Meeting of the ARIN Board of Trustees - 14 April 2024

Bridgetown, Barbados

 

Attendees

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

ARIN Staff

  • Michael Abejuela, General Counsel, Secretary
  • Erin Alligood, CHRO
  • Alyssa Arceneaux, Exec. Coordinator, Scribe
  • Einar Bohlin, VP, Government Affairs
  • Christian Johnson, CISO
  • Brian Kirk, CFO
  • Therese Simcox, Sr. Executive Assistant (virtual)
  • John Sweeting, CCO

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

The Chair called the meeting to order at 3:33 p.m. AT. He called for any conflict of interest; Mr. Seastrom noted he holds ARIN resources, which is not a change.

  • Approval of 24 January 2024 Minutes. Exhibit A

  • Q4 2023 Reports. (Exhibits B, C, D, E)

    As already emailed to the Board on 9 February 2024. The Q1 2024 Reports will be completed by 30 April 2024.

  • 2023 Q4 Financial Statements. (Exhibit F)

  • 2023 Q4 Investment Report. (Exhibit G)

  • Results of Consultation on RPKI/BGP Intelligence Memo. (Exhibit H)

It was moved by Chris Tacit, and seconded by Nancy Carter, that:

“The ARIN Board of Trustees approves the Consent Agenda, as written.” (2024.04.14.1)

The motion passed unanimously.

3. ARIN Committee Reports.

  • Compensation Committee. The Committee Chair reported there was nothing to report at this time. Items will be discussed in Executive Session.
  • Finance Committee. (Exhibit I) The Committee Chair reported on recent committee meetings, noting that the results of their efforts on financing and audit are on today’s agenda.
  • Governance Committee. (Exhibit J) The Committee Chair provided a document of highlights from the recent meetings and accumulation of the action items taken in the last couple of months by the committee.
  • Mailing List AUP Committee. The Committee Chair noted an incident on the PPML list that will be handled shortly. It was also noted that the committee has been completely formed with Kat Hunter and Joe Pace.
  • Nomination Committee. The Committee Chair has not yet kicked off for the year but will be shortly.
  • Risk and Cybersecurity Committee. The Committee Chair noted that the committee has been meeting regularly and noted that the committee is doing its annual strategic risk review in preparation for August topic selection. It was also noted that ARIN’s cybersecurity programs and Tech Debt have been reviewed.

4. Discussion of ARIN Line of Credit.

(Exhibit K)

The CFO noted that during the 9 April Finance Committee meeting a discussion occurred about refreshing the ARIN Line of Credit with CalFirst. The Committee reviewed the contract and the Committee recommended to the Board. The Chair called for questions and there was a short discussion on the rationale for the Line of Credit.

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

“The ARIN Board of Trustees approves the refresh of the equipment line of credit with CalFirst, as recommended by the ARIN Finance Committee.” (2024.04.14.2)

The motion carried unanimously, via roll call vote.

The Finance Committee Chair thanked the ARIN staff, specifically the Finance Department, for all their hard work.

5. Presentation of the ARIN 2023 Audit Report.

(Exhibits L, M)

The Finance Committee Chair noted that the committee was able to meet with the auditors at the 9 April Finance Committee meeting. The auditors went through the report with the committee and ARIN was given a clean audit.

It was moved by Tina Morris, and seconded by Dan Alexander, that:

“The ARIN Board of Trustees hereby accepts the 2023 Auditors Report and 2023 Audited Financial Statement, as presented by the ARIN Finance Committee.” (2024.04.14.3)

The motion carried unanimously, via roll call vote.

The Finance Committee Chair thanked the ARIN staff, specifically the Finance Department, for all their hard work.

6. Approval of ARIN Advisory Council Standing Rules.

(Exhibits N, O)

At their meeting on 26 January 2024, the ARIN Advisory Council reviewed and proposed an amendment of their Standing Rules to allow their chair and vice chair flexibility in determining how policy meetings at other RIRs are covered by AC members. The Council moved the amended Standing Rules forward for approval by the ARIN Board of Trustees.

It was moved by John Curran, and seconded by Tina Morris, that:

“The ARIN Board of Trustees approves the amended ARIN Advisory Council Standing Rules, as presented.” (2024.04.14.4)

The motion passed unanimously.

7. Update on Consultation on Approaches for Adjusting the ARIN Registration Services Plan Fee Schedule.

(Exhibit P)

The President stated that ARIN is in the middle of a community consultation, and he is addressing questions as they arrive. There has not been a high rate of dissidence and the President will continue to manage the consultation through the June timeframe and will bring the results to the Board once complete.

8. Approval of ARIN Election Process and Election Calendar.

(Exhibits Q, R, S, T)

At their meeting on 13 March 2024, the ARIN Governance Committee recommended approval of the election process and election calendar by the ARIN Board of Trustees.

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

“The ARIN Board of Trustees approves the ARIN Elections Process and ARIN Elections Calendar, as presented.” (2024.04.14.5)

The Chair called for questions. There were none.

The motion passed unanimously.

9. Adoption of ARIN Nomination Committee Charter.

(Exhibits U, V)

At their meeting on 13 March 2024, the ARIN Governance Committee recommended adoption of the ARIN Nomination Committee Charter by the ARIN Board of Trustees.

It was moved by John Curran, and seconded by Dan Alexander, that:

“The ARIN Board of Trustees, based on the recommendation of the ARIN Governance Committee, adopts the ARIN Nomination Committee Charter as presented.” (2024.04.14.6)

The Chair called for questions. There were none.

The motion passed unanimously.

10. Register of Compliance/Regulatory Filings.

(Exhibits W, X)

The President noted that there has been an outstanding request to produce a schedule of all compliance and regulatory filings made by ARIN each year. The General Counsel provided a memo detailing all the filings along with a filing table. The President noted that ARIN maintains compliance in the normal course of business and feels that collation of the filings onto a filing chart is duplicative work which he advises against routinely producing, and rather proposes receiving confirmation of compliance by augmenting existing Board reporting (e.g. the annual Tax Compliance Report provided to the Board) and augmenting the respective Executives job descriptions to document the responsibility for each filing.

11. Diversity, Equity, and Inclusion (DEI) Update.

(Exhibit Y)

The CHRO put together a memo detailing what ARIN is doing in the DEI space. It was noted that as of this month, ARIN hit 100+ employees, which requires ARIN to file an EEOC report in 2025.

She also noted that ARIN has resecured the ombudsperson for the upcoming Public Policy meeting. ARIN’s current ombudsperson, Wade Hinton, and his company, Hinton & Company, has been secured for additional DEI work for ARIN. They have begun work with ARIN on reviewing the employee handbook, new employee hire presentations, etc. They will provide a final report at the end of year for ARIN on their progress. The CHRO will continue to report back to the Board as this work continues.

Ms. Morris asked about the contract. The CHRO stated it was set up as a task-oriented contract and the contract will be looked at annually for now. Ms. Morris noted that part of the ombudsperson is to be neutral so there is a need to make sure that ARIN continues to look at this contract. The President agrees that ARIN will remain diligent when putting forward RFPs and any future contracting of ombudspersons.

12. General Counsel Update.

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

13. Government Engagement Update.

(Exhibit Z)

The General Counsel introduced Ms. Lynne Hamilton and Mr. Bevil Wooding and they provided an attorney-client privileged update on ARIN government engagement.

14. Open Action Item List.

(Exhibit AA)

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

15. Any Other Business.

  • Mr. Tacit noted the amount of spam coming through his arin.net email and asked about a way to fix this. The President requested he explore local filters, as ARIN maintains minimal filtering in an abundance of care of not blocking potential customer communication.
  • The President noted the success of the sabbatical plan [with Richard Jimmerson presently taking part in the plan] and the resulting successful exercise of the succession plan. It has been a great test for ARIN and its staff, and the sabbatical plan will be continued.

16. Executive Session.

The Board moved into the Executive Session at 5:00 p.m.

17. Adjournment.

The Chair called for adjournment. It was moved by Rob Seastrom, and seconded by Chris Tacit. The meeting adjourned at 6:03 p.m. AT.

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