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General Meeting Minutes

1. Welcome, Preliminaries
2. Financial Update and Outlook 2009
3. Report from the RIPE NCC
4. Reports from the Executive Board
5. Draft RIPE NCC Activity Plan 2010
6. Draft RIPE NCC Budget 2010
7. RIPE NCC Charging Scheme 2010
8. RIPE NCC Articles of Association
9. Close

1. Welcome, Preliminaries
The RIPE NCC Executive Board Chairman, Nigel Titley, welcomed attendees and began the General Meeting (GM) at 18:25 local time.

2. Financial Update and Outlook 2009
Jochem de Ruig, Chief Financial Officer of the RIPE NCC, gave the financial update and outlook for the remainder of 2009.

A member asked if the VAT withholding for RIPE Meeting revenues had been an omission in the budget.

Jochem confirmed that the VAT withholdings are not taken into account for the Budget 2009.

3. Reports from the RIPE NCC
The RIPE NCC reporting for the GM was presented in the RIPE NCC Services Working Group, which took place on 7 October 2009 from 16:00-17:30. The RIPE NCC reports were not repeated here.

4. Reports from the Executive Board
The Chairman gave the report from the RIPE NCC Executive Board.

A member asked the Chairman to double check with lawyers regarding the legality of e-voting for member associations as he did not want a GM to be declared void in the future.

The Chairman said the issue of postal voting and e-voting had been discussed with the RIPE NCC lawyers.

A member said that it was a pity that recommendations for changes with voting were bundled together with other non-contentious changes to the Articles of Association that were likely to be accepted by the membership without discussion. He said this might prevent debate on such issues as how groups of companies that have one parent company can affect votes at the GM, and also the issue of whether there should be e-voting for resolutions.

The Chairman said the changes to the Articles of Association that went through only mentioned Executive Board elections. He said there would have to be further changes to the Articles of Association to allow e-voting for resolutions.

The member asked if there was any internal discussion on allowing a general discussion amongst members before introducing voting methods that would have a substantial impact on how things are carried out.

The Chairman said e-voting has been discussed for more than a year and there has been some discussion on the mailing list since the last GM. He added that because only a small percentage of members turn up at the GM, members should use the mailing list to discuss these issues.

A member commented that he knows other Dutch associations that have been successfully using e-voting for a number of years.

In relation to the dual resolution on the proposed Charging Scheme 2010, a member said he understood there was a need to have a second resolution because it is important to pass a charging scheme. He said he felt strongly about the Charging Scheme 2010 Version A because Version B expressly does not implement RIPE policy. He said he would have a problem voting for anything that contradicts RIPE policy so he would feel uncomfortable voting for anything that does not support Version A.

The Chairman agreed and said in his role as RIPE NCC Executive Board Chairman he would advise members to vote for their own or their companies’ preferences, but as a RIPE community member he would advise people to vote for Version A.

The member said there would be consequences for the RIPE NCC and a possible failure of the system if the RIPE NCC did not implement RIPE policy by voting to approve Version A.

5. Draft RIPE NCC Activity Plan 2010
The Chairman said there would be no presentation on this agenda item because the Activity Plan has been public for some time and members had adequate time to make comment on the mailing list.

6. Draft RIPE NCC Budget 2010
Chief Executive of the RIPE NCC, Axel Pawlik, and Chief Financial Officer of the RIPE NCC, Jochem de Ruig, gave the presentation on the Draft RIPE NCC Budget 2010.

A member asked about the process that led to RIPE Labs. He said it was a fantastic idea but it was not mentioned in the activity plan.

Axel said RIPE Labs solves a problem for the RIPE NCC in terms of product development and feedback. He said the budget every year contains allowance for unforeseen activities. He added that the Executive Board agreed that it was a good idea and if doesn’t work it should be discontinued. He concluded that RIPE Labs was not about spending lots of money on developing tools but rather it was a website and tool for the community.

The Chairman said that RIPE Labs at the moment was no more than a forum. He added that it was not a large expense at the moment because it provides a platform for some existing tools. He said it would be included in the Activity Plan for 2010.

A member said he did not closely read activity plans because he had a deep trust that the RIPE NCC would do the right thing. He said if he thought otherwise then the RIPE NCC would hear about it.

Axel noted that for those who do not like reading long documents that are similar to previous documents, the first three or four pages of the Activity Plan provides an executive summary.

A member commented that in the executive summary a distinction should be made between “customers” and “members”.

Fahad AlShirawi, RIPE NCC Executive Board member, said the Executive Board always wants to hear more from the membership. He said there are a lot of changes and ideas coming from the Executive Board and the RIPE NCC and member feedback and ideas are essential.

7. RIPE NCC Charging Scheme 2010
Jochem de Ruig, the RIPE NCC Chief Financial Officer, gave a presentation on the Draft RIPE NCC Charging Scheme 2010, Versions A and B.

Jochem explained the differences between the two versions of the Charging Scheme. He said that if the membership adopted the RIPE NCC Charging Scheme 2010

Version A, there would be no need to vote on Version B. He said if Version A were not adopted, members would vote on Version B. He concluded that if both Version A and Version B were not adopted, the 2009 Charging Scheme would continue to apply.

A member said he was unhappy that the members had to choose from a charging scheme that implemented RIPE policy but displeased a number of people, a charging scheme that risked causing conflict between the RIPE NCC membership and the RIPE community, or a charging scheme that would rack up a large deficit over the next year. He asked why the Executive Board had not presented two options that implemented RIPE Policy Proposal 2007-01.

The Chairman said there were presentations given on various charging scheme options at the last GM and the consensus seemed to be that Version A was the most acceptable one.

The member asked, if this was the case, why an alternative was developed at all.

János Zsakó, Treasurer of the RIPE NCC Executive Board, said the Executive Board tried to implement RIPE Policy Proposal 2007-01 as requested by the RIPE community. He said there were a number of dissenting voices in the RIPE NCC membership, so this is why the alternative was offered. He added that if members rejected Version A but went against the community by accepting Version B, at least the potential deficit for the RIPE NCC would not be as large.

A member said there were more ways to fulfill the requirements of RIPE Policy Proposal 2007-01, as demonstrated at the last GM. He gave the example of attaching a cap to the charges for direct assignments.

Fahad said at the last GM various options were presented and the Executive Board asked members what they wanted. He said that, based on the feedback, the Board went with Version A as the best means of implementing 2007-01. He added that from looking at the mailing lists some people were not happy with Version A so the alternative was provided.

The Chairman said that Version B is basically the existing charging scheme with the budget for 2010 taken into account. He said this was a minimum change option.

A member asked, if the membership opts for Version B, would the Board look to create a charging scheme more in line with Version A in the future but that addresses the fears of some members.

The Chairman said it has not been discussed so far because the Board hoped Version A would be adopted. He said if the members asked them to consider different options for the future then the Board would do so.

A member asked to what extent predictions about non-members not paying their bills were taken into account. He said he assumed it was likely that non-members would be less likely to pay their bills as members of the RIPE NCC. He said in the worst-case scenario, if non-members did not pay their bills, then Version A would work out the same as if Version B was adopted.

Jochem said he made a larger provision for bad debts in the budget for 2010. He added that he did not expect a huge income from direct End Users in any case.

A member said Version A makes those parties who are the cause of expenses for the RIPE NCC actually pay for it. He said Version B would disregard inequality of effort on the part of the RIPE NCC. He said his preference was for Version A because it was more transparent and more just. He also said that, in future, if a policy is likely to be passed then there needs to be a clear idea, from both the RIPE community as well as from the RIPE NCC and its Executive Board, of what the implications of that policy for expenses will be. He said this is something that should be considered by all sides if a similar situation arises in the future.

The Chairman acknowledged this point.

A member said the old rules state that members pay for services and not for resources, so Version A violates this principle. He also said that Version B is unnecessary because the category boundaries can be adjusted to garner the extra 8 percent.

Janos said that with PI and direct assignments there is a cost associated with the assignment itself, so the charging scheme is an activity-based costing model. He said the cost increase was not related to the amount of addresses because you pay for the assignment and that can contain a small or large amount of address space.

The formal resolution:
"The General Meeting adopts the RIPE NCC Charging Scheme 2010 - Version A."

The Chairman proposed a vote by show of hands. Following that, he said the result was too close to call so he asked for a ballot vote.
122 votes were cast with the following result:

  • For: 74
  • Against: 41
  • Abstain. 6
  • Invalid: 1

The resolution was accepted.

8. RIPE NCC Articles of Association
Jochem gave a presentation on the proposed changes to the Articles of Association.

Jochem explained that changes to the Articles of Association would be needed to support e-voting and also that this was a good time to introduce any housekeeping changes that were necessary.

A member said voting during the General Meeting should be scheduled for a particular time that would take into considerations international time zone differences.

The Chairman acknowledged the comment and will incorporate this in the new voting procedure.

A member said he was surprised that the Executive Board did not take this opportunity to make changes to the rules on proxy voting contained in the Articles of Association.

The Chairman said the Board would look at this issue over the next year.

A member asked that General Meetings should be convened earlier in future to avoid situations where they run very late.

The Chairman acknowledged the comment.

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 9 September 2009."
"Furthermore, the General Meeting instructs and authorises the Executive Board to perform or to have performed all that is required to have the amendments executed before a Dutch civil law notary, including but not limited to the translation into Dutch by certified translator and final amendment at the request of the notary or RIPE NCC's lawyer of the exact wording of the amendments in Dutch, and the amendment of any cross-references to the Articles of Association in other documents to bring these in conformity with the Articles of Association as adopted in this General Meeting."

The Chairman said a change to the Articles of Association requires a two-thirds majority vote in favour, so a paper ballot was necessary.
122 votes were cast with the following result:

  • For: 100
  • Against: 18
  • Abstain: 3
  • Invalid: 1

The resolution was accepted.

9. Close

The Chairman thanked the members for attending the GM and officially closed the meeting at 20:11 local time.

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