Guide to Changes of RIPE NCC Articles of Association

RIPE NCC

Date: July 2003

As a result of the members and stakeholders survey conducted in 2002, the RIPE NCC Executive Board has recently supported changes to increase the interaction between the RIPE NCC and its members and stakeholders. The purpose of these changes, such as rescheduling the General Meeting and introducing the RIPE NCC Services Working Group, is to increase the community’s ability to offer feedback on the activities and services of the RIPE NCC.

The Executive Board has also proposed changes to the RIPE NCC Articles of Association that would give the RIPE NCC greater operational flexibility. This would allow the Executive Board to respond to industry changes during the business year by making budgetary or activity adjustments, and reducing the operational dependency on the once-per-year General Meeting.

While the proposed changes would give the Executive Board more authority over the association’s activities and budget, the membership fees and Charging Scheme would still need to be approved by the membership at the General Meeting.

Some of these changes require changes to the Articles of Association; this document highlights and motivates those changes.

Article 1 - Name and seat
No change

Article 2 - Objectives
No change

Article 3 - Members. Candidate-members
Deleted section 2 regarding membership categories

Under the changed Articles, membership categories will cease to exist.
Instead, the Charging Scheme defines billing categories.

This change is needed in order to accommodate wishes from members
to allow for a broader range of categories. The Charging Scheme
is expected to develop over time. The definition of member categories has been deleted to avoid multiple changes to the Articles of Association.

Article 4 - Register
Deleted reference to membership categories and associated voting rights.

Article 5 - End of membership
No change

Article 6 - Contribution. Obligations
section 1: Deleted a reference to membership categories and added a provision
for the adoption of the Charging Scheme by the General Meeting.
section 2: no change

Article 7 - Executive Board
section 1: Wording changed to be more precise.

section 2: Changed the period of time that nominations by the Executive Board
need to respect. The reason for this is that the General Meeting is expected to
happen adjacent to the May RIPE meeting, which makes the timeline for the publication of the Annual Report tight. Thus a number of timelines associated
with the General Meeting shorten.

sections 3 and 4: No change

Article 8 - End of membership in the executive board, suspension and dismissal
sections 1 and 2: No change

section 3: More precise definition of the end of term for board seats.

section 4: Re-wording of last sentence of previous section 3.

section 5: Added the provision for the Executive Board to allow for
optimal staggering of terms.

section 6: Added termination of term by not adhering to membership requirements.

Article 9 - Executive board. General
No change

Article 10 - Duties of the executive board. Representation
section 1: Added responsibility for Activity Plan and Budget amendments.

This allows for greater flexibility during the business year, allowing for budgetary or activity adjustments to industry changes without the need for General Meeting
approval.

sections 2 to 4: No changes

section 5: Added missing section from Dutch text to English translation.

Article 11 - Management
No change

Article 12 - Approval of decisions of the executive board
No change

Article 13 - Financial Year
No change

Article 14 - Annual Report
No change

Article 15 - General Meeting
section 1: No change

section 2: Clarification of term “annual meeting”.

section 3: Shortened period between convocation of the meeting and date of the meeting to four weeks, and period for members’ resolutions to two weeks before the meeting.

section 4: Setting agenda points for the “Annual Meeting”, including wording
to define the discharge of the Executive Board.

sections 5 and 6: Setting other agenda points for general meetings during the
course of the business year.

sections 7 and 8: Were previously sections 6 and 7, no change

Article 16 - Attendance of general meetings. Voting rights
sections 1 and 2: No change

section 3: Deleted previous member categories and associated voting rights.
Introduced one vote per member.

This change in voting rights stems from the need to delete membership categories
from the Articles, in favour of the introduction of more flexible billing categories
per the Charging Scheme, to be adopted by the General Meeting.

RIPE NCC Counsel advises against the indirect modification of voting rights, if they were to remain tied to billing categories. Thus a simplified scheme of one vote per
member is introduced.

sections 4 and 5: No change

Article 17 - Votes
section 1: A clarification of “majority”.

sections 2 to 8: No change.

Article 18 - Convocation of general meetings
No change

Article 19 - Chair. Minutes
No change

Article 20 - Resolutions outside of meetings
No change

Article 21 - Amendment of the articles of association and dissolution
No change

Article 22 - Liquidation
No change

Article 23 - Definition of "in writing"
No change

Transitory provision

The earlier transitory provisions dealing with the details of the separation of RIPE NCC and TERENA were deleted.

A new transitory provision was added to allow for the adjustment of the terms of the current board members to be consistent with the new expiry provisions.

Final Provision

The final provision defined the duration of the first business year of the association.
It has been deleted.