Minutes 34th Executive Board Meeting

Author: Daniel Bovio
Date: 18 June 2003, 10:00
Location: RIPE NCC Offices, Amsterdam

Attendees:
Kees Neggers - Chair (KN)
Frode Greisen - ICANN Liaison (FG)
Janos Zsako - Treasurer (JZ)
Daniele Bovio - Secretary (DB)
Manfredo Miserocchi - Member (MM)
Axel Pawlik - Managing Director (AP)
Sabine Mader - Executive Assistant
Jochem de Ruig - CFO (JDR) (part of the meeting)

AGENDA

1. Agenda/Comments
   1.1. Apologies/New Agenda Points
   1.2. Approval previous Minutes - # 33, 030404
   1.3. Date of next meeting
2. Outstanding Actions
3. Formal Approval of Financial Report 2002
4. Report from the RIPE NCC
   4.1 Administrative support of the Board meetings
   4.2 Register of members and termination notice
   4.3 Members termination
   4.4 Members quarterly billing in case of termination
5. Financial Status and Outlook
   5.1 Auditors Management letter
6. ICANN
7. Clearinghouse Status
8. Preparation of General Meeting 2003
   8.1. Documents for Approval
   8.2. Changes to Articles of Association
   8.3. Elections
9. Any Other Business
10. Outstanding Actions

1. Agenda/Comments

1.1. Apologies/New Agenda Points

It is proposed and agreed to discuss the activity plan under item 8.
It is proposed and agreed to discuss the administrative support for the Board under item 4.
It is proposed and agreed to discuss the Auditors management letter under item 5.
It is proposed and agreed to discuss about the register of members, the notification of termination, and the quarterly billing procedure in case of termination under item 4.

1.2. Approval previous Minutes - # 33, 030404

The minutes of the previous meeting were approved and signed by the Chairman

1.3. Date of next meeting

The next meeting will be held on July 1st at 10h00 CET via conference call.

2. Outstanding Actions

Actions were discussed and marked as appropriate. See action list at the end of the minutes.

3. Formal Approval of Financial Report 2002

The Financial Report 2002 was received and was approved by the Board.
It is decided that the Financial Report from now on will be published with all Board members' signature.

4. Report from the RIPE NCC.

The report was noted.
It is requested that whenever there is significant progress in negotiations
between the RIR CEOs and ICANN/IANA the board is notified promptly.

4.1 Administrative support of the Board meetings

It was noted that the support for Board meetings can use some improvement (minutes, agenda preparation). DB volunteered to help by taking the minutes and organizing the preparation of the agenda, in cooperation with AP, for future meetings. After discussion it is proposed that DB takes the minutes of this meeting, and help in preparing the agenda for the next meeting, as a trial, and to set an example for the RIPE NCC staff. The proposition is accepted by the Board.

ACTION:
EB84/18/06/03 DB
Take the minutes of the 34th Board meeting.

EB85/18/06/03 DB
Help Axel in the preparation of the agenda of the 35th Board meeting.

4.2 Register of members and termination notice

Accordingly to the bylaw (article 4) the Board shall keep the register of all members. The Board resolves to formally confirm to entrust the RIPE NCC management with this task.

4.3 Members termination

Accordingly to the bylaw (article 5.2) the Board shall give notice of termination to members. This task is currently performed by the RIPE NCC staff. The Board resolves to formally confirm to entrust the RIPE NCC management with this task.

4.4 Members quarterly billing in case of termination

It is questioned if article 5.7 of the statutes (if membership ends in the course of a financial year of the association the annual contribution remain due in full) is implemented in case a member chooses a quarterly billing cycle. JDR stated that this is not current practice, as if a member resigns, the quarterly invoicing stops. The Board instructs the RIPE NCC staff to invoice for the remaining period of the year, accordingly to the statutes, members declaring their willingness to terminate their membership during the fiscal year.

5. Financial Status and Outlook

JDR presented the Board, at the meeting, with a preliminary 1st Q03 P&L and 2nd Q03 forecast, and a RIPE44 meeting overview. The influx of new members appear to be higher than expected and forecasted. If the trend is confirmed the year will end with a surplus, allowing to partially replenish the contingency fund.
It is noted that if RIPE NCC staff member attendance to Ripe meetings is booked appropriately, the deficit of RIPE Meetings decreases significantly. The Board asks JDR to look into how appropriately book these costs, to auditors satisfaction.
The discussion will resume on the mailing list after Board members had a chance to look at the reports.

ACTION:
EB86/18/06/03 JDR
To appropriately book the cost of RIPE NCC staff attendance to RIPE meetings.

5.1 Auditors Management letter

The Auditors Management letter for FY 2002 was received and circulated shortly before the meeting. AP stated that some progress has been made and more work is ongoing, to address the comments of the auditors. A procedure has been set up to deal with Ripe meetings and is being refined. After some discussion it is agreed that AP will prepare a document to comment on the management letter for the next Board meeting. Subsequently a meeting between the Board and the auditors will be organized.

ACTION:
EB87/18/06/03 AP
Prepare a document to comment on the Auditors management letter for the next Board meeting.

6. ICANN

FG reports that the RIRs are working with IANA towards a procedured whereby allocations of address blocks to the RIRs follow an objective procedure without any decision-making. The RIRs are also working on a definition of a NRO as well as a redefinition of the ICANN ASO for the policy making process.
FG is having reservations about the concept of entering a formal relationship with the DOC (rather than ICANN), as some of the other RIRs seem willing to do. The discussion within the RIR is ongoing and FG will keep the Board updated.

7. Clearinghouse Status

A new draft of the document was circulated shortly before the meeting. There is no new formal ruling by the tax authorities at this time. External tax counsel suggest we approach the Tax authorities proposing a slight modification of the current clearinghouse rules, removing the possibility of a negative member account in the clearinghouse. It is resolved to seek further external advice before a decision can be taken. The Board request to see a copy of the existing ruling. Once the clearing house procedure is changed, a new service agreement for members would need to be prepared. Axel will invest personnel to resolve the issue before July 25th.

ACTION:
EB88/18/06/03 JDR
To circulate the current ruling document on the clearinghouse asap.

ACTION:
EB89/18/06/03 AP
To lead the issue concerning the clearinghouse procedures, and present the Board with a final proposition for ratification before July 25th.

8. Preparation of General Meeting 2003

8.1. Documents for Approval

The outline of the activity plan for 2003 was circulated by AP shortly before the meeting. A first draft of the full paper will be circulated by AP before June 27th and will be discussed during the Board conference call on July 1st.

8.2. Changes to Articles of Association

Papers EBD027 and EBD029 were considered. It was decided to propose to the AGM that the decisions on annual fees and charging scheme shall remain with the AGM, and to entrust the Board to approve the Activity Plan and the Budget. It was also decided to propose the AGM to increase the number of General meetings to 2 per year, in conjunction to RIPE Meetings in May and September, and to make a change to the membership categories. AP will produce the language needed to reflect these changes in the statutes and the AGM will be asked to vote the changes of the statutes.

Logical sequence: Activity plan and budget will be produced. A new charging scheme will be prepared and 2 documents for the AGM will be produced, one for the old and one for the new charging scheme, the latter reflecting the new membership categories. At the next meeting, in September 2003, the AGM will be asked to vote in the order: the Activity plan, the Budget, and both the New and Old charging scheme. Afterwards the AGM will vote for the change of the statutes, which shall reflect the new charging scheme. If the new statutes are approved the new charging scheme will be in effect, otherwise the old one will remain in effect.

8.3. Elections

Following the desire expressed by a number of respondent to the Survey, and supported by the Board, to have electronic voting procedures for the association, the RIPE NCC seek legal advice on the matter. The legal advice received is that unfortunately the Dutch law forbid the association to have votes casted remotely (either electronic or by regular mail). The only possible way is to vote in person (or by proxy) at the Annual General Meeting. The Board will inform the members during the AGM meeting.

AP reported that scrutiny of the bylaws, both in English and Dutch, and legal advice stated that legally JZ cannot be considered member of the board as he was elected with 23 out of 46 cast votes which is not a majority. This fact may also invalidate the second round of the same election, even if DB was elected with the majority of the votes. The Board noted that the elections were held in good faith, but that the situation, in order to be legal, need to be corrected. The Board resolved that at the next election (at the AGM) there will therefore be 3 round of votes, 2 for 1 year term and 1 for 3 years term. The Board unanimously appoints DB and JZ as co-opted members to the Executive Board until the next AGM (September 2003). The Board decides that from this meeting onward MM is the Treasurer and FG the Secretary.

It was suggested that vote slips have the candidate names already printed on it in the future, so that it will be easier to vote, and count the votes.

9. Any Other Business

ACTION:
EB90/18/06/03 AP
To circulate the 1st draft of the Activity Plan by June 27th.

Outstanding Actions

EB70 / 03/09/02 / JR, AP
To review income and cost of RIPE meetings
Deadline: 13 December 2002
Status 16/12/02: more detailed data required
Status 28/01/03: ONGOING
Status 04/04/03: ONGOING, new deadline: 1 June 2003
Status 18/06/03: Done, the Board will receive it during week 26.

EB76 / 16/12/02 / AP
Further development of financial scenarios, possible membership
developments including alternative membership classes
Status 28/01/03: ONGOING
Status 04/04/03: ONGOING, expected to be ready by next meeting

The document was not available yet. AP reported the work is still ongoing. It was pointed out that the idea was to look at different possible future scenarios, and not only at different charging schemes and categories.

Status 18/06/03: ONGOING, a full document describing 3 scenarios, activity plan and charging scheme, including explanation of the numbers, will be available by 11/7/03.

EB77 / 16/12/02 / AP
To document revised clearinghouse procedure after negotiations
with tax authorities
Status 28/01/03: ONGOING
Status 04/04/03: ONGOING, update report of the talks with
the tax authorities to be sent to the Board
Status 18/06/03: DONE, but not completely. A new Action item will be raised under agenda point 7.

EB82 / 04/04/03/ ALL
To work out concrete plans for improvement of the RIPE NCC operational and
organisational structure in time for the General Meeting in September 2003
Status 18/06/03: ONGOING.

EB83 / 04/04/03/ AP
To circulate the auditor's letter on receipt.
Status 18/06/03: DONE.