Stenography Transcripts

RIPE NCC AGM
24 October 2017
6 p.m.

CHAIR: Good evening, ladies and gentlemen.  Welcome to the General Meeting of the RIPE NCC membership.  We have an exciting and packed programme for you. 

First of all, there is the report from the RIPE NCC, which you will have already seen if you were in the NCC Services Working Group.  And then next along there is the report from the Executive Board, which is given by me. 

I am Nigel Titley, the Chairman of the RIPE NCC Executive Board.  Executive Board members:  There is myself, Nigel Titley; there is Remco, the Dutchman; Christian, the German; Dmitry the Russian; Maria the Swede; Salam, the Lebanese; and Janos, you're Hungarian.  We are fairly well spread out across the region. 

We have had a couple of meetings since the last GM, a couple of Executive Board meetings, we had one on the 9th June and one on the 8th September, and we try and publish the minutes of board meetings within two weeks of the meeting taking place, it does depend somewhat on how quickly the Executive Board gets around to approving the minutes ‑‑ we don't approve them, we approve them for being published in draft, but it has to be go around us first and then it gets out onto the website, but within two weeks, we hope of the meeting taking place. 

And we also publish a summary of the decisions in case you don't want to read all the way through the minutes.  And of course we always welcome comments on the minutes and preferably to the members discuss mailing list. 

This year, we held a strategy workshop.  And we held it in conjunction with the June board meeting to save on travel costs and we held it in Amsterdam to save on accommodation costs, and we had a full day strategy session with the RIPE NCC senior management and we had a long look at what areas of focus we think we should look at and concentrate on for the next three years, and there were some fairly full and frank discussions. 

Axel has already spoken to these focus points so I'll just quickly reiterate them.  Most important, probably, is service delivery and the registry and RIPE database; and that after all is probably our core business.  We need to talk to everybody, carry out effective engagement with all of the stakeholders, which is mostly you guys, the members. 

And, obviously, we need to strengthen the global RIR system, because if that collapses, then chaos will take place. 

And obviously we need to understand the membership base so that we can work to meet your needs. 

And we won't know what those are unless you tell us. 

At the June board meeting, as opposed to the strategy meeting, we approved updates to three procedural documents and terms and conditions.  We approved the document Terms of Service, RIPE NCC website and publicly available RIPE NCC Services, which describes how the website and the NCC Services can be used.  And we thought about the Strategy Meeting with the Senior Management Team and we finalised the three‑year focus points. 

We had a board meeting in September, fairly recently.  We approved the draft activity plan and budget, which has been published for sometime. 

We agreed the RIPE NCC's plans for engagement in IOT activities.  This is an extension to what they would normally be looking at, so we approved this as an extra area of activity. 

And we approved the draft agenda and resolutions for today's GM, this is something we always do prior to a GM. 

And finally we agreed to announce the RIPE NCC Community Project Fund selection committee members, which has also been done. 

Surplus.  We had, despite our best efforts, made a profit again this year, and ‑‑ but we're even more pleased that members have got control over what is done with it.  As, you know,  this is a mechanism we agreed with the Dutch tax authorities and we either keep any profits and pay tax on them, or we give them back to you, and you decide.  So there will actually be a motion that you can vote on later on in the General Meeting to decide whether or not to keep the profits and get a rebate on next year's fees, or whether to add them to the RIPE NCC's fund and pay Corporation Tax on them.  Corporation Tax is about 25% in the Netherlands. 

This year, we think we have probably got enough in the reserves, so we would suggest that you actually vote in favour of returning the money to yourselves. 

Ongoing work:   

Well, we need to finalise the activity plan and budget for 2018, this is work that never seems to end.  We need to carry on with membership and community engagement which largely involves a lot of travel, going to MENOG meetings, ENOG meetings and the like. 

We need to keep up to date with RIPE policy discussions and also membership discussions and we need to look at policy proposals to check whether or not there'll be an impact on the RIPE NCC. 

We need to supervise the RIPE NCC management.  This is really one of our main raison d'etre, to keep an eye on Axel and the Senior Management Team, not that I think they'll run off with the surplus, but you know we have to keep an eye on them. 

Finally, there's liaison and cooperation with other RIR boards. 

We are your representatives.  We need to know what you want us to do.  And there are various ways of getting through to us.  You can tell us now at the GM.  You can tell us informally, wherever you meet us, in the coffee breaks, wherever you see us, wherever you bump into us.  On the members discuss mailing list which we all monitor or you can e‑mail us directly on execboard@ripe.net and that gets through to the Board and we all watch that one as well. 

Any questions?  Okay.  No questions.  So, I will move onto the next part of the programme, which is the draft RIPE NCC Activity Plan and Budget 2018, and this is Axel. 

AXEL PAWLIK:  So, me again, I think we can make this a short one because you certainly have all read it and would have had contacted me if you had any questions, right? 

So, high level overview.  We have heard that we should make the document easier to understand, make it simpler, put maybe less stuff in it and just, you know, take it down to the essentials.  We strive to do this.  The executive summary now gives a survey of the ‑‑ an overview of the key activities, and the key items in the budget, external relations and member outreach has been put together.  The style, as you will have noticed, looks a bit more like the annual report; I think it's all quite simple and sleek and elegant.  Lovely pictures in there also to make it easier for to you gasp some of the facts.  Generally, we aim to increase transparency and to give you the data and, you know, generally what we also have is, in the report, the transparency data information on services, whether the services grow or whether they are staying as they are, so expenses there or whether they shrink maybe a little bit and may have something of all of this.  Those are things that we are doing because we heard from you we should be doing stuff like that. 

Focus points.  You have heard it.  Registry, engagement, RIR system, member base, just so that you really remember that. 

A couple of figure clarifications.  FTEs, full‑time equivalents where we list them, they are slices of people, it's not full one bodies on the particular activities, the effort throughout the organisation towards a particular activity. 

OPEX, is direct expenses and FTE cost. 

CAPEX is the investments that we do take as assets for particular activity. 

Jumping right into it, registry maintenance probably not a big surprise after what you have heard this afternoon.  It's growing a bit.  Accuracy of the registry is our top most priority and we need to do more on just more activities there and just more work.  Fraud, hijacking, Andrew went through this, it's exciting and sometimes somewhere funny also what people come up with but it's also putting a lot of effort on our people, so, that's where some of the money goes. 

We try to be reasonable about getting on your nerves and, you know, good customer service and keeping the data up to date and accurate.  And yeah, value update operations for our members, something that we strive to increase, so that goes up a bit. 

Other registry services.  RIPE database on the same level.  Resource certification, decreasing over the next year cost, that's because we said we'd work on the validator, reimplement this and we are doing this and by early next year we'll be done with it and that cost falls off.  LIR portal because of work being done on that and making it easier to work W and between the portal and the database, we invest there. 

RIPE Stat is expanding.  More data sets, you have heard the talk this afternoon from, by Christian, data visualisations, making things easier to grasp, again, and also the country reports that go in that, so, RIPE Stat expenses are expanding. 

Similar for RIPE Atlas and the RIS.  Like I said earlier, we want to reach as many ASNs as possible so we still work on pushing that out, the probes out, and getting them distributed around the world.  Also, making the interface easier to work with, and last but not least the amount of data is frightening, so the back end needs to be pumped up as well and that's where the Capex goes. 

Other expanding things, membership lifecycle management, more members coming in, lots of more members coming in, so some attention to that as well and processes we are work to go make it easier and more enjoyable to work with us. 

Ongoings, on the same level before, the near realtime mirroring of the database, proxy service and LIS registry, sort of on a low level, but that's not changing significantly. 

DNS and route operations.  K‑root is growing, we are in the process of formalising external party relation ships of signing contracts, sometimes there is a bit of money attached to that, but also a better service, or a more reliable service, maybe.  Predictable.  And again, capacity in bandwidth and the like, just to be able to fend off attacks as they happen, also just the regular growing query rate. 

Outreach and engagement.  Again, that's ongoing.  We put lots of effort in there, but on the overall level it's sort of similar to this year. 

Good of the Internet.  Similar to this year.  And you'll see what we are doing there.  RIPE meetings.  Generally, ongoing.  The meetings are growing a little bit.  Some are more expensive than others depending on where we go and how big the meeting S we try our best to get good prices and the numbers here exclude sponsorship fees and meeting fees that we get in. 

Other coordination services.  Data analysis, RIPE Labs, scientific support, getting the interesting stuff written up and out to you, it's expanding.  And decreasing is IPv6 support, RIPE policy and community support and the various iSTAR, ICANNA, IANA, IETF, ISOC and other RIRs cost.  That doesn't mean it's less important, it's just that this time there is less money flowing in there. 

RIPE policies, you have seen it's not currently that much in volume, but, yeah... it's still important. 

So, internal activities.  It's ongoing, IT including help desk system, admin, colocation, and storage and 24 by 7 services.  Management, HR, including recruitment, secretarial, stuff like that, it's ongoing. 

What is expanding a little bit is IT security, finance and administration.  Again, the thing is growing, more members, need more support there. 

Summary, again, you have seen that slide before I believe.  Membership growth 16%, we predict increases in expenses 6%; staff increase; 4%, membership fee for next year, 1400, you knew that; surplus probably just over 6 million as Nigel said we try to keep it unchecked the surplus, but it's hard for to us do.  Cost per LIR is decreasing by 4%, that's an important number.  The cost per LIR is for next year expected to be 1436, so our goal really is to shave the 36 off and then we have the cost per LIR similar or the same as the membership fee, that would be great.  It's lovely to have more money coming in that stems from the signup fee, but it's not a reliable income factor, we have seen that last decade somewhere, something we want to aim for in terms of stability, for the future. 

Questions good people? 

AUDIENCE SPEAKER:   Hi.  Kurtis Lindqvist from LINX.  When I got the activity plan, I debated with myself that I should pose some questions on the mailing list or save them for the General Meeting, and I actually deliberately saved them for the General Meeting because I wanted to have a discussion in person.  I wasn't ‑‑ when I read the activity plan I thought this is a really strange activity plan and you said something in the NCC Services today that intrigued me a bit.  This is going to be a question, I promise, but let me give you my thoughts on this was that, if you read the strategic direction of this and all the activities you outline, including the external activities, it's all expansion.  Nothing in there explains to me as a member what you plan to do to increase the efficiency of RIPE.  In NCC Services you said there was plenty of efficiencies being done and none of them is mentioned in the activity plan. 

I actually think as a member, I am surprised that a senior management and the board issues an activity plan in 2017 that nowhere addresses efficiency improvements in the organisation.  And I think that's really worrying.  As you alluded to, we have been there before, we became overconfident, we left the organisation just expanding, and there was no plan for sustainability for cutting back the current operational overheads.  This is 2017, digital transformation is what everyone is doing, there is nothing in there that shows me how NCC is doing.  I actually request that you republish that and you explain to us as members how you are planning to increase the RIPE NCC efficiency next year and the coming years because if you don't have that plan I'm really worried ‑‑

AXEL PAWLIK:  Thank you for that.  I take that on as a comment.  I know that we are doing things, and apparently the writeup is not clear enough, we should add‑on that and I'll see what I can do about that. 

KURTIS LINDQVIST:  Okay.  That wasn't really an answer.  I don't want to blame this on the report.  I actually want to know what you are doing.  This is not an issue about the format or the text in the report.  The issue is that a Senior Management Team and the Board published an activity plan without a single mention on efficiency improvement.  None.  That's not down to the writing of the report.  I'm not pointing at the report.  I am pointing at you guys. 

AXEL PAWLIK:  As publishing the report.  Fair enough.  I believe we are doing things.  You have heard a little bit of what Andrew said this afternoon.  We are looking at processes, streamlining processes, and that is something that's not entirely new, that is currently a new set of activities that we do again.  We look at website, at the interaction with us, making it as easy as we can currently do it and then we can reiterate on that again.  We have done that before a couple of years ago also.  And I think we had quite some success with that. I think the processes of interaction with the RIPE NCC like ten years ago were extremely Byzantine and interesting.  I think we whittled them down quite significantly and again that's something that we are continuously looking at and we have a new set of activities that currently, as Andrew pointed out, especially aimed at those things.  He mentioned the ticketing system as well, that's a really old past that we are using internally, finally it can took us a long time, but finally we are throwing that out over the next couple of days, next weeks and we hope that will also enable that we can do more work internally, with obviously the same cost. 

KURTIS LINDQVIST:  Okay.  Clearly I'm the only one who cares about this topic.  But I'll ask a follow‑up question then.  With these improvements that you are doing during 2018, are you hiring more staff?  Which again surprised me greatly to be honest.  I don't see that scaling going forward.  So what's your feel for 2019 then?  Is there going to be a staff reduction?  Will there be a staff freeze?  Because, again, again I don't blame the report, from your actions it's very hard to see how you see this scaling.  Extremely hard from what you just told me,  for me, to get a picture that anything just mentioned will actual scale down.  Those are all nice things to do the internal processes but they are not going to scale. 

AXEL PAWLIK:  I hear you.  I said before that it's not my goal to grow the RIPE NCC beyond all, you know, reasonable expectations.  We see a very significant growth in membership, very significant.  And we need to get those people on board and get them services as well.  So, if you see the difference like 16% increase in membership, 4% in staff, I don't think it's unreasonable.  I would foresee that over the next five years or so, we would probably see a decrease in the growth, and we would be able to streamline further. 

AUDIENCE SPEAKER:   Freddie Kinsella from ‑‑ I think Kurtis makes here a very valid point.  The thing is, we have surplus, surplus, surplus, over years and years.  When you have too much money, you start doing things which are probably not too focused or you put on some fat, and... so... yeah... I think that is what Kurtis wants to say.  You, as an organisation and the Board, especially, has to look closely that we're not spending money which is not needed.  And if you are on a tight budget you start thinking how can I invest money wisely, and if you are not on a tight budget, and this organisation is not in a tight budget any more since we have year‑after‑year surplus, which I am criticising as, you know,  so, that's the point, I think that that is what Kurtis wants to say. 

CHAIR:  Can I just make a reply to the general question?  One of the things that the Board strategy retreat actually identified was efficiency, and we have given ‑‑ one of the things we identified was poor efficiency, poor quality of service to members, and the rest.  And one of the things we told Axel and his Senior Management Team to sort out were these problems, and so that is being examined; it's been identified by the Board and the NCC is being encouraged to address it.  And the board will actually be watching that over the next few months.  So this is not going to be just passed over again.  It is actually going to be chased up. 

AUDIENCE SPEAKER:   Peter Hessler with Hostserver.  At my previous company, we joined RIPE for the sole reason of getting IPv4 address space, and I predict that a non‑trivial amount of the growth you are seeing is from that, and once that pool is depleted the growth will go almost to zero is my prediction.  It doesn't need to be answered now, but as a member, I would like to see a more long‑term plan of what will happen at that point.  We have a surplus now and that's great.  And I see that the plan is to get roughly one‑to‑one of the annual membership fee is approximately how much that the RIPE NCC wants to spend and that's very good, but ‑‑ and then after the runout, let's say in ten years when IPv4 becomes less important, a lot of LIRs will stop, will cancel and a lot of money will dry up and that may be a very sudden event.  So that could be ‑‑ that follows on, I think, to Kurtis's question of like a longer term plan there. 

AXEL PAWLIK:  Absolutely.  As you say the adjustment of the cost to the fee is the first line of defence, we have been bitten by that a long time ago.  That's looking good.  I agree with you, and I think ten years is very generous.  I think it will happen earlier, and right now one of the actions I have from the Board is to realign the company with that future.  And we are aware that we are living in a time of luxury currently, certainly incomewise, and we shouldn't squander the money and I believe we don't.  I haven't seen those particular comments yet that we shouldn't be doing this or that.  I think we do act in the members' interest in spending the money where we do. But I fully agree with the future.  The future will change, and there will be less money and we still have to be able to provide services to you on a good quality and efficiently, yes. 

PETER HESSLER:  I think my main comment is not about how the money is being spent now.  I have no general objections.  It's just ‑‑ it would be nice to see a plan just published to the members, in five years something will happen and this is the approximate plan. 

AXEL PAWLIK:  I'll see to it towards more what Kurtis said and you what just mentioned is put into the activity plans as we go forward from here. 

REMCO VAN MOOK:  Every year in the May meeting when we set the fees for the following year, we publish a number of documents about the fee and the fee schedule and how we came to the conclusion that this was the best option.  One of the documents that we, I think, routinely publish is what we call a stress test, which looks at what would happen with the RIPE NCC finances if there's no growth of membership in that next year if we lose 10% of our membership in that year and how it actually reflects on the annual income as compared to the expenses.  And that's ‑‑ and based on that we come up with a number.  The 1400 that we have been charging for the last couple of years was actually a look forward into the future where we have reset the fees two years ahead of time, I think almost three years ahead of time, anticipating this moment where we would balance the expenses and the revenue.  We are not quite there yet.  We are very close, as Axel just said.  So we do publish that documentation, I just wanted to point that out. 

KURTIS LINDQVIST:  I just want to come back to one thing Axel said, a 16% increase of revenue, of customers, requiring a 4% increase in FTEs is not a very good ratio.  I'd like to hear what the target for that ratio is. We can't have that number going up forever, that number should be going down, not up. 

REMCO VAN MOOK:  I wholeheartedly agree that the percentage count should go down.  I don't think that we will end up in a position where we can facilitate any amount of growth in membership with zero growth in staff, but it is ‑‑ I mean, staff growth is something that we do keep in mind when looking at the budget.  My personal recollection of staff, actual staff numbers, is that we're actually ‑‑ I mean, I think that we are somewhere like 10% staff growth in the last four years, something like that. 

In the presentation I'll be doing next, there is an actual comparison of expenses versus LIRs indexed against 2012.  I hope that's going to put some of your concerns to rest, but rest assured that we'll take that on board as we look at the budget and finalise it at the December meeting. 

AUDIENCE SPEAKER:   Seleman Farsi.  With all respect to everyone in the Board, actually I have one suggestion, monitoring the growth in the industry and the Board members of many companies in the Fortune 500, I see there is a direction of including young people on the Board, and this has influenced the growth of the organisation itself because young people have more thinking and more look to the future and more care about the future, old people they are thinking about retirement and they have already built themselves.  So I suggest that to have at least 20% of young people less than 30 years old on the board.  Only a suggestion. 

CHAIR:  With respect, that is in your hands.  Because the Board is taken from the membership and voted by the membership.  If a young person out there wishes to stand, he can stand, and the membership will or will not vote for them depending on the confidence. 

AUDIENCE SPEAKER:   This is the point.  We should add a rule in the voting that to have at least 20% less than 30 years, for the benefit of the organisation.  It's not only the voting, because voting is by the numbers, it's not for ‑‑ usually by the policy putting in some rules to increase the efficiency of the organisation and increase survivability of the organisation.  This is a suggestion only.  Thank you. 

CHAIR:  Thank you for the suggestion. 

SPEAKER:  It's a joke, but I want to go on record for saying I am the youngest one in the board, I am below 30 years of age. 

AXEL PAWLIK:  Any more questions?  If that is not the case.  Thank you. 

CHAIR:  Thank you very much Axel.  Remco is on next with the financial update and redistribution of the RIPE NCC surplus.  This would normally be given by Joacim, but Joacim is not with us at the moment. 

REMCO VAN MOOK:  Well, not at the moment is a bit of misnomer.  Oacim announced his resignation just before summer and he moved on to bigger and better opportunities in September.  He was present at our last board meeting and we thanked him for his service, he has been the CFO for the RIPE NCC for 15 years, and for financial people, that is about eternity twice over. 

So, with that, and yes, there is ‑‑ a new CFO has been found and will be announced in due time. 

So, this is me with the financial update and redistribution of 2017. 

So, here we go.  A slide that looks familiar, numbers have changed.  But the general gist of it hasn't.  Revenue is higher than budged.  Income from signup fees is up by 21% due to higher than anticipated LIR growth. 

Expenses are below budget.  The lower number of ‑‑ the actual number of FTEs is lower than budgeted. 

The Capex has been lower and there has been a redistribution of the surplus of 2016 as agreed by you in the October meeting last year. 

Performance indicators for the first three quarters of this year.  So that's the actual numbers up to the end of September. 

Income 23.1 million, which is up 14% from 2016 and up 5% from the budget. 

18.1 million expenses which is up 8% from last year and 7% down from the budget. 

Surplus is 4.8 million so far, which is up 29% from last year and up 70% from the budget.  We have Capex is 0.4 million, which is well down. 

The number of LIRs at the end of September was 16,956, yes, we have exceeded 17,000 by now, which is up 17% from last year. 

And the average expense per LIR has dropped by 8% compared to last year, and 11% compared to the budget for 2017.  And is now at 1460. 

Revenue breakdown, the actuals, well, you can read them for yourselves.  The big uptake, of course, is in the fees from the the new members, which is up 21%. 

Other income includes fees from sponsorships and Atlas probes and so on. 

So we see high LIR growth.  Other income has been down a little bit.  Negative exchange results on our investment portfolio which still includes, well according to tertiary institute, only government bonds and so on.  We do have some non‑euro denominated bonds, the exchange rate has not been favourable to us.  So that's taken into account there. 

Here is the rolling average expense per LIR account.  So, this is the number over the previous four quarters.  So, the 14, 16 mentioned here is the first three quarters of 2017 and the end of 2016.  You can see that line is trending downwards and you are looking at a 20% reduction compared to the end of 2015. 

Here is the index LIR versus expense curve that I just referred to.  If you index both of them at 2012, you see that the number of LIRs has more than doubled, has gone up by 225% over these past years and the expense curve has gone up by about 40%. 

So, those were the numbers up to Q3. 

Now, the latest financial outlook for the full year. 

Income is going to end at around 31.5 million, which is up 14% from last year.   Expenses are going to be 25.8, which is up 10% from last year.  The surplus is up 29% from last year and up 42% from the budget which is 5.5.  Capex is down and the estimate for number of LIRs at the end of the year is about 17,250. 

And because Q4 is an expensive quarter, and also expensive compared to Q4 of last year, because Dubai is an expensive place to go to compared to Madrid, the average expense per member was around €1,497. 

So, going back one slide. 

So, the anticipated surplus for 2017 of the RIPE NCC is currently projected at about 5.5 million. 

Now, since 2015, when we changed the ruling with the Dutch Tax Authorities, we can decide what to do with the fiscal surplus of the RIPE NCC.  There are two options and there are no shades of grey in between, tax authorities have been very clear on that.  Either we return the excess paid contributions to the RIPE NCC members, and we don't need to pay corporate income taxes, or we add the surplus into the Clearing House Reserve and that comes at a price of of 25% Corporate Income Tax. 

Now, the forecasted amount for redistribution is five and a half million, give or take a thousand.  There is a leftover redistribution from last year, which is 270,000.  And the way that works is when we set the redistribution number, we add a bit of a safety margin, because by the time we have to decide what the redistribution is going to be we don't have the final numbers for that year yet.  So, we keep a bit of a safety margin, and that worked out to be €270,000 for this year that we want to redistribute on top of the fiscal surplus, so the planned redistribution for 2018 would be 5,770K. 

This is the alternative.  This is the current level of the reserve since 2012.  You can see it's been steadily climbing until 2015 where the new rule was introduced and the GM has voted every year since to return the surplus to the members in a redistribution in the following year. 

Now, if we were to add the 5.7 million to our reserves, there would be a nice chunk of money going to the Dutch Tax Authorities and I'm ‑‑ me as a Dutch person, would of course encourage that, but as a board member, I would say well, we have got all the cash we need.  And I that would add the reserves to just under 30 million. 

Laid out in a capital expense ratio development.  This is a chart we have been using for a very long time to compare how much money in the bank compared to a year's worth of running the business.  The goal has always been to keep that at around 100%, we have been over that for years.  We have with the two options we have right now, either we add to the reserve and the surplus ‑‑ and the ratio will go back up to 114%, or we redistribute and the ratio drops to 98%.  The Board is very confident with the 98%.  This capital versus expense ratio dates back from the days before we actually did clear financial stress tests on how much it would actually cost to dissolve, shift around the RIPE NCC.  So, we don't feel it is as important any more to strictly adhere to the 100% rule. 

So, those are your two basic options.  The redistribution procedure.  Assuming the GM approves the redistribution, all active members as of end of December will receive a portion, that portion per LIR will be about €325.  It's impossible to tell right now but that's roughly the number that we're looking at.  The amount payable per LIR in 2018 for existing LIRs will therefore be the service fee minus a redistribution, which is 1400 minus 325, is €1,075 approximately.  There is a resolution that you will vote on later in the agenda and that resolution is the General Meeting approves the redistribution of the excess contribution paid in 2017 by redistributing the RIPE NCC 2017 surplus to the members in 2018. 

If you vote yes you will get the discount on the service fee.  If you vote no, the Dutch Tax Authorities will be very happy. 

And that's it, any questions?  Thank you very much. 

CHAIR: Thank you, Remco.  Right.  We now have a couple of presentations from Athina, our legal counsel, on a couple of changes to the, proposed changes, that is to the Articles of Association, mostly to fix anomalies of one sort or another.  So, thank you, Athina. 

ATHINA FRAGKOULI:  I am the head of legal from RIPE NCC.  Okay.  First the Articles of Association then.  I think the agenda is the other way around, is arbitration first, but will be okay, Articles of Association it is.  We have one proposed change this time. 

So currently, in the Articles of Association, there is a provision that allows each member to participate, provided that they haven't been suspended.  Attendance, actually, in the General Meeting is both physical or remote attendance, and it also includes the entitlement to vote.  And if they are ‑‑ if a member is suspended, they cannot attend, including all this.  However, in the Articles of Association, there is only one reason for suspension, and that is the failure to pay the annual contribution.  We made a comparison between this suspension of the membership with a suspension of the membership services, and we saw that actually for the suspension of the membership services we have more reasons.  One of them is a failure to pay, but we also have the unresponsiveness of a member, the violation of the policies and procedures and others that are clearly defined in our procedural document, enclosed with your registration, and all in all, actually, these reasons are the failure to comply with the standard service agreement obligations. 

So if we want to have a consistency between the suspension of the membership and the suspension of the membership services, we would propose to suspend the membership also for these reasons, for reasons of failure to comply with the obligations to simplify with the standard agreement.  This proposal translates into the Articles of Association as follows:   

In Article 12, the already existing provision says that:  "The Executive Board delegates to the management team" ‑‑ that is the managing director ‑‑ "all operational decisions with respect to the standard service agreement."  So we propose to add to this provision the following sentence:  "The management team shall be authorised to suspend a member if a member does not fulfil their obligations according to the standard service agreement."  This way we have this alignment I described before. 

If there are any questions, I am happy to reply. 

KURTIS LINDQVIST:  I have a question.  If we do this, that also means that we can't have people in violation for minor offences, we ‑‑ I mean, we are doing this would make this consistent, but it also means than the definition of failing to meet the service agreement will always render a suspension, is that something we really want?  I mean are there any drawbacks?  That's a pretty high penalty for what could eventually be, if you want to change the membership agreement in the future to include, for example, minor things that people might not be compliant with, they still get suspended and we have no ‑‑ today we actually have two levels of sanctions against the membership.  We lose that by doing that.  Is there a comment on that, is there validity in doing that? 

ATHINA FRAGKOULI:  I can clarify this.  So the reasons ‑‑ or the obligations of the SSA are described, and it's a certain number of those obligations, and in this procedural document I talked about enclosed with your registration document, we also describe the process when exactly we suspend a service, we don't suspend it once the violation happens, there are a couple of reminders, there are a couple of steps that take place and as a last resort we suspend the services.  However, this is not the final penalty, the final penalty is the termination of the service agreement.  If you suspend you can still reverse it if you comply with the obligation. 

AUDIENCE SPEAKER:   Peter Koch.  First I have a question.  Who is in charge of the Service Agreement?  Who is ‑‑ which body is able to change it? 

ATHINA FRAGKOULI:  It's the membership. 

PETER KOCH:  Fine.  But still there is two issues here.  One is suspension of the membership as compared to suspension of the service, suspension of the membership is something that relates to the governance of the body.  So, my intuition would be that an organ of the organisation, which is the Executive Board, should be in charge.  Now I am wondering what the motivation is to detail gate this to the operational arm rather than keep this at the organisational level, do we have cases in numbers so that the scaling issue, or what's the rationale behind this move? 

ATHINA FRAGKOULI:  My comment on that is that a member becomes a member when they sign the SSA, and they stop being a member when the SSA is terminated.  And all operational matters around the SSA are delegated to the Management Team, by the Executive Board.  So, that's why the proposal is that this is an SSA matter and so the suspension, if we want to suspend the services, and align this with the suspension of a membership, this is the way that it can be done.  But that was the way we ‑‑ we thought about it, we had talks with a notary, with a Dutch notary, about it, and they seemed to be okay with that. 

PETER KOCH:  Seeming okay with that, I wouldn't question that.  The question is whether that is something that we really want in that case. 

My second question is ‑‑ it's probably more a remark.  With certain attempts to, say, propose policies that would end up in deliberately constructing compliance cases, I wonder where this is going, and I don't feel comfortable with being presented piecemeal approaches, salami tactics, whoever is behind that ‑‑ I have no conspiracies here ‑‑ without having a frank discussion on what we really want to have and being presented the whole picture so we can yes and no on this.  This feels a bit strange to me, but that's just me.  Thank you. 

AUDIENCE SPEAKER:   So, can you motivate this change, why we need to give such additional powers to Management Team, why currently it doesn't work well, so maybe it was only one case and it could be resolved with such delegation.  That's the first half of question. 

So if such cases are required for hundreds, then maybe. 

What happens if we are not going to support this change?  That's the second half of the question. 

And then I have another question after your answers. 

ATHINA FRAGKOULI:  So, I feel the urge to divide the question into subsections.  And the first question, and I think, first of all, we are ‑‑ we have ‑‑ the question of this alignment, whether the alignment makes sense or not, and I understand that you don't doubt that, whether this consistency makes sense.  I understand that you doubt the Management Team being in charge of the suspension of the membership.  Am I right?  Is this what you are doubting? 

AUDIENCE SPEAKER:   I feel not.  So, the question is much more simpler than you are intending.  So, why we need to do this alignment, why currently it doesn't work?  If you are suggesting it does not work and we need to do something. 

And the second one, okay, if we are not doing this, what are the consequences? 

ATHINA FRAGKOULI:  Okay.  Thank you for this clarification.  So, the alignment is part of our efforts to make sure our procedures and services are consistent, so there is a consistency between provision of service and membership and if there is a suspension of a service that should also mean that this member cannot vote, for example, at the GM, because this might be unfair for those that, for example, pay their bills or those that comply with the SSA to have all the same, the votes, although the other members they don't comply with the SSA.  That's the idea. 

AUDIENCE SPEAKER:   And the second half, if we are not supporting this ‑‑

ATHINA FRAGKOULI:  If you are not supporting this, that would require ‑‑ we don't have this alignment and then members that do not comply with the other obligations of the SSA, they will have the right to vote. 

AUDIENCE SPEAKER:   So, my follow‑up question.  Surely I don't think that LIRs which I represent would support this because we are giving too much power for Management Team.  So, previously it wasn't, now we have it.  And a special knowledge about some cases which was reported on fraud or something like that, which are really difficult and uncertain, and given now additional power from Management Team whatever, so for one person actually, it's not team, it's a person, it's not reasonable and it's very bad ‑‑ well, I think for our membership culture and association culture. 

So, I propose not support it. 

AUDIENCE SPEAKER:   Kenny gee owed a.  I have serious doubts about this change.  There are actually two things that might be troublesome.  First of all, I have an LIR membership.  I pay for it, but someone else manges it.  So, if I'm not compliant, I wouldn't know.  If I'm unresponsive, I wouldn't know.  But again, I'd be suspended from my membership. 

And the second thing is I can imagine there are companies that have multiple LIRs and if one of those LIRs is suspended from services, then they automatically get suspended as a member, then there might be some big trouble there.  So maybe you can elaborate on that. 

ATHINA FRAGKOULI:  If you represent a legal entity that has multiple LIRs and one of the LIRs is unresponsive, it means that the member is unresponsive.  So, the SSA is per member, not per LIRs. 

AUDIENCE SPEAKER:   Okay.  Thank you.  And the first part...

ATHINA FRAGKOULI:  The SSA is per member.  There is a separate agreement for LIRs, for each LIR, and that is called the LIR Account Agreement.  And this is per LIR. 

AUDIENCE SPEAKER:   Peter Koch, I have a question on that, why is the SSA exactly the same for each LIR that you sign?  There is not a second document you need to sign for a second LIR; you get exactly the same SSA, as far as I know, to sign for each LIR. 

ATHINA FRAGKOULI:  No...

ERIK BAIS:  I can understand, the initial, the primary LIR is the member with the voting rights.  So there is one LIR that has the voting rights and your additional LIRs that, you know, can be an LIR but has no rights to vote.  Now, if one of those gets suspended, then you can still vote with the other LIR because the other LIR is still in good standing. 

ATHINA FRAGKOULI:  Thank you for this question, because it's worth making this clarification.  So, we had, for years, this confusion, because for many years LIRs and members were used interchangably, and we realised that we have membership agreements and multiple membership with the same entity, because the LIRs would merge with each other and that is not allowed by Dutch law.  The Dutch Association, the ‑‑ an entity cannot have multiple memberships.  So, we changed the structure of that and we said okay, we have one member, but a member can have multiple LIR accounts.  It took us sometime to align all of your documentation, perhaps that's why you have the impression that you have signed multiple SSAs for LIRs of the same member, but that's not the case any more.  It's one SSA per member, and for each LIR account, the member has to sign an LIR account agreement. 

Excuse me?   Since when this happen?  This happened gradually.  I don't remember exactly when the final beats of this change took place but now this is the case for sure. 

ERIK BAIS:  Okay, but the documents are still called SSA? 

ATHINA FRAGKOULI:  The document, the SSA is per member, it's for the membership and then for each LIR account, if you want to open a new LIR accounts you don't sign a new SSA any more not for the same member.

ERIK BAIS:  Are we putting money on this? 

ATHINA FRAGKOULI:  Yes. 

ERIK BAIS:  I am sure I can make a bet out of this. 

ATHINA FRAGKOULI:  Maybe that was in the past.  You remember a case in the past.  But right now if you do it, you won't get a new SSA for another LIR account of the same member.

RUDIGER VOLK: I would look at it like Peter was saying, suspending services and some suspending membership are two distinct things.  Is the intention of the change of the articles that automatically both are treated synchronously.  That's kind of the intention there is kind of a different question who is authorised to do the thing, and I think that intention should be clarified potentially discussed.  One could imagine a rule where one says, well, okay, the first warning shot is telling the member he is in violation.  Then he gets suspended services, and then as the last step before being kicked out of the association, the membership is suspended. 

ATHINA FRAGKOULI:   Thank you for your comment.  The suspension of the service is pretty much the last resort we have to push someone to oblige with the SSA.  So, yes, the intention is that this will happen simultaneously. 

AUDIENCE SPEAKER:   Fergal Cunningham from the RIPE NCC, and I have two comments on the chat room.  Sascha Luck, Cork Internet Exchange, says:  My gut feeling that suspension of voting rights should be an ultimate ratio not an administrative punishment.  He would like comment from the Board on this, and he says for context, in a democratic society this is something reserved for cases of high treason or similar. 

The second question, Len us could he vac says:  Can the management change the scope of compliance without GM oversight?  Can the management change the scope of compliance ‑‑

ATHINA FRAGKOULI:  I understand, this is the SSA and that's not ‑‑ no.  The SSA can only be amended by the GM. 

CHAIR:  Right, on the first question, which is whether or not it's fair to suspend the membership in this way.  At the moment, if a member fails to pay their dues, then they immediately lose voting rights, but nothing else.  If, on the other hand, they breach the SSA in some other manner, then they lose ‑‑ then they are suspended.  That appears to be the difference that we are trying to clear up here.  Now if the membership doesn't worry about that, then all you have to do is vote against this argument, or this motion, and all that will happen is that people who fail to ‑‑ who pay their membership fee but violate the agreement in some other manner will still be able to vote at the GM, that's the only change that's being really proposed. 

AUDIENCE SPEAKER:   Can you go back to the slide where you had the reasons for suspending...

CHAIR:  We got suspension of membership, which is only failure to pay the annual subscription, or suspension of membership services, which are any of these four things.  All that's being proposed is that we suspend membership as opposed to membership services based on those four reasons.  That's the only thing that's being proposed, now as I say, if the membership aren't too fussed, then just throw this motion out.  It's no real issue. 

AUDIENCE SPEAKER:   Tim Armstrong.  Just one quick question.  Just a point of clarity really.  Unresponsiveness, it seems a little vague on the slide.  I know it's defined better in the SSA, but can we just have, like, a brief review for anyone who hasn't got that fresh in their memory as to what the definition of that is, because it sounds like it could just be, you know, not entering an e‑mail on time, at which point that could happen on the way to a meeting. 

ATHINA FRAGKOULI:  That's a fair question.  I don't remember, from the top of my head, what exactly is the description.  It is definitely defined in this procedural document I mention here.  I think it's for multiple ‑‑ for a period of time and after multiple reminders, the member doesn't respond to a request by the RIPE NCC, and there are many reminders that take place after a period of ‑‑ I think it's like 15 a days, one month, it's a long period of time.  I can come back to you with this detail definitely. 

CHAIR:  Is that document available? 

ATHINA FRAGKOULI:  Of course, yes.  It's online. 

CHAIR:  It's online.  So you can see exactly what "unresponsiveness" is defined as and in addition these other things.  I think Freddie was next. 

AUDIENCE SPEAKER:   Freddie again.  I don't quite get why we vote about this now.  Because, I mean, we live comfortably with the left version for years and years, and there was no issues, so can you explain why this is ‑‑ what the motivation is now of this. 

ATHINA FRAGKOULI:  Yes.  That's easy to explain.  We always go back to our procedures and we check whether they are consistent and compliant and so on.  And it also makes more sense from our own administrative, because we will allocate voting rights based on the status of a member, whether it is suspended or not, and we end up going manually, like, through the list of all suspended members to clarify for what reason are they suspended ‑‑ not suspended members ‑‑ the services are suspended, we try to clarify, okay, for this ‑‑ for what reasons are their services suspended and we try to filter those that are suspended due to the payment of annual contribution, and it's a lot of work for us, that's all. 

AUDIENCE SPEAKER:   So I get it corrected it's more like some administrative procedural issue than really a violation of or an abuse we have seen in the past. 

ATHINA FRAGKOULI:  Yeah, definitely. And in an effort to align our procedures and to have a consistency. 

AUDIENCE SPEAKER:   Okay, but then I don't feel too comfortable to say yes to this change, so... I will vote no in that case.  Thank you. 

CHAIR:  That's absolutely fine. 

AUDIENCE SPEAKER:   The RIPE Association and the RIPE NCC are two distinct bodies and suspension of membership is an action between the member and the association, whereas suspension of services is an action between the NCC and the member. 

ATHINA FRAGKOULI:  So, thank you for your question. 

AUDIENCE SPEAKER:   It's two distinct things. 

ATHINA FRAGKOULI:  They are not two distinct things.  It's the same.  The RIPE NCC is an association under Dutch law, and it has members, and it provides services to the members based on their service agreement, the standard service agreement is the contract you sign, a member signs with the RIPE NCC in order to become a member.  So, if you don't sign the SSA, you are not a member.  And if your SSA is terminated, you are not a member any more. 

AUDIENCE SPEAKER:   Alfred Judano.  I believe most of the attention here has to be moved from the suspension from ‑‑ the motivation of the suspension to the suspension act itself.  My concern in moving this act from the community to the management, I can understand that concern, but I believe that we'll need a double bonding, a feedback once a member is kind of listed for the suspension that needs some kind of supervision, some kind of approval.  That's my idea.  Thank you. 

ATHINA FRAGKOULI:  What do you mean from the community? 

AUDIENCE SPEAKER:   Well, I mean, putting that in to the hands of the management, it's kind of giving the discretional power to the management to say this member didn't follow the process, it's unresponsive, etc., etc., so I'm going to suspend it.  So, as we do have kind of quarantine for certain services, we should have kind of a quarantine also for the suspended member.  So, it's the act of the suspension itself that might be here in discussion, not the fact that we are moving the suspension of the membership to the suspension of the service which I personally agree. 

AUDIENCE SPEAKER:   Peter Hessler.  Can you go to the slide of the proposed change itself? 

With this ‑‑ so the existing article, does the Executive Board itself have the right to suspend the member without having the management team being involved? 

ATHINA FRAGKOULI:  Maybe we can go back to this one. 

So, it happens automatically.  If the member hasn't paid, they haven't paid. 

AUDIENCE SPEAKER:   And there is no other possible way for the Executive Board to suspend the member, correct? 

ATHINA FRAGKOULI:  No. 

CHAIR:  Not according to the Articles, no. 

AUDIENCE SPEAKER:   Thank you. 

AUDIENCE SPEAKER:   Fergal.  I have two questions on chat.  Christopher Hanson, AS31027 says:  When does the punishment kick in, after how many breaches of the SSA? 

ATHINA FRAGKOULI:  So, the process is described in detail in the document "Closure of LIRs" and in your registration of Internet number resources, they are described when we send the first reminder, when we send the second reminder, what exactly is the violation and at the end when we suspend the service.  Our idea is that together with the service, we will suspend the membership. 

AUDIENCE SPEAKER:   And the second question is from Sascha Luck again at Cork Internet Exchange.  He says:  If a member is declared in violation, and the suspension just prior to an important vote, what recourse or appeal does this member have outside getting an injunction in court? 

ATHINA FRAGKOULI:  I don't think they have any. 

CHAIR:  No, the standard response to this is to ‑‑ that they invoke the arbitration procedure, but that, of course, takes time, so yes, there is an issue there.  But I mean if they don't pay their fees, just before an important vote, they won't get a vote either.  So...

AUDIENCE SPEAKER:   Wolfgang.  I guess what you are talking about is very exceptional cases, so far.  So, I think, in general, if a member is in violation of the SSA, he knows he is in violation of the SSA and... well, that he will eventually be ‑‑ his membership will eventually be terminated or suspended.  But in the exceptional case that this member thinks he is, his position is misrepresented or handled wrong, I think we should have a possibility to appeal to either the board or to the membership at large or the General Meeting. 

ATHINA FRAGKOULI:  So, there is, there is a possibility to appeal of course.  As Nigel pointed out, we have the arbitration procedure for that.  During the arbitration procedure, if what is disputed is the suspension of a member, the member will be suspended. 

AUDIENCE SPEAKER:   What I want to avoid is the very theoretical possibility for the management to, the Management Team to keep members from voting just before ‑‑

ATHINA FRAGKOULI:  I understand what you are saying.  The arbitration procedure is independent from the RIPE NCC Board or the RIPE NCC as an organisation, and of course, if the arbiter's ruling is for the member, they won't be suspended any more.  So, yes, there is the option to appeal.  It might take sometime though. 

AUDIENCE SPEAKER:   My point is about the ‑‑ who controls whom?  And I think the membership should control the Management Team and not the other way around.  So...

AUDIENCE SPEAKER:   That was my point also. 

BRIAN NISBET:  Personally, I am almost certainly at this point in favour of this.  The thing is, the suspension doesn't happen overnight.  Whomever is suspending, be it the board, be it the Management Team etc., etc., don't wake up in the morning and say, ah, they haven't answered an e‑mail in 30 minutes, I'm going to suspend the member.  The process is long.  There are lots and lots of checks and balances.  If somebody is en route to a suspension or otherwise, they know about this well in advance of any important votes or crucial GMs or anything else like that.  It's not going to be, you know, the morning of a GM, oh, this vote could go the wrong way, I'll suspend some members.  None of this is possible, and this vote doesn't change any of that.  And I think it's very easy to construct theories and things like that.  But this is... yeah, I mean, it makes sense to me and I don't think that people are going to be ‑‑ you know, it is impossible to suddenly suspend or close down LIRs or otherwise.  So, this doesn't change that. 

CHAIR:  And the process is well documented and available to all.  Not just members in fact.  Peter. 

PETER KOCH:  First of all, basically I wanted to make a remark, it appears to me that we seem to have a certain communication problem first and foremost.  My insistence on ‑‑ my insisting on the details is not signalling opposition.  I just feel uninformed, or not informed enough to make an informed decision.  That may be a failure on my side in the preparation of attending this meeting, although if I remember correctly at the time of the invitation I was going to the website and looking for material and I think I found one PDF there which was the activity report, the draft activity report, but the rest of it obviously escaped me, so I apologise for taking the time here and I would agree if somebody suggested that this discussion should have happened on the mailing list.  However, maybe the Board or somebody else is going to take the wisdom to avoid such a situation next time and maybe we can be a bit more proactive in raising awareness of what the proposals are and what the motivation and what the ideas, or the urgency may be of such proposals are.  And that's all I'm going to say for the moment. 

CHAIR:  Well, we do have deadlines, legal deadlines, that actually we have to adhere to for publishing material and we did adhere to them.  So they were available, but it is very true, we didn't go onto the members discuss list and say, hey, guys, there is some important stuff here, do have a look at it, I agree with that. 

PETER KOCH:  I did explicitly not challenge the Board of having missed deadlines or having acted wrongly or in violation of any terms or anything like that.  I said it's a communication problem.  Thank you. 

CHAIR:  Yes, thank you Peter. 

AUDIENCE SPEAKER:   Fergal.  Sascha Luck Cork Internet Exchange says:  Proposal.  Appeal to arbitration or whomever should hold until ‑‑ should hold the suspension until it's decided.  Until the arbitration I think is decided. 

CHAIR:  Noted.  Dmitry. 

AUDIENCE SPEAKER:   Sorry, can I move the slide forward please.  Okay.  As a network engineer I just think we are introducing way too many states.  Would I say what about I came irresponsible and failed to pay, then it became responsible would it move to the special services date to the special members ship.  I think having two kinds of suspension is going to confuse things and I think the article has to be reworded to make sure.  Maybe we should have two words, like the non‑voting members or non‑service members, just to make it clear in the language, because right now, if you put this change and go back to the original text of the Article, people got too many things to read.  That's the first point. 

The second point, well, point system violation of policies, this has to be more described in the initial documents.  So again maybe the text should be made more clear, but that's again just small things on the margins of this presentation. 

CHAIR: Yeah, and as we have said, some of this is outlined in the procedural document. 

AUDIENCE SPEAKER:   Ruediger Volk.  IBrowsed the procedures document, one that has in the title, closures, and to the best of my reading, I find procedures for termination and I don't find procedures that are directed at suspension. 

ATHINA FRAGKOULI:  There is procedures might added to the termination, but if you see the process, at a point before that, not always, only when there is a violation of the SSA, just before that, there is a suspension of the membership services.

RUDIGER VOLK: At least searching for the term "Suspend" not D, not S, in the following, doesn't get me to a clause like that. 

AUDIENCE SPEAKER:   Randy Whitney.  With all due respect to Brian, let's say that I am an in direct and deliberate violation of a policy because I do not agree with it.  What you are telling me is that I no longer have the right to vote.  Under those circumstances, I have to vote no on this. 

CHAIR:  You have no right to vote in the General Meeting.  You still have a right to obviously discuss the policy. 

ATHINA FRAGKOULI:  I think a suspension is not irreversible.  It's something that you are suspended until you comply, because if you don't comply, there is a termination of the membership altogether and that's not very easily reversible. 

AUDIENCE SPEAKER:   I mean, that's the point.  If there is a policy I don't agree with, I am deliberately in violation of this procedure and you suspend my services, you also suspend my right to vote in the General Meeting, I don't agree with this. 

AUDIENCE SPEAKER:   And not only the right to vote but also the right to enter the room at all.  So the member in question wouldn't even be able to come here and discuss. 

CHAIR:  But the policies are decided by the RIPE community and not by this General Meeting.  So discussions about policies should take place at the appropriate Working Group and on the mailing list and not in this room.  So, I'm not quite sure how that actually affects things.  Randy. 

AUDIENCE SPEAKER:   So that's the point, if the majority decides to pass a policy that I don't agree with, and I deliberately stand in violation of this because I'm not going to comply with something that's not fair, in my opinion, then I am completely suspended from entering this room, I don't agree with that. 

CHAIR: But you are not suspended from actually discussing it on the mailing list. 

AUDIENCE SPEAKER:   But if you are suspending my services because I'm not agreeing with one of your policies that someone passed ‑‑

CHAIR:   But this rule doesn't actually change that.  All that this rule changes is your right to vote.  It doesn't change your right to suspension of membership services.  If you do not comply with RIPE Community Procedures and Policies, then your Membership Services will be suspended.  It's called democracy. 

AUDIENCE SPEAKER:   And that's okay.  Services okay.  But full membership suspension, I don't agree with. 

CHAIR:  Okay.  Noted. 

AUDIENCE SPEAKER:   Excuse me, I think that is ‑‑ sorry, I think there is a misunderstanding here.  If your Service Agreement is suspended because you don't comply with some policy, then eventually your membership will be terminated.  So there is no question that this is what happens without you voting yes now. 

AUDIENCE SPEAKER:   But then I don't have the ability to come in and complain about a policy I don't agree with. 

SPEAKER:  But policy is not set here at the GM, that was clarified before. 

AUDIENCE SPEAKER:   I am saying that I shouldn't have my membership suspended because I don't agree with a policy that you passed. 

CHAIR:  And your view has been noted.  Thank you very much, Randy. 

AUDIENCE SPEAKER:   Salem.  I just want to mention that the United Nation and the IQ are getting rid of mailing lists, and at 2018 those mailing lists will be suspended, so, I think it's a good also opportunity for RIPE to move from the mailing list and to honour that solution.  Thank you. 

CHAIR: Thank you. 

AUDIENCE SPEAKER:   Jim.  I am just trying to get my head around this whole thing.  Looking at suspension of membership versus services, for me, if you fail to pay your annual contribution, you lose all your services anyway, don't you, because your membership has been suspended. 

CHAIR:  Correct. 

AUDIENCE SPEAKER:   So suspension of membership services, I would just probably remove failure to pay the annual contribution, then underneath suspension of membership, failure to annual contribution which results in loss of all services.  Boom, problem solved.  Now you have done that. 

CHAIR:  Exactly.  Yes.  So you agree ‑‑

AUDIENCE SPEAKER:   We're still moving along to this violation of policies because you have certain time frames in there for these violation of policies, or there are a number of violations within which you have that, work towards the suspension of membership.  But those can be corrected quite easily, usually, if there is enough emphasis put on it from the membership to these people who are in violation of these.  I think a simple solution is remove "failure to pay the annual contribution" out of suspension of memebership services and just add "resulting in loss of all services" under suspension of membership. 

CHAIR: But we do have to distinguish between suspension of membership services and suspension of membership.  It's a Dutch law thing, that's all. 

AUDIENCE SPEAKER:   Okay.  Now I understand better.  Thank you. 

AUDIENCE SPEAKER:   Fergal.  I have a general comment from Sascha Luck at Cork Internet Exchange.  He says:  If the NCC were a policy, failure to pay is akin to repudiating one's citizenship.  Violating a policy is breaking the law.  Breaking the law does not result in a losing of citizenship.  I urge everybody to not vote for this. 

AUDIENCE SPEAKER:   Just to say, let's say the country has Universal Health Care, a criminal in jail, even if he is, you know, potentially a murderer, still is entitled to health care.  Meaning if you want to introduce the good behaviour police and the people of the RIPE NCC, if they only pay their dues and disagree with the procedures that's a whole big can of worms.  And that of course reminds me of...but I don't want to go this route.  So I just think we should really separate.  Don't have the inclusion, like if you don't pay you are not a member.  That's clear enough.  That's how membership of an organisation works.  I don't think anybody is doubting that, but like the bad behaving member that does not adhere to the policy is in the good faith... to me that's a whole different situation which is octagonal to the financial membership fiscal irresponsibility, so I don't feel like this is a good separation of membership duties and ‑‑

CHAIR:  Okay.  But as has been pointed out, the suspension of membership services process is actually quite a long drawn‑out process.  It's well‑documented.  It takes months, and there is plenty of opportunities on the way to discuss it and get it reversed and things like that. 

AUDIENCE SPEAKER:   It's called closure right.  It's not called suspension. 

CHAIR:  Suspension of membership services.  The final state of suspension of membership services is closure.  But it takes a very long time. 

AUDIENCE SPEAKER:   Is it in the Articles? 

CHAIR:  It's in the Closure of Members, the Registration of Internet Resources and Legacy of Internet Resources Procedure, which is available. 

AUDIENCE SPEAKER:   Any ways, people are going to get confused but I don't want to talk about this too long. 

AUDIENCE SPEAKER:   I wanted to ask a question.  How much cases did you have this year when you wanted to have this change?

ATHINA FRAGKOULI:  We didn't have any cases.  We didn't come across a case, and we said okay now we have to change it.  It was a process, like a regular process of us aligning our procedures and reviewing what we have.  There hasn't been a case. 

AUDIENCE SPEAKER:   I have one last thing here from Tim Roy again from TRA in Oman.  Is there going to be something spelled out actually under like the Suspension of Membership as to how many violations, before that membership gets suspended?  Or is it just going to be okay, you have done the violation for this thing and then you are suspended, done?  Or is there going to be specifics lined out?  That would be a better way to go. 

ATHINA FRAGKOULI:  Yes, absolutely.  This exists already, yes.  This procedural document we're talking about, the Closure of Members and the Deregistration of Internet Resources, there it clarifies all of the steps and the timelines and the reminders and everything. 

AUDIENCE SPEAKER:   That's for suspension of services but is it going to be for the same ‑‑

ATHINA FRAGKOULI:  Yes, yes, exactly, it will ‑‑ the intention, if this resolution passes, the intention is to update this document and have both of the suspensions there, yes. 

HANS PETTER HOLEN:  Speaking as a member, not as the RIPE Chair.  Going through the process, it seems that if I violate the suspension of the member services, it's at least a 90‑day process.  I stop there, with a lot of letters going back and forth, telling me to comply; if I don't comply, there is a second letter and so on.  And then finally, after 90 days I think it was, then there is a letter from the Managing Director warning me or notifying me of suspension of the membership and then it takes another three months, according to the SSA, in order to terminate the membership.  So, the thing here is kind of 90 plus 90 days, so six months or maybe even more, where I can still vote while I am in this process. 

So the difference as I could read it now, but you can probably clarify that, is that in that process, I can still vote.  So the case that we are talking about here is to change the Article of Association or change the SSA or something like that, that's going to happen in the GA in those six months where we have a violation for more than half of the voting membership, so this is how many votes do we have registered, 1,000, 1,500?  So we're talking sort of 5, 600 members that are in this process at the same time that can actually make a big difference.  Just to sort of get the proportions right. 

CHAIR:  Thank you.  Any other comments?  Questions? 

AUDIENCE SPEAKER:   Wolfgang.  I have the impression that there is not ‑‑ no clear position on this question in the General Meeting, and I would suggest to postpone the vote to the next meeting. 

CHAIR: I am afraid we can't do that, not professionally.  Once it's been announced it has to be voted on.  I'd love to do it, but, no, lawyers won't let me. 

Shall we move onto the next one? 

AUDIENCE SPEAKER:   If you want to have it postponed then you have to say no and they come up with a better proposal. 

CHAIR:   Absolutely, yes, so vote against it if you really don't like it and we'll have another go or we'll just throw it away or whatever.  You can talk about it on the membership discuss list.  Okay?  Athina. 

ATHINA FRAGKOULI:  So that was the first document...

The second has more changes. 

Before we move onto the proposed changes, let's take this opportunity to review what has happened since the last time I was here before you proposing amendments for the conflict arbitration procedure. 

At the last RIPE meeting we had an arbiters' meeting where we discussed arbiters' experience with a conflict procedure and what challenges they face and so on and so on, and actually from this meeting, the amendments I'm going to present to you have been discussed and requested and ‑‑ so everything that you will see has been discussed with the arbiters and they are coming from this conversation. 

Since then we have three rulings published on our website for three different cases.  And recently we received three new requests for arbitration. 

Last but not least, Wilfried Woeber resigned from the position of an arbiter and I would like to take this opportunity to thank him for all these years of offering services as an arbiter. 

(Applause)

Now, to the proposed amendments. 

We are proposing some clarification on the matter when an arbiter is unresponsive, we heard actually before that, this is a very vague term, so, some clarification always helps.  The second amendment has to do with the RIPE NCC's service level agreement E when it comes to arbitration requests.  We have some amendments about the conflict of interest, some clarifications there.  And finally, every time we go through a document, we revisit a document, we have always some editorial amendments to propose. 

So, let's go to the first amendment. 

So, currently, according to the current procedure, if an arbiter is unresponsive for a period of one year, the Executive Board will propose their dismissal. 

Proposing the dismissal of an arbiter is a rather radical step.  So, we would like to clarify exactly what is this unresponsiveness, what does that mean?  So, here is what we propose. 

An arbiter is considered to be unresponsive if during a case they undertook, they don't reply to clerical questions about the status of their case, about important dates, so that we calculate time frames and deadlines, and other procedural matters that are important for the case. 

Also an arbiter might be considered unresponsive if for a period of one year they don't reply to specific questions that have to do with their function that are made by the RIPE NCC or other arbiters, not by third parties, just by those two. 

This is the first proposal. 

The second proposed amendment has to do with RIPE NCC's SLA.  So, when someone wants to request an arbitration, they have to fill in an arbitration ‑‑ the request for arbitration form, and they have to fill in all requested information.  If they do not do so, the RIPE NCC will come back to them and they will ask them to provide all missing information. 

And it was the last, the previous GM where we were talking about exactly this process when a member stood up to the microphone and said, hang on, this all makes sense to me.  However, I miss an SLA from the RIPE NCC because if the RIPE NCC comes back to me two days before the expiration of this two‑month period and asks for the missing information, I have missed a lot of valuable time to review and come back with the missing information.  And we thought yeah, that's actually a fair point.  And based on this input from the member, we propose this addition.  "The RIPE NCC has five working days to request the missing information from the day of the submission of the request."  And so, the two‑months deadline is still valid. 

The third proposed amendment has to do with conflict of interest.  This is an issue where we always discuss with the arbiters.  Currently, arbiters with a conflict of interest must be excluded from the procedure.  And if a conflict of interest becomes apparent during the arbitration, then they will have to inform the parties about that. 

We felt we needed to add some more clarity here about the conflict of interest.  When do arbiters feel they have conflict of interest and they can talk about it? 

So, we added one example, very concrete example.  If an arbiter represents one of the parties, then we have a clear conflict of interest and nobody can doubt that. 

Also, we clarified that when the conflict of interest becomes apparent later, the arbiters will not only be informed of the conflict of interest itself, but also of the right, their option, to request for another arbiter.  So we clarified that. 

Finally, it can happen that an arbiter wants to ask the rest of the panel's opinion on a case, and they want to share a draft ruling, for example, with them.  If they decide to do so, we propose that this arbiter with a conflict of interest that is in the panel still should be excluded from this communication about this particular case. 

And those are the proposed amendments for the arbitration procedure.  Any questions? 

PETER KOCH:  I have a procedural question, and I'll take this completely hypothetical.  So is the General Meeting in a position to like change the proposed text? 

ATHINA FRAGKOULI:  Right now?  For this particular vote?  For this resolution? 

PETER KOCH:  Yeah, like, hypothetically, if I found a wording issue in that, assume for a second that there was a word superfluous, what should I do?  Hypothetically of course. 

ATHINA FRAGKOULI:  I'll tell you how the process is, not what you should do. 

PETER KOCH:  Absolutely. 

ATHINA FRAGKOULI:  So, the GM must have the documents four weeks before the ‑‑ the documents must be published four weeks before the GM, and any resolution shall be based on those documents.  So right now cannot present another, an amendment to the document and say no, no, no this is what you are actually voting on. 

So, if you propose amendments, we cannot vote on the amendments you propose right now. 

PETER KOCH:  Okay, so I'm very glad that this was a hypothetical example. 

CHAIR:  And so are we.

Any other questions? 

AUDIENCE SPEAKER:   Could you go back to the definition of unresponsiveness please?   I see in a second point I see "for a period of one year."  But for during an arbitration case, they don't reply.  They don't reply until the arbitration case is finished or what time frame do we set during the arbitration process? 

ATHINA FRAGKOULI:  Yeah, so there is a time frame within which the arbitration case should take place, and that's not a year, of course, I don't remember how many weeks that is, but it's not a year.  What we are discussing here is the elements that would lead the Executive Board to the decision to propose this arbiter for dismissal.  So, if the Executive Board notes that an arbiter is neglecting to report back or is not replying to questions about things that are important for the case, they will take it on board and they might propose their dismissal. 

AUDIENCE SPEAKER:   My question is, do we have to wait until that arbitration process basically has failed because the arbiter didn't answer or do we have an earlier point where we can ‑‑

ATHINA FRAGKOULI:  Actually this is a very good question.  Indeed, the clerical ‑‑ the party that has this clerical role always pokes the arbiters and always puts reminders and so on, and we can only, you know, hope that the arbiter will deliver. 

AUDIENCE SPEAKER:   So if I get you right, the only point in time where we can declare this arbiter is unresponsive is after the arbitration process failed once, because of missing replies. 

ATHINA FRAGKOULI:  So the arbiter is up for dismissal by the Executive Board, but it's only the GM that can approve this dismissal.  So the arbiter still is in the panel until the GM votes on their dismissal. 

AUDIENCE SPEAKER:   To phrase it another way, do we have any way to make the arbitration process itself not fail because of an unresponsive arbiter? 

ATHINA FRAGKOULI:  Yeah, we can certainly think about it.  Right now, the only thing that we can do is really ‑‑ send reminders to the arbiters, and so far they have done well. 

CHAIR:  In practice, what has happened is that we have had arbiters that have not been responsive at all for a year, and there is still no method of removing them, not obvious, which is why the second clause is here.  The first clause is there to hurry people along if necessary.  But, yes, you are absolutely right, the arbitration process will fail if they are completely unresponsive during the process and we will have to stop it and restart it with a new arbiter, okay.  But this gives the Executive Board to right to propose the dismissal of the arbiter and of course arbiters are only dismissed by the General Meeting.  So, you know... it's a lengthy process, unfortunately, which is why we have to be careful about selecting them in the first place.  Patrik. 

PATRIK FALSTROM:  So I ask for a little bit of clarification here.  We talk about conflict of interest, but in the application form for an arbiter, there is a declaration of interests.  Who is making the decision of the fact that there is a conflict of interest? 

ATHINA FRAGKOULI:  Right now it's at the discretion of the arbiter to stand up and say I have a conflict of interest in this case.  It's up to them.  Therefore, we added this specific example. 

PATRIK FALSTROM:  Okay.  Good.  That was what I expected.  Because here is my follow‑up suggestion to ‑‑ in the list of arbiters not only a list a bio, but actually list a declaration of interest from the arbiter itself on the list of arbiters so that it's known for transparency reasons.  We have been going through this in ICANN quite a lot and, for example, in the Security and Stability Advisory Committee that I work with, we are only talking about disclosure of interests, we don't talk about conflict of interest because that is in the eye of ‑‑ anyone can give information of disclosure can just decide themselves whether there is a conflict of interest and, for example, inform me as the Chair.  Thank you. 

CHAIR:  Which is why the arbitrating parties have the entitlement to request their removal.  Or request another arbiter. 

PATRIK FALSTROM:  And that's exactly why I asked the question because I want to know that; it is actually what you now describe because when your suggestions do make sense.  Thank you. 

HANS PETTER HOLEN:  Speaking for the member my own just again.  If I understand this correctly we have volunteered arbiters who are trusted members of the community and this is something they do pro bono, it's not a paid job. 

CHAIR:  Correct. 

HANS PETTER HOLEN:  Okay.  So what we would like, if we want to have ‑‑ if I had a case that I wanted the arbiters to do was to have an SLA and know that that would be fulfilled in a certain period and that's very difficult when there is a sort of a pro bono there and even in paid cases, if you look at some of the ICANN arbitrations there, it has happened that the arbiters do not deliver on time even if it's highly paid skilled people.  So, yes, there is a chance here, but as you said, the parties have the right to change the arbiters.  So, that would be a safety mechanism here if nothing happens for a very long time.  So that would be what we have to rely on. 

CHAIR:  Yes.  Any other questions?  Dmitry? 

AUDIENCE SPEAKER:   Just real quick, I recall how was ‑‑ the number of arbiters just now? 

CHAIR: The number of arbiters, something like that, 15. 

ATHINA FRAGKOULI:  I think maybe 11, I think. 

AUDIENCE SPEAKER:   Okay.  So basically having one or two ‑‑ I'm just thinking what's the case if it goes for a year that one of them becomes basically unavailable, do we need a suspension procedure?  I'm not talking for the reappointment of others, but what's the practical implications if an arbiter basically does nothing for a year? 

CHAIR:  We get about three arbitration cases a year and there are currently 11 arbiters so it's not really a major issue.  We have six months between GMs and they can be removed at GMs. 

AUDIENCE SPEAKER:   These two numbers, 3 and 11, speak for themselves.  I don't think there is need to discuss it further. 

CHAIR: Any other questions?  Okay.  Thank you.  Thank you, Athina. 

Okay.  Now we move on to item 8 which is a voting on the resolutions.  I will read the resolutions to you. 

Resolution number 1.  The General Meeting approves the redistribution of the excess contribution,

MICHAEL:  Before I start, if anybody is participating remotely, we did say on the voting e‑mails that went out with the voting link, that we expect a voting to be open at 7:30 local time.  So, we're a bit later than that, so don't try to vote now.  Nigel hasn't declared it open.  So, we'll let you know when voting is open.  Hopefully all those problems will go away then. 

Hi, everybody, I'm Michael from the RIPE NCC I'll talk you through the voting process to make sure we're all clear on it. 

So we figured out we have around 14,700 eligible voters and of that number, almost 1,300 have registered to vote.  That's about 8.8% of that total, while it sounds low and we'd like more participation, it's a bit higher than last October's percentage on that, so I'm happy that it's going up at least.  It's not quite as high as the May GM percentages because we usually have a high percentage due to the Board elections and excitement like that. 

So of those votes registered, the vast majority is electronic, which is great.  Still a few people clinging to the paper votes, but that's fine we'll collect them from you at the end of the session.  And 75 countries are represented in this; not all countries from within our service region, but it's a fair amount. 

The line graph, I guess I should explain.  There is the months along the bottom comparing the autumn GMs there and you can see we typically have higher registration rates in the spring GMs, but this one is quite close to the one that we had in May in Budapest. 

Okay.  So as I said, there are two ways you can vote, one is by paper ballot, one is electronically.  Agenda point 8, which is just after I finish my presentation, Nigel is going to declare the voting open.  If you have a paper ballot, please make sure you hand it in before you leave the room.  Don't leave the room with your paper ballot; they'll become invalid.  Please make sure you give it to us today before you leave the room.  Thanks a lot. 

If you vote electronically, you have until Thursday morning to do that.  You have until nine o'clock local time on Thursday and then the policy will close.  Remember that's Thursday, not Friday, because we are running a day earlier this week, okay. 

The resolutions, Nigel is about to read them out actually.  Do you want to do that? 

Okay, resolution 1 and 2. 

Resolution 1 is about the redistribution of the surplus to the membership. 

Resolution 2 is about the conflict, the changes to the conflict arbitration procedure that Athina just presented on.  Those resolutions need more than 50% yes votes to carry. 

Resolution 3, that's about the changes to the Articles of Association that you discussed in Athina's first presentation, that needs more than two thirds yes votes to carry. 

We note the abstentions but they don't count towards the vote count. 

As I just mentioned really, all your electronic voters you should have received an e‑mail that contains your personal link to the secure voting environment.  If you haven't, e‑mail AGM@ripe.net and we'll sort that problem out. 

This is what the paper ballot looks like for those 69 of you.  There it is.  The agenda items are listed there.  Make a mark in one box on each row in order for your vote to be counted.  If you chose to vote electronically this is what the e‑mail looks like that should have landed in your inbox at about six o'clock local time.  The big red arrow points to the link that takes you to the voting software, and that's where you start voting. 

We use a trusted third‑party, Big Pulse, to cast the electronic vote.  With the paper ballots, we'll collect them at the GM here.  We'll take them to the hotel safe, we'll put them in a safe deposit box and they'll stay there until nine o'clock local time on Thursday morning.  After that time, that's when the electronic voting deadline is passed, we'll then add the paper ballots to the electronic voting tally and then we'll get the complete tally.  We do this under the observation of independent observers from other RIRs. 

So, at 10:45 on Thursday morning, we'll reconvene in this room, that's during the coffee break after the first Plenary session.  And that's when Nigel is going to read out the results of the voting.  We'll also publish the results online and we'll send an e‑mail to NCC announce. 

At the same time, that session is going to be web‑streamed live as well, so if you can't make it down to the room, you can watch it upstairs or you can watch it in whatever country you are in at the time. 

The final bullet point, that's the URL to the GM web stream, you can copy that, put it in your browser and you can follow along. 

Does anybody have any questions about the voting process? 

CHAIR:  Any questions?  Okay.  Thank you very much indeed, Michael. 

Right.  I will, as usual, read through the resolutions and then suspend the meeting, or adjourn the meeting, and open the voting and then adjourn the meeting

Resolution number 1:  The General Meeting approves the redistribution of the success contribution paid in 2017 by redistributing the RIPE NCC 2017 surplus to the membership in 2018.  Discussion of this resolution took place under Agenda Point 5.  If you vote for this resolution, then you will get a discount for next year.  If not, the excess goes back to the RIPE NCC and the Dutch government. 

Resolution number 2:  The General Meeting adopts the amendments to the RIPE NCC conflict arbitration procedure.  This was discussed under Agenda Point 6.  And it was the subject of Athina's ‑‑ actually's Athina's second presentation. 

Resolution number 3:  The General Meeting adopts the amendments to the RIPE NCC's Articles of Association.  A discussion of this resolution took place under Agenda Point 7, and was presented by Athina. 

If you vote for this, then you are adopting the proposed amendments. 

I will now open the voting.  And I will adjourn the meeting until 10:45 on the 26th October.  Thank you very much everyone.  Voting ends at nine o'clock on the 26th. 

ERIK BAIS:  I have two comments which are not on the agenda.  May I ‑‑ before you adjourn? 

CHAIR:  That's a very good point.  Okay.  Yes.  Two comments.  Carry on.  Voting is open though. 

ERIK BAIS:  Thanks.  I would like to ask ‑‑ it's Erik Bais by the way. 

I would like to ask the Executive Board to look into two options, one of them is to provide the option for meeting vouchers for the chairs of the Working Groups.  Currently those are unpaid jobs and everybody is paying their own meeting fees.  But perhaps there is an option to actually look for the voucher system for the actual chairs. 

CHAIR: Okay.  Thank you. 

ERIK BAIS:  Secondly, I have been having some discussions with Hans Petter and actually asking him how much time he has been working as a Chair for RIPE, and the amount of time he is actually spending on this is enormous, I think from a personal perspective, looking at the amount of volunteer time it goes in excess of about 11 weeks, if I'm not mistaken, and I think we should actually have a look, if that is sufficient, to see, well, maybe we need to look into a permanent position as a Chair and actually a paid full‑time as a Chair for the community. 

I think that would actually have a very good option to have somebody dedicated as the Chair, full‑time, and sit in meetings where currently he cannot be because of other obligations, it's a strain on his personal time, and also his employer, his current employer, and I think we can definitely make that ‑‑ you know ‑‑ that case. 

Looking from a cost perspective, we're talking about roughly, from my estimate, about €20 per LIR per year.  Looking at the surplus that we have, I think it's a no‑brainer on a five‑year term with a five‑year term extension max, and I have some other things but I would like to take that off line to see how we can structure that. 

CHAIR:  Okay.  There is a couple of comments I'd make, and let's say I'm fully in agreement with you.  There is a couple of comments.  One is that the RIPE Chair should not be employed by the RIPE NCC.  Okay, we need separation of duties and responsibilities and so forth.  Otherwise we get conflict of interest and all the other nice things. 

So, if the RIPE Chair is to be employed by the RIPE Association or the RIPE community, then somehow it has to look into constituting itself as a body that can actually employ someone, so that could either be a foundation or an association or something similar.  Could I suggest that you discuss this on the RIPE list, not the members discuss list, and then when you have come to some sort of ideas that you present them back to the members, because the members will probably eventually end up footing the bill.  But yes, that sounds like an eminently sensible idea, but it does have to be done in that direction, that order.  Is that okay?  Does that make sense? 

ERIK BAIS:  Perfect sense. 

CHAIR:  Thank you for bringing that up. 

Any other points that want to be brought up?  Sorry, there isn't a spot in the agenda for this.  But there is no reason why we shouldn't.  Okay.  Going once, twice, going three times. 

Thank you, I adjourn the meeting.  Thank you very much everyone.  See you at 10:45 on Thursday morning. 

The meeting concluded.