Meeting of the ARIN Board of Trustees - 25 January 2022 [Archived]

via teleconference

 

Attendees

• Bill Sandiford, Chair

• Tina Morris, Vice Chair
• Bram Abramson, Trustee
• Nancy Carter, Treasurer
• John Curran, President & CEO
• Peter Harrison, Trustee
• Catherine Middleton, Trustee
• Paul Andersen, Past Chair

ARIN Staff

• Michael Abejuela, General Counsel, Secretary
• Alyssa Arceneaux, Executive Coordinator, Scribe
• Einar Bohlin, V.P. Government Affairs
• Richard Jimmerson, COO
• Brian Kirk, CFO
• Steve Ryan, Counsel
• Thérèse Simcox, Sr. Executive Assistant
• John Sweeting, CCO

1. Welcome and Agenda Review

The Chair called the meeting to order at 3:04 p.m. The presence of a quorum was noted.

The Chair reviewed the agenda with the Board. The Chair noted that after conferring with the President, some of the committees will be seated at this meeting and others will be held until the face to face in February.

2. Consent Agenda

• Approval of the Minutes. (Exhibit A) “The ARIN Board of Trustees approves the Minutes of 15 December 2021, as written.”

• Approval of the Minutes. (Exhibit B) “The ARIN Board of Trustees approves the Minutes of 5 January 2022, as written.”

• Adoption of ARIN Board Standing Rules. (Exhibit C) “The ARIN Board of Trustees adopts the ARIN Board Standing Rules, as written.”

It was moved by John Curran, and seconded by Catherine Middleton, that:

“The ARIN Board of Trustees approves the Consent Agenda, as written.”

The Chair called for discussion. There was none.

The motion carried with no objections.

3. Ratification of ARIN Policy

At their meeting on 20 January 2022, the ARIN Advisory Council moved to forward ARIN Recommended Draft Policy 2021-2 to the ARIN Board of Trustees for ratification. (Exhibit D) The President went through the specifics on the new change. The President pointed out that this policy change was discussed among the community and then approved by the Advisory Council before being brought to the Board. He noted that the policy development process was followed.

It was moved by John Curran, and seconded by Peter Harrison, that:

“The ARIN Board of Trustees, based upon the recommendation of the ARIN Advisory Council, and noting that the ARIN Policy Development Process has been followed, adopts ARIN Recommended Draft Policy ARIN-2021-2: Special Use IPv4 Space Out of Scope for Purposes of Determining Waitlist Eligibility.”

The Chair called for discussion. There was none.

The motion carried via roll call vote, unanimously.

4. Non-Disclosure and Conflict of Interest Disclosure Review

The General Counsel provided an attorney-client privileged briefing and provided materials to the Board in a breakout room. It was noted that each Board member was given the opportunity to review every other Board member’s respective declaration and to pose clarification questions as needed.

5. Appointments of Board Members to Standing Committees and Other Roles

The Chair recommended that the Board not seat the following committees at this meeting, and set them at the face-to-face meeting in February: Board Governance, Nominations Committee, and Risk and Cybersecurity Committee. He then went on to make recommendations for the other Committees and Election Officer.

It was moved by John Curran, and seconded by Catherine Middleton, that:

“The ARIN Board of Trustees approves the establishment of their 2022 Committees, appointing the following Board Members, as follows:

• Compensation Committee: Bill Sandiford (Chair), Nancy Carter (Treasurer), Tina Morris
• ARIN Finance Committee: Nancy Carter (Treasurer), Peter Harrison, Catherine Middleton, Bram Abramson
• Mailing List AUP Committee (Board Representatives): Bram Abramson (Chair)
• Election Officer and Vote Counter: Nancy Carter

The Chair called for discussion.

The motion carried with no objections.

6. Authorization of the Treasurer to Approve Future Commitments

The President stated that ARIN prefers to have documented financial controls since ARIN works within a Board approved budget.

It was moved by John Curran, and seconded by Catherine Middleton, that:

“The ARIN Board of Trustees authorizes the Treasurer to approve expenses beyond the current approved budget year as long as they are in the normal course of ARIN’s business, are reasonable and customary, and are consistent with the Board’s current expenditure guidance.”

The Chair called for discussion. The Chair noted that this is a standing item going back a number of years.

The motion carried with a roll call vote, unanimously.

7. Update on Governance Working Group Consultations

The President stated that the single-transferable-vote (STV) consultation started out with energetic discussion but has calmed down a bit since. The community has asked for more information regarding STV and the importance of the change. The Board will need to weigh the consultations before taking any further steps. The STV consultation has some time in its run until 7 February. The President also stated that we have engaged with ARIN’s new election system vendor regarding STV implementation options and provided the GWG with a memo covering pertinent details.

The GWG Chair, stated that it was under the GWG’s understanding that the final two consultations had already been approved but just needed to work on edited versions with ARIN Communications team before moving on. The President understands that there was Board intent to move forward with the consultations as previously reviewed but wanted to make sure that the Board did not want to see the edited consultations before issuance. The General Counsel stated that the Board had approved the consultations but needs clarification that they are good to go without seeing the language with the additional edits from the ARIN Communications team. The GWG Chair would like to proceed barring any major changes from the ARIN communications team. The Chair agreed and asked the rest of the Board if there were any concerns; there were none, so the consultations are approved to move forward without coming back to the Board.

8. Equipment Lease Memo

(Exhibit E)

The CFO presented this memo as a follow up to the approved 2022 budget line item re: equipment leasing. He stated that he went to the market and got quotes from a few companies; and he has previously worked with CalFirst and finds them easy to work with. CalFirst, in his opinion, came up with the best option with flexibility. The Finance Committee did provide unanimous written consent.

It was moved by John Curran, and seconded by Nancy Carter, that:

“The ARIN Board of Trustees approves the entry of ARIN into a lease agreement for equipment.”

The Chair called for discussion. There was none.

The motion carried with roll call vote, unanimously.

9. ARIN Quarterly Reports Review. (Exhibits F, G, H, I)

The President presented the quarterly reports.

• Activity Report. The President covered the major trends and activities that ARIN has been working on for the previous 3 months; and he pointed out that ARIN continues to achieve planned results even during the ongoing pandemic. He noted the numbers in these reports are estimates as final numbers will be complete in a few days.
• Management Report. The President stated that the report is available for the Board to review at their convenience and to come back to Staff with any questions or concerns.
• Risk Register. The President focused primarily on the high impact/high probability items of the register. He went through the list. The President also noted that addressing the cyber risks items will be moving ahead at a faster pace within ARIN now that a VP of Cybersecurity has come on board. The President also noted that the VP of Cybersecurity already had recommendations he is putting in front of the Board (which is later on today’s agenda). He also noted that for now, reviewing cyber risk is part of the Finance Committee but there has been some discussion that this would move to the Cybersecurity Risk Committee once chartered and appointed. The Treasurer suggested that more fulsome disclosure on the Cybersecurity Risk and its mitigation in the Risk register table would provide useful information for Trustees.
• Technical Debt Report. The President stated that the report is available for the Board to review at their convenience and to come back to Staff with any questions or concerns.

The President will be providing ARIN’s 2022 Management Objectives to the Board shortly based on the approved budget.

10. Security Program and Certification Recommendations.

(Exhibits J, K)

The Chair turned this over to the COO. The COO stated that the VP of Cybersecurity (Christian Johnson) had provided two memos to the Board. The first discusses the security certification (SOC 2 Type-1) that he recommends – initially for RPKI service to be complete by the end of 2022 and move forward with Type-2 audit going forward. The second memo addresses areas where ARIN’s cyber infrastructure can be strengthened, from all aspects, and his recommendations.

The COO suggested that when the Risk and Cybersecurity Committee is set up that the VP of Cybersecurity should be the staff that supports that committee. Ms. Middleton, asked if Mr. Johnson would be joining the Board meetings in the future; the President said that it was up to the Board. The Chair asked for Mr. Johnson to join the meetings in the future, or at least to give reports/updates in person.

Mr. Harrison expressed concern about the possibility of ransomware and cyber-attacks. He thinks it would be helpful to have a recovery plan if such an attack would occur. The President agreed and stated that the Mr. Johnson has been working on a recovery plan.

11. ARIN Board 2022 Calendar and Teleconference Schedule Discussion

Note: in 2021 the decision was made to schedule a monthly Board meeting on the 3rd Wednesday of each month from 4:00 p.m. – 6:00 p.m. ET. The Chair stated he would like to have a plan going forward for 2022 teleconferences by the face to face in February. He would like the Board members to come prepared to set a plan for dates and times. The President stated that ARIN is flexible with whatever the Board decides.

12. ARIN General Counsel Update

The General Counsel provided an attorney-client privileged update on legal matters to the Board.

13. Open Action Item Review

(Exhibit L)

The President provided an update on the action item list to the Board.

14. Any Other Business

The Chair asked for any other business. There was none.

15. Adjournment

The Chair entertained a motion to adjourn at 4:49 p.m. John Curran moved to adjourn, seconded by Peter Harrison. The meeting adjourned with no objections.