Board Meetings and Resolutions 2020
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WHEREAS the existing fee structure does not provide for the implementation of the policy for "IPv4 Exhaustion Phase II"
RESOLVED to create a "Mini" and a "Micro" category for LIR membership
RESOLVED to amend the fee structure as per the table below:
| Category Allocation Size (IPv4) | Allocation Size (IPv4) | Annual Membership | Allocation Fee |
| Micro | /24 - </23 | USD 1000 | USD 1000 |
| Mini | /23 - </22 | USD 1200 | USD 1350 |
WHEREAS the Board has reviewed the AFRINIC Election Processes and Guidelines;
RESOLVED to adopt the new Election Processes and Guidelines as amended
The Board approved the minutes of the Board meetings held on 30 November and 1 December 2019 with amendments.
WHEREAS there is a need to appoint four members to the Nomination Committee 2020 in terms of article 9 of the Bylaws;
WHEREAS persons domiciled in Central Africa, Eastern Africa and the Indian Ocean sub-regions are not eligible in terms of article 9.1 of the Bylaws;
WHEREAS the Board wishes to appoint three community volunteers and one Board Member from the Western Africa, Southern Africa and Northern Africa sub-regions;
WHEREAS several volunteers from the community expressed an interest;
RESOLVED to appoint Mark Elkins, Caleb Olumuyiwa Ogundele and Dr Ousmane Ly to the Nomination Committee 2020 as community representatives;
RESOLVED to appoint Dr Adewale Adedokun to the Nomination Committee as the Board representative.
Whereas a recent internal audit has revealed substantial malversation committed in the allocation of IP Resources;
Whereas the matter has been reported to the Central CID of the local Police Force for investigation;
Whereas the audit has also revealed that there is the possibility of an international ramification with respect to the fraud on number resources;
Resolved to cooperate with relevant international law enforcement agencies with respect to the fraud on number resources.
WHEREAS AFRINIC’s former Director, Finance & Accounting was, during the course of his tenure, eligible to a credit card facility and that the latter is no longer an employee of the company;
WHEREAS, in view of the recent appointment of its Chief Executive Officer (“CEO”) and the newly designated Interim Director, Finance & Accounting, it is advisable to obtain in favour of both the said officer's such credit card privileges for the purposes of charging certain expenses relative to the business affairs of AFRINIC;
IT IS THEREFORE RESOLVED AS FOLLOWS:
That Management proceeds forthwith with the cancellation of the credit card facility previously obtained in the name its former Director, Finance & Accounting;
That its CEO applies for and obtains a Corporate Credit Card from the State Bank of Mauritius with a credit limit not exceeding 500,000 MUR;
That the current Interim Director, Finance & Accounting also apply for and obtain a Corporate Credit Card from the State Bank of Mauritius with a credit limit not exceeding 150,000 MUR and which facility shall continue for the duration of the said acting-ship;
That both the aforementioned officers be authorized to charge on their respective credit card account such expenses that are reasonably related to carrying out the business of AFRINIC as well as to procure the payment of such proper charges as they fall due; and
That the Internal Auditor is directed to monitor, from time to time, the aforesaid accounts.
WHEREAS the proposed policy 'Multihoming not required for ASN Proposal AFPUB-2019-ASN-001-DRAFT04' has passed through the Policy Development Process;
WHEREAS the proposed policy 'Adjusting IPv6 Policy Proposal AFPUB-2019-IPv6-002-DRAFT01' has passed through the Policy Development Process;
WHEREAS the Policy Development Working Group’s Chairs have referred to the proposed policies to the Board for ratification;
RESOLVED that the policies are ratified by the Board.
Whereas Clause 18.1 al-2 of the Bylaws provides, inter-Alia, that Directors shall be entitled to be reimbursed for reasonable out-of-pocket expenses as determined by the Board from time to time, incurred in the fulfilment of their duties towards the Company or otherwise in connection with the business of the Company;
Whereas, due to the COVID-19 pandemic, the Board has noted that a few of the Directors have had to disburse additional and unprecedented communication expenses as a consequence of some of the current confinement period as well as due to their respective area (or country) of residence;
Considering the above and to ensure the uninterrupted performance of the Board’s activities, Strategic Plan development including committee meetings
RESOLVED that:
- the Directors be exceptionally paid an amount not exceeding 200 USD monthly for such claims made in respect of Internet/Communication Allowance for the period starting 01 March 2020 up to 30 September 2020 or until such period as the Board may decide from time to time in the light of the evolution of the COVID-19 pandemic;
- the Board may review (from time to time) the aforesaid quantum payable( i.e USD 200 ) to its directors when it deems it warranted.
The Board approved the minutes of the Board meetings held on 12 and 19 February2020with amendments
The Board approved the minutes of the Board meetings held on 20 March 2020 with amendments.
WHEREAS the Finance Committee has proposed the Contingency policy;
RESOLVED to approve the document;
RESOLVED that the policy shall take effect from the date of this approval
*RESOLVED*to authorize the CEO to sign the addendum to the NRO Memorandum of Understanding – Internet Number Registry System Joint Project Agreement Addendum (NRO INRS JPAA) on behalf of African Network Information Centre Ltd.
WHEREAS Management has identified a pressing need for the RPKI project to be expedited;
WHEREAS the 2020 Capex budget has a provision for the MyAfrinic v2 project and renewal of infrastructure.
WHEREAS Management has reported that the MyAfrinic v2 project has been delayed and the RPKI project can be accommodated
WHEREAS Management recommends that the budget allocated for MyAfrinic v2 project and a portion of the Infrastructure project should be reallocated to the RPKI project,
WHEREAS Management has finalized a proposal for the RPKI project totalling USD 71,217
RESOLVED to reallocate a sum of USD 71,217 from the Capital Expenses budget and, where applicable, from the Infrastructure budget to the RPKI
It is RESOLVED:
1. BANK SIGNATORIES
THAT *the present bank signatories be revoked.
THAT *the following persons be appointed bank signatories of the Company with accounts held at the Mauritius Commercial Bank Ltd:
Name
Position
Category
Mr Christian Domilongo BOPE
AFRINIC Board Chairperson
A
Mr Subramanian Moonesamy
AFRINIC Board Vice-Chairperson
A
Mr Eddy Mabano KAYIHURA
Chief Executive Officer
A
Mr Nirmal MANIC
Chief Accountant
A
Mr Yavisht TOOLSEEYA
HR & Administration Manager
B
THAT the mode of signatures of the Company, for all bank transactions be *EITHER* two “*A”* Signatories *OR* One “*A”* Signatory and One “B” Signatory; with the exception of the Cash Reserves Accounts which shall require THREE signatories namely: Mr Eddy Mabano
KAYIHURA, Mr Nirmal Manic and Mr Christian Domilongo BOPE OR Mr Subramanian Moonesamy.
THAT the above-mentioned signatory persons be authorised to act in accordance with the Company authorisation policy except for any transaction in excess of US$ 100,000/- or equivalent in any other currency, must be approved by the Board.
THAT the above persons are authorised to sign on any acts and deeds of the company.
2. INTERNET BANKING ACCESS
It is RESOLVED:
THAT the present Internet banking access is revoked.
THAT the following be granted access rights to our Internet Banking facilities as per roles as indicated.
Name
Role
Initials
Mr Christian Domilongo BOPE
Initiate/View/Authoriser
All Accounts held with MCB
Mr Eddy Mabano KAYIHURA
Initiate/View/Authoriser
All Accounts held with MCB
Mr Subramanian Moonesamy
Initiate/View/Authoriser
All Accounts held with MCB
Mr Yavisht TOOLSEEYA
Initiate/View/Authoriser
All Accounts held with MCB
Mr Nirmal MANIC
Initiate/View/Authoriser
All Accounts held with MCB
Mr Ganessen GURUNADEN
Initiate/View
All Accounts held with MCB
THAT the Company Secretary be instructed to inform the Company’s bankers of the above relevant policies and resolutions.
WHEREAS*the financial statements for the year ended 31 December 2019 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 2019;
RESOLVED*that Mr Eddy M. Kayihuraas Chief Executive Officer and Dr Christian D. Bope as Chairman be and are hereby authorised to sign the Financial Statements on behalf of the Board;
RESOLVED that Mr Eddy M. Kayihuraas Chief Executive Officer and Dr Christian D. Bope as Chairman of the Board be and are hereby authorised to sign the Letter of Representation associated with the Financial Statements.
Resolution 202006.561 AVC
WHEREAS on 30 June 2020, NOMCOM provided the Board with a list of nominations, including 10 nominations for four open Board seats, 1 nomination for one open Governance Committee seat, 8 nominations for one PDWG co-Chair seat, and 3 nominations for one NRO ASO AC seat;
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 NRO ASO AC 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 (1) Article 8.2 (iv)of AFRINIC’s bylaws provides as follows
The membership of a Resource Member shall terminate…8.2 (iv)- membership fees or any other sum payable by the Resource Member to the Company remaining unpaid for a period of three (3) months after the due date of payment (subject to the Board deciding otherwise;
or…
(2) AFRINIC Fees Schedule provide for – (Billing Timeline) the application of a late fee payment ranging from 5% to 15% (3) it is widely admitted that the Covid-19 pandemic has had an adverse impact on the financial operations of members leading to a temporary incapacity to effect timely payment of membership fees
RESOLVED To provide an ad-hoc financial relief to those members which were late in their debt in terms of
(1) an extension of the 5% late payment penalty starting from 15 March 2020 to 20 August 2020.
(2) From 21 August 2020, a late payment penalty of 15% will be applied and a 2-month closure process will be initiated.
(3) This resolution is an exceptional modality only for the year 2020
The Board approved the minutes of the Board meetings held on 10, 17 and 24 June 2020 with amendments.
The Board approved the minutes of the Board meetings held on 30 June 2020 with amendments.
Whereas the Corona 19 pandemic has been a major obstacle for AFRINIC to hold it's AGMM face to face.
RESOLVED the following:
- That the revised election Process 2020 is approved pursuant to Art 13.2 of the bylaws
- That the approved guideline will supersede all previous election process and guidelines
- That the approved guideline shall consequently apply to all elections being held by AFRINIC for the year 2020.
WHEREAS the Board of Directors approved a capital expenditure budget (Resolution 201912.535) for the rearrangement of office space and general office equipment replacements;
RESOLVED to purchase of furniture from Espace et Vie for the sum of MUR 4,615,050 (approximately USD 117,881)
RESOLVED to approve the renovation works contract with Interior
Pro Ltd for the sum of MUR 3,874,086 (approximately USD 98,955).
Resolved to publish the draft minutes of the Annual General Members' Meeting held on 20 June 2019
Resolved to approve the Notice of the Annual General Members' Meeting which will be held on 18 September 2020
WHEREAS the Board elections were held during the virtual AGMM on the 18 September 2020;
WHEREAS Mr Serge K. Ilunga, Mr Subramanian Moonesamy and Mr Benjamin Eshun were elected to the Board of AFRINIC for a 3-year term;
WHEREAS Mr Abdalla Omari was elected to the Board of AFRINIC for a 2-year term;
WHEREAS Dr Christian D. Bope’s term to the Board ended on the day of the AGMM;
RESOLVED to remove Dr Christian D. Bope from the List of Directors and Members at the Registrar of Companies of Mauritius with immediate effect;
RESOLVED to add Mr Benjamin Eshun and Mr Abdalla Omari to the list of Directors and Members at the Registrar of Companies of Mauritius with
immediate effect.
RESOLVED to update the list of Directors and Members at the Registrar of Companies of Mauritius, if necessary, to reflect new information for Mr Serge K. Ilunga and Mr Subramanian Moonesamy.
WHEREAS Dr Christian D. Bope’s term to the Board ended on the 18 September 2020;
RESOLVED to thank Dr Christian D. Bope and to convey to him the Board’s appreciation for his services to AFRINIC and its community during his tenure on the Board.
WHEREAS there is a need to reconstitute the Board Standing Committees;
RESOLVED that the Committees are reconstituted as follows:
Audit Committee: Serge Ilunga, Adewale Adedokun, Benjamin Eshun, Oluwaseun Ojedeji
Finance Committee: Abdalla Omari, Vika Mpisane, CEO
Remuneration Committee: Prof Habib Youssef, Vika Mpisane, Oluwaseun Ojedeji, Adewale Adedokun, Serge Ilunga
Technical Committee: Oluwaseun Ojedeji, Benjamin Eshun, CEO
1. BANK SIGNATORIES
It is RESOLVED:
THAT the present bank signatories be revoked.
THAT the following persons be appointed bank signatories of the Company with accounts held at the Mauritius Commercial Bank Ltd:
| Name | Position | Category |
| Mr Subramanian Moonesamy | AFRINIC Board Chairperson | A |
| Prof Habib Youssef | AFRINIC Board Vice-Chairperson | A |
| Mr Eddy Mabano KAYIHURA | Chief Executive Officer | A |
| Mr Nirmal MANIC | Chief Accountant | A |
| Mr Yavisht TOOLSEEYA | HR & Administration Manager | B |
THAT the mode of signatures of the Company, for all bank transactions be EITHER two “A” Signatories OROne “A” Signatory and One “B” Signatory; with the exception of the Cash Reserves Accounts [Fixed Deposit Accounts] which shall require THREE signatories namely: Mr Eddy Mabano KAYIHURA, Mr Nirmal Manic and Mr Subramanian Moonesamy OR Prof Habib Youssef
THAT the above-mentioned signatory persons be authorised to act in accordance with the Company authorisation policy except for any transaction in excess of US$ 100,000/- or equivalent in any other currency, must be approved by the Board.
THAT the above persons are authorised to sign on any acts and deeds of the company.
2. INTERNET BANKING ACCESS
It is RESOLVED:
THAT the present Internet banking access is revoked.
THAT following the following be granted access rights to our Internet Banking facilities as per roles as indicated.
| Name | Role | Initials |
| Mr Subramanian Moonesamy | Initiate/View/Authoriser | All Accounts held with MCB |
| Mr Eddy Mabano KAYIHURA | Initiate/View/Authoriser | All Accounts held with MCB |
| Prof Habib Youssef | Initiate/View/Authoriser | All Accounts held with MCB |
| Mr Yavisht TOOLSEEYA | Initiate/View/Authoriser | All Accounts held with MCB |
| Mr Nirmal MANIC | Initiate/View/Authoriser | All Accounts held with MCB |
| Mr Ganessen GURUNADEN | Initiate/View | All Accounts held with MCB |
THAT the Company Secretary be instructed to inform the Company’s bankers of the above relevant policies and resolutions.
1. BANK SIGNATORIES
It is RESOLVED:
THAT the present bank signatories be revoked.
THAT the following persons be appointed bank signatories of the Company:
| Name | Position | Category |
| Mr Subramanian Moonesamy | AFRINIC Board Chairperson | A |
| Prof Habib Youssef | AFRINIC Board Vice-Chairperson | A |
| Mr Eddy Mabano KAYIHURA | Chief Executive Officer | A |
| Mr Nirmal MANIC | Chief Accountant | A |
| Mr Yavisht TOOLSEEYA | HR & Administration Manager | B |
THAT the mode of signatures of the Company, for all bank transactions be EITHER two “A” Signatories OR One “A” Signatory and One “B” Signatory; with the exception of the Cash Reserves Accounts which shall require THREE signatories namely: Mr Eddy Mabano KAYIHURA, Mr Nirmal Manic and Mr Subramanian Moonesamy OR Prof Habib Youssef
THAT the above-mentioned signatory persons be authorised to act in accordance with the Company authorisation policy except for any transaction in excess of US$ 100,000/- or equivalent in any other currency, must be approved by the Board.
2. INTERNET BANKING ACCESS
It is RESOLVED:
THAT the present Internet banking access is revoked.
THAT following the following be granted access rights to our Internet Banking facilities as per roles as indicated.
| Name | Role | Initials |
| Mr Subramanian Moonesamy | Initiate/View/Authoriser | All Accounts |
| Mr Eddy Mabano KAYIHURA | Initiate/View/Authoriser | All Accounts |
| Prof Habib Youssef | Initiate/View/Authoriser | All Accounts |
| Mr Yavisht TOOLSEEYA | Initiate/View/Authoriser | All Accounts Except Cash Reserves Accounts |
| Mr Nirmal MANIC | Initiate/View/Authoriser | All Accounts and Cash Reserves Accounts |
| Mr Ganessen GURUNADEN | Initiate/View | All Accounts except Salaries Account [REDACTED] and Cash Reserves Accounts |
THAT the Company Secretary be instructed to inform the Company’s bankers of the above relevant policies and resolutions.
OPENING OF A NEW EURO FOREIGN CURRENCY DENOMINATED ACCOUNT AT THE MAURITIUS COMMERCIAL BANK LIMITED
It is RESOLVED:
THAT a New EURO Foreign Currency Denominated Account be opened in the name of the Company at MAURITIUS COMMERCIAL BANK LIMITED, PORT LOUIS, Mauritius.
THAT the following persons be appointed bank signatories of the new Euro Account.
| Name | Position | Category |
| Mr Subramanian MOONESAMY | AFRINIC Board Chairperson | A |
| Prof Habib YOUSSEF | AFRINIC Board Vice-Chairperson | A |
| Mr Eddy Mabano KAYIHURA | Chief Executive Officer | A |
| Mr Nirmal MANIC | Chief Accountant | A |
| Mr Yavisht TOOLSEEYA | HR & Administration Manager | B |
THAT the mode of signatures of the Company, for all bank transactions be EITHER two “A” Signatories OR One “A” Signatory and One “B” Signatory.
THAT the above-mentioned signatory persons be authorised to act in accordance with the Company authorisation policy described above except for any outgoing transaction in excess of US$ 100,000/- or equivalent in any other currency, must be approved by the Board. The Board approval
requirement transactions in exceeding $100 000 limits are restricted to amounts leaving AFRINIC bank accounts and NOT applicable for inter-account transfers, between AFRINIC bank accounts.
2. INTERNET BANKING ACCESS
It is RESOLVED:
THAT the following be the complete list of access rights to our Internet Banking facilities as per roles indicated:
| Name | Role | Initials |
| Mr Subramanian MOONESAMY | Initiate/View/Authoriser | All Accounts held with MCB |
| Mr Eddy Mabano KAYIHURA | Initiate/View/Authoriser | All Accounts held with MCB |
| Prof HABIB YOUSSEF | Initiate/View/Authoriser | All Accounts held with MCB |
| Mr Yavisht TOOLSEEYA | Initiate/View/Authoriser | All Accounts held with MCB |
| Mr Nirmal MANIC | Initiate/View/Authoriser | All Accounts held with MCB |
| Mr Ganessen GURUNADEN | Initiate/View | All Accounts held with MCB |
THAT the Company Secretary be instructed to inform the Company’s bankers of the above relevant policies and resolutions.
WHEREAS the Board elected Mr Subramanian Moonesamy as Chairman and Prof Habib Youssef as Vice-Chairman of AFRINIC Ltd at its meeting of the 21 September 2020.
RESOLVED to appoint Mr Subramanian Moonesamy as Chairman and Prof Habib Youssef as Vice Chairman, for a period of 1 year and until the start of the next board meeting at which elected directors take their seats.
The Board approved the minutes of the Board meetings held on 11 September 2020 with amendments.
The Board approved the minutes of the Board meetings held on 21 September 2020 with amendments.
RESOLVED to approve the AFRINIC Strategic Plan 2021 - 2023
AMENDMENTS TO CONSTITUTION (Also known as ‘BYLAWS’):
It is NOTED:
THAT at the Annual General Members’ Meeting of AFRINIC held on 18 September 2020, proposed amendments to the AFRINIC’s Constitution were considered, discussed and voted by both AFRINIC’s Registered and Resource Members.
It is therefore hereby RESOLVED as SPECIAL RESOLUTION:
THAT the Constitution of the Company dated 21 December 2016 be consequently amended and is hereby amended.
THAT the Amended Constitution of the Company is hereby adopted as the new Constitution of the Company.
THAT the Amended Constitution be signed by Mr Subramanian Moonesamy, Director/Chairperson and Mr Eddy M. Kayihura, Director/Chief Executive Officer, of the Company.
It is further RESOLVED THAT the Company Secretary, be hereby authorised to undertake and complete all the necessary filing procedures with the local authorities to give effect to the above resolutions.
RESOLVED to re-appoint Mr Oluwaseun Ojedeji to the Governance Committee as Board Liaison for the period January 2021 to December 2021.
The Board approved the minutes of the Board Meeting held on 21 October 2020 with amendments
WHEREAS the Remuneration Committee has reviewed its Terms of Reference
RESOLVED to approve the Terms of Reference
WHEREAS the Audit Committee has reviewed its Terms of Reference
RESOLVED to approve the Terms of Reference
WHEREAS Article 16 of AFRINIC’s Bylaws provides for the constitution of a Council of Elders (“the Council”).
WHEREAS Article 16.1 of the said Bylaws further provides that membership to the Council shall be opened to such former chairpersons who served at least one full term in that capacity.
RESOLVED in accordance with the above, Dr Christian Domilongo Bope who has served as Chairperson of the Board of Directors of AFRINIC be appointed to the Council with effective date from 25 November 2020.
WHEREAS, on 16 November 2020 the Board of Directors received a request to recall the PDWG Co-Chairs;
RESOLVED to appoint a Recall Committee pursuant to section 3.5(3) of its Consolidated Policy Manual;
FURTHER RESOLVED that:
(a) a Recall Committee be hereby appointed and that same shall be composed of three members made up as follows:
- Mr Adiel A. Akplogan
- Mr Alan P. Barrett
- Dr Christian D. Bope
and Mr Craig Ng, General Counsel APNIC as Observer;
(b) That the role and responsibility of the aforesaid committee shall be to investigate the circumstances of the justification for the recall request and determine the outcome thereof.
(c) That upon the completion of the present assignment, the Recall Committee shall cause its report to be published on the Resources Policy Development mailing list
The Board resolved to re-appoint Mrs Wafa Dahmani to the NRO NC / ASO AC for a one-year term from 1 January 2021 to 31 December 2021.
The Board resolved to appoint Saul Stein to the IANA Numbering Services Review Committee for a three-year term from 1 January 2021 to 31 December 2023.
WHEREAS a budget for the financial year 2021 has been presented;
WHEREAS the Finance Committee has presented its report and recommendations to the Board;
RESOLVED to approve the budget.
WHEREAS the Board has taken note of the Legal Notice to be issued against Logic Web Inc.
RESOLVED THAT: (a) Management proceeds with a Legal Notice against Logic Web Inc. and the same approach to be applied in all similar cases. (b) In addition to the declaration made in December 2019, Management proceeds with further police declaration in respect of all organisations deemed to be in possession of IP resources that were misappropriated from AFRINIC’s pool of resources.
RESOLVED to appoint Eddy Lareine to the Governance Committee for a two-year term from 1 January 2021 to 31 December 2022.
WHEREAS the Board has taken note of the proposed Addendum No.3 to the CEO's contract of employment ("the Contract")
RESOLVED to approve thereto so that Amended Section 4.1 of the Contract be further revised accordingly.