of directors to act in good faith and in best interests of the company”);
WHEREAS it has been suggested that resolution 201411.211 may hinder Directors in the performance of their fiduciary duties;
RESOLVED that resolution 201411.211 shall no longer apply in the future;
RESOLVED that discussions that took place prior to this resolution being passed remain covered by the provisions of resolution 201411.211
WHEREAS there are four vacant seats on the Board;
WHEREAS the Board has the power to fill the vacancies in terms of the Bylaws article 13.10;
WHEREAS the Board has called for expressions of interest from persons who wish to be considered for appointment to vacant seats;
WHEREAS several persons have expressed interest;
WHEREAS the Board has considered the expressions of interest;
WHEREAS no candidates from Western Africa met the published requirements;
WHEREAS the Board held an election among its members to fill the three vacant seats for Northern Africa, Southern Africa, and Eastern Africa;
RESOLVED to appoint Habib Youssef to seat 1 (Northern Africa);
RESOLVED to appoint Vika William Mpisane to seat 5 (Southern Africa);
RESOLVED to appoint Dorcas Muthoni Gachari to seat 6 (Eastern Africa);
RESOLVED to leave seat 2 (Western Africa) vacant for the time being;
WHEREAS on 18 July 2018 in terms of resolution 201807.219, the Board resolved to appoint three persons to fill vacancies as provided for by article 13.14 of the Bylaws;
WHEREAS those persons have accepted the appointments;
RESOLVED to add Dorcas Muthoni Gachari, Vika William Mpisane and Habib Youssef to the list of Directors and Members at the Registrar of Companies of Mauritius with immediate effect.
The Board resolved to approve the minutes of the Board meeting held on 06 May 2018 with amendments.
The Board resolved to approve the minutes of the Board meeting held on 07 May 2018 with amendments.
The Board resolved to approve the minutes of the special Board meeting held on 08 May 2018 with amendments.
The Board resolved to approve the minutes of the special Board meeting held on 09 May 2018 with amendments.
The Board resolved to approve the minutes of the special Board meeting held on 09 May 2018 with amendments.
The Board resolved to approve the minutes of the Board meeting held on 10 May 2018 with amendments.
The Board resolved to approve the minutes of the Board meeting held on 10 May 2018 with amendments.
The Board resolved to approve the minutes of the Board meeting held on 11 May 2018 with amendments.
The Board resolved to approve the minutes of the Board meeting held on 23 May 2018 with amendments.
The Board resolved to approve the minutes of the Board meeting held on 24 May 2018 with amendments.
The Board resolved to approve the minutes of the Board meeting held on 01 June 2018 with amendments.
The Board resolved to approve the minutes of the Board meeting held on 20 June 2018 with amendments.
The Board resolved to approve the minutes of the Board meeting held on 27 June 2018 with amendments.
The Board resolved to approve the minutes of the Board meeting held on 18 July 2018 with amendments.
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;
RESOLVED that an additional amount of USD800,000 be added to the Strategic Cash Reserve;
RESOLVED that a new Fixed Deposit account be created for this additional amount;
RESOLVED that any expenditure or transfers out of the Strategic Cash Reserve bank account shall require three signatures, comprising of the CEO, AND the Finance Director, AND either the Chairman or the Vice-Chairman of the Board.
WHEREAS the Fees Review Committee has completed its mandate as per its Terms of Reference;
RESOLVED to dissolve the Fees Review Committee
WHEREAS there is a need to reconstitute the Board Standing Committees;
RESOLVED that the Committees are reconstituted as follows;
Remuneration Committee: Subramanian Moonesamy, Serge Ilunga, Oluwaseun Ojedeji, Alan Barrett, Vika Mpisane, Habib Youssef
Finance Committee: Subramanian Moonesamy, Habib Youssef, Christian Bope, Alan Barrett
Audit Committee: Oluwaseun Ojedeji, Serge Ilunga, Vika Mpisane, Dorcas Muthoni
WHEREAS the Audit Committee held its meeting to review its charter;
WHEREAS the Board has considered the proposed amendment;
RESOLVED to approve the Audit Committee Charter.
WHEREAS the proposed policy IPv6 Policy and references Update (AFPUB-2018-V6-001-DRAFT01) has gone through the policy development process and has reached consensus;
WHEREAS the Policy Development Working Group’s Chairs have referred to the proposed policy to the Board for ratification;
RESOLVED that the policy is ratified by the Board.
WHEREAS the proposed policy IPv6 Initial Allocation Update (AFPUB-2018-V6-003-DRAFT02) has gone through the policy development process and has reached consensus;
WHEREAS the Policy Development Working Group’s Chairs have referred to the proposed policy to the Board for ratification;
RESOLVED that the policy is ratified by the Board.
WHEREAS the proposed policy IPv6 PI Update (AFPUB-2018-V6-004-DRAFT01) has gone through the policy development process and has reached consensus;
WHEREAS the Policy Development Working Group’s Chairs have referred to the proposed policy to the Board for ratification;
RESOLVED that the policy is ratified by the Board.
WHEREAS the AFRINIC-29 meeting is planned to be held in Hammamet, Tunisia, in November 2018;
WHEREAS a MoU between AFRINIC and the local hosts has been drafted;
RESOLVED that the CEO is authorised to sign the MoU
The Board resolved to approve the Minutes of the board meetings held on 7 and 8 August 2018 with amendments.
WHEREAS the current composition of the Board makes it impossible to achieve a quorum for an AGMM in terms of the Bylaws article 19.6;
WHEREAS the Mauritius Companies Act article 118 states that the Court may order a meeting of shareholders to be held or conducted in such manner as the Court directs;
RESOLVED that the CEO shall make suitable arrangements to approach the Court in terms of the Companies Act article 118 to allow an AGMM to be held in 2019.
WHEREAS the Board has to constitute the AFRINIC Policy Development Appeal Committee;
WHEREAS the Board appointed an Interim Appeal Committee as per resolution 201712.385;
WHEREAS Luc Missidimbazi, Jean-Robert Hountomey and Wafa Dahmani were elected to represent Seats 3, 4 and 5 on the 10 May 2018 during the AGMM held in Dakar, Senegal;
WHEREAS Dr Paulos Nyirenda and Adam Nelson, past Co-Chairs, were invited and accepted to represent Seats 1 and 2 of the committee;
RESOLVED to dissolve the Interim Appeal Committee;
RESOLVED to appoint the AFRINIC Policy Development Appeal Committee, made up of:
- Luc Missimbazi
- Jean-Robert Hountomey
- Wafa Dahmani
- Dr Paulos Nyirenda
- Adam Nelson
WHEREAS the minutes of the Board meeting held on 26 November 2017 show that the Board decided to re-appoint Zeimm Auladin-Suhootoorah to the Governance Committee for a two-year term from January 2018 to December 2019;
WHEREAS Resolution 201711.382 misstated the term as one year, from January 2018 to December 2018;
RESOLVED to extend Zeimm Auladin-Suhootoorah’s term on the Governance Committee until the end of 2019;
RESOLVED that this supercedes resolution 201711.382
The Board resolved to approve the Minutes of the board meeting held on 12 September 2018 with amendments.
The Board resolved to approve the Minutes of the board meeting held on 28 May 2018 with amendments.
WHEREAS the Remuneration Committee recommended for an Organisational Health Assessment to be carried out as per Action Item 20180820;
WHEREAS the Board has considered the recommendations of the Remuneration Committee;
RESOLVED to conduct the Organisational Health Assessment.
WHEREAS the Audit Committee, Finance Committee and Remuneration Committee have recommended changes to their Charters;
WHEREAS the Board has considered the proposed amendments;
RESOLVED to approve the Charters of the Audit Committee, Finance Committee and Remuneration Committee.
WHEREAS the AIS 2019 meeting is planned to be held in Kampala, Uganda in June 2019;
WHEREAS a MoU between the organisers and the local hosts has been drafted;
RESOLVED that the CEO is authorised to sign the MoU.
The Board has considered the voting process as found in the present AFRINIC election guidelines, and specifically the ‘none of the above option’.
RESOLVED That the ‘none of the above option’ be removed from the said election guidelines.
WHEREAS the Board has reviewed the AFRINIC Election Processes and Guidelines;
RESOLVED to adopt the new Election Processes and Guidelines as amended.
WHEREAS Dr Dorcas Muthoni was appointed in July 2018 to seat No 6 on the AFRINIC Board to//represent the East Africa region for a term ending onor about the June 2019 AGMM,
WHEREAS on 26 November 2018, Dr Dorcas Muthoni tendered her resignationas a Director with immediate effect,
RESOLVED
(I) To accept her resignation
(II) To remove Dr Dorcas Muthoni from the list of Directors andRegistered Members at the Registrar of Companies of Mauritius withimmediate effect.
WHEREAS a budget for the year 2019 has been presented;
WHEREAS the Finance Committee has presented its report and recommendations to the Board;
RESOLVED to approve the budget with amendments, as discussed and approved.
The Board resolved to appoint Serge Ilunga as Board Liaison to the Governance Committee for a one - year term from January 2019 to December 2019.
The Board resolved to appoint Ms Wafa Dahmani to the NRO NC / ASO AC for a one-year term from 1 January 2019 to 31 December 2019.
The Board resolved to appoint Mr Justin Rugondihene to the Governance Committee for a two-year term from 1 January 2019 to 31 December 2020.
