Minutes 1st Executive Board Meeting

Present:

Frode Greisen

Keith Mitchell

Kees Neggers

Wim Vink

Wilfired Woeber

Daniel Karrenberg RIPE NCC General Manager

Paul Ridley RIPE NCC Business Manager

Preliminaries

In the absence of a chairman (who has yet to be designated by the board)  Frode Greisen suggests that Kees Neggers should chair this meeting. This is unanimously agreed.

The agenda is adopted as proposed by Daniel Karrenberg and previously mailed to the board.

Operational Appointments and Authorisations

General Manager

The following resolution is unanimously adopted by the board:

Resolution 1.1

The board today appoints Daniel Friedrich Karrenberg to the function of RIPE NCC General Manager as per article 11 of the statutes. There will be no remuneration for this function as long as Mr Karrenberg is employed by TERENA. The appointment will be confirmed from the board and becomeeffective upon written acceptance by Mr Karrenberg.

Interim Financial Procedures and Authorisations
The following resolution is unanimously adopted by the board:

Resolution 1.2
The Board directs management to draft appropriate financial  procedures as soon as practical.

In the interim the procedures presently used by TERENA shall be used as appropriate with the following changes:

For Secretary General read General Manager and for Executive Officer read Business Manager.

The internal financial authorisations will be:

Authorisation in kECU
Person			Commit				Payment
		alone		with another
_
Karrenberg 	5:		100			100
Ridley		5		50			100
Kuehne		5		50			-
Orange		5		50			-

The authorisations will take effect after the persons concerned have been appointed by the RIPE NCC Association.

The board notes the intention of the generalmanager to appoint Paul William Ridley as RIPE NCC business manager. There will be no renumeration for this function as long as Mr Ridley is employed by TERENA.

The board notes that per the procedures all payments need to be signed off by two people normally the bookkeeper and one of the  managers.

Power of Attorney

The following resolution is unanimously adopted by the board:

Resolution 1.3
The board decides to register powers of attorney for Daniel Karrenberg
and Paul Ridley with the Chamber of Commerce. Wim Vink is asked to sign the relevant paperwork for this registration.

Documents and Policies

Standard Service Agreement

The following resolution is unanimously adopted by the board:

Resolution 1.4
The board approves the Standard Service Agreement as presented
by management, with minor amendments. The final text of the agreement is appended to these minutes. Management is authorised to publish and implement the Standard Service Agreement.

General Terms and Conditions

The following resolution is unanimously adopted by the board:

Resolution 1.5
The board approves to adoption of the General Terms and Conditions as presented by management, with minor amendments.  The final text of the agreement is appended to these minutes. Management is authorised to publish and implement the General Terms and Conditions.

Transfer Agreement

The following resolution is unanimously adopted by the board:

Resolution 1.6
The board approves both the Sale and Purchase Agreement and the Deed of Transfer document which govern the transfer of assets and liabilities from TERENA to the association according to the principles established in ripe-164.

The board asks Wim Vink and, if two signatures are legally required,Kees Neggers to sign the documents on their behalf, after TERENA has also agreed to these documents.

In answer to a question from TERENA "what if at a later date the TERENA financial accounts 1997 appear to be wrong and need to be adjusted with respect to the RIPE NCC project" the board expresses the opinion that this is covered by the reasonabless clause and therefore article 3.5 will apply for any properly audited adjustment as well.

Note: TERENA is expected to discuss and agree to the document on November 25th. The deed of transfer document should be postdated 31 December 1997.

The board thanks Karel Vietsch and Paul Ridley for the effort they have put into preparing this document.

Arbitration Procedure

The following resolution is unanimously adopted by the board:

Resolution 1.7
The board approves, with minor amendments, the publishing of Daniel Karrenberg's arbitration procedure draft, to be used as the RIPE NCC arbitration guidelines.

Daniel Karrenberg is asked to add text to the document stressing that
it is planned to refine the procedure in consultation with the membership in the course of 1998. The arbitration procedure is appended to these minutes.

Operational Decisions

Additional Office Space

The following resolution is unanimously adopted by the board:

Resolution 1.8
The board decides to rent additional office space at Singel 256 in Amsterdam  and to carry out the necessary refurbishments as proposed by  management  within the budgetary constraints given in the proposal. The board asks management to implement this decision  and gives authorisation to enter into the necessary contracts.

This decision is contingent on the conclusion of the transfer agreement between TERENA and the association.

Management Reports

RIPE NCC Cash Flow
The RIPE NCC management after reporting the present cash flow situation stressed that they would put emphasis on gaining timely payments from the Contributors.

Development of IANA
The board notes the information presented by management on IANA developments and asks management to give a further update at the next board meeting.

Personnel Fund

The board notes that legally it is TERENA who will incorporate the foundation, appoint one foundation board member, make an  agreement between itself and the foundation, and send a letter regarding the foundation to all staff. However since the result all of these actions will soon become the board's responsibility it is deemed essential that the board make TERENA aware of its opinions regarding the  above.

A number of general points are made, and a decision taken to email all other details to Paul Ridley who will compile them and pass them on to the TERENA executive board before their meeting on 25 November.

Next Meeting

The board decides that the next meeting would be a physical meeting in Amsterdam on Tuesday 16 December 1997. The meeting will start at 0900 and finish at 1200.