The Board resolved to approve the budget for the 2016 financial year, as presented by the Management.
The Board resolved:
That the present bank signatories be revoked. That the following persons be appointed bank signatories of the Company:
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:
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.
That the Company Secretary be instructed to inform the Company’s bankers of the above relevant policies and resolutions.
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;
The Board approved the minutes of the following meetings:
- 17 Dec 2014
- 02 Mar 2015
- 15 Apr 2015
- 23 Apr 2015
- 08 May 2015
- 11 May 2015
- 13 May 2015
The Board resolved that the community volunteers Mark Elkins, Janvier Ngnoulaye and Douglas Onyango, be appointed to the NomCom for the year 2016.
The Board resolved that Krishna Seeburn be appointed as the Board representative on the NomCom for the year 2016.
The Board approves the NomCom 2016 guidelines as drafted by the subcommittee.
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.
The Board approved the minutes of the last Board meeting held on 24 February 2016 as presented by the Secretariat.
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.
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.
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”.
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.
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.
The Board approved the minutes of the Board meeting held on 13 April 2016 as presented by the Secretariat.
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.
The Board resolved to approve the Notice of the Annual General Members’ Meeting 2016 subject to amendments as discussed.
All nominations for the 2016 Board election are approved in terms of the Bylaws section 12.14(i).
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.
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.
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.
RESOLVED to approve the AFRINIC Community Code of Conduct subject to amendments as discussed.
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.
The Board approved the minutes of the Board meeting held on 11 May 2016 as presented by the Secretariat.
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.
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.
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.
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.
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.
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.
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.
WHEREAS the Board has prepared a Strategy Document for the years 2016 to 2020;
RESOLVED to publish the Strategy Document.
The Board approved the minutes of the Board meeting held on 6 June 2016 with amendments.
The Board approved the minutes of the Board meeting held on 6 July 2016 with amendments.
The Board approved the minutes of the Board meeting held on 8 July 2016 with amendments.
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.
CONSIDERING the importance of having legal advice during Board meetings;
RESOLVED that the Legal Adviser should be invited to all Board meetings.
The Board approved the corrected minutes of the Board meeting held on 11 May 2016 as presented by the Secretariat.
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
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.
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.
RESOLVED to approve the minutes of the Board meeting held on 10 August 2016 with amendments
WHEREAS the work of the Company Secretary Review Committee has been completed; RESOLVED to disband the committee.
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.
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.
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.
The Board resolves to circulate the Notice of the Special General Members’ Meeting 2016 to Members.
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.
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.
WHEREAS Oracle has offered to support the FIRE Programme and AFRINIC Meetings;
RESOLVED that the CEO is authorized to sign associated contracts.
The Board approved the minutes of the Board meeting held on 12 October 2016 with amendments.
The Board approved the minutes of the Board meeting held on 9 November 2016 with amendments.
Resolved that the Company may pay staff bonuses totaling not more than 15% of the audited surplus from the previous year.
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.
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.
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.
The Board resolves to approve the Minutes of 23rd to 25th November 2014 with amendments.
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.
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.
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.