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.
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.
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.
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.
The Board resolved to ratify the appointment of Mr. Janvier Ngnoulaye to the CRISP team with effect from 18th of April 2015.
The Board resolved
- 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.
- 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.
- 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.
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.
The Board approved the minutes of last Board meeting held on 13 May 2015 with amendments.
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.
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.
Resolves to publish the minutes of the meetings of the Board from June 2014 in such format approved by the Board.
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.
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.
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.
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.
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.
Whereas the auditors have been requested
- to conduct an in depth analysis of the financial position of the company for the 2014 financial year, and
- 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:
- that a summary of the outcome of the analysis shall be made available to the community as soon as is practicable;
- that any wrong doing uncovered, if any, shall be reported to the financial authorities in Mauritius where AfriNIC is domiciled.
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.
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.
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.
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.
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.
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.
The Board resolved to approve the Minutes dated 29 June 2015.
The Board resolved to approve the Minutes dated 22 July 2015 with amendments.
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
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
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.
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.
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;
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.
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.
The Board resolved to approve the Minutes dated 26 August 2015.
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.
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.
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.
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;
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;
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.
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.