Question & Answer 00:12 Sunday Folayan: Good morning members. I hope we've all had breakfast. We're very late into the meeting, and I would like to apologize that we're starting late. You would remember when I adjourned yesterday, the request from the community is that I email some documents to the community. That I have done, but there is some challenge with it being delivered through the email system, so I'd like to hand over the microphone to the CEO to explain what's being done about that. 00:57 Alan Barrett: Hi, thank you. Good morning members. I can confirm that there was a configuration error in the mailing list settings, which caused the mail from the Chair of the board to be discarded because he was not registered as a subscriber. I have given... [laughter] 01:23 Alan Barrett: The thing is he has multiple email accounts, and one of his email accounts is a subscriber and another one is not. If you send from the wrong account, it doesn't go through. So up to there, it makes sense, but the part that doesn't make sense is he did not even receive a notice that his mail had been rejected. I have given instructions to the staff to investigate and fix this problem. I apologize on behalf of the AFRINIC staff. 01:55 Sunday Folayan: Thank you Alan. I resent with the account that is subscribed, so I hope in a few seconds we should be hearing the tune "You got mail." [pause] 02:34 Badru Ntege: Chair. Chair. 02:45 Sunday Folayan: Yes, Badru? 02:47 Badru Ntege: May I be allowed to speak? 02:50 Sunday Folayan: Yes, you may speak. 02:51 Badru Ntege: Okay. Chair, I feel I have to make a statement to the community regarding the information that was sent to the community. I do not feel it's a true reflection of what we should have been sending, and I'd like to get the opportunity to share with the community the full reflection. I'd like to hear from you on that one. 03:37 Sunday Folayan: Okay, thank you Badru. I have been advised, and the advice is that I had not called the meeting to order, so I hereby call the meeting to order. Having called the meeting to order, you have asked for the floor, you have the floor. 03:57 Badru Ntege: Thank you Chair. Members, the event of the day and the information that has been shared is not a true reflection of what happened that day. What came up to that day was a combination of a long disturbance from the board, from two members of the board, who then ultimately decided that they needed to do that. In that particular process, some information was divulged by one of the members. That information, I fear, is critical for the members to be shared that information, but the board, in it's wisdom, decided that that information should be withheld. I am not part of that, and I totally specifically refused to accept that information. I do ask the board to share the motion from Christian Bope, so that we can continue the day. 05:00 Sunday Folayan: Sorry, can you repeat what you said? 05:02 Badru Ntege: I said that there's information that is missing from what was shared onto the members, which would build up the full story of the events of that day. I would like to ask for a motion that was excluded in those minutes to be shared. We will then be able to get the full picture of the event, which will then grow a picture of exactly why we have a problem. 05:29 Sunday Folayan: Fiona? 05:31 Fiona Asonga : I think yesterday when we were closing, I said something here that I expected the board to go and sit down and think about. We don't want... Okay, as a community, I don't think we have allowed or agreed to having a public board meeting. How you come to decisions as a board should really remain at the board, let me now spell it out. We have asked for certain things to be sent to us, they have been sent this morning. We've managed to go through them. We should be able to get through the next level, but if the board wants to come and air all their dirty linen in front of the community, the AFRINIC community, and the global community online then I think we have really lowered ourselves as an African community. Let us have some dignity. [applause] 06:31 Fiona Asonga: Please, let us respect ourselves and let us respect each other. If we cannot respect ourselves, then I'd rather pass a motion we cancel this AGM, we don't go through with it, we push it for another six months, we give the board time to strangle, fight, hang, kill, do whatever you're going to do to each other in that board room. But when you come out here to the community, come with one voice and respect yourselves. 07:12 Sunday Folayan: Nishal? 07:14 Nishal Goburdhan: Hello my name is Nishal from Internet Service Providers Association of South Africa, I'm a member in good standing. I was going to say some of what Fiona said, but she said it so nicely that all I can say is plus one Fiona. We put you on the stage to come up with a consensus to give us an idea of what you think is best for us. All we're asking for is the ____ for some of that. I fully expect that there are decisions that you make that or do not make or choose not to talk about, that's why we elect you. That's why we ask you just to give us the end goal, the ____ of it. Not every little bit. We don't have the time for that and I think all the members here wanna move on with the meeting. Thank you. 07:52 Sunday Folayan: Thank you. Boubakar? And Omo will be the last at the mic. Next is Boubakar Barry. 08:02 Barry Boubakar: I do not agree with what has been said... [French] 08:58 Barry Boubakar: I have no problem, I understand French. I know that the Chairman understands French but some people don't. [French] 09:31 Barry Boubakar: I speak French as well. [background conversation] 10:21 Omo Oaiya: Is hiding something from the community. Maybe we you all should go. If you can't tell us as a community what problems we have are, it doesn't matter if we elect you to be on the board and if you are suppose to be there to help us. You're there to serve us. You can't keep things away from us. Just wanted to share that. 10:46 Sunday Folayan: Thank you. Boubakar? [French] 10:49 Barry Boubakar: Mr. Chairman, I'm saying that I do not agree with the fact that the board should come with one voice if there are things that are not regular. I think that the board must discuss, take decision, have a consensus, maybe vote if necessary, but I did not come here with this decisions. But if I'm told that what the board is presenting to us does not reflect the reality then there's a problem and I do not... I don't agree that we say that a member of the board that says what is submitted does not represent reality, I think that you should discuss together. We agree on something, but if the community asks for information, we expect real information, not truncated information. That's a problem for me. I agree that if the proof that what the board has presented does not reflect is not reality, this is very serious and that the board should resign. Thank you. 12:16 Sunday Folayan: I'll yield the floor to the counsel at this point, the legal counsel of AFRINIC. 12:27 Ashok Radhakissoon: Well, I don't know if it is a legal matter really for me to take a stand on. So, for me, what is happening I can only tell you, I just take stock of it now. I was in the board meeting for most of the time and I was never aware that there was going to be an individual address by a particular board member to the community. So, I have to confess my inability to tell you what I make of what is happening this morning, is not something that I can go to my bylaws to which go I normally when I'm stuck nor can I go to my companies act, unless to tell you my past experience as a former chairman of the ICT and broadcast authority of Mauritius, as a simple person, that in terms of board ethics, what is happening should not have happened. That's all I can say, thank you. 13:42 Sunday Folayan: Thank you counsel. I'd like to also yield the floor to the CEO to make some comments. 13:50 Alan Barrett: Thank you Chair. Members, observers, in my current position as CEO I am a member of the board with full voting rights. I was not present at the November meeting which is in question. However, I have received permission from the chair to share with you something which might otherwise be under NDA. At the meeting in November there was a very long discussion within the board which could be considered to be personal attacks between people who were in that meeting. During that November meeting, a decision was made to keep details of that discussion out of the minutes. The board spent some time over the past days going through the notes from the meeting and ensuring that the summary which was shared with you this morning did not include the section which the board had agreed to keep out of the minutes. That's the essence of what's going on here. There was personal information, proposals about sanctions against board members which was decided to be kept out of the record. 15:20 Sunday Folayan: Thank you very much. 15:24 Badru Ntege: Chair? 15:28 Sunday Folayan: Badru, I would still like to give you the floor, but I would like members now to discuss because members should be discussing. 15:37 Badru Ntege: Chair, I just wanted to clarify a little bit out with the CEO. It was not a personal attack, it was an admission by a member or board. It was an admission of a member of board of an act. That is all I want to share. So, it's not a personal attack, it's an admission. It's not an accusation. It came from a member's mouth himself. 15:54 Sunday Folayan: Thank you Badru, but you will still give the floor to other members to talk. Frank? Frank Habitch Speaker 8: Hello good morning my name is Frank from Internet Service Provider's Association of Tanzania. I think the question before us is whether we want to, we members, want to bring out a big lot of dirty laundry here and I feel I'm against that. 16:18 Sunday Folayan: Thank you. You're recognized sir. [French] 16:24 Arnaud Amelina: I am Arnaud Amelina of Togo. I support what Mr. Boubakar has said. When the concerns are the level of the board, I think that the community has the right to know because it's the community that has elected you and you have chosen yourselves. It's important that the community be aware of the problems so that they can help you solve them as soon as possible because if the head that is not doing well then the body as well will not be doing well. 17:07 Sunday Folayan: I'd like to just quickly ask members of the board here to make statements about what they think is the problem they have on the board so it won't... Okay. I am being advised by the counsel that this is not the forum for that, but sincerely I... Okay. Ben. 17:36 Benjamin Shaun: Hello. Yes,... My name is Benjamin Shaun. I'm from Ghana and I support what Dr. Boubakar said and my other colleague said. I think we are the members of the organization, we elected you to represent us and we expect that you would also do what is necessary. Provide the full information. In the case where there seems to be some kind to be of disunity within the members and the board, I think it is your responsibility to ensure that we have full information to make informed decisions. Therefore, I support what Dr. Barry and my other friends said. Thank you. 18:17 Sunday Folayan: Thank you. Boubakar, what are we supposed to do? Everybody seems to support you. [French] 18:31 Barry Boubakar: Mr. Chairman, what I said was very clear. I said that there is a member of the board who apparently does not agree with what you have said, what you have done. So what was transmitted to the community does not reflect reality. I'm saying that if there are proofs that this is the case, I would say that there is a problem of the board, because then there is a problem of trust of the community, vis-a-vis of the board. What I said is very clear. I've not said that what Mr. Badru said is true, but if I'm saying that if there are proofs that it is true, then it's serious and then that way, I wanted to tell the board about what my conscience was. 19:27 Wale Oduko: Wale. Thank you, Chair. My name is Wale Oduko, I'm at the University, Nigeria. The community has, in my own opinion, respected the board, and I think the board is still dragging us back with whatsoever is the problem between them. I want to move a motion that this community give the board the next 30 minutes to sit down amidst themselves, resolve whatsoever is the problem. If they cannot do that after we reconvene, then the community should decide a way to move forward. Thank you. [pause] 20:19 Sunday Folayan: Can we put the... Can Secretariat please put the document shared with the community on the screen? I would ask Haitham to make a statement. 20:35 Haitham El Nakhal: Thank you chair. Okay. [background conversation] 20:57 Haitham El Nakhal: First, I would like to present the minutes, summary of the minutes of the meeting, the last meeting in Mauritius. Then, please, after we finish the presentation, if you have any comments, any more question, we can discuss it, okay? Thank you. So please just give us 15 minutes to do that. Thank you. [background conversation] [pause] 22:48 Haitham El Nakhal: So, at the beginning of our meeting in Mauritius, there was a motion proposed by Mr. Andrew Alston as a board member and seconded by Mr. Kris Seeburn as a board member... 23:09 Badru Ntege: I think the community has the ability to read that on the website. You've already released it, why are you going through reading this whole thing? 23:16 Sunday Folayan: So, would you like me to go to... 23:29 Sunday Folayan: If any member wants to make contributions as a board member, beyond the people I ask to speak on behalf of the board, members are free to go to the floor and make comments. I want to make that very clear. But to save the time of the community, I would like to just summarize things so we can move faster. Basically, as Alan said, who was not even sitting at that time, some decisions were made. Resolution number one: Motion to review chairmanship of the board. Is there any problem with that resolution? If there is, let us take it now so we can move this meeting in a focus. Is there any problem with that resolution? 24:27 Sunday Folayan: So, the resolutions said... Sir, if you would like? Chair, allow me? 24:32 Sunday Folayan: Sure, Haitham you have the floor. 24:35 Haitham El Nakhal: Okay, the resolution... Please, Guylaine, go to the resolution. Down, down, down, down to the resolution. The board has taken the conclusion that Mr. Badru Ntege has stepped down as Chairman of the AFRINIC board unanimously resolves to appoint Mr. Sunday Folayan as a chairman of the board, to appoint Mr. Badru Ntege as vice chair of support and detail of this resolution is what's listed above this resolution. 25:08 Sunday Folayan: And the resolution was proposed by Badru and seconded by Sunday. Is there anything wrong with that resolution? Absolutely, we move on. 25:24 Haitham El Nakhal: Okay, thank you. So with this resolution the board resolve it, information discussed within the board shouldn't be disclosed to the said Badru, the result of approval. Violation will lead to expulsion from the board as provided by the bylaws. As a board member once we are elected, as you know, we sign an NDA. This NDA prevent us from exchange or disclose information that we know including board meeting to any other third party. So there are some confidential information we couldn't share with you, unfortunately. Okay? 26:07 Sunday Folayan: This resolution was also debated, weighted upon and approved unanimously. There is no dissent on this resolution. Absolutely no dissent. 26:23 Haitham El Nakhal: We decide according to the bylaws and we signed NDA, according to the company act also. Okay? 26:28 Floor: Chair, may I? 26:30 Sunday Folayan: I'll give you the floor, but let him finish. Next resolution. 26:33 Haitham El Nakhal: Next resolution, the board voted and approved unanimously a fresh connoted charter and the recruitment process. It's for a search for CEO, new CEO for AFRINIC. So, Chair, could you please... 26:52 Sunday Folayan: Any problem with this resolution? Next one. 26:58 Haitham El Nakhal: Okay. The board approved that Mr. Adiel Akplogan be appointed as secretary of the CEO search committee. 27:07 Sunday Folayan: Next resolution. 27:10 Haitham El Nakhal: The board resolved that to assert that it will be delegated to the CEO to his use any available message at his discretion as ... to get large resource allocation application. 27:23 Haitham El Nakhal: Thank you, next resolution. 27:24 Haitham El Nakhal: The board approves the minutes of the board meeting dated 3rd of November, 2013 as presented by the secretary. 27:36 Sunday Folayan: Next resolution. 27:36 Haitham El Nakhal: The board resolved to appoint Mr. Alan Barrett and Mwenda Kivuva as members of the AFRINIC community, and Ernest Byaruhanga as AFRINIC staff those are Consolidated RIR IANA Stewardship Proposal, CRISP team, Zanzibar. Then an agenda item regarding investigating and the resolution is to adapt on the capacity building plan examined on 25th of November, 2015, during it's meeting and to implement it as from 2015 financial year.