Minutes 2nd Executive Board Meeting

Amsterdam, 16 December 1997 0900-1200.

Attending:

Kees Neggers, Frode Greisen, Wim Vink, Wilfried Woeber, Keith Mitchell, Daniel
Karrenberg and Karel Vietsch for part of the time.



0. MINUTES/AGENDA

0.1. Approval of Agenda

The original agenda was approved though additional discussions took place as
detailed in these minutes.

0.2. Minutes of Previous Meeting

The minutes of the previous meeting, held by telephone on 20/11/97, were
presented and approved without amendment.

1. EXECUTIVE BOARD APPOINTMENTS

1.1. Chairman, Treasurer, and Secretary

Based upon discussion prior to and during this meeting, the following
appointments were made:

Resolutions:

EB02 - 01
The RIPE NCC Executive Board, hereafter referred to as the Board, appointed
Keith Mitchell as Chairman of the Board

EB02 - 02
The Board appointed Wim Vink as Treasurer of the Board

EB02 - 03
The Board appointed Wilfried Woeber as Secretary of the Board

2. PERSONNEL FUND

2.1. Personnel Fund Management Board

As described in the articles of association, the RIPE NCC Personnel Fund is
governed by a management board of either three or five persons. The Board
(although officially Terena in the initial phase) should appoint one member of
this management board. The other two or four members are appointed by the RIPE
NCC employees.

It was reported that the employees have decided to appoint two management team
members. After a very enthusiastic reaction, the employees finally appointed
Olaf Kolkman and Naomi de Bruyn to the management team. Therefore, on the
advise of the Board, TERENA appointed a third and final member.

Resolution

EB02 - 04
The Board advised Terena to appoint Kees Neggers as a member of the RIPE NCC
Personnel Fund management board


2.2. Personnel fund Articles of Association

It was reported that Karel Vietsch will go to the notary on 23 December 1997
in order to formally establish the Personnel Fund. This has to be done before
any contract can be made, and any money made over. If it is done on 23 December then there is enough time to do the other steps before 1998 begins, and the tax window is gone. The proposed draft of the Articles of Association was presented to the Board. After some discussions, some minor changes were suggested and the revised draft, as appended to these minutes, was approved.

Resolution

EB02 - 05

The Board approved the amended RIPE NCC Personnel Fund Articles of
Association and the formal establishment of this foundation.

2.3. Agreement between Personnel Fund and Employer

Before any money can be transferred from the RIPE NCC to the Personnel Fund a
contractual agreement has to made between the two parties. Until 31 December
1997, the employer is Terena and so Terena will be signing the documents. As
Terena will itself only have the liability for a very short period, they wanted the approval of the Board.
It was pointed out that if the Personnel fund is set up to benefit all employees(those on fixed and permanent contracts) then company tax liability for the 95/97 period would be reduced to approximately ECU 90,000 and it could be argued that, as RIPE NCC makes no 'structural profit' it would not be liable for such company tax. If benefit from the Personnel Fund were to be
limited to those with indefinite contracts, a tax liability of approximately
ECU200,000 would remain. After some discussions on these options it was decided that an amended agreement be approved in which only those members of staff with permanent contracts benefit, in accordance with usual practice in the Netherlands.

To substantiate the liability of the RIPE NCC Association to the Personnel
Fund, the Board asked TERENA to transfer ECU 100,000 to the fund in 1997. The
Board was informed that this would not cause cash flow problems.

Resolution

EB02 - 06
The Board advised Terena to sign an amended agreement with the RIPE NCC
Personnel Fund.


3. MANAGEMENT REPORTS


3.1. NCC 1997 Cash Flow Report

Cash flow figures were presented for 1997.
Improvement were reported in the total of old, outstanding debts due mostly to
the reminder work done at the beginning of the forth quarter. The Board was assured that the cash levels of the RIPE NCC project at the end of 1997 will not drop below ECU 300,000.

3.2. Development of IANA

The Board was briefed about the continuing state of flux regarding the
restructure of IANA.


3.3. Interaction between RIPE NCC Executive Board and Management

Some preliminary, unscheduled discussion took place regarding interaction
between the RIPE NCC Executive Board and the management. The Board expressed the opinion that the day to day operations of the Association and external representation are tasks for the Management. They wish, however, to be informed of any significant developments and to be provided with a monthly topical report to include an update of the profit and loss account.

4. NEXT MEETING

Resolution

EB02 - 07
The Board decided that the next RNEB meeting will be held on 3 March 1998 at
the RIPE NCC office, Amsterdam.


5. ANY OTHER BUSINESS

The Board requested that the management look at the issue of liability
insurance to protect both the management and the Board of RIPE NCC

Meeting closed

SUMMARY OF RESOLUTIONS

EB02 - 01
The Board appointed Keith Mitchell as Chairman of the Board

EB02 - 02
The Board appointed Wim Vink as Treasurer of the Board

EB02 - 03
The Board appointed Wilfried Woeber as Secretary of the Board

EB02 - 04
The Board advised Terena to appoint Kees Neggers as a member of the RIPE NCC
Personnel Fund Management Board

EB02 - 05
The Board approved the amended RIPE NCC Personnel Fund Articles of
Association and the formal establishment of this foundation.

EB02 - 06
The Board advised Terena to sign an amended agreement with the RIPE NCC
Personnel Fund.

EB02 - 07
The Board decided that the next RNEB meeting will be held on 3 March 1998 at
the RIPE NCC office, Amsterdam.