Summary

  • A proposed Articles amendment would place RIPE NCC’s CEO on the Board as an executive member alongside seven member-elected non-executive members.
  • The General Meeting vote opens on 28 October and closes on 30 October; a two-thirds majority and a later notarial deed are required for the change to take effect.

The proposed CEO seat comes with a Board vote, a job description and a supervisor sitting across the table. That is the interesting part of RIPE NCC’s proposed governance change.

Members vote on Resolution 2 at the October General Meeting. The amendment would turn the current seven-member Executive Board into a Board with executive and non-executive members. The seven elected members would serve as non-executives; the Managing Director, or CEO, would join as an executive member. The proposed rules allow one to three executives and four to seven non-executives.

The split is unusually legible. Executive members would run day-to-day management. Non-executives would supervise executive policy and the Association’s general course, advise the executives and keep their supervisory duty even when Board tasks are divided. Only non-executives could serve as chair, secretary or treasurer. Each Board Member would have one vote, with ordinary decisions passing by a simple majority.

The membership keeps the election lever. The General Meeting would set the number of non-executive seats and elect those members from nominations made by members. Non-executives would set the number of executive seats, appoint executive members and could suspend or dismiss them. The General Meeting could suspend or dismiss a non-executive member by a two-thirds vote.

That leaves the CEO inside the body that oversees the CEO’s executive work. It also leaves seven elected non-executives with the formal supervisory role and the power to choose the executive members. The amendment makes that coexistence part of the Articles instead of leaving the org chart to explain itself.

Voting opens at approximately 18:00 UTC+2 on 28 October and closes at 09:00 UTC+2 on 30 October. Results are scheduled for 10:30 UTC+2 that day. Resolution 2 needs at least two-thirds of votes cast. An affirmative result authorises the Board to arrange a Dutch notarial deed; the Articles say the amendment takes effect only when that deed is executed.

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