RIPE NCC General Meeting October 2013 - Minutes
1. Welcome, Preliminaries
The RIPE NCC Executive Board Chairman Nigel Titley opened the RIPE NCC General Meeting (GM) at 18:00 (UTC +3) on 16 October 2013 and welcomed attendees.
2. Financial Update and Outlook 2013
The RIPE NCC's Chief Financial Officer, Jochem de Ruig, gave the financial update for the year so far and the outlook for the rest of 2013.
The presentation is available at:
https://www.ripe.net/lir-services/ncc/gm/october-2013/presentations/1.GMFinancialUpdateQ3.pdf
A member said that although the figures were good, they did not reflect what the Executive Board committed to at the previous General Meeting, which was to operate at a loss and not put more money in a bank account.
The RIPE NCC Executive Board Treasurer, Remco van Mook, said the RIPE NCC was currently running on the budget set for 2013 and the Board would not change the budget for an ongoing year. He added that the RIPE NCC was working to keep costs under control and make the RIPE NCC more efficient. He said that the RIPE NCC Charging Scheme 2015 would be set at the next General Meeting, and he would be surprised if the fee set was not lower than it currently is.
A member asked Jochem if the new “one LIR-one fee” Charging Scheme made a difference to the workload and costs experienced by the Finance Department at the RIPE NCC.
Jochem said there was not a huge difference. He said the fee calculation was easier to make but the same amount of invoices had to be generated and the EUR 50 fee for provider independent (PI) resources remained. He added that a new billing system added to the administrative workload in 2013 but this would lead to more efficiency in the years ahead.
A member asked how much of the RIPE NCC's revenue came from PI address space.
Jochem said this figure was approximately EUR 500,000 out of a total of approximately EUR 20 million.
The member asked what was the impact on the registration services workload of the PI address space work.
Jochem said there was no exact figure for this because the analysis currently performed did not separate the work on PI address space from general registration services work.
A member asked if the Board had any initial thoughts about what to do with the financial surplus from 2013.
Remco said that the Executive Board would discuss giving a rebate to the members, as had been done previously to lower the RIPE NCC reserve.
3. Reports from the RIPE NCC
The RIPE NCC's Managing Director, Axel Pawlik, gave the presentation of the RIPE NCC Reports in the RIPE NCC Services Working Group at RIPE 67 from 16:00-17:30 (UTC +3) on 16 October 2013. General Meeting attendees that were not registered for the RIPE 67 Meeting were welcome to attend this session.
The presentation is available at:
https://ripe67.ripe.net/presentations/264-AXEL-Services-WG.pdf
4. Draft RIPE NCC Activity Plan and Budget 2014
Axel Pawlik gave a presentation on the Draft RIPE NCC Activity Plan and Budget 2014. The presentation is available at:
http://www.ripe.net/lir-services/ncc/gm/october-2013/presentations/2.ReportfromManagingDirector.pdf
A member complimented the new format of the Activity Plan and Budget, saying it was a very clear document and that he would be recommending it to colleagues who create similar documents.
A member thanked the RIPE NCC for its regional outreach and support of the Eurasia Network Operators Group (ENOG). He asked for more detail to be provided on the RIPE NCC's proposed work on extending outreach to the various regions.
Axel noted that the RIPE NCC's Director of External Relations, Paul Rendek, was based in Dubai and that the local community was pleased with his work there. Axel said the RIPE NCC would look to hire other people for the regions who speak the local languages.
A member suggested, regarding the RIPE Database, that he would like to see statistics regarding system failures that might occur even if the database itself looks operational. He said the number of broken software rollouts should have a defined maximum amount and defining targets like this could increase optimisation of the database.
The same member said there was a specific item in the Activity Plan and Budget for RIPE Labs, but there should be a defined activity for improving documentation and how to find it on the official RIPE NCC website. He said errors in the website regarding such matters as the date of software releases and other metadata information were not helpful. He said that for all documentation it should be noted who decided that this would be the most up-to-date information and on which date it was decided.
Axel thanked the member for his comments and said that they would be reflected in the minutes of this General Meeting and they would also be discussed internally at the RIPE NCC to see how this area could be improved upon.
5. Report from the Executive Board
The Chairman of the Executive Board, Nigel Titley, gave the report from the Executive Board. The presentation is available at:
http://www.ripe.net/lir-services/ncc/gm/october-2013/presentations/3.ReportfromtheExecutiveBoard.pdf
A member noted that although the Executive Board does not influence RIPE Policy, it does contribute to the RIPE NCC's Impact Analyses on policy proposals. He thanked the Executive Board for its contribution to these documents.
A member asked to what extent the reduction of the RIPE Meeting fee was a formality because the new reduced fee was the same as the previous early bird fee that most attendees would have paid anyway.
Nigel said that this was mainly a formality.
A member suggested giving free RIPE Meeting tickets to students or other young participants.
The RIPE NCC's Chief Communications Officer Serge Radovcic noted that the RIPE NCC was already doing this through the RIPE Academic Cooperation Initiative (RACI), which offered free RIPE Meeting tickets to students. He noted that we would continue to offer this initiative and would engage in efforts to increase awareness of the program. He also noted that the student fee for RIPE Meetings was much lower than the standard fee.
A member thanked the Executive Board for all its work, saying the organisation was very well run. He voiced some concerns about the size of the reserve and added that if the RIPE NCC could avoid increasing its reserves and making surpluses then this would be appreciated by the membership.
6. Amendments to the RIPE NCC Conflict Arbitration Procedure
The Chairman of the Executive Board, Nigel Titley, presented proposed updates to the RIPE NCC Conflict Arbitration Procedure. He noted that the members would vote to accept or reject the new procedure at Agenda point 8. The presentation is available at:
http://www.ripe.net/lir-services/ncc/gm/october-2013/presentations/4.ArbitrationProcedure.pdf
A member asked how many times this procedure has been used in the past year.
Jochem de Ruig responded that it had not been used in the past year.
Jaap Akkerhuis, one of the members of the arbiters panel, said there was a case ready for arbitration but the party calling for arbitration decided to withdraw the case. He said this is something that happens on occasion. He added that there were two full cases for arbitration in the last two years.
The RIPE NCC's Legal Counsel, Athina Fragkouli, noted that details regarding all arbitration cases are published on the RIPE NCC website.
7. Amendments to the RIPE NCC Articles of Association
The RIPE NCC Executive Board Treasurer, Remco van Mook, outlined the proposed amendments to the RIPE NCC Articles of Association. He noted that the members would vote to accept or reject the amendments at Agenda point 8. The presentation is available at:
A member said there could be a year when there are six members of the RIPE NCC Executive Board, which could lead to a situation where there is a problem of there being a split vote.
Nigel said that, in practice, the Executive Board tried to reach unanimous decisions and if this was not possible, the issue would be further discussed.
A member said that the new article 16 referred to article 17.1 and he wanted to know the reason for this.
Athina Fragkouli explained that article 17.1 says that the Executive Board decides the technical procedure and requirements for voting electronically at the General Meeting, so this is why the proposed new article 16 refers to article 17.1. Remco added that this means the Executive Board therefore will decide what should be required in terms of identification.
The member asked, in relation to the reasoning given for the expansion of the Executive Board, if there were particular gaps in knowledge that the Executive Board wanted to address.
Remco said it was more an issue of having enough people on the Executive Board to cover all the issues that arise. He said the amount of work had increased considerably over the previous years and they wanted to be sure they had enough Board members to be able to deal comfortably with everything that arose.
A member asked if it was the sitting Executive Board who decided how many members should be on the Executive Board.
Remco responded that the Articles of Association state the minimum and maximum number of Executive Board members that there should be. He said the resolution before the members would increase the maximum number from five to seven if passed. He said the Executive Board would like to make the increase to seven Board members in two steps, moving to six in 2014 and seven in 2015.
The member asked if there might be more than one election in a calendar year if no candidates were nominated for the Executive Board elections.
Remco said this was indeed a possibility.
A member said that there would be three available seats at the next election for Executive Board members, and he asked if this would create some instability on the Executive Board.
Remco said that potentially there would be three new Board members and three sitting Board members, and the current Executive Board believes this would not provide instability. He said the decision to gradually increase the number of Board members meant there would not be a situation where there were more new Board members than sitting Board members at any time.
A member asked, given a stated reason for expanding the Executive Board is to better represent a more diverse membership, was there a plan to reach out to sectors not represented on the Executive Board to seek candidates. He suggested that if this is the goal of the Executive Board, the Board members should work with the RIPE NCC to attract more candidates reflecting a more diverse membership.
Remco said there was no explicit plan to do this but that the Board would be in favour of reaching out to people with the goal of having a more representative Executive Board.
A member asked if the desire to have staggered terms on the Executive Board was a reason to phase in the expansion of the Board over 2014 and 2015.
Remco said that this was a big factor in the decision to incrementally phase in the expansion.
The member encouraged the RIPE NCC membership to become involved in the RIPE NCC's corporate governance to ensure there was not a case where there would be too few candidates to have an election.
Remco agreed wholeheartedly with this sentiment.
A member asked if there would be an election if only three candidates stood for three available seats.
Athina said that rather than having an election, the General Meeting would have to approve the appointment of the candidates.
A member said he was concerned about the fact the there would not be an election if there was the same number of candidates as seats available as members would only be able to vote for or against their appointment.
Remco said the Executive Board would take this on board but it was up to the membership to make further nominations if there were the same number of nominations as seats available.
A member said that he also would prefer to see an election.
8. Voting on Resolutions
The RIPE NCC's Membership Communications Officer, Fergal Cunningham, explained the procedure for voting on resolutions. The presentation is available at:
http://www.ripe.net/lir-services/ncc/gm/october-2013/presentations/6.VotingattheGM.pdf
A member asked if the electronic voting opened at a specific time or when someone activated the voting mechanism.
Fergal explained that the voting was activated as soon as Nigel declared the voting period open.
At this point, Nigel read the resolutions for the membership. The resolutions were as follows:
Resolution 1
"The General Meeting approves the new RIPE NCC Conflict Arbitration Procedure”
Resolution 2
"The General Meeting, in accordance with Article 21 of the Articles of Association, adopts the amendments to Article 8 of the Articles of Association as proposed and announced by the Executive Board on 18 September 2013."
"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 a 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."
Resolution 3
”The General Meeting, in accordance with Article 21 of the Articles of Association, adopts the amendments to Article 9 of the Articles of Association as proposed and announced by the Executive Board on 18 September 2013."
"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 a 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."
Resolution 4
"The General Meeting, in accordance with Article 21 of the Articles of Association, adopts the amendments to Article 16 of the Articles of Association as proposed and announced by the Executive Board on 18 September 2013."
"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 a 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."
After reading the resolutions, Nigel declared voting to be open. The General Meeting adjourned at this point until the announcement of voting results on Thursday, 17 October at 15:45 (UTC +3).
9. Announcement of Voting Results
The General Meeting reconvened at 15:45 (UTC +3) on 17 October. The RIPE NCC Executive Board Chairman, Nigel Titley, announced the results of the voting on the resolutions.
All four resolutions were approved by the RIPE NCC membership. The presentation giving the full results is available at:
http://www.ripe.net/lir-services/ncc/gm/october-2013/presentations/GMVotingResultsOctober2013.pdf
10. Close
Nigel Titley closed the General Meeting at 15:50 (UTC +3) on 17 October.