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Board Meetings and Resolutions 2022

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Date Resolution Minutes
January
 February

March
April
May  
June  

 

Resolution 202201.666

WHEREAS the company has received a notice of motion from Cloud Innovation Ltd against the African Network Information Centre (AFRINIC) Ltd and others on 13th January 2022;

RESOLVED that all legal costs to be incurred by a director related to the case be borne by the company.

 

Resolution 202201.667

The Board approved the minutes of the Board Meeting held on 27 November 2021 with amendments.

 

Resolution 202201.668

The Board approved the minutes of the Board Meeting held on 11 December 2021 with amendments.

 

Resolution 202201.669

WHEREAS one member of the Audit Committee has passed away;

RESOLVED to reconstitute the Audit Committee with Benjamin Eshun, Prof Habib Youssef, Oluwaseun Ojedeji and Silvio Almada.

 

Resolution 202201.670

RESOLVED that the African Internet Summit 2022 be held between 30 May 2022 to 3 June 2022.

 

Resolution 202201.671

RESOLVED to re-appoint Mr Daniel Nanghaka to the Governance Committee for a one-year term from 1 January 2022 to 31 December 2022.

 

Resolution 202201.672

RESOLVED to re-appoint Wafa Dahmani to the NRO NC / ASO AC for a one-year term from 1 January 2022 to 31 December 2022.

 

 Resolution 202201.673

WHEREAS the PDWG Co-Chairs recommended a proposal entitled " RPKI ROAs for Unallocated and Unassigned AFRINIC Address Space'' AFPUB-2019-GEN-006-DRAFT03 for ratification;

RESOLVED to ratify the policy proposal.

 

Resolution 202201.674

WHEREAS the services of C& A Law Chambers were retained for the purpose of consolidating AFRINIC's legal team in ensuring the defence of AFRINIC;

WHEREAS C&A Law Chambers has now submitted their invoices [REDACTED] amounting to [REDACTED], each representing part payment of professional fees for services rendered;

RESOLVED to approve payment to C&A Law Chambers for the sum of [REDACTED]

 

Resolution 202202.675

RESOLVED THAT the Chief Executive Officer attends and participates at the Smart Africa Meeting to be held in Brazzaville on 24 and 25 February 2022, respectively.

 

Resolution 202202.676

WHEREAS Art.13.5 of the Bylaws provides for an elected Director to have a tenure of 3 years;

WHEREAS the Board passed resolution no. 202009.568 to give the tenure of the Board Seat 6 (Eastern Africa) a two-year term on 21 September 2020;

RESOLVED to reconcile the two years by extending the term of the incumbent of Board Seat 6 (Eastern Africa) with one additional year in order to comply with Art 13.5 of the Bylaws.

 

Resolution 202202.677

WHEREAS Articles 13.6 & 13.7 of the Bylaws provide a sequence in which the various regions come up for election at the AGMM;

WHEREAS there are 2 seats (Casually filled) which are to become vacant at the time of the AGMM2022 for a tenure of 3 years;

WHEREAS this will lead to a breach of the election sequence principle;

RESOLVED to request the Governance Committee to undertake a Bylaws amendment exercise to address this situation and recommend workable solutions by the end of April 2022.

 

Resolution 202202.678

WHEREAS the Board has reviewed the AFRINIC Election Process and Guidelines;

RESOLVED to adopt the new Election Process and Guidelines as amended.

 

Resolution 202202.679

WHEREAS the current delegation of authority requires the approval of the Board Chairperson / Vice-Chairperson;

RESOLVED that the international travel of the CEO for official engagements within Board approved CEO Travel Plan be modified to a notification to the Board.

 

Resolution 202203.680

WHEREAS the Board of Directors (Board) has taken note of the Chief Executive Officer's motivation for his mission to the Republic of Benin and Cote D'Ivoire as well as the expected outcomes in relation thereof. 

WHEREAS the Board has not yet approved the Chief Executive Officer's travel plan for 2022

RESOLVED THAT The Chief Executive Officer proceeds with his mission to the Republic of Benin and Cote D'Ivoire effective from 9 March 2022 to 18 March 2022, not exceeding $10,600

 

Resolution 202203.681

WHEREAS one board director, [REDACTED] has received a letter, prior to suit, from the legal representative of [REDACTED] in his country of residence;

WHEREAS other directors may face the same legal predicament;

RESOLVED to authorise the company to cover the legal costs in their defence;

RESOLVED to authorise the company's Legal Department to communicate and exchange with the legal representative of any director on matters covered by the Non-Disclosure Agreement.

 

Resolution 202203.682

WHEREAS there is a need to appoint four members, three community volunteers and one Board Member, to the Nomination Committee 2022 in terms of Article 9 of the Bylaws;

WHEREAS persons domiciled in Northern and Western sub-regions are not eligible in terms of Article 9.1 of the Bylaws;

WHEREAS several volunteers from the community expressed an interest;

RESOLVED to appoint Bill Sangiwa, Noah Maina and Ali Hadji Mmadi to the Nomination Committee 2022 as community representatives;

RESOLVED to appoint Dr Abdalla Omari to the Nomination Committee 2022 as the Board representative.

 

Resolution 202204.683

The Board approved the minutes of the Board Meeting held on 27 December 2021 with amendments.

 

Resolution 202204.684

The Board approved the minutes of the Board Meeting held on 18 January 2022 with amendments.

 

Resolution 202204.685

The Board approved the minutes of the Board Meeting held on 26 January 2022, 21 February 2022 and 02 March 2022 with amendments.

 

Resolution 202204.686

The Board approved the minutes of the Special Board Meeting held on 9 March 2022 with amendments.

 

Resolution 202204.687

The Board approved the minutes of the Special Board Meeting held on 19 March 2022 with amendments.

 

Resolution 202204.688

WHEREAS the Board considered the Activity Plan 2022

RESOLVED to approve the Activity Plan 2022 as presented.

 

Resolution 202204.689

WHEREAS AFRINIC presently pledged an amount of USD50,000 towards the Joint Regional Internet Registry Stability Fund;

RESOLVED to increase the pledged amount to USD 100 000.

 

Resolution 202204.690

WHEREAS the Remuneration Committee has proposed a revised Travel Policy;

RESOLVED to approve the said policy.

 

Resolution 202204.691

WHEREAS the Board of Directors has taken note of the need to reconstitute the PDWG Appeal Committee and appoint 5 members in terms of Section A (1) of its Terms of Reference Version 4 dated 23 August 2021;

WHEREAS a Call for Volunteers was initiated on 2 February 2022, and several community members have expressed their interest to serve on the PDWG Appeal Committee;

WHEREAS the Board of Directors has considered the expression of interests received from members of its community to serve on the PDWG Appeal Committee;

RESOLVED that:

The PDWG Appeal Committee be re-constituted as follows;

  • Mrs Wafa Dahmani as representative of the NRO Number Council / Address Supporting Organisation from the AFRINIC region;
  • Mr Janvier Ngnoulaye, in his capacity as the former director of AFRINIC;
  • Mr Laurent Ntumba Kayemba, as representative of the Governance Committee
  • Dr Sami Salih, in his capacity as former PDWG Chair;
  • Mr Haitham El-Nakhal, in his capacity as an active participant of the PDWG.

FURTHER, RESOLVED THAT the members of the newly constituted Appeal Committee shall hold office until 31 December 2022 in accordance with Section B (1) of its Terms of Reference Version 4 dated 23 August 2021;

 

Resolution 202204.692

WHEREAS, the Governance Committee has requested a 2-day working session from 23rd to 24th April 2022 in Kenya to address Resolution 202202.677

RESOLVED to approve the amount not exceeding US$ 15,000 for the working session

 

Resolution 202205.693

To amend the Agenda by moving Item nos 6, 7, 8 and 9 after Agenda Item no 3, and be renumbered to Agenda Item nos 4, 5, 6 and 7, respectively, and to defer the remaining agenda items to the next board meeting.

 

Resolution 202205.694

The Board approved the board meeting minutes held on 6, 13 and 20 April 2022 with amendments.

 

Resolution 202205.695

WHEREAS the Governance Committee has submitted its report pursuant to Resolution 202202.677;

WHEREAS the Board has taken cognisance of the report and its recommendations;

RESOLVED to accept the report and its recommendations.

 

Resolution 202205.696

It is RESOLVED:

  • THAT The Audited Financial Statements of the Company for the year ended 31 December 2021 be approved.
  • THAT Mr Eddy M. Kayihura as Chief Executive Officer and Mr Subramanian Moonesamy as Chairman of the Board be and are hereby authorised to sign the Audited Financial Statements on behalf of the Board.
  • THAT Mr Eddy M. Kayihura as Chief Executive Officer and Mr Subramanian Moonesamy as Chairman of the Board be and are hereby authorised to sign the Letter of Representation associated with the Audited Financial Statements for the year ended 31 December 2021.

 

Resolution 202205.697

RESOLVED to approve the Annual Report 2021.

 

Resolution 202205.698

WHEREAS the Annual General Members' Meeting is scheduled to be held on 3 June 2022;

RESOLVED to approve the Notice of the Annual General Members' Meeting.

 

Resolution 202206.699

WHEREAS the Board selected Mr Benjamin Eshun as Chairman and Dr Abdalla Omari as Vice-Chairman of African Network Information Centre (AfriNIC ) Ltd.

RESOLVED to appoint Mr Benjamin Eshun as Chairman and Dr Abdalla Omari as Vice-Chairman until the first board meeting after the Annual General Members' Meeting 2023.

 

 

 

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