EC roles & obligations

Roles of the EC

In accordance the APNIC By-Laws, clause 30, the main functions of the Executive Council are:

Extract

To act on behalf of the Members in the interval between AGMs within the limits of the powers delegated to it by the Members;
To manage the activities, functions and affairs of APNIC and the corporation;
To exercise all such powers and do all such acts or things as may be required to be exercised or done by the corporation or the directors of the corporation, subject to the provisions of the Memorandum and Articles of Association of the corporation and to such requirements as may be prescribed by a resolution of the directors of the corporation;
To take all steps to facilitate and implement the decisions of the Members at Annual General Meetings and, where appropriate, of the decisions of other meetings of APNIC;
To consider broad Internet policy issues in order to ensure that APNIC’s policies and strategies fully respond to the constantly changing Internet environment;
To ensure the efficient coordination of the work of APNIC;
To establish the basis for the budget of APNIC and determine, in the light of the decisions taken by the Members on the reports referred to in by-law 5(b) … a ceiling for the expenditure of APNIC until the next AGM after considering all relevant aspects of the work of APNIC in that period;
To provide any general directives dealing with the staffing of APNIC and, if necessary, fix the basic salaries, the salary scales and the system of allowances and pensions, if any, for all employees of APNIC;
To elect the Director General.

Obligations of EC Members

Each member of the APNIC Executive Council is an Officer of APNIC Pty Ltd

Under the Australian Corporations Act, the responsibilities of an Officer of APNIC include:

To act in good faith
To act in the best interests of the company
To avoid conflicts between the interests of the company and the Directors or Officer’s interests
To act honestly
To exercise care and diligence
Legal liabilities, including financial penalties and other legal sanctions, may be incurred under Australian law if an EC member fails to act diligently in accordance with these responsibilities.

Director indemnity

APNIC indemnifies EC members against

Legal fees
Judgments
Fines
Settlement amounts

Provided that

The individual has acted honestly
Acted in accordance with the relevant procedures and provisions of APNICs By-laws and adopted procedures
And acted in good faith in serving the best interests of APNIC.

APNIC has Directors and Officers Liabilities insurance cover that applies in this context. This indemnity is limited to the extent permitted by Australian Corporations Law.

Confidentiality requirements

All business undertaken by the EC is confidential to the EC

All EC members are requested to execute a formal non-disclosure undertaking with APNIC
EC members should respect this confidentiality by:
1. Not recording EC meetings
2. Not inviting other members to participate in, or listen into EC meetings without the prior permission of the Chair of the EC
3. Not circulating EC mail messages to any third party without the express permission of the Chair of the EC
4. Not divulging any membership information of which they are aware as an EC member.

EC Member remuneration

APNIC does not pay EC members

EC members receive no financial remuneration from APNIC
APNIC does not extend any membership benefits or privileges to EC members, nor to the member organizations of APNIC EC members
EC members may claim expenses from APNIC, such as:
1. Personal costs incurred through discharging duties
2. Costs of travel to face-to-face EC meetings.

EC Meetings

APNIC Executive Council meetings are held face-to-face four times per year.

Twice yearly they are held in conjunction with APNIC member meeting events.
Additional extraordinary meetings (teleconferences or face-to-face) can be called as required.
All meetings are minuted.