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Discharge of the Executive Board

Discharging a board typically refers to releasing board members from potential liability for actions taken during their term.

Each year, the RIPE NCC membership is asked to vote on the discharge of the Executive Board (EB) during the General Meeting. Here we explain what this means.

Executive Board Duties

The duties arise from:

  • The law
  • The Articles of Association
  • Internal procedures/policies
  • Principles of corporate good faith

All duties the Executive Board performs must be done properly and for the best benefit of the RIPE NCC.

What is liability?

Liability is being legally responsible. If someone has damages because the Executive Board did not perform their duties properly, the Board is responsible.

Also, if the Executive Board does not perform their duties properly, they are exposed to liability.

Discharging the Board - What does it mean?

Discharging the Board releases the Board from being legally responsible for liability towards the association. I.e. for mismanagement or actions that damage the RIPE NCC as a whole (not individual members).

This is also only regarding activities as laid out in the Annual Report and Financial Report and only the Executive Board as a whole and not individual Board members.

Discharging the Board does not include:

  • Actions taken outside the scope of the EB duties
  • Actions or failures to act that are not clearly stated in the Annual/Financial Report
  • Liability towards external parties (including individual members)
  • The EB may still be liable for gross negligence or wilful misconduct or absence of good faith in the execution of their duties

What happens when the Board is Discharged?

By discharging the RIPE NCC Executive Board, members vote that the Board’s actions as described in the Annual Report and Financial Report have not damaged the association and releases them from liability.

The EB is then not legally responsible for damages:

  • Towards the RIPE NCC as an association (not towards individual members)
  • Caused by actions that are clearly stated in the Annual/Financial Report