Minutes

5 September, 2003

Hotel Krasnapolsky - Amsterdam, the Netherlands

Scribe: Rob Allen, Sabine Mader

AGM 2002 AGENDA

1. Welcome, Preliminaries, Agenda

Kees Neggers, RIPE NCC Executive Board Chair, opened the meeting at 13:38.

Kees welcomed the attendees to the meeting and also mentioned that the legal advisor of the RIPE NCC was attending the meeting. He announced that the meeting was scheduled until 17:30.

Kees mentioned that, like previous RIPE NCC General Meetings, members are only able to vote yes or no to the resolutions on the meeting agenda. This is in accordance with the RIPE NCC statutes.

Kees asked all attendees to register in the attendees list.
(For a full list of attendees at the RIPE NCC General Meeting 2003, see the attendees list. The total number of votes represented was 174.)

Kees mentioned the proposed changes to the RIPE NCC Articles of Association that would improve the running of the RIPE NCC.

2. Approval of 2002 Financial Results

Kees stated that all members had received the RIPE NCC Annual Report 2002 by e-mail and by mail and that this report includes all financial figures for 2002 and the auditor's statements that these figures are accurate and comply with legal requirements.

Kees proposed to vote in favour or against the adoption of the report by a raising of hands.

He asked if everyone has received the right envelope and the right voting slip contents.

- The formal resolution:
" The general meeting adopts the 2002 Audited Annual Report of the RIPE NCC thus discharging the Executive Board with regard to its actions as laid down in the Annual Report."

The resolution was unanimously accepted.

3. Report from the RIPE NCC

Axel Pawlik, Managing Director of the RIPE NCC, presented the operational report from the RIPE NCC.

Q: Wilfred Woeber asked whether the new members that fail to pay their fees receive services?

A: Axel stated that these members do not receive any services.

4. Financial Status and Outlook Q2 / 2003

Jochem de Ruig presented an update on the financial status of the RIPE NCC.

There were no questions.

5. Postponing the Adoption of the RIPE NCC Annual Report

No postponement proposed.

6.Report from the Executive Board

Kees presented a report from the RIPE NCC Executive Board. The report included current and future focus of Executive Board activities.

Kees first noted that the election of Daniele Bovio and János Zsakó to the Executive Board in 2001 was void due to a procedural error in the Executive Board elections at the RIPE NCC General Meeting 2001.

He explained that all Executive Board decisions with János Zsakó and Daniele Bovio present had been made by full consensus, and that there was no voting. This means that there was no need to review every decision the Executive Board had made since the 2001 election. As a result, he pointed out that the procedural error in the election did not affect the decisions of the board, which had been based on this consensus model.

The Executive Board are allowed to co-opt individuals to sit on the Executive Board without voting rights. Daniele Bovio and János Zsakó were co-opted until the vacancies would be filled again via a legally correct election.

Kees noted that the Executive Board has been more active in this year than previous years due to the 2002 operational loss and results of RIPE NCC Membership Survey. The Executive Board is keen to keep the RIPE NCC on the right balance between quality and efficiency.

Kees handed over to Frode Greisen to give a report on what has been happening with ICANN and the RIRs.

Frode noted that the RIRs had had a lot of communication between each other and with ICANN and a new statement can be expected within a month or two with a RIR proposal to modify the ASO Memorandum of Understanding (MoU).

This statement will be sent to ICANN and will be made available for public comment.

Kees stated that the resolutions at the RIPE NCC General Meeting 2003 were more complicated than in previous years because there is a proposal to change the RIPE NCC Articles of Association. This means that for some resolutions the members will be asked to vote on two different versions: one version where the current articles of association apply and one where the proposed new articles of association apply. The RIPE NCC has followed legal advice here.

Q: Andre Koopal asked why the vote on the statutes didn't come first.

A: The Executive Board felt it was better to first vote on the resolutions that are normally dealt with at the General Meeting, and which define the RIPE NCC activities and plans for the next year, and then vote on the statutes, which are a separate point.

Both versions of the Charging Scheme and the Budget had to be prepared because it was unknown what the outcome would be on the vote to change the RIPE NCC statutes.

There would be no material difference and the voting order for this would not affect the outcome.

Comment: Lajos Bálint commented that if the members voted on the expenditures and charging scheme for 2004 and after that they made the decision about how members will be charged then there seems to be an illogical mismatch here.

Axel noted that it was important to make it possible for the Activity Plan to be accepted separately from the Charging Scheme. He agreed with Andre Koopal that a different order could have been used that placed the vote on the statutes first. But the agenda needed to be addressed in the order that it had been agreed for this meeting.

7. Presentation of the 2004 Activity Plan, Budget and Charging Scheme

Axel presented the proposed Activity Plan 2004, Budget and Charging Scheme for 2004.

Kees noted that the General Meeting is only able to vote yes or no on the resolutions but that the RIPE NCC want to receive members' comments first so that these can then be taken into account during the implementation. He explained that if the new statutes were accepted, there would be more flexibility for the RIPE NCC Executive Board to adjust the Activity Plan to better reflect the wishes of the members. Kees called for comments. There were no comments or questions.

Kees suggested to vote on the resolution by a raising of hands.

8. Adoption of the RIPE NCC Activity Plan 2004

- The formal resolution:
" The general meeting adopts the RIPE NCC Activity Plan 2004".

The resolution was unanimously accepted.

9. Adoption of the RIPE NCC Budget 2004 (Articles of Association of 1997)

Axel explained the difference between the two budgets. The expenditure is the same in both budgets, and the income difference is only around 2 kEUR. This difference is because of the different charging schemes that will be used depending on which articles of association apply.

Comment: Andre Koopal said he thought there was a lack of detail in the budget. There are only three categories in the figures line and they reflect too little information.

Axel noted that it is difficult to split the budget in more detail because it makes it difficult to compare with previous years' costs and breakdown. This will be reviewed and greater detail regarding the breakdown of costs will be provided.

Kees stated that more information will be made available on the RIPE NCC website and the operations of the RIPE NCC will be made as visible as possible so that members have access to this information.

Kees suggested to vote on the resolution by a raising of hands.

- The formal resolution:
" The general meeting adopts the RIPE NCC Budget 2004 (Articles of Association of 1997) which will be applicable if the proposed amendments to the Articles of Association are not adopted by the General Meeting".

The resolution was accepted with no votes against and one abstention.

10. Adoption of the RIPE NCC Budget 2004 (New Articles of Association of 2003)

Kees suggested to vote on the resolution by a raising of hands.

- The formal resolution:
" The general meeting adopts the RIPE NCC Budget 2004 (New Articles of Association of 2003) which will apply if the proposed amendments to the Articles of Association are adopted by the General Meeting".

The resolution was unanimously accepted.

11. Adoption of the RIPE NCC Charging Scheme 2004 (Articles of Association of 1997)

Axel noted a fundamental change in the new Charging Scheme is that the revised algorithm includes IPv6 address space and AS Numbers and is based on overall resource usage and depreciation over time.

Kees suggested to vote on the resolution by a raising of hands.

- The formal resolution:
" The general meeting adopts the RIPE NCC Charging Scheme 2004 (Articles of Association of 1997) which will be applicable if the proposed amendments to the Articles of Association are not adopted by the General Meeting".

The resolution was accepted with no votes against and four abstentions.

12. Adoption of the RIPE NCC Charging Scheme 2004 (New Articles of Association of 2003)

Q: Lajos Bálint said that he would have preferred to have seen these figures in advance and asked why there is such an increase for extra large members. He also commented that it would be better to make a smoother transition towards such a large increase.

A: Axel stated that the Membership Survey indicated that more billing categories were needed. It was considered fair that extra large would need to pay more. The RIPE NCC explored a number of different combinations using different fees.

All these documents were made available six weeks ago. There have been regular announcements with links to these supporting documents and figures.

Comment: Wilfred Woeber stated he would like to see the different numbers and graphs using different fees for these billing categories. He noted that members can only vote in favour or against well worded resolutions that have been made available in advance of the General Meeting. If you want the members to be more involved and give more input, improved access to this is required.

Kees agreed with this and stated this is why the RIPE NCC wanted to have two General Meetings a year: one to present information and one where members vote on resolutions.

Q: Will members be moving up and down between extra small, small and medium categories every year?

A: Axel said that some would, and stated that in the past member categories have been re-evaluated each year.

Comment: Hans Petter Holen asked for a sensitivity analysis of what would happen if the fees for the smallest category were halved and what increase there would need to be in the extra large category to cover this reduction. He stated that this type of information would help members to make more informed decisions.

Jochem noted that the RIPE NCC has explored a number of models and stated that a sensitivity analysis could be presented at the next General Meeting if required.

Comment: Wilfred Woeber commented that the only major change in the new articles of association from a content point of view was that the organisation will move to one vote per member. In the past members' votes related to the amount of money they paid the RIPE NCC.

Axel stated that these details will be discussed later in the meeting. Flexibility is the main point of the new articles of association. If accepted, they would allow the RIPE NCC to change the Charging Scheme next year without having to change the articles of association.

Kees noted that legal advice indicated that it would be very difficult to define membership categories based on money paid for services.

Kees suggested to vote on the resolution by a raising of hands.

- The formal resolution:
" The general meeting adopts the RIPE NCC Charging Scheme 2004 (New Articles of Association of 2003) which will apply if the proposed amendments to the Articles of Association are adopted by the General Meeting".

The resolution was accepted with three votes against and six abstentions.

-- BREAK--

Meeting recommenced at 15:35

13. Presentation of Proposed Changes to the Articles of Association

Kees presented proposed changes to the RIPE NCC Articles of Association.

Kees noted that after five years it was time to look at the RIPE NCC Articles of Association and to see if they are still up to date.

He referred to the operational loss of 2002 when the RIPE NCC had no way of changing the budget or the Activity Plan.

He stated that by giving the Executive Board the power to form and adapt the Activity Plan and budget the RIPE NCC would benefit from more operational flexibility while at the same time allowing for increased input from members.

Kees stated that the plan is to allow members to provide input on the activities of the RIPE NCC before the RIPE NCC Activity Plan and Budget for the next year are presented and the Charging Scheme for the coming year is proposed for adoption at the General Meeting in autumn.

Kees noted that the Charging Scheme will remain the full responsibility of the members at the General Meeting. The income from the members will still be defined by the members.

Kees also stated that he wanted the RIPE NCC to be run based on arguments and sound proposals (not on members being able to pay more to get more votes).

He noted that normally associations in the Netherlands have a one member one vote principle. So this isn't actually a change, but rather the removal of a change that was made five years ago when a certain number of votes based upon the membership fee was introduced.

Q: Nigel Titley asked why there seemed to be a conflict between article 7(1) and article 8(6).

A: Kees resolved this by clarifying whether member means ‘Member' of the association or member of the Executive Board. In the dutch version there is no ambiguity (it explicitly says Executive Board member). So the translation should be fixed.

Q: Hans Petter Holen asked whether you have to be a member of association to be member of the Executive Board.

A: Frode stated that you can be an Executive Board member without representing a member of the association.

14. Adoption of the new Articles of Association

Kees suggested to vote on the resolution by a raising of hands.

- The formal resolution:
" The general meeting in accordance with Article 21 of the Articles of Association adopts the amendments to the Articles of Association as proposed and announced by the executive board on 25 July 2003".

The resolution was unanimously accepted.

Kees noted that this is a major step in the evolution of the RIPE NCC.

The new articles of association will become valid once effectuated by a public notary.

15. RIPE NCC Executive Board Elections

Kees explained that due to procedural error during the Executive Board elections in 2001, there were a total of three vacancies on the Executive Board. He listed the five candidates:

Andrea Borgato
Daniele Bovio
Frode Greisen
Nigel Titley
János Zsakó

Kees asked the candidates to briefly introduce themselves.

Kees then explained the voting procedure and noted that a legal advisor was present.

Voting Results:

Seat 1 (Three-year seat):

Results of the 1st round:
Frode Greisen:	98
Nigel Titley:	63
János Zsakó:	5
Daniele Bovio:	4
Andrea Borgato:	0

Frode Greisen was elected.

Seat 2 (One-year seat):

Results of the 1st round:
János Zsakó:	64
Daniele Bovio:	53
Nigel Titley:	48
Andrea Borgato:	2

2 invalid votes

No majority.

Seat 2: (One-year seat):

Results of the 2nd round:
János Zsakó:	78
Daniele Bovio:	42
Nigel Titley:	39
Andrea Borgato:	0

No majority.

According to the statutes the candidate with the lowest votes has to be dropped from the list in the 3rd round.

Seat 2: (One-year seat):

Results of the 3rd round:
János Zsakó:	90
Daniele Bovio:	42
Nigel Titley	35

János Zsakó was elected.

Seat 3: (One-year seat):

Results of the 1st round:
Nigel Titley	95
Daniele Bovio:	70
Andrea Borgato:	0

2 invalid votes

Nigel Titley was elected.

The Meeting was brought to a close at 17:05