[members-discuss] amendment proposal for the Article of association

Dear members of the RIPE NCC,

as you probably know, there are more than 8.000 members in the RIPE NCC association.
There are a lot of us.

      Members of the association can discuss things regarding the activity of association
on General Meetings two times yearly. According to the Article of Association (AoA), the
Agenda of GM has been performed by executive board. 

      There are some obligative things to be included in the Agenda (elections, budget,
charging scheme etc), and some things can be discussed upon proposal of the EB. Another
possiblity to put some things into Agenda is the request of association members. 

      Currently at least 2% of members should vote for adding items into Agenda.
Respective to the total number of members this means that _160_ LIRs should ask the EB to
discuss something that is not included in the Agenda.

      From my opinion that is too much. No more than 250-300 members are usually attending
GM, even with the electronic voting. And 2% threshold means ~50% of active members, so
there is no possibility to raise any question to the GM level.

      And this is the reason for my proposal: to change the threshold in the section 15.6
of AoA to 0.3% or to 30 or 40 members.

      Any suggestions?


Appendix: Article 15 of AoA

Article 15 – General Meeting: Convocations. Agenda. Resolutions

15.1 The Executive Board shall send the convocations for the General Meeting, including the agenda containing the subjects for the General Meeting, a URL to the verbatim text of the proposed resolutions and, if applicable, the draft Activity Plan and draft budget, to the Members at least four weeks before the Meeting. In the event the Executive Board does not have full authority under paragraph 10.1 of these Articles of Association, the authority to convoke a meeting shall be vested in the Management Team.

15.2 General Meetings shall be convened by the Executive Board by e-mails sent to the e-mail addresses as recorded in the Register (see article 5).

15.3 The agenda for the Annual Meeting shall include the following subjects:

a. the adoption of the Financial Report;

b. the discharge of the Executive Board with regard to its actions as they appear from the Annual Report;

c. the filling of any vacancies in the Executive Board.

15.4 The following subjects shall be placed on the agenda for the Annual Meeting or on the agenda for another General Meeting to be held in the same calendar year:

a. a discussion of the draft Activity Plan and draft budget after a presentation by the Executive Board;

b. the adoption of the Charging Scheme with respect to the coming financial year upon proposal of the Executive Board;

c. a discussion of the policy and the quality of services (to be) rendered by the Association.

15.5 If applicable, the agenda for the Annual Meeting or another General Meeting shall also include the following subjects:

a. the extension of the period within which the Executive Board shall submit the Annual Report (as referred to in paragraph 14.2), which shall also constitute an extension of the period within which the Annual Meeting - at which the Annual Report is to be submitted - shall be held;

b. the filling of any vacancies in the Executive Board;

c. upon proposal by the Executive Board: adoption of amendments to the Standard Service Agreement;

d. upon proposal by the Executive Board: approval of new arbiters and/or dismissal of current arbiters and/or adoption of amendments to the arbitration
procedure;

e. other proposals and/or discussion points put forward by the Executive Board or (a group of) Members of the Association (pursuant to paragraph 15.6) and announced in the convocation for the Meeting.

15.6 On the written application of a group of Members who are jointly entitled to cast at least two percent (2%) of the total number of possible votes, other subjects will be added to the agenda. Such an application, accompanied by the verbatim text of the resolutions proposed by the said Members, shall have to be sent to the Executive Board at least two weeks before the Meeting.

The Executive Board shall immediately send the verbatim text of the resolutions proposed by the said Members to all the Members of the Association.

15.7 The General Meeting may only vote on resolutions with respect to subjects for which the verbatim text of the related proposed resolutions has been sent to the Members in the manner set out above.

15.8 On the written application of a group of Members who are jointly entitled to cast at least one-tenth (10%) of the total number of possible votes, the Executive Board shall convene a General Meeting within a period of four weeks. If the application has not been complied with within fourteen days, the applicants may then proceed to convene the Meeting themselves in the manner in which the General Meeting is convened by the Executive Board.

15.9 As long as all the Members of the Association are present or represented at a General Meeting, (legally) valid resolutions can be passed on all subjects brought up for discussion, even if the formalities prescribed by law or by these Articles of Association for the convocation and holding of Meetings have not been complied with, provided such resolutions are passed unanimously.


-- 
Kind regards,
sergey myasoedov