RIPE NCC General Meeting April 2006 Minutes

Location: Ceylon InterContinental Hotel, Istanbul, Turkey
Date: 26 April 2006
Scribe: Kate Burwell, Sabine Mader

RIPE NCC General Meeting, April 2006 Agenda

1. Welcome, Preliminaries
2. Report from the RIPE NCC
3. Presentation of the 2005 Financial Report
4. Approval of 2005 Audited Financial Report
5. Financial Status Q1/2006 and Outlook
6. Indemnification of the Executive Board
7. Report from the Executive Board
8. RIPE NCC Executive Board Elections
9. Close

1. Welcome, Preliminaries

Frode Greisen, RIPE NCC Executive Board Member, opened the meeting at 17:15 and noted that the meeting had been called in accordance with the RIPE NCC Articles of Association. He welcomed the attendees and noted that guests from the other Regional Internet Registries (RIRs) and RIPE NCC staff were present. He added that Kees Neggers, RIPE NCC Executive Board Chairman, apologised for his absence at the General Meeting and that he (Frode) would be standing in as chairman for this meeting.

2. Report from the RIPE NCC

Frode noted that the report from the RIPE NCC, that in previous years had been presented at the General Meeting had been given in the earlier, open session of the RIPE NCC Services Working Group at the RIPE 52 meeting.

3. Presentation of the 2005 Financial Report

Jochem de Ruig, Chief Financial Officer of the RIPE NCC, presented the 2005 Financial Report.

This presentation is available at:
http://www.ripe.net/ripe/draft-documents/gm-april2006/financial-report-2005.pdf

The Chairman asked for questions.

A question was raised regarding the financial position reflected in the Accounts Receivable graph (which showed a current value of EUR 2.7 million, representing approximately 25% of the annual total revenue) was set to continue for the rest of the year.

It was explained that the figures are impacted by the sending out of invoices which is normally done in the month of November, in advance of the year. It was therefore concluded that there would always be a large amount of debtors outstanding at the end of the year. It was further added that the average throughout the year is considerably lower and that overall the amounts can fluctuate between EUR 800,000 and EUR 250,000 according to the date the quarter invoices are sent out.

4. Approval of 2005 Audited Financial Report

The Chairman noted that the RIPE NCC financial administration and procedures had been scrutinised and that an independent auditor approved the 2005 Financial Report. He added that, according to the auditor's rules, the report is an accurate portrayal of the financial situation at the RIPE NCC in 2005.

The formal resolution: "The general meeting adopts:

(a) the 2005 Financial Report of the RIPE NCC

(b) discharges the Executive Board with regard to its actions as laid down in the Annual Report."

Both resolutions were unanimously accepted. There were no abstentions.

5. Financial Status Q1/2006 and Outlook

Jochem de Ruig, Chief Financial Officer of the RIPE NCC, presented an update on the financial status of the RIPE NCC.

The presentation is available at:
http://www.ripe.net/membership/gm/gm-may2005/presentations/finrep.pdf

The Chairman asked for questions.

Clarification was requested regarding the purpose of the RIPE NCC Personnel Fund.

It was stated that the Personnel Fund operates as a separate foundation founded when the RIPE NCC initially began. The Personnel Fund foundation has only one contract and that is with the RIPE NCC. In that contract it states that the personnel fund will reserve up to six months salary of all staff with indefinite contracts. It is designed to attract people to work for the RIPE NCC and to give the initial employees of the RIPE NCC some security in their employment. In creating the fund the choice was made between giving the funds to the Dutch government as tax or using the fund in this way. The RIPE NCC would now like to examine the current agreement between the RIPE NCC and the Personnel Fund board to confirm whether the personnel funds held are sufficient for this purpose as revisions may be necessary.

The Chairman asked for any further questions.

A question was raised regarding personnel growth and shrinkage and if there was any particular reason for the large decrease in staff between July and October 2005.

It was stated that the number represented four Full Time Employees leaving the RIPE NCC, that this was natural turnover of staff and that we still have good contact with these people.

The Chairman asked for any further questions. There were none.

6. Indemnification of the Executive Board

The Chairman stated that sometimes there are conflicts and sometimes companies have difficulties: companies sue other companies. The Executive Board consists of normal citizens who represent their organisations as natural persons, and who don't have deep pockets to accommodate possible claims. The Chairman stated that the proposed indemnification resolution clarifies that the RIPE NCC would do so if so required. It was made clear that if there is a criminal act, such an invocation would not cover the Executive Board. The resolution would be applicable if the Executive Board made the wrong decision in good faith. The RIPE NCC would then indemnify the Board members from any individual claims.

The formal resolution:
"The General Meeting authorises the RIPE NCC to indemnify the members of the Executive Board in accordance with the terms and conditions stipulated in the Indemnification Agreement."

You can find this document at:
http://www.ripe.net/membership/gm/gm-april2006/indemnification-agreement.pdf

The Chairman asked for any comments.

It was questioned whether the indemnification of the Board by the RIPE NCC was backed up by a DNO insurance.

It was confirmed that the RIPE NCC has taken out insurance against claims also covering the acts of the Executive Board.

The Chairman asked for any questions. There were no further questions.

The Chairman moved to a formal vote.

The acceptance of the indemnification was unanimous. There were no abstentions.

7. Report from the Executive Board

The Chairman introduced the Executive Board as:

• János Zsakó,
• Jim Reid,
• Nigel Titley,
• Frode Greisen

Kees Neggers is the Chairman of the Executive Board but was not present at the meeting.

The Chairman continued into the Executive Board (EB) report stating that the EB met three times since the last general meeting with most of the work covering routine oversight of the organisation. The EB approved the budget and the activity plan for 2006. This plan includes details that are no longer presented at the General Assembly.

The EB also directed the implementation of an internal reporting system for resources and finances and the better project management of the RIPE NCC. The EB approved the Annual Report (AR). The Chairman noted that the AR would be in the post to those attending the GM and that it would reach them very shortly.

Since the last meeting, the EB has overseen the implementation of a new membership contract. It was noted that the implementation was carefully considered before being undertaken as it required over 4000 members to sign a new contract. Consideration was given to RIPE NCC relationships with large organisations in the RIPE NCC service region and the legal implications of our members who are outside the European legal framework. It was expressed that the major reason for the contract change lay with a need to alter the systems dealing with surplus membership by creating a clearing house. There is no longer an account for each present and past member, the accumulated surplus is now the common property of the collective membership. It was reported that this simple method of accounting would save money. The report of the outcome stated that approximately 130 registries would be terminated in the process. After implementation, approximately half of these registries signed up to a new contract soon afterwards. As such, the EB considered this exercise a successful one.

Finally, the Chairman stated that the EB has discussed at length the developments within the NRO and the RIPE NCC relationship with the IANA and ICANN. The Chairman reminded the GM attendees that the NRO was formed in October 2003 with an MoU between the four existing RIRs and that since then AfriNIC has also joined to make a fifth member of the NRO.

The EB created a Memorandum of Understanding (MoU) with ICANN on the ASO in October 2004. This is the overseeing body for the development in policy and processes in address allocation. It was stated that there is still work to be done to formalise the process in which addresses are handed from the IANA to the Regional Internet Registries and that the EB is keen for progress on this. The Chairman stated that the EB will work hard to create a contract with ICANN and the IANA for the distribution of addresses in this way. The EB considers the address allocation function a simple one for the IANA and one for which many of the necessary procedures already exist (such as database management and RIR request responses). The EB is of the opinion that as address allocation is at the core of the RIPE NCCs activity a formal agreement should be created.

This concluded the report from the Executive Board.

Frode asked if there were any questions.

There were no questions.

8. RIPE NCC Executive Board Elections

Frode noted that the Executive Board members are elected in three year terms and that these terms expire in a staggered timeframe. He noted that as his seat has lasted for nine years, that he will not be standing for a successive term. Therefore, there would be one vacant seat to be filled on the Executive Board.

Frode then explained the voting process and chaired the election procedure.

The candidates were asked to briefly introduce themselves.

The two candidates were:

• Dmitry Burkov
• Joao Luis Silva Damas

Biographies of the candidates can be found at:
http://www.ripe.net/membership/gm/gm-april2006/elections/biographies.html

Voting Results

Seat: Round 1 of Voting

Dmitry Burkov was elected.

9. Close

Frode asked if there were any further comments.

There was final section of the meeting to say farewell to Frode Greisen.

Axel Pawlik and Daniel Karrenberg spoke on behalf of the RIPE NCC, as well as personally, to thank Frode for his extensive work both before, and during, his time on the RIPE NCC Executive Board.

There were no further comments. The meeting was brought to a close at 1810.