Meeting of the ARIN Board of Trustees - 24 January 2024

Honolulu, HI

Attendees

Bill Sandiford, Chair
Tina Morris, Vice Chair
Nancy Carter, Treasurer
John Curran, President & CEO
Dan Alexander, Trustee
Peter Harrison, Trustee
Hank Kilmer, Trustee
Robert Seastrom, Trustee
Chris Tacit, Trustee (virtual)

ARIN Staff

Michael Abejuela, General Counsel, Secretary
Erin Alligood, Chief Human Resources Officer
Alyssa Arceneaux, Executive Coordinator, Scribe
Einar Bohlin, Vice President, Government Affairs
Richard Jimmerson, Chief Operating Officer
Christian Johnson, Chief Information Security Officer
Brian Kirk, Chief Financial Officer
Therese Simcox, Sr. Executive Assistant
John Sweeting, Chief Customer Officer

1. Welcome, Agenda, and Conflict of Interest Disclosure Review.

The Chair called the meeting to order at 9:06 am HST. The Chair asked for any conflict of interest with the agenda. There were none.

Approval of the Minutes of December 19, 2023. Exhibit A
ARIN Board Action without Meeting – Approve Version 3.0 ARIN Participants Expected Standards of Behavior. (Exhibit B)

On January 11, 2024, the ARIN Board of Trustees confirmed by unanimous consent the updated Expected Standards of Behavior, with all Trustees consenting to the action in writing to the motion: “The ARIN Board of Trustees approves the Version 3.0 ARIN Participants Expected Standards of Behavior, as presented.”
RSD Audit Summary. (Exhibit C)
2023 401k Audit Report. (Exhibits D, E)
Adoption of the updated ARIN Board Standing Rules. (Exhibits F, G)

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

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

The motion carried unanimously.

3. Election of Officers

The President chaired the meeting for this agenda item.

Chair. The President opened the nominations for the position of Chair. Nancy Carter nominated Bill Sandiford. The President asked Bill Sandiford if he would serve if elected. Bill Sandiford stated he would serve and accepted the nomination.

The President called for further nominations There were none. Bill Sandiford was elected Board Chair by acclamation.

The President turned over the chairing of the meeting to the newly elected Chair.
Vice Chair. The Chair opened the nominations for the position of Vice Chair. Nancy Carter nominated Tina Morris. The Chair asked Tina Morris if she would serve if elected. Tina Morris stated she would serve and accepted the accepted the nomination.

The Chair called for further nominations. There were none. Tina Morris was elected Board Vice Chair by acclamation.
Treasurer. The Chair opened nominations for the position of Treasurer. John Curran nominated Nancy Carter. The Chair asked Nancy Carter if she would serve if elected. Nancy Carter stated she would serve and accepted the nomination.

The Chair called for further nominations. There were none. Nancy Carter was elected Board Treasurer by acclamation.
Secretary. The Chair asked the President to explain what the Board has done in the past, specifically with this position. The President noted that the ARIN officer positions do not need to be held by members of the Board of Trustees and that most recently, the General Counsel has been serving in the Secretary position. The Chair opened nominations for the position of Secretary. Bill Sandiford nominated Michael Abejuela. The Chair asked Michael Abejuela if he would serve if elected. Michael Abejuela stated he would serve and accepted the nomination.

The Chair called for further nominations. There were none. Michael Abejuela was elected Board Secretary by acclamation.

4. Non-Disclosure and Conflict of Interest Disclosure Review

The President asked the staff to step out. The General Counsel provided an attorney-client privileged briefing and provided materials to the Board. It was noted that each Board member reviewed every other Board member’s respective conflict-of-interest declaration and posed clarification questions as needed.

5. Authorization of the Treasurer to Approve Future Commitments.

The President explained what and why this authorization is needed. One example given is a possible future hotel contract that is beyond the current budget year. Having a formal motion that authorizes Treasurer approval of these future commitments is the most reasonable way to provide oversight for these expenditures.

Mr. Tacit asked the question, are there any internal limits or controls on non-approved expenses? The President stated that this motion focuses only on future years, as there are extensive financial controls for normal expenditures. The Treasurer confirmed that there are constraints and that she reviews them with Brian annually.

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

“The ARIN Board of Trustees authorizes the Treasurer to approve expenses beyond the current budget year as long as they are reasonable and consistent with expenses that have typically been included in ARIN’s budget and activity plans.”

The Chair asked for discussion. There was none.

The motion carried unanimously, via roll call vote.

6. ARIN Board Committee Charters.

The General Counsel stated that all charters had two items added, specifically delegating powers and then a Governance Committee recommendation, on the expectations of the role of a Committee Chair.

Compensation Committee. (Exhibit H, I)

Ms. Carter had a few editorial notes, to include updating the title for Ms. Alligood and rewording of the sentence regarding advisory capacity of the CHRO and General Counsel. She also asked that the last two sentences in section 4.0 be omitted from just this committee charter as minutes are not necessary in order for the discussions to remain confidential.

Mr. Tacit asked about stronger wording in the committee chair expectations. The President noted that these are expectations and not necessarily limited, thus the use of the word ‘include’. Mr. Alexander asked for the need to add this to all the Charters. Ms. Carter said that the Governance committee noted there was a lack of clarity of committee chair duties overall and therefore thought this would be the best way to clarify across all committees. The General Counsel stated that this would help as the Board is expanding and leads to consistency and authority.

The President suggests moving forward with the language as listed and have the Governance Committee review the specific duties for each committee in the upcoming year. The Chair agrees with this process and the wording of expectations verse duties.

It was moved by Nancy Carter, and seconded by Dan Alexander, that:

“The ARIN Board of Trustees accepts the Compensation Committee Charter, as amended.”

The motion carried unanimously, with one abstention (John Curran).
Mailing List Acceptable Use Policy Committee. (Exhibit J, K)

The General Counsel stated that same two edits, delegation of authority and the expectations of the committee chair.

It was moved by John Curran, and Hank Kilmer seconded, that:

“The ARIN Board of Trustees accepts the Mailing List Acceptable Use Policy Committee Charter, as presented.”

The President has one edit - section 4.0 will change from “at least quarterly” to “as needed”.

The motion carried unanimously.
Finance Committee. (Exhibits L, M)

The General Counsel stated that same two edits, delegation of authority and the expectations of the committee chair. The CFO stated that there were no further changes. The President did qualify that the Board does give delegation and authority to the Finance Committee to make certain budget decisions.

It was moved by Tina Morris, and seconded by Peter Harrison, that:

“The ARIN Board of Trustees accepted the updated Finance Committee Charter, as presented.”

The motion carried unanimously.
Nomination Committee. (Exhibit N – exhibit not added)

The General Counsel noted that the Governance Committee has significant changes to the Nomination Committee Charter, which includes changes to the Election Process and Election Calendar. One important change is reflecting the focus of the Nomination Committee on recruitment since candidate assessment is delegated to a third-party vendor.

Mr. Tacit stated that as a participant in the revised process, the only thing that was difficult was not being able to send information to the voting contacts as a group, not individually. He asked that the Governance Committee discuss this also. Ms. Carter asked about Canadian members giving permission. The President noted that organizations provide permission to be contacted and that the Committee and the Board at large should look at candidate communication and a discussion about guideposts.

The Board did not move forward with the motion and await an updated charter proposal from staff. Ms. Morris asked for a Board discussion on the 2023 Election be added to Any Other Business.
Governance Committee. (Exhibits O, P)

The General Counsel stated that same two edits, delegation of authority and the expectations of the committee chair.

It was moved by John Curran, and seconded by Chris Tacit, that:

“The ARIN Board of Trustees accepts the updated Governance Committee Charter, as presented.”

The Chair asked for discussion.

The motion carried unanimously.
Risk and Cybersecurity Committee. (Exhibits Q, R)

The General Counsel stated that all charters had two items added, specifically delegated powers and from the Governance Committee recommendation on the expectations of the Committee Chair.

It was moved by Peter Harrison, and seconded by Nancy Carter, that:

“The ARIN Board of Trustees accepts the updated Risk and Cybersecurity Committee Charter, as amended.”

The motion carried unanimously.

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

The Chair stated that there were discussions before this meeting but happy to make changes if requested. The President noted that there is an opportunity to change up how many people are on a committee with the larger Board, if the Board desires as such.

It was moved by Tina Morris, and seconded by Rob Seastrom, that:

Suggested Motion:

“The ARIN Board of Trustees approves the establishment of their 2024 Committees, appointing the following Board Members, as follows:

Compensation Committee: Bill Sandiford (Chair), Nancy Carter (Treasurer), Tina Morris

ARIN Finance Committee: Nancy Carter (Treasurer/Chair), Dan Alexander, Tina Morris, Rob Seastrom, Chris Tacit

ARIN Governance Committee: Nancy Carter/Peter Harrison (Co-Chairs), Dan Alexander, Hank Kilmer

ARIN Risk and Cybersecurity Committee: Rob Seastrom (Chair), Hank Kilmer, Chris Tacit

ARIN Nomination Committee: Hank Kilmer (Chair), Tina Morris

Mailing List AUP Committee: Chris Tacit (Chair)

Election Officer and Vote Counter: Nancy Carter

NRO EC Observer: Bill Sandiford

Note: President and CEO is an Ex-Officio member of all committees except Compensation Committee.

The motion passed unanimously.

The President called for a break at 10:34 am and reconvened at 11:02 am HST.

8. 2024 Management Objectives.

(Exhibit S)

The President stated that the objectives this year are mostly stabilizing objectives, so they are substantial initiatives but not new in nature.

He proceeded with the industry strategic items for ARIN. Some of the objectives include finishing the clean-up tech debt by thorough internal and external service reviews, reviewing ARIN’s customer usage against the privacy policies, and planning for the data center moving out of the Chantilly office to a location in the surrounding area. Mr. Alexander asked about why that is limited to the Northern Virginia area and the COO noted that because the data centers need high touch by staff, proximity to the ARIN office is appropriate.

Routing security objectives for this year include rolling out routing visibility in ARIN Online and delivering more routing security training for ARIN customers.

Protecting the RIR system. The President noted that this is a two-track project, including doing implementation procedures for the existing ICP-2, which is now starting with the ASO AC, and deals specifically with recognizing or de-recognizing an RIR. The second item with the ASO AC is beginning a multi-year process to rewrite the ICP-2 with consideration to recent lessons learned in RIR governance. The President let the Board know that he may be looking for assistance on this item once we have an initial draft, as it will take some work in the community to build consensus.

Organizational priorities. ARIN will continue to strengthen ARIN’s cybersecurity systems and processes as the SOC 2 type II certification now requires maintaining the certifications, and we will assess what’s involved in expanding the scope of the certification. The President stated that there are plans to hold another cybersecurity tabletop exercise and will be held with an external facilitator. He also noted that ARIN is putting together a blueprint for ARIN’s potential distributed workforce model and will have that to the Board by August of 2025 at the latest. The President noted that the plan is to maintain the current direction with respect to Caribbean Outreach and Support, using Bevil Wooding, and establishing more outreach events to the Caribbean, and building a 3-year plan to develop objectives and measurable goals. We will also be looking to work with CarbiNOG to improve technical infrastructure as a support activity.

Ms. Carter asked about what the organization is doing about Diversity, Equity, and Inclusion (DEI) initiatives. The CHRO stated that the organization added the ombudsperson to the ARIN public policy meetings, and are using an external consultant to help review ARIN’s employee handbook and relevant employee documents, and a workplan for the executive management team on potential interviews, and updating ARIN’s value statements. Ms. Carter asked about adding a DEI update to the Board agenda and adding the DEI objective item for quarterly reporting. The CHRO stated that the team is beginning with a review of the value statements and working with the executive team on potential next steps, which will drive the rest of the DEI work. She also noted that ARIN will be moving away from online DEI training and working with the external consultant to do more in person.

Ms. Morris asked about the ombudsperson feedback. The CHRO stated that ARIN is implementing many of his recommendations. The President clarified, asking about community feedback and staff impressions. Both the President and CHRO appreciated having another resource during the last meeting where one was needed.

Ms. Carter asked about an Environmental, Social, and Governance (ESG) update. The President stated that we do not have a specific work plan on this item, but ARIN is looking at what we are doing on carbon offset on a monthly basis. Ms. Carter asked if the Board could also be provided an ESG update periodically.

9. ARIN Background Checks

The President asked to move this item as part of the General Counsel Update.

10. 2024 ARIN Board and Committee Meeting Calendars.

The COO stated that last year a calendar was set with 4 in person meetings for the Board but ended up adding an additional zoom December meeting to tie up loose ends. The COO asked the Board if we should plan for the same schedule for 2024. Ms. Carter would agree with this same schedule unless the budget is not set by October and an additional meeting would need to be added in November. The President stated that we should stick with the schedule we have been operating on for continuity. The Board agreed with the same meeting calendar for 2024.

There was a discussion about the January Board meeting at the same time as the AC. The Chair stated that the ARIN Board meeting at the same time as the AC was done this year as a one off but does not expect it to continue, especially with both organizations meeting now at the same times at ARIN Public Policy meetings.

Reminder: ARIN 53 Travel to Barbados
Establish Date and Location for August Board Workshop. The COO asked the Board about the upcoming 2024 August Board workshop. The Chair asked the Board to discuss during lunch and could finish discussion during Any Other Business.

The Chair adjourned for lunch at 12:02 pm HST and the meeting reconvened at 1:05 pm HST.

11. General Counsel Update.

The General Counsel provided an attorney-client privileged update on legal matters to the Board, including the earlier agenda item, ARIN Background Checks.

12. Open Action Item List.

(Exhibit T)

The President provided an update on the action item list to the Board. No concerns were raised.

13. Any Other Business.

Nomination Committee and Election Process. The President stated that the Nomination Committee now focuses more on recruitment, and it is for the Governance Committee to review. The Governance Committee wanted to keep the Nomination Committee focused on recruitment and to leave the other parts to outside consultants. The Nomination Committee needs to receive rolling updates instead of batched updates if it truly is going to have a feel for recruitment need. The Board felt it would be good to do this change to the NomCom for this year and use learnings to evaluate for the future on whether to keep the Nomination Committee. There is also a question on ratings, and it would be helpful to clarify “qualified” verse “highly qualified” regardless of the skills the Board is looking for.

The General Counsel updated the Board on the outside consultant panel review of the Board Guidance letter. The outside consultant was not confused, but understood how it could be confusing to the candidates when it came to answering the questionnaire. Qualifications not confirmed versus qualifications not demonstrated may also have caused some consternation for candidates. Ms. Morris talked about rating/qualification process for the AC as it seemed quite obscure and should consider dropping all together. Mr. Seastrom spoke to the fact that the qualification system does not appear clear to the community. The President agreed that the AC Guidance letter does not appear to be useful and there was Board consensus that it should be dropped. The Governance Committee was asked to take all comments made here when reviewing the Nomination Committee charter and Election Process documents.
Board and AC Travel. Ms. Morris stated that there have been some recent concerns with traveling on behalf of ARIN and that there needs to be a focus on the basic responsibility of what Board and AC members are doing on behalf of the community and ARIN members at meetings. It would be prudent to have direction on why the Board or AC member are at certain meetings and how it is scheduled and who attends what.

A discussion ensued around what the purpose of Board and AC dinners is. The Board would like the expectations to be made clear.

The Chair called for a break at 3:16 pm HST.

14. Executive Session.

The Board entered executive session at 3:38 pm HST.

15. Adjournment.

A motion to adjourn was made by Tina Morris, and seconded by Peter Harrison. The meeting adjourned at 5:27 pm HST.

Meeting Procedures