[members-discuss] [ncc-announce] [GM] Executive Board Meeting to Discuss Charging Scheme Input from Members

Dear Ondřej,

thank you for the update.

As expected, the path forward the Board decided to take receives some critism.

Although, if enough members don't agree with e. g. Articles 15.4, 15.5 and 15.6 anymore, I suppose the membership can move forward to amend or remove them, right? What are the timeframes here?

I'm still offended by the repeated statement of "this is not the right time". It wasn't the right time in Spring 2023 to discuss the Budget, and the result was the vote for an unmodified Charging Scheme.

There was no choice given to the membership to discuss and reduce the Budget in Autumn 2023, presuambly "not the right time" due to the five year plan in place.

And now, in Spring 2024, we hear "this is not the right time" to make changes to neither the charging scheme nor the Budget. And, another slap in the face, the Board does not intend to reduce the Budget until before 2027, if ever: "the charging scheme options we put forward will do that for 2025 and 2026".

As things did change fundamentally in the world we, the members, live in, I question it to be good governance to ignore these facts and stick to the five year plan unperturbed.

If "[w]e listen to your feedback" would hold any water, the Board would have reacted appropriately after Spring 2023 and opened the discussion about the Budget back then — but instead the Board already made their mind and the Spring discussion of 2025 will see another (huge) increase in membership cost, as has been made clear now.

As for legal advice, well, technically the proposal does not "propose a Charging Scheme" but the contrary: no new charging scheme for the time being. But let's look at the Articles in question:

Am 19.04.24 um 15:08 schrieb Fergal Cunningham:
>
> Certain agenda items may only be proposed by the Executive Board. The Articles of Association indicate the following items:
>
>
> - The adoption of the Charging Scheme with respect to the coming financial year (Art. 15.4.b)
>
> - The adoption of amendments to the Standard Service Agreement (Art. 15.5.c)
>
> - The approval of new arbiters and/or dismissal of current arbiters and/or adoption of amendments to the arbitration procedure (Art 15.5.d)
>

In the published English version of the 2024 AoA, 15.4 starts as follows: "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" — this is a "these things we have to discuss and decide upon _at least_ once a year". But it does not forbid to e. g. vote on a Charging Scheme (15.4 b) more than once per calender year either.

15.4 b reads "the adoption of the Charging Scheme with respect to the coming financial year upon proposal of the Executive Board", 15.4 e "other proposals and/or discussion points put forward by the Executive Board or (a groupof) Members of the Association (pursuant toarticle15.6) and announced in the convocation for the Meeting".

There is no exclusivity in 15.4 b that _only_ the Executive Board may suggest a Charging Scheme, but there's an obligation to the Board to suggest one at least once a year. Nor does 15.4 e prevent contradicting proposals to what the Executive Board proposes, especially not on bullet point topics mentioned earlier. Thus, prohibiting voting on the proposal "Keep current billing scheme for the next year", which has passed 15.6 requirements, has no legal grounds AFAICS. There's simply no wording to even suggest that. I don't expect the legally binding Dutch version to contain that either.

Is it good governance to subject the General Meeting's decision finding to be questioned in Court? Cui bono?
-kai

Am 07.05.24 um 15:54 schrieb Ondřej Filip:
> Dear members,
>
> On 6 May, 2024, the Executive Board held a meeting to discuss the input we received from members regarding the Board proposal for the RIPE NCC Charging Scheme 2025. We will publish the minutes as soon as possible, but I want to first give you a summary of the discussions and the outcomes from the meeting.
>
> Since we started engaging with the membership on the charging scheme this year, we have received over 400 emails on the topic. For the first time, we also have a member proposal for a GM agenda topic that has received the required number of expressions of support to be added to the GM agenda. Therefore, we felt it was important for the Board to have this extra meeting, review the various points that were brought forward, and consider the next steps in this process. There were many important points to discuss at this meeting, and although the outcome might not please everyone, the Board was fully aligned on how it should move forward.
>
> First, we considered again what we had decided upon at the Board meeting in March. The Board consciously did not put forward a proposal to keep the charging scheme as it is because we don’t believe that it would be good governance to make a proposal that leaves us with a large deficit, and good governance is what is expected from us by the members who elect us.
>
> Furthermore, some of the suggestions from members would change the funding model in a way that would put the organisation at risk, and while the Board represents the membegood governancers, it also has legal and fiduciary responsibilities towards the organisation. It is clear that one of the main responsibilities of the Board is to propose a charging scheme that will properly fund the association, and the charging scheme options we put forward will do that for 2025 and 2026. So we will put forward the three options as proposed on 24 April 2024 for members to vote on at the GM[1].
>
> There were many proposals to provide that funding in alternative ways. However, we believe that this is not the right time to make fundamental changes to the charging model. We are about to embark on a full review of the organisation and its structures, and that will take some time. For us to implement that review and any resulting actions, we need stable funding. All three of the proposed options offer us this. We also note that the redistribution mechanism allows us to return any surplus made to the membership in the following year should members vote to do so. The Board and the Managing Director will also continue to work to improve efficiency and identify areas for cost savings.
>
> We did consider moving this vote to later in the year, but this would negatively impact our planning for 2025, and it would also distract from the very important discussions we need to have with members during the Activity Plan and Budget process this Autumn. During that discussion, we do expect that the members who are convinced that the RIPE NCC needs to reduce its budget will tell us which services need to be reduced or cut in order to accommodate such a reduction.
>
> At our meeting, the Board also discussed the structural review that will take place. This will begin at the RIPE 88 Meeting in two weeks with a BoF on how to build a stable future for the RIPE NCC. We expect that there will be a productive discussion on many issues that need to be resolved so that the RIPE NCC can move forward stably and with a funding model that has the support of its membership. We will keep the membership updated on the outcomes of those discussions and how the members can contribute to the work that will surely emerge from them.
>
> Regarding the membership proposal[2], we acknowledge that the threshold was met to add the GM agenda topic “Keep current billing scheme for the next year”. We will add this as a topic to the agenda as required by the Articles of Association. However, this will not be added as a proposed resolution for members to vote on. Articles 15.4, 15.5 and 15.6 of the RIPE NCC Articles of Association do not allow members to propose a Charging Scheme, as reaffirmed by the external law firm that gives us expert advice on Dutch corporate law.
>
> This legal framework ensures that a Charging Scheme may only be proposed by those who were elected to serve on the Executive Board, who have better insight into the financials and the operations of the organisation, and who have a duty of care for the well-being of the organisation and are liable in case of mismanagement. Parties without such insight, responsibility and liability may not put forward charging schemes for voting that - although appealing for individual members - may be inappropriate for the sustainability of the organisation.
>
> To summarise, the Board recognises the member sentiment and we are committed to addressing it for the long term. However, we must do what we believe is best for the stability of the organisation and its membership, even if it is not an easy or popular thing to do. This is what is required of us when we legally commit to be Board members, and we will faithfully execute on our commitments in this regard.
>
> We listen to your feedback and ideas, and on behalf of the Board I thank you for engaging in these important discussions and look forward to seeing them continue as we work towards a sustainable outcome for the RIPE NCC.
>
> The RIPE NCC Executive Board
>
> Ondřej Filip, Chair
> Raymond Jetten, Treasurer
> Piotr Strzyżewski, Secretary
> Maria Häll, Member
> Remco van Mook, Member
> Job Snijders, Member
> Harald A. Summa, Member
>
> [1] https://www.ripe.net/membership/meetings/gm/meetings/may-2024/documentation-and-archives/supporting-documents/
>
> [2] https://www.ripe.net/participate/meetings/gm/member-proposals/
>


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