Board Meetings & Resolutions

Last Modified on -
Date Resolutions Minutes
January
2016		 Minutes of Meeting Held on 27 January 2016
February
2016		 Minutes of Meeting Held on 24 February 2016
April
2016		 Minutes of Meeting Held on 13 April 2016
May
2016

Minutes of Meeting Held on 11 May 2016 (Old Version)

Minutes of Meeting Held on 11 May 2016 (New Version)
June
2016		 Minutes of Meeting Held on 6 June 2016
July 2016

Minutes of Meeting Held on 6 July 2016

Minutes of Meeting Held on 8 July 2016
August 2016 Minutes of Board Meeting Held on 10 August 2016
October 2016 Minutes of Board Meeting Held on 12 October 2016
November 2016 Minutes of Board Meeting Held on 9 November 2016
December 2016 Minutes of Board Meeting Held on 21 December 2016

 

January 2016

Resolution 201601.263

The Board resolved to approve the budget for the 2016 financial year, as presented by the Management.

 

Resolution 201601.264

The Board resolved:

That the present bank signatories be revoked. That the following persons be appointed bank signatories of the Company:

[Redacted]

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:

[Redacted]

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 present Internet banking access be revoked.

That following the following be granted access rights to our Internet Banking facilities as per roles as indicated.

[Redacted]

That the Company Secretary be instructed to inform the Company’s bankers of the above relevant policies and resolutions.

 

Resolution 201601.265

WHEREAS there is a need to appoint a Nomination Committee (NomCom) for the 2016 year;

WHEREAS it is desirable for the Board to give the NomCom clear guidelines; 

It is therefore RESOLVED:

To appoint a SubCommittee to review and update NomCom guidelines;

 

Resolution 201601.266

The Board approved the minutes of the following meetings:

  1. 17 Dec 2014
  2. 02 Mar 2015
  3. 15 Apr 2015
  4. 23 Apr 2015
  5. 08 May 2015
  6. 11 May 2015
  7. 13 May 2015

 

February 2016

Resolution 201602.267

The Board resolved that the community volunteers Mark Elkins, Janvier Ngnoulaye and Douglas Onyango, be appointed to the NomCom for the year 2016.

 

Resolution 201602.268

The Board resolved that Krishna Seeburn be appointed as the Board representative on the NomCom for the year 2016.

 

Resolution 201602.269

The Board approves the NomCom 2016 guidelines as drafted by the subcommittee.

 

April 2016

Resolution 201602.270

WHEREAS in Resolution 201511.254 the Board resolved that the election and appointment of the initial members of the Governance Committee be finalised at the AGMM in May/June 2016;

WHEREAS the Terms of Reference of the Governance Committee states that terms will begin on 1 January;

WHEREAS the NomCom has requested that the election and appointment of the initial members of the Governance Committee be delayed until the AFRINIC meeting in November/December 2016;

THEREFORE RESOLVED that the election and appointment of the initial members of the Governance Committee be delayed until the AFRINIC meeting in November/December 2016.

 

Resolution 201604.271

The Board approved the minutes of the last Board meeting held on 24 February 2016 as presented by the Secretariat.

 

Resolution 201604.272

WHEREAS Mwendwa Kivuva has resigned from the CRISP Team in order to take up an appointment at AFRINIC;

WHEREAS the CRISP Team has completed the major part of its work and is likely to be dissolved soon;

RESOLVED to thank Mwendwa Kivuva for his service;

RESOLVED to leave the position in the CRISP Team vacant.

 

Resolution 201604.273

WHEREAS the Board sees a need to appoint a new Company Secretary;

RESOLVED to appoint a subcommittee of Alan Barrett and Kris Seeburn to evaluate prospective Company Secretaries and to make a recommendation to the Board.

 

Resolution 201604.274

WHEREAS the existing fee schedule is not clear about the meaning of “set- up” fees of “one-off” fees;

WHEREAS every allocation or assignment event requires effort from AFRINIC;

RESOLVED that fees currently described as “one-off” or “set-up” fees should be clarified as “once per assignment” or “once per allocation”.

 

Resolution 201604.275

WHEREAS there may from time to time be a need to consider application for Associate Membership from persons or organisations in terms of Bylaws section 6.1(ii);

WHEREAS no suitable process exists;

RESOLVED to call for volunteers on the Board mailing list to form a subcommittee to draw up suitable guidelines. 

 

 

May 2016

Resolution 201605.275

RESOLVED to publish the draft minutes of the May 2015 AGMM and November 2015 SGMM, and to include them in the agenda for the upcoming June 2016 AGMM.

 

Resolution 201605.276

The Board approved the minutes of the Board meeting held on 13 April 2016 as presented by the Secretariat.

 

Resolution 201605.277

WHEREAS the RIRs have established a Joint RIR Stability Fund for mutual support <https://www.nro.net/joint-rir-stability-fund>;

WHEREAS funds pledged by RIRs to the Joint RIR Stability Fund will be held in reserve by each pledging RIR until such time as the funds are needed, if ever;

WHEREAS in an email discussion in June 2015 the Board agreed to pledge an amount of USD 50,000 as a contingent liability for the Joint RIR Stability Fund;

THEREFORE RESOLVED to ratify the decision to pledge an amount of USD 50,000 to the Joint RIR Stability Fund;

RESOLVED that the amount of USD 50,000 shall be reflected as a contingent liability in the accounts of the Company with effect from 1 July 2015.

 

Resolution 201605.278

The Board resolved to approve the Notice of the Annual General Members’ Meeting 2016 subject to amendments as discussed.

 

Resolution 201605.279

All nominations for the 2016 Board election are approved in terms of the Bylaws section 12.14(i).

 

 Resolution 201605.280

WHEREAS all five RIRs are conducting an accountability assessment;

WHEREAS an independent law firm has completed a data collection exercise;

WHEREAS the Board has completed an evaluation questionnaire based on the data collected;

WHEREAS the Board has completed a public summary of the findings;

THEREFORE RESOLVED to approve the public summary as presented;

RESOLVED to publish the public summary.

 

Resolution 201605.281

WHEREAS in Resolution 201511.254 in November 2015 the Board approved the Terms of Reference (version 2) for a new Governance Committee;

WHEREAS discussion at the AFRINIC-23 meeting in December 2015 suggested that the size of the Governance Committee should be reduced;

WHEREAS a version 3 of the Governance Committee Terms of Reference has been drafted with a reduction in the size of the committee;

THEREFORE RESOLVED to approve version 3 of the Governance Committee Terms of Reference.

 

 Resolution 201605.282

WHEREAS the US Government’s NTIA has announced their intention to terminate the contract under which ICANN performs the IANA functions <https://www.ntia.doc.gov/press-release/2014/ntia-announcesintenttransition- key-internet-domain-name-functions>;

WHEREAS the Consolidated RIR IANA Stewardship Proposal Team (CRISP Team) has proposed that the RIRs enter into an SLA or contract with ICANN for the performance of the IANA numbering services <https://www.nro.net/wpcontent/uploads/ICG-RFP-Number-Resource-Proposal.pdf>;

WHEREAS the CRISP Team proposal has been incorporated into the IANA transition proposal from the IANA Stewardship Transition Coordination Group (ICG)<https://www.ianacg.org/icg-files/documents/IANAstewardshiptransition-proposal-EN.pdf>;

WHEREAS the ICG proposal has been transmitted by the ICANN Board to the NTIA <https://www.ianacg.org/plan-to-transition-stewardship-ofkeyinternet-functions-sent-to-the-u-s-government/>;

WHEREAS the RIRs and ICANN have agreed on the terms for the SLA for the IANA Numbering Services and published a draft version 5.1 on 20 April 2016 <https://www.nro.net/news/updated-5-1-and-signature-version-of-theslafor-the-iana-numbering-services>;

THEREFORE RESOLVED that the CEO be authorised to sign the SLA for the IANA Numbering Services on behalf of AFRINIC, either version 5.1 as published on 20 April 2016, or any subsequent version that is substantially similar.

 

 Resolution 201605.283

RESOLVED to approve the AFRINIC Community Code of Conduct subject to amendments as discussed.

 

 

June 2016

 Resolution 201606.284

WHEREAS the financial statements for the year ended 31 December 2015 have been prepared and audited;

WHEREAS the Board is expected to approve the financial statements before the auditors sign their report;

THEREFORE RESOLVED that the Board approves the financial statements for the year ended 31 December 2015.

 

Resolution 201606.285

The Board approved the minutes of the Board meeting held on 11 May 2016 as presented by the Secretariat.

 

Resolution 201606.286

WHEREAS the performance of PriceWaterhouseCoopers has been deemed satisfactory in the 2015 financial year;

The BOARD resolves to recommend the reappointment of the PriceWaterhouseCoopers for the 2016 financial year.

 

July 2016

Resolution 201607.287

WHEREAS Aminata Amadou Garba’s term on the Board expired on the 30 June 2016;

WHEREAS Seun Ojedeji was elected during the AGMM in Gaborone, Botswana on the 9 June 2016 for a 3-year term starting 1 July 2016 to 30 June 2019;

WHEREAS Sunday Folayan and Haitham El-Nakhal were reelected to the Board of AFRINIC during the in Gaborone, Botswana on the 9 June 2016 for a 3-year term starting 1 July 2016 to 30 June 2019;

RESOLVED to remove Aminata Amadou Garba from the List of Directors and Members at the Registrar of Companies of Mauritius with effect from 01 July 2016;

RESOLVED to add Seun Ojedeji to the list of Directors and Members at the Registrar of Companies of Mauritius with effect from 01 July 2016.

 

Resolution 201607.288

WHEREAS Aminata Amadou Garba’s term on the Board expired on the 30 June 2016;

RESOLVED to thank Aminata Amadou Garba and convey to her the Board’s appreciation for her services to AFRINIC and its community.

 

Resolution 201607.289

WHEREAS the Board has voted to elect a new Chairman and Vice-Chairman, the Board resolves to appoint Mr Sunday Folayan and Mr Haitham El Nakhal 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.

 

Resolution 201607.290

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

RESOLVED to reconstitute the Finance Committee with KS, HN, CB, AB as members, and with the Chair of the Audit Committee as an observer;

RESOLVED to reconstitute the Remuneration Committee with LM, SF, and AB as members;

RESOLVED to reconstitute the Audit Committee with AA, SO, AN as members, and the Chair of the Finance Committee as a full member.

 

Resolution 201607.291

WHEREAS there is a need to reconstitute Board ad-hoc Committees;

RESOLVED to reconstitute the MOU Review Committee with CB, AA, AB as members;

RESOLVED to reconstitute the Company Secretary Review Committee with KS, AB as members;

RESOLVED to reconstitute the COO Recruitment Committee with LM, SO, SF, AB as members;

RESOLVED to reconstitute the Associate Membership Criteria Committee with AN, AB, HN as members.

 

Resolution 201607.292

WHEREAS there is a need to clarify which actions require approval by the Board, the CEO, or other roles;

WHEREAS a delegation of authority document has been drafted to address this need;

RESOLVED to approve the delegation of authority document dated 8 July 2016;

RESOLVED that the document will be internal.

 

Resolution 201607.293

WHEREAS the Board has prepared a Strategy Document for the years 2016 to 2020;

RESOLVED to publish the Strategy Document.

 

 

August 2016 

Resolution 201608.294

The Board approved the minutes of the Board meeting held on 6 June 2016 with amendments.

 

Resolution 201608.295

The Board approved the minutes of the Board meeting held on 6 July 2016 with amendments.

 

Resolution 201608.296

The Board approved the minutes of the Board meeting held on 8 July 2016 with amendments.

 

Resolution 201608.297

WHEREAS there is the need to elect the Governance Committee at the next AFRINIC meeting in November 2016;

RESOLVED to call for a Special General Members' Meeting as part of the AFRINIC-25 meeting in November 2016.

 

Resolution 201608.298

CONSIDERING the importance of having legal advice during Board meetings;

RESOLVED that the Legal Adviser should be invited to all Board meetings.

 

Resolution 201608.299

The Board approved the corrected minutes of the Board meeting held on 11 May 2016 as presented by the Secretariat.

 

October 2016

Resolution 201609.300

WHEREAS clause 15.9 of the Service Level Agreement for the IANA Numbering Services <https://www.nro.net/sla> requires ICANN to seek consent before sub- contracting;

WHEREAS ICANN wishes to sub-contract the IANA Numbering Services to PTI; RESOLVED that AFRINIC consents to such sub-contracting;

RESOLVED that the CEO is authorised to sign a document of consent


Resolution 201609.301

WHEREAS the ICG proposal for the IANA stewardship transition
<https://www.ianacg.org/icg-files/documents/IANA-transition-proposal-final.pdf> includes provisions for the transfer of IANA intellectual property;
WHEREAS agreements related to the IANA IPR have been drafted and were published for comments on 12 August 2016 at <https://www.ianacg.org/call-for-public-comment-on-iana-ipr-agreements//>; WHEREAS minor changes have been drafted subsequent to the public comments;

WHEREAS all RIRs are expected to be parties to the IANA IPR Community Agreement;

RESOLVED that the CEO is authorised to sign the IANA IPR Community Agreement, either the draft dated 21 September 2016 or a subsequent revision that is substantially similar.


Resolution 201609.302

WHEREAS Organisation Internationale de la Francophonie (OIF) has requested AFRINIC to assist in making travel arrangements for delegates to the ICANN 57 meeting;

WHEREAS AFRINIC has historically collaborated with OIF in arranging travel for delegates to ICANN and AFRINIC meetings;

RESOLVED to approve the request for collaboration for the ICANN 57 meeting.


Resolution 201610.303

RESOLVED to approve the minutes of the Board meeting held on 10 August 2016 with amendments


Resolution 201610.304

WHEREAS the work of the Company Secretary Review Committee has been completed; RESOLVED to disband the committee.


Resolution 201610.305

WHEREAS there is a need for the Board to appoint a member of the NRO NC; WHEREAS Fiona Asonga has been nominated;

RESOLVED to appoint Fiona Asonga to the NRO NC for a term from 1 January 2017 to 31 December 2017.


Resolution 201610.306

WHEREAS AFRINIC has in the past received requests from other organisations to assist with logistics for their travel to various events;

RESOLVED that AFRINIC may provide such assistance with logistics in cases where the event is within the AFRINIC service region, and where the requestor is another RIR or an Internet-related public-interest organisation.


Resolution 201610.307

WHEREAS seven nominations to the Governance Committee have been received;

WHEREAS there is a question about whether or not one of the candidates was validly nominated and seconded;

RESOLVED to request NomCom to give all candidates the opportunity to regularise their status by 30 October 2016, or to withdraw their nomination;

RESOLVED to approve all nominations subject to such regularisation.

 

November 2016

Resolution 201611.308

The Board resolves to circulate the Notice of the Special General Members’ Meeting 2016 to Members.

 

Resolution 201610.309

WHEREAS a Memorandum of Understanding (MoU) has been drafted between AFRINIC and Tunisian Internet Agency (ATI) to develop and certify skills in Internet Number Resources Management and IPv6;

RESOLVED that the Chief Executive Officer is authorized to sign the MoU.

 

Resolution 201611.310

WHEREAS there is an opportunity for AFRINIC to be involved in the African Internet Measurement Observatory (AIMO) project;

RESOLVED that AFRINIC may provide staff support, server hosting and other in-kind support;

RESOLVED that the CEO is authorized to sign a letter of support.

 

Resolution 201611.311

WHEREAS Oracle has offered to support the FIRE Programme and AFRINIC Meetings;

RESOLVED that the CEO is authorized to sign associated contracts.

 

Resolution 201611.312

The Board approved the minutes of the Board meeting held on 12 October 2016 with amendments.

 

Resolution 201611.313

The Board approved the minutes of the Board meeting held on 9 November 2016 with amendments.

 

Resolution 201611.314

Resolved that the Company may pay staff bonuses totaling not more than 15% of the audited surplus from the previous year.

 

Resolution 201611.315

WHEREAS there is no urgency to recruit a Chief Operations Officer;

RESOLVED to dissolve the COO Recruitment Committee and to ask the Remuneration Committee to henceforth consider the high-level company structure.

 

Resolution 201611.316

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

WHEREAS the funds were invested in a Fixed Deposit account that will mature on 31 December 2016;

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

RESOLVED that the net gain from the maturing fixed deposit account be added to the Strategic Cash Reserve;

RESOLVED that an additional amount of USD 300,000 (or equivalent in other currency) be transferred to the Strategic Cash Reserve from AFRINIC’s current cash assets;

RESOLVED that the Strategic Cash Reserve be re-invested in a suitable interest-bearing account.

 

Resolution 201611.317

WHEREAS a Memorandum of Understanding (MoU) has been drafted between AFRINIC and National Telecom Institute of Egypt (NTI) to develop and certify skills in Internet Number Resources Management and IPv6;

RESOLVED that the Chief Executive Officer is authorized to sign the MoU.

 

Resolution 201611.318

The Board resolves to approve the Minutes of 23rd to 25th November 2014 with amendments.

 

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.

 

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.

 

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 Bylaw;

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.

Last Modified on -
Date Resolution Minutes
March
2015
April
2015
May
2015
June 
2015
July 2015  
August 2015  
November 2015  

 

March 2015

Resolution 201503.224

The Board resolved to accept the report of the Interview Panel and accept the three recommended candidates namely [REDACTED] to proceed for the face to face interview in Mauritius on the 10th March 2015.

 

April 2015

Resolution 201504.225

The Board resolved:

That the present bank signatories be revoked and the following persons be appointed as bank signatures of the company: [REDACTED]

That [REDACTED] be authorized to sign only in the absence of [REDACTED]; and That the mode of signature of the company, be as per the delegation of authority for bank signatories.

 

Resolution 201504.226

Whereas the Board has appointed Mr. Alan Barrett as the Chief Executive Officer of AFRINIC to replace Mr. Adiel Akplogan, the Board resolved to remove Mr. Adiel Akplogan as Board Director and to appoint Mr. Alan Barrett as Board Director with the registrar of companies with effect from 23rd April, 2015.

 

Resolution 201504.227

The Board resolved to ratify the appointment of Mr. Mark Elkins to the NRO-NC/ASO-AC with effect from 20th of April 2015 to 31st of December 2015.

 

Resolution 201504.228

The Board resolved to ratify the appointment of Mr. Janvier Ngnoulaye to the CRISP team with effect from 18th of April 2015.

 

May 2015

Resolution 201505.229

The Board resolved

  1.  The AFRINIC Board advocates that the CRISP draft Service Level Agreement (SLA) be completed promptly, with fidelity to the CRISP Principles, and made public immediately.
  2. The AFRINIC Board believes that any comments or objections to the draft Service Level Agreement or its underlying Principles be provided publicly on the CRISP mailing list (ianaxfer@nro.net), whether those comments originate with the RIR organizations, ICANN, or others in the community.
  3. The AFRINIC Board believes that the feedback received should be collected by the CRISP team, and that the CRISP team should facilitate discussion of any proposed changes using an open and transparent process.
  4. The AFRINIC Board reaffirms the necessity of CRISP SLA outline Principle 6 -Termination of the contract in the event that the IANA Numbering Services Operator fails to perform or cure in accord with the terms of the SLA.

 

Resolution 201505.230

The Board resolved that:

Whereas the NomCom2015 provided the list of nominations as requested, the Board notes that some of the details required by the Bylaws section 12.14(i) were missing. Nevertheless, the Board approves the slate of candidates provided by NomCom 2015.

 

Resolution 201505.231

The Board approved the minutes of last Board meeting held on 13 May 2015 with amendments.

 

Resolution 201505.232

In the light of process and methodology flaws as outlined by the Audit Committee, the Board to recommend to the AGMM that KPMG be given an additional 60 days to revise and complete the report.

 

June 2015

Resolution 201506.233

In the interest of accountability and transparency resolves to henceforth publish the minutes of the Board meeting within 7 days of its approval from the Board.

 

Resolution 201506.234

Resolves to publish the minutes of the meetings of the Board from June 2014 in such format approved by the Board.

 

Resolution 201506.235

WHEREAS the IETF creates the standards that allow the Internet to function, including defining the structure of IP addresses and other identifiers; WHEREAS the Internet Society established an Open Internet Endowment in 2013 to support open standards initiatives, including the IETF and complimentary activities that promote the health of the Internet; WHEREAS in April 2015 the Internet Society renamed the Open Internet Endowment to the IETF Endowment, and changed the terms to make it for the exclusive benefit of the IETF; WHEREAS AFRINIC benefits from the work of the IETF and has an interest in the sustainability of the IETF;

RESOLVED that AFRINIC will contribute a once-off amount of ten thousand US Dollars (USD 10,000.00) to the IETF Endowment.

 

Resolution 201506.236

The Board approved the minutes of the last Board meeting held on the 05 June 2015 at 10 15 am Local Time in Tunisia with amendments.

 

Resolution 201506.237

WHEREAS there was as an allegation that Andrew Alston paid Members to vote for him onto the Board The Board RESOLVED that there is no evidence of substance to institute disciplinary action against Andrew Alston.

 

July 2015

Resolution 201507.238

Whereas Messrs Lucky Masilela and Abibu Ntahigiye were elected to the Board of AFRINIC during the AGMM in Tunis on the 5 June 2015; Whereas Badru Ntege and Paulos Nyirenda resigned on the 5 June 2015; Whereas Messrs John Walubengo and Marks Elkins completed their terms on the 30 June 2015;

The Board resolves;

To appoint Messrs Lucky Masilela and Abibu Ntahigiye to the Board with effect from 01 July 2015;

To remove Messrs John Walubengo, Marks Elkins, Badru Ntege and Paulos Nyirenda from the list of Directors at the Registrar of Companies of Mauritius.

 

Resolution 201507.239

The Board resolves

Whereas the Board has voted to elect a new Chairman and Vice-Chairman, the Board resolves to appoint Mr Sunday Folayan and Mr Haitham El Nakhal as Chairman and Vice Chairman respectively, for a period of 1 year.

 

Resolution 201507.240

Whereas the auditors have been requested

  1.  to conduct an in depth analysis of the financial position of the company for the 2014 financial year, and
  2. to re-state the figures thereof, where the indepth analysis so warrants,

Whereas there exists the possibility that any in-depth analysis may expose potential maladministration, resulting either because of negligence or due to malicious intent;

The Board hereby resolves:

  1. that a summary of the outcome of the analysis shall be made available to the community as soon as is practicable;
  2.  that any wrong doing uncovered, if any, shall be reported to the financial authorities in Mauritius where AfriNIC is domiciled.

 

Resolution 201507.241

Whereas the Audit Committee requires at least 3 members;

Whereas the departure of Dr Paulos Nyirenda on 05 June 2015 and Mr John Walubengo on 30 June 2014 left the Committee with only 2 members

The Board resolves;

To appoint Messrs Lucky Masilela and Abibu Ntahigiye to the Audit Committee with effect from 07 July 2015.

 

Resolution 201507.242

WHEREAS there is a need to prepare minutes or transcripts of meetings of the Board, committees, or other groups;

WHEREAS such meetings may include confidential information;

WHEREAS it may be convenient from time to time to enlist the assistance of outside contractors in preparing minutes or transcripts;

THEREFORE the Board RESOLVES that outside contractors may be used to handle confidential information, provided such contractors are bound by a non disclosure agreement (NDA) approved by AFRINIC's legal advisor.

 

Resolution 201507.243

Whereas the policy AFPUB-2014-GEN-004-DRAFT-03 (Resource Reservation for Exchange Points) has gone through the policy development process and has reached consensus; the Board resolves to ratify the policy as from the 22nd of July 2015.

 

Resolution 201507.244

Whereas the Board is required to appoint an observer to the NRO-EC; the Board resolves to appoint Sunday Folayan as the Board Observer to the NRO-EC.

 

Resolution 201507.245

Whereas the Board is required to appoint a member to the NRO-EC; The Board resolves to re-appoint Mr Mark Elkins to the NRO-NC for a term of 1 year beginning 1 January 2016.

 

Resolution 201507.246

Whereas the Board feels the current draft letter of representation as proposed by KPMG on the 22nd of July 2015 is not appropriate and contains elements that the board feels should not be contained in the letter of representation, the board resolves to mandate the audit committee to discuss the letter of representation with KPMG and renegotiate the contents thereof.

 

Resolution 201507.247

The Board resolved to approve the Minutes dated 29 June 2015.

 

August 2015

Resolution 201508.248

The Board resolved to approve the Minutes dated 22 July 2015 with amendments.

 

Resolution 201508.249

Whereas the Board proposed at its meeting of 22 July 2015, to reconstitute its sub-committees, resolved to reconstitute the committees as: Finance committee: Haitham El-Nakhal, Kris Seeburn, Alan Barrett (CEO) 

Remunerations Committee: Aminata Amadou Garba, Sunday Folayan, Alan Barrett (CEO)

Audit Committee: Lucky Masilela, Abibu Ntahigiye, Andrew Alston, Christian Bope

 

Resolution 201508.250

WHEREAS the Bylaws are intended to be and are to all intents and purposes the Constitution of the Company in terms of PART VI (sections 39 to 45) of the Companies Act 2001 of Mauritius; 

WHEREAS the Company has, as presently advised, not registered a Constitution with the Registrar of Companies of Mauritius;

The Board RESOLVES:

(a) to adopt the current Bylaws as the Constitution of the Company;

(b) to authorise the CEO and the Legal Adviser to undertake the necessary actions to register the Constitution with the Registrar of Companies of Mauritius, pursuant to Sections 44(1) and 44(5) of the Companies Act

 

Resolution 201508.251

WHEREAS AFRINIC Ltd. is a Company limited by guarantee in terms of the Companies Act 2001 of Mauritius;

WHEREAS articles 6.3 and 13.11(ii) of the Bylaws or Constitution provide that all elected Directors and the CEO shall be Registered Members, after having signed such forms as may be prescribed by the laws of Mauritius whereby they guarantee the payment of sum of MUR 500 in the event of the Company being wound up;

WHEREAS article 8.1 of the Bylaws or Constitution states that persons who cease to be Directors shall cease to be Registered Members;

WHEREAS the register of Registered Members held at the Registrar of Companies is out of date;

The Board RESOLVES:

(a) that all Directors shall sign a form of consent to become a Registered Member;

(b) to authorise the CEO and the Legal Adviser to do whatever is necessary to update the register of Registered Members held at the Registrar of Companies, such that all Directors shall be registered as Registered Members and all persons who have ceased to be Directors shall cease to be Registered Members.

 

November 2015

Resolution 201511.252

WHEREAS there is a need for the Members to approve the 2014 Financial Statements and to appoint an auditor for the 2015 financial year;

WHEREAS those actions did not take place at the AGMM in May 2015;

WHEREAS the Membership was previously informed that a Special General Members' Meeting would be held in November/December 2015;

THERFORE RESOLVED THAT a Special General Members’ Meeting be called on 3 December 2015 in Pointe Noire, Congo to address the outstanding matters.

 

Resolution 201511.253

It is RESOLVED: THAT the Financial Statements of the Company for the year ended 31 December 2014 be and are hereby approved;

THAT Alan BARRETT and Sunday FOLAYAN be and are hereby authorised to sign the Financial Statements on behalf of the Board;

THAT the audit fees as provided in the account be approved;

 

  Resolution 201511.254

WHEREAS the community has asked the Board to create a Governance Committee;

WHEREAS draft Terms of Reference for a Governance Committee were published for comment in August 2015;

WHEREAS a second draft has been presented taking comments into account;

THEREFORE RESOLVED THAT the Terms of Reference for the Governance Committee be approved;

THAT the election and appointment of the initial members of the Governance Committee be finalised at the AGMM in May/June 2016.

 

Resolution 201511.255

WHEREAS the US government’s NTIA has indicated its intention to cease oversight of ICANN’s performance of the IANA functions;

WHEREAS the Regional Internet Registries (RIRs) intend to continue using ICANN as the IANA Numbering Services Operator;

WHEREAS the Number Registries Organisation (NRO) has published a charter for an IANA Numbering Services Review Committee at <https://www.nro.net/wpcontent/uploads/Review-Committee-Charter_FINALclean.pdf>;

WHEREAS AFRINIC will be required to provide two community appointees and one staff member to serve on the committee;

WHEREAS the AFRINIC community already provides two community appointees to the NRO Number Council (NRO NC);

WHEREAS the skills required to serve on the existing NRO NC are similar to the skills required to serve on the new IANA Numbering Services Review Committee;

THEREFORE RESOLVED THAT the AFRINIC Board will recommend to the community that the same two community representative elected to the NRO NC should automatically also serve on the IANA Numbering Services Review Committee;

THAT the CEO should appoint a staff member to serve on the IANA Numbering Services Review Committee.

 

Resolution 201511.256

The Board resolved to approve the Minutes dated 26 August 2015.

 

Resolution 201511.257

The Board resolved:

That Alan Barrett be and is hereby authorised to sign the Letter of Representation associated with the Financial Statements for the year ended 31 December 2014. 

 

Resolution 201511.258

The Board resolved:

That in accordance with section 117 of the Companies Act 2001, a written resolution be signed in lieu of holding an Annual Meeting of Members.

  

Resolution 201511.259

 Whereas there is the need to appoint a Chief Operations Officer;

The Board resolves to constitute a Recruitment Committee to recruit a Chief Operations Officer.

 

Resolution 201511.260

Whereas AFRINIC does not have an approved Budget for 2016;

It is RESOLVED:

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 $150,000 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 2016 budget will supersede this resolution;

 

Resolution 201511.261

WHEREAS it is sound financial practice to hold reserves in case of future financial difficulty; 

WHEREAS AFRINIC does not currently have a Strategic Cash Reserve;

RESOLVED: 

That a Strategic Cash Reserve fund be created; 

That an initial amount of USD 250,000 (or equivalent in other currency) be transferred to the Strategic Cash Reserve from AFRINIC’s current cash assets;

That a suitable interest-bearing bank account be created for the Strategic Cash Reserve;

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; 

That any expenditure or transfers out of the Strategic Cash Reserve shall be authorised by a resolution of the Board.

 

Resolution 201511.262

The Board resolved to reconsider the resolution regarding the medical bills of [REDACTED] and to write off any amount that has not yet been paid, on compassionate grounds.

 

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