Minutes 56th Executive Board Meeting

Author: Paul Rendek
Date: 2007/05/04

Document:RIPENCC-EBD333

Revision No.: 1.0
Status: Draft

Maintainer: Sabine Mader

Attendees
Dmitry Burkov, ICANN Liaison
Kees Neggers, Chairman
Jim Reid, Member
Nigel Titley, Secretary
Janos Zsako, Treasurer

Sabine Mader, Assistant to the Managing Director, RIPE NCC
Axel Pawlik, Managing Director, RIPE NCC
Paul Rendek, Head of External Relations & Comms., RIPE NCC

Guests:
Rob Blokzijl for agenda item 5.
Jochem de Ruig for agenda item 4.

Agenda:

1. Agenda / Comments
1.1. Apologies, New Agenda Points
1.2. Approval of Previous Minutes
1.3. Date of Next Meetings
2. Outstanding Actions
3. Report from the RIPE NCC
4. Approval of Annual and Financial Report
5. External Relations
5.1. NRO
5.2. ICANN / IANA
5.3. RIPE
6. RIPE NCC Activities
7. RIPE NCC Liquidity Management
8. Reviewed Articles of Association
9. Preparation General Meeting
9.1. Agenda & Draft Resolutions
9.2. Candidates
10. AOB
10.1 Preparation for Personnel Fund Dissolution
11. Executive Session

Kees Neggers, RIPE NCC Chairman, opened the meeting at 13:35.

1. Agenda / Comments
1.1. Apologies, New Agenda Points
No new agenda points were proposed.

1.2. Approval of Previous Minutes
The Board approved the minutes of the 55th RIPE NCC Executive Board meeting.

1.3. Date of Next Meetings
Wednesday, 9 May 2007, 12:00 - Tallinn, Estonia, Room TBD
5 September 2007, 13:00 - Amsterdam, the Netherlands, RIPE NCC Offices, Lunch served at 12:00
[Superseded by recent planning: after the meeting the Board agreed to reschedule the meeting to 4 September 2007.]

2.Outstanding Actions
The Board reviewed outstanding action items.

3. Report from the RIPE NCC
Axel provided a short update to the RIPE NCC report that was published to the Executive Board prior to the Executive Board meeting.

4. Approval of Annual and Financial Report

Financial Report:
The Board felt that the result of the 2006 financial year was positive. The Board was also pleased to note that the members were positive about the one-time rebate for fees in 2007. Expenses were also kept inline - was seen as good. The format of the financial statements also received positive feedback. The Auditor's report was well received and the Board agreed to discuss the management report and take action where necessary.

The Board congratulated the RIPE NCC for the financial result of 2006 and added that they were very pleased with the timely delivery of the financial report.

Annual Report:
The Board discussed the text in the Annual Report and provided feedback. They asked for an updated version to be distributed for comment.

Management Letter:
Axel provided the Board with a plan on how he will address the issues brought forward in the management letter.

The Board asked for a review of payment authorisation by the RIPE NCC management. Jochem and Janos provided a summary of the authorisation scheme.

The RIPE NCC was asked to follow-up with the Banks and the Chamber of Commerce to establish to what degree internal procedures can be reflected in both organisations' systems.

The auditors suggested finding a way to better match the revenue in the accounting system with the amount of members the RIPE NCC has at any given time.

The RIPE NCC was asked to contact the auditors and reach an agreement regarding revenue matching with the actual membership base.

5. External Relations
5.1. NRO
The Board reviewed the status of the NRO and re-stated that the RIPE NCC does not support the incorporation of the NRO. The Board also re-stated that the NRO cannot take any action that would represent the RIRs without the explicit agreement of all RIRs.

Legal advice was received regarding the potential contractual relationship between ICANN and the NRO and the incorporation of the NRO. The Board was satisfied with the advice that it received from the RIPE NCC lawyers. The Board agreed that explicit definition of the parties in the contract and one legal jurisdiction must be specified in the ICANN contract.

After further discussion the Board agreed that funds for services to ICANN must be paid directly from the RIPE NCC accounts. They supported that ICANN could send a letter to the NRO secretariat stating a fee for services given to the RIRs but payment to ICANN would be made by the individual RIRs to ICANN.

The Board stated that if no contract agreement could be reached by the ICANN meeting in Puerto Rico a new solution for the way forward would be discussed and agreed by the RIPE NCC Board.

5.2.ICANN / IANA
Agenda point 5.2 was covered in agenda point 5.1

5.3 RIPE
Rob reported that the preparations were smooth for the upcoming meeting in Tallinn, Estonia. He also mentioned that the agenda is now taking shape with increased activity by the community.

Rob provided an update for the venues of the 2008 RIPE Meetings. It was suggested that both meetings may be located outside of Amsterdam due to the refurbishment of the Krasnapolsky Hotel. The Board supported the suggestions for both meetings being located outside of Amsterdam in 2008.

No further questions were brought forward.

6. RIPE NCC Activities
The Board discussed the list of services provided by the RIPE NCC. The Board asked Axel to outline factors determining the termination of certain activities.

The Board discussed a proposal to define an exit strategy and termination triggers used to determine the termination of a service. The Board asked the RIPE NCC to monitor services in this respect.

The Board suggested that the RIPE NCC investigate a way to document and report activity status to the Board so that they can participate in guiding the Managing Director.

Axel was asked to expand the service list document (EBD307) listing in more detail an exit strategy and triggers that would lead to the termination of a RIPE NCC service.

7. RIPE NCC Liquidity Management
The Board discussed the proposal from ABN AMRO regarding the interest rate on RIPE NCC funds.

After discussion the Board agreed that at this time they do not want to commit to anything more than to have our current account at the ABN AMRO.

The Board asked the RIPE NCC to enter into further negotiations with the ABN AMRO over their proposal regarding RIPE NCC deposit funds and interest rates.

8. Reviewed Articles of Association
The Board reviewed proposed changes to the Articles of Association. They agreed that the text was clearer, however, there were a number of issues where the Board required further clarification.

They point out that a number of issues are stated differently and are not highlighted in the supporting document.

The Board asked to have all changes in the AoA tracked in an easily readable format. The Board aims for a change in the AoA at the GM in Tallinn, but this is only possible when a revised document is received within two weeks.

9. Preparation General Meeting
9.1. Agenda & Draft Resolutions
The Board discussed the draft agenda and resolutions for the GM meeting.

The Board asked Axel to investigate whether the wording in the resolution discharging the Executive Board could be altered emphasising 'policies' made by the Board rather than actions.

ACTION: The Board asked Axel to announce the upcoming RIPE NCC General Meeting to be held on 9 May 2007.

9.2. Candidates
The Board discussed the two positions that will become vacant. They are anticipating candidates to be brought forward by the membership as outlined in the Articles of Association.

10. AOB
10.1 Preparation for Personnel Fund Dissolution

Axel provided a status of the Business Continuity Plan. He also confirmed that the Personnel Fund would not be dissolved until the Business Continuity Plan was completed and agreed by the Personnel Fund Board.

No other points of business were brought forward.

Kees Neggers, RIPE NCC Chairman, closed the meeting at 18:00.

11.Executive Session
The Executive Session is an agenda point covered only by the Executive Board and the Managing Director. No formal minutes were recorded.