Board Meetings and Resolutions 2017

Date Resolutions Minutes
January 2017

 

February 2017
April 2017  
May 2017
June 2017
September 2017  
November  
December  

 

Resolution 201701.324

WHEREAS the Board wishes to review AFRINIC fees;

WHEREAS the Board wishes to involve a few members of the community early in the fees review process, without detracting from the need for community consultation and comments later in the process;

WHEREAS a Fees Review Committee has been proposed to report to the Board’s Finance Committee;

WHEREAS Terms of Reference for a Fees Review Committee have been drafted;

RESOLVED to approve the Terms of Reference for the Fees Review Committee;

RESOLVED to constitute the Fees Review Committee with the following members:

  • Duncan Greaves (TENET, Academia),
  • Adesiyan Omololu (MainOne, Medium LIR),
  • Mohamed Hamdy (TEDATA, Extra Large LIR),
  • Viv Padayatchy (Council of Elders),
  • Kris Seeburn (Board),
  • Alan Barrett (CEO),
  • Patrisse Deesse (Finance Director).

 

Resolution 201702.325

The Board approved the minutes of the Board meeting held on 27 – 30 November 2016 with amendments.

 

Resolution 201702.326

The Board approved the minutes of the Board meeting held on 21 December 2016 with amendments.

 

Resolution 201702.327

WHEREAS a budget for the year 2017 has been presented;

RESOLVED to approve the budget as presented;

RESOLVED that expenditure of the "Contingency" portion of the budget shall require the approval of the Board;

RESOLVED that the interim budget that was approved in resolution 201612.319 is superseded by this Budget.

 

Resolution 201702.328

WHEREAS guidelines for the 2017 Nomination Committee have been drafted;

RESOLVED to approve the guidelines.

 

Resolution 201702.329

WHEREAS there is a need to appoint four members to the 2017 NomCom in terms of article 9 of the Bylaws;

WHEREAS persons domiciled in the Indian Ocean and Central 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 John Walubengu (Eastern Africa), Mustapha

Ben Jamaa (Northern Africa), and Wale Adedokun (Western Africa) to the 2017 NomCom as community representatives;

RESOLVED to appoint Lucky Masilela (Southern Africa) to 2017

NomCom as the Board representative.

 

Resolution 201704.330

WHEREAS the Internet plays a critical role in Africa’s social and economic development;

WHEREAS Internet shutdowns have many negative effects;

WHEREAS keeping the Internet open and accessible to everybody at all times is important;

WHEREAS AFRINIC staff have drafted a statement on keeping the Internet open to all;

RESOLVED that AFRINIC is committed to ensuring that the Internet remains open, trusted and secure so that everyone, everywhere can freely access the information and services that they need;

RESOLVED that the draft statement is approved for release.

 

Resolution 201704.331

The Board resolved to approve the minutes of the Board meeting held on 15 February 2017.

 

Resolution 201704.332

WHEREAS the financial statements for the year ended 31 December 2016 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 2016;

RESOLVED that Alan BARRETT as Chief Executive Officer and Sunday FOLAYAN as Chairman be and are hereby authorised to sign the Financial Statements on behalf of 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 2016.

 

Resolution 201704.333

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 USD 500,000 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.

 

Resolution 201704.334

WHEREAS AFRINIC has a programme known as Certi::6, to develop and certify skills in Internet Number Resources Management and IPv6;

WHEREAS a template Memorandum of Understanding (MoU) has been drafted between AFRINIC and potential training partners for the Certi::6 programme;

RESOLVED that the template MoU is approved for use with any suitable training partner in the future;

RESOLVED that the Chief Executive Officer is authorized to sign such MoUs in the future.

 

Resolution 201704.335

WHEREAS the proposed policy AFPUB-2016-V4-003-DRAFT03 (IPv4 Resource Transfer within the AFRINIC region) has gone through the policy development process and has reached consensus;

WHEREAS the Policy Development Working Group’s Chairs have referred the proposed policy to the Board for ratification;

WHEREAS the existing Registration Service Agreement (RSA) between AFRINIC and Members will no longer be compatible with the proposed policy;

RESOLVED that the policy is ratified by the Board;

RESOLVED that staff are directed to draft a revised RSA for Board Approval;

RESOLVED that the policy will not be implemented until a revised RSA is approved by the Board.

 

Resolution 201705.336

WHEREAS KS has alleged that CB has violated the Board NDA and brought the Board into disrepute;

RESOLVED to create a Board Investigation Committee with the following mandate: To consider the allegations made by KS against CB;

To determine the merits of the allegations;

To interview anybody that may help the committee to reach a conclusion in the matter; To report to the Board after 14 days;

RESOLVED that the committee members shall be AB, LM, AN. RESOLVED that the Legal Adviser shall be a resource for the committee

 

Resolution 201704.337

WHEREAS in resolution 201704.332 the Board approved the Financial Statements for the year ended 31 December 2016;

WHEREAS in the same resolution, the Board authorised the CEO to sign the Letter of Representation associated with the Financial Statements;

WHEREAS the auditors have requested two signatures on the Letter of Representation;

RESOLVED that Alan Barrett as Chief Executive Officer and Sunday Adekunle Folayan as Chairman of the Board be and are hereby authorized to sign the Letter of Representation associated with the Financial Statements for the year ended 31 December 2016.

 

Resolution 201704.338

WHEREAS the election procedure includes a timeline in which both the e-voting system and the public comment period open 20 days before the AGMM;

WHEREAS NomCom has requested that the e-voting system be opened 7 days later;

RESOLVED to amend the timeline so that the comment period opens 20 days before the AGMM, and the e-voting system opens 13 days before the AGMM.

 

Resolution 201704.339

WHEREAS on 10 May 2017, NomCom provided the Board with a list of nominations, including ten nominations for three open Board seats, one nomination for one open Governance Committee seat, three nominations for one open NRO-NC/ASO-AC seat, and one nomination for one PDWG co-chair 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 NRO- NC/ASO-AC or PDWG Chair 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 guideline.

 

Resolution 201704.340

Resolved to publish the draft minutes of the AGMM held on the 9 June 2016 and the draft minutes of the SGMM held on the 30 November 2016, and to include them in the Agenda for the upcoming June 2017 AGMM.

 

Resolution 201704.341

Resolved to approve the Notice of the Annual General Members' Meeting on 1 June 2017 as presented by the Secretariat.

 

Resolution 201704.342

WHEREAS the AIS’17 event is taking place at the Boma Hotel, Nairobi, Kenya in May/June 2017;

RESOLVED to approve a payment to the hotel of $85,840 for conference packages;

RESOLVED that the CEO is authorised to sign the associated contract.

 

Resolution 201704.343

WHEREAS an MoU had been drafted between AFRINIC and Research ICT Africa (RIA) for collaboration on Internet-related research topics;

RESOLVED that the CEO is authorised to sign the MoU.

 

Resolution 201704.344

WHEREAS in Resolution 201704.334 the Board approved a template MoU for certi::6 training partners;

WHEREAS potential training partners may request minor changes to the MoU;

RESOLVED that the CEO is authorised to approve minor changes when the template MoU is customised for each potential training partner.

 

Resolution 201704.345

WHEREAS the duties of NRO Treasurer rotate annually among the RIRs; WHEREAS Afrinic’s CEO is NRO Treasurer for the 2017 year;

WHEREAS Afrinic is expected to handle certain payments on behalf of the NRO;

RESOLVED that NRO expenses for the 2017 financial year may be handled by Afrinic without needing Board approval in each case; provided such expenses are duly approved by the NRO.

 

Resolution 201705.346

The Board resolves to dissolve the Board Investigation Committee.

 

Resolution 201706.347

WHEREAS a joint statement on the issue of Internet shutdowns has been drafted on 1 June 2017;

WHEREAS the statement is intended to be issued by several African Internet-related organisations (AF* organisations);

RESOLVED that AFRINIC supports the statement

 

Resolution 201706.348

WHEREAS the Board has reserved to itself the right to approve contracts of strategic importance;

RESOLVED that the CEO should determine whether any expired MoUs should be renewed;

RESOLVED that future MoUs of strategic importance must be approved by the Board based on the recommendation of the CEO;

RESOLVED that Board may approve a template MoU and allow individual MoUs based on the template to be signed without Board approval every time.

 

Resolution 201706.349

WHEREAS an MoU has been drafted to promote cooperation in areas of mutual interest between AFRINIC and the Internet Society (ISOC); RESOLVED that the CEO is authorised to sign the MoU.

 

Resolution 201706.350

WHEREAS the AGMM was held in Nairobi, Kenya on the 1 June 2017;

WHEREAS Andrew Alston’s term on the Board ended on the day of the AGMM;

WHEREAS Serge Ilunga was elected to replace Andrew Alston on the 1 June 2017 for a 3-year term;

WHEREAS Krishna Seeburn’s term on the Board ended on the day of the AGMM;

WHEREAS Subramanian Moonesamy was elected to replace Krishna Seeburn on the 1 June 2017 for a 3-year term;

WHEREAS Christian Domilongo Bope was reelected to the Board of AFRINIC during the AGMM for a 3-year term;

RESOLVED to remove Krishna Seeburn and Andrew Alston from the List of Directors and Members at the Registrar of Companies of Mauritius with immediate effect;

RESOLVED to add Serge Ilunga and Subramanian Moonesamy to the list of Directors and Members at the Registrar of Companies of Mauritius with immediate effect.

 

Resolution 201706.351

WHEREAS Andrew Alston and Krishna Seeburn term on the Board ended on the 1 June 2017;

RESOLVED to thank Andrew Alston and Krishna Seeburn, and to convey to them the Board’s appreciation for their services to AFRINIC and its community

 

Resolution 201706.352

WHEREAS the Board has to elect a Chairman and a 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 to take their seats.

 

Resolution 201706.353

The Board approved the minutes of the board meeting held on 19 April 2017 with amendments.

 

Resolution 201706.354

The Board approved the minutes of the board meeting held on 4 May 2017 with amendments.

 

Resolution 201706.355

WHEREAS the Board’s Remuneration Committee has recommended a review of salaries, benefits, and company structure, and has provided an appropriate Terms of Reference;

RESOLVED to engage a consultant to carry out the reviews according to the Terms of Reference

 

Resolution 201705.356

WHEREAS the Associate Membership Committee has completed its work.

RESOLVED to dissolve the Associate Membership Committee.

 

Resolution 201705.357

WHEREAS the MoU Review Committee has completed its work.

RESOLVED to dissolve the MoU Review Committee

 

Resolution 201706.358

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

RESOLVED that the Committees are reconstituted as follows;

Remuneration Committee: LM, SF, SI, AB

Finance Committee: HE, SM, AB

Audit Committee: CB, AN, SO

 

Resolution 201706.359

WHEREAS an MoU has been drafted between AFRINIC and AFRALO for collaboration and mutual support;

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

 

Resolution 201706.360

It is 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.

 

Resolution 201706.361

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.

[REDACTED]

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

 

Resolution 201706.362

WHEREAS the Bylaws Section7.6(1) gives Members the rights to adopt the Financial Statements;

WHEREAS no formal vote to adopt the Financial Statements was taken at the 2017 AGMM;

WHEREAS the Chairman called for any objections on the 2016 Financial Statements;

WHEREAS no objections were raised by Members to the 2016 Financial Statements;

WHEREAS Section 117 (1) of the Companies Act allows that Registered Members to pass a resolution in writing in lieu of the resolution that should have been passed at the AGMM subject to 75% of the Registered Members approving same;

RESOLVED to adopt the 2016 Financial Statements.

 

Resolution 201709.363

The Board resolved to approve the minutes of the Board meeting held on 28 May 2017 with amendments.

 

Resolution 201709.364

The Board resolved to approve the minutes of the Board meeting held on 21 June 2017 with amendments.

 

Resolution 201709.365

The Board resolved to approve the minutes of the Board meeting held on 23 June 2017 with amendments.

 

Resolution 201708.366

"WHEREAS section 3.5 of the Consolidated Policy Manual (https://afrinic.net/policy/manual#Conflict-Resolutions) requires an Appeal Committee to be appointed by the Board;

WHEREAS terms of reference for an AFRINIC Policy Development Appeal Committee have been drafted;

RESOLVED to publish the draft terms of reference dated 18 July 2017 for a period of 30 days for comments from the community;

WHEREAS the possibility exists that an appeal may be made before the end of the comment period;

RESOLVED to establish an interim Appeal Committee as described in the draft without delay.”

 

Resolution 201708.367

WHEREAS the AFRINIC-27 meeting is planned to be held in Lagos, Nigeria, in November/December 2017;

WHEREAS an MoU between AFRINIC and the local hosts has been drafted;

RESOLVED that the CEO is authorised to sign the MoU.

 

Resolution 201708.368

WHEREAS the AFRINIC-27 meeting is planned to be held at the Renaissance Lagos Ikeja Hotel in November/December 2017;

RESOLVED that the CEO is authorised to sign appropriate contracts with the hotel;

RESOLVED that legitimate payments to the hotel are approved, provided such payments remain within the budget, and provided the Board is informed of such payments in advance.

 

Resolution 201708.369

WHEREAS the proposed policy AFPUB-2016-V4-003-DRAFT03 (IPv4 Resource Transfer within the AFRINIC region) was ratified by the Board in terms of resolution 201704.335;

  1. WHEREAS AFRINIC staff have requested for an extension until 31 October 2017, to implement the said policy;
  2. provided reasonable grounds for their said request;

RESOLVED to approve the request for the extension.

 

Resolution 201709.370

The Board resolved to approve the new Charter / Terms of Reference of the Finance Committee.

 

Resolution 201709.371

Whereas Mr Krishna Seeburn was Chair of the Fee Review Committee;

Whereas Mr Krishna Seeburn is no longer a member of the Board of AFRINIC;

Resolved to:

1. Appoint Mr Subramanian Moonesamy as Board Liaison to the Fee Review Committee

2. Request the Fee Review Committee to appoint a new Chairman amongst itself.

 

Resolution 201709.372

RESOLVED to appoint Seun Ojedeji as non-voting Board liaison to the Governance Committee, for a one year term from January 2018 to December 2018;

 

Resolution 201709.373

It is RESOLVED:

1. THAT a New EURO Foreign Currency Denominated Account be opened in the name of the Company at SBM (Mauritius) Ltd, PORT LOUIS, Mauritius.

THAT the following persons be appointed bank signatories of the new Euro Account.

[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

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 [REDACTED] or equivalent in any other currency, which must be approved by the Board. Board approval shall also be required for all inter accounts transfers between AFRINIC bank accounts for amounts exceeding [REDACTED]

 

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:

[REDACTED]

 

Resolution 201709.374

WHEREAS AFRINIC’s fees are specified in US Dollars;

WHEREAS some members desire to pay in Euros;

RESOLVED that AFRINIC may add a note to invoices informing members of the ability to pay in EUR, based on an exchange rate quoted by AFRINIC’s bankers no more than 7 days before the date that the invoice is issued.

  

Resolution 201711.375

WHEREAS the office space that AFRINIC leases in Ebene, Mauritius changed ownership on 5 October 2017;

WHEREAS AFRINIC and the new owners wish to continue the lease under the same terms and conditions as before;

WHEREAS a Deed of Novation of Lease has been drafted between AFRINIC Ltd (Lessee), [REDACTED]

[REDACTED]

RESOLVED that the CEO is authorised to sign the Deed of Novation of Lease.

 

Resolution 201711.376

" Whereas the AFRINIC ASO AC / NRO NC Election Process & Guidelines doesn't include a procedure to remove an ASO AC / NRO NC member.

Resolved to draft such procedure to be added to the AFRINIC ASO AC / NRO NC Election Process & Guidelines

Resolved to publish the drafted procedure for community comments for thirty (30) calendar days."

 

Resolution 201711.377

WHEREAS the International Development Research Centre (IDRC), a Crown Corporation of Canada has approved a grant to AFRINIC in the amount of CAD 100,000 for the project "Grants and Awards: Gender Equality and Scaling Digital Innovation" (Grant number 108582-003);

WHEREAS the grant will be administered as part of AFRINIC's FIRE Programme over a two-year period beginning in November 2017;

WHEREAS IDRC requires AFRINIC to sign a Grant Agreement;

RESOLVED that the CEO is authorised to sign the Grant Agreement.

 

Resolution 201711.378

WHEREAS in terms of Board resolution 201708.366, draft terms of reference for an AFRINIC Policy Development Appeal Committee were published for comment;

WHEREAS the Board has taken the comments into consideration and revised the terms of reference;

RESOLVE to approve the updated Terms of Reference dated 2 November 2017 for the Policy Development Appeal Committee;

RESOLVED that the first appointment of the Standing Committee will be during the AGMM in 2018.

 

Resolution 201711.379

The Board resolved to approve the minutes of the Board meeting held on 27 September 2017 with amendments.

 

Resolution 201711.380

The Board resolved to approve the minutes of the Board meeting held on 13 September 2017 with amendments.

 

Resolution 201711.381

The Board resolved to appoint Fiona Asonga to the NRO NC for a one year term from January 2018 to December 2018.

 

Resolution 201711.382

The Board resolved to appoint Zeimm Auladin-Suhootoorah to the Governance Committee for a one-year term from January 2018 to December 2018.

 

Resolution 201711.383

WHEREAS in Resolution 201704.335 the Board approved the policy AFPUB-2016-V4-003-DRAFT03 (IPv4 Resource Transfer within the AFRINIC region);

WHEREAS in the same resolution, the Board directed staff to draft a revised RSA for Board approval;

WHEREAS on 2 October 2017, a revised RSA was published for public comments;

WHEREAS the draft RSA has been updated taking community comments into account;

RESOLVED to approve the revised RSA.

 

Resolution 201712.384 

Whereas the Board intended to appoint a permanent PDWG appeal committee by June 2018 in accordance with the published appeal TOR,

Whereas there is the possibility of an appeal of the ruling of the PGWG co-Chairs in the nearest future,

Resolved to appoint an interim PDWG Appeal Committee, made up of:

  1. Adam Nelson
  2. Paulos Nyirenda
  3. Wafa Dhamani
  4. [REDACTED]
  5. Lala Andrianamamplanina

to hear any appeal that may be filed until the permanent appeal committee is appointed.

 

Resolution 201712.385 

WHEREAS the Board appointed an Interim Appeal Committee as per resolution on Friday 8 December 2017.

WHEREAS a member of the committee is not able to accept the appointment.

Resolved to appoint an interim PDWG Appeal Committee, made up of:

  1. Adam Nelson
  2. Paulos Nyirenda
  3. Wafa Dhamani
  4. Ayitey Bulley
  5. Lala Andrianamamplanina

 

Resolution 201712.386 

WHEREAS the Internet Society (ISOC) has approved a grant to AFRINIC in the amount of USD 33,333;

WHEREAS the grant will be administered as part of AFRINIC's FIRE Programme over a one-year period beginning in December 2017;

WHEREAS ISOC requires AFRINIC to sign a Grant Agreement;

RESOLVED that the CEO is authorised to sign the Grant Agreement.

 

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