With different types of fiduciary duty, one puts the beneficiaries' interests before one's own; yes, this is clear. The fiduciary is the individual director. The beneficiaries are the membership and the organization. To the best of my knowledge the EB members do that well; the individual members put the memberships' and organization's interests before their personal interests.

As to whom the EB reports to and is responsible (= accountable) to - it is the membership, not the organization. The membership appoints a person to the EB to represent their interests as well as to manage and oversee the organization. Then, in RIPE's case the EB distributed the day-to-day management of the organization to the management team keeping oversight. Were this some kind of corporate structure (LLC, PLC, ..) rather than association, the word membership would be replaced by the word shareholders.

From: Michele Neylon - Blacknight <michele@blacknight.com>
Sent: Friday, April 12, 2024 15:52
To: Kaj Niemi <kajtzu@basen.net>; members-discuss@ripe.net <members-discuss@ripe.net>
Subject: Re: [members-discuss] [comms-circle] Re: Re: Re: [ncc-announce] [GM] Draft RIPE NCC Charging Scheme 2025 Proposals

If you are on the Board of a company / organisation you have a fiduciary responsibility to it. That’s crystal clear to me.

Yes, Board members are meant to represent our interests and we can choose to replace them if we are unhappy with their performance.

Blacknight Internet Solutions Ltd, Unit 12A,Barrowside Business Park,Sleaty Road,Graiguecullen,Carlow,R93 X265,Ireland Company No.: 370845

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From: Kaj Niemi <kajtzu@basen.net>
Date: Friday, 12 April 2024 at 13:44
To: Michele Neylon - Blacknight <michele@blacknight.com>, members-discuss@ripe.net <members-discuss@ripe.net>
Subject: Re: [members-discuss] [comms-circle] Re: Re: Re: [ncc-announce] [GM] Draft RIPE NCC Charging Scheme 2025 Proposals

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Yes, it we chose to read different parts of the same page. The words "board members are fully responsible towards the RIPE NCC membership" look pretty clean cut to me. Remember, one cannot really serve two masters. One must choose one to avoid agency issues.

From: Michele Neylon - Blacknight <michele@blacknight.com>
Sent: Friday, April 12, 2024 15:27
To: Kaj Niemi <kajtzu@basen.net>; members-discuss@ripe.net <members-discuss@ripe.net>
Subject: Re: [members-discuss] [comms-circle] Re: Re: Re: [ncc-announce] [GM] Draft RIPE NCC Charging Scheme 2025 Proposals

The RIPE NCC Executive Board’s role is fairly well explained on the RIPE site:

They *represent* the members, but they are *responsible* to/for the organisation

Blacknight Internet Solutions Ltd, Unit 12A,Barrowside Business Park,Sleaty Road,Graiguecullen,Carlow,R93 X265,Ireland Company No.: 370845

I have sent this email at a time that is convenient for me. I do not expect you to respond to it outside of your usual working hours.