Meeting of the ARIN Board of Trustees - 14 January 2025

San Diego, California

Attendees

• Bill Sandiford, Chair
• Tina Morris, Vice Chair
• Nancy Carter, Treasurer
• John Curran, President & CEO
• Dan Alexander, Board Trustee
• Ron da Silva, 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, Chief Human Resources Officer
• Alyssa Arceneaux, Exec. Coordinator, Scribe
• Einar Bohlin, VP, Government Affairs
• Richard Jimmerson, COO
• Christian Johnson, CISO
• Brian Kirk, CFO
• Therese Simcox, Sr. Executive Assistant
• John Sweeting, CXO

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

Mr. Sandiford welcomed all to the meeting and called the meeting to order at 9:05 am PT on 14 January 2025. Mr. Kilmer noted that when discussing the Registration Services Agreement agenda item, he would offer up his initial thoughts and then recuse himself to avoid conflict of interest.

The President began chairing the meeting.

2. Election of Officers.

• Chair. The President opened the nominations for the position of Chair. Chris Tacit nominated Bill Sandiford. The President asked Bill Sandiford if he would serve if elected. Bill Standiford 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. Bill Sandiford nominated Tina Morris. The Chair asked Tina Morris if she would serve if elected. Tina Morris stated she would serve and 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. Tina Morris 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 to hold off on the nomination and election of this position until later.

3. 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.

4. Consent Agenda.

• Approval of the Board Special Meeting Minutes of 9 December 2024. (Exhibit A)

• Volunteer Code of Conduct and ARIN Employee Handbook Policies. (Exhibits B, C)

• Advisory Council End of Year Letter. (Exhibit D)

• ARIN Board Standing Rules. (Exhibit E)

Mr. Alexander asked to pull the Volunteer Code of Conduct and ARIN Employee Handbook Policies from the consent agenda. The Vice Chair asked about the action items that were in the AC End of Year Letter and felt it should be pulled from the consent agenda to discuss further. The Chair had previously discussed this item with the AC Chair and would like to discuss penning a letter in response to the AC Chair. Mr. Tacit and Ms. Carter would also like to pull and discuss the ARIN Board Standing Rules. The Chair called for all these items to be pulled from the consent agenda.

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

“The ARIN Board of Trustees approves the minutes of December 9, as written.”

The motion carried unanimously, via acclamation.

5. Volunteer Code of Conduct and ARIN Employee Handbook Policies.

(Exhibits B, C)

The Chair asked for discussion. Mr. Tacit asked that appendix A be referenced in the Code; and it should state that references to “employee” in the Employee Handbook Policies should be replaced by “volunteer” for the purpose of applying the Code.

Ms. Carter stated that on page 7, the ARIN Fraud Investigation Coordinator should be further defined. The CHRO agreed, noting that depending on what type of fraud it is, ARIN would assign an ARIN Fraud Investigation Coordinator – which would likely be either the General Counsel or the CHRO – and that the term would be more clearly defined in the next version.

Mr. Alexander stated that in Section 2.2 there is overlapping language. The President stated that this was language approved by the Board in the updated Volunteer Code of Conduct. Mr. Alexander also asked about the computer usage language in the Information Technology (IT) Acceptable Use Policy portion. The President agreed and suggested that context should be added to the IT Policy that it applies solely with respect to the use of the ARIN systems when it comes to volunteers.

The President stated that these edits will be made, and both documents returned to the Board for review at a later date.

6. Advisory Council End of Year Letter.

(Exhibit D)

The Board considered the year-end report provided by the Chair and Vice-Chair of the ARIN Advisory Council.

The General Counsel noted that there is an upcoming AC face-to-face meeting, and if there are certain items that this Board would like included in his presentation to the members, he would relay this information. The Board felt that a reminder of the purpose of travel is key for him to relay to the AC. The General Counsel also noted that ARIN’s Advisory Council is unique among Regional Internet Registries (RIRs), and its purpose is not always well understood by external communities. This distinction underscores the importance of clearly communicating roles and expectations to volunteers before meetings. The General Counsel will relay the Board’s concerns and recommendations to the AC at an upcoming face-to-face meeting. This will include a focus on documenting and addressing issues of non-performance and ensuring appropriate use of ARIN resources. It was agreed that the Governance Committee will consider volunteer performance and whether formal processes for measurement and handling underperformance are needed.

7. ARIN Board Standing Rules.

(Exhibit E)

The President noted that every year we adopt standing rules to govern us. Ms. Carter noted that this has not been made gender neutral and would prefer that this be done. Specifically, she noted the use of Chairman be updated to Chair.

Mr. Alexander asked about committee meeting minutes being posted and if is there a reason why they are not. The President noted that it is up to the Board on whether they would like to post the committee minutes and would note that the community does benefit from openness but would also note that the committees work more like working groups, and there could be community reaction to every item shared even when only in draft or proposed form. Mr. Seastrom would be very concerned about Risk & Cybersecurity committee minutes being posted and almost the entire meeting would be made in executive session. Ms. Carter noted that the discussion of minutes being posted did come up as a matter of transparency for committees that act on behalf of the Board in their duties during the 990 review; however, it may change the discussions that happen during committee meetings.

Mr. Tacit asked about how to formalize publication of committee minutes. The President noted that each committee could move forward with posting/publishing meeting minutes but would need to be made clear by all members of that committee that they are published, and care would be needed in committee minutes when dealing with sensitive matters.

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

“The ARIN Board of Trustees approves the ARIN Board Standing Rules, as amended.”

The motion carried unanimously, via acclamation.

The Chair called for a break at 10:55 am PT on Tuesday, 14 January. The Chair reconvened at 11:15 am PT on Tuesday, 14 January.

8. Authorization of the Treasurer to Approve Future Commitments.

The Chair noted that this is an annual authorization that allows the Treasurer to approve future financial commitments. Mr. da Silva asked for an example. The CFO stated that approving a hotel contract for a future Board meeting or for future members meeting would be an example.

It was moved by John Curran, and seconded by Hank Kilmer, 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 if there were any further questions. There were no questions.

The motion carried unanimously, via roll call vote.

9. ARIN Board Committee Charters.

• Compensation Committee. (Exhibits F, G) The Board discussed the draft committee charter. Ms. Carter noted that boiler plate language defining Vice Chair responsibilities was missing. The Chair also noted that the line stating that the remainder of the Board of Trustees are welcome as non-voting participants in the activities of the Compensation Committee be removed to be the same as other charters. The Board discussed the distinction between participation versus observation when attending a committee meeting. The President noted that the language states ‘participants’ versus ‘observers’ and should be updated to reflect the intent of observers.

  The President reiterated that all Charters stand until a new one is adopted and therefore no changes to this Charter need to be made today. It was decided to return to this committee charter later.

• Mailing List AUP Committee. (Exhibit H) It was moved by John Curran, and seconded by Chris Tacit, that:

  “The ARIN Board of Trustees disbands the Mailing List AUP Committee.”

  The President stated that due to the discussions held previously, this committee is no longer needed in light of the newly adopted Participants Expected Standards of Behavior. The President presented the communication that would go out to the community following the elimination of this committee.

  The motion carried unanimously, via acclamation.

• Finance Committee. (Exhibits I, J) The CFO stated the added language for Vice Chair has been added but the duties are not denoted and will need to be added. He also noted the changed wording in duties from ‘firing’ to ‘dismissing’ of auditors, as it refers to contractors and not employees. Lastly, there was a line added about documenting each meeting and any written actions undertaken.

  Mr. Tacit asked about the final line that appears, not only in the Finance Committee Charter, including the words ‘confidential committee minutes’. The President provided an example of why this language was here and stated that it is very unlikely to happen, but it could be necessary.

  Ms. Carter noted that Reporting Responsibilities and Committee Logistics should be the same across all the committee Charters. The President stated that staff will take an action to provide later this year an update to the standing rules that incorporates our common rules for committee operations.

  It was moved by John Curran, and seconded by Ron da Silva, that:

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

  The motion carried unanimously, via acclamation.

• Nominations Committee. (Exhibits K, L) The General Counsel noted that the addition of Vice Chair and the Vice Chair duties have been included. Mr. da Silva asked about the Vice Chair and should it be designated as a Board member. Mr. Tacit asked about the language and the confidentiality of minutes. Mr. Kilmer noted that this charter is different than the other committees and does not have the same reporting issues.

  The draft charter was amended to reflect that Vice Chair of the committee should be a Trustee.

  It was moved by Chris Tacit, and seconded by Ron da Silva, that:

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

  The motion carried unanimously, via acclamation.

• Governance Committee. (Exhibit M) Note: No action required, as this Charter was previously adopted in August 2024. The General Counsel asked that this be deferred until later in the meeting.

• Risk & Cybersecurity Committee. (Exhibits N, O)

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

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

  Ms. Carter would like to add the boilerplate Chair and Vice Chair language and the additional Vice Chair roles and responsibilities. The language presented here for Chair are different than the other committees. Mr. Seastrom asked to defer this charter until later with all the discussion of added language, but would like to present the additional changes. Mr. Harrison would like to have the information about assessment of the strategic plan included. Mr. da Silva noted that the strategic piece does appear already in the scope portion of the Charter and Mr. Harrison noted that this fulfills his concerns.

  The motion carried unanimously, via acclamation.

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

Mr. da Silva asked how this slate was determined. The Chair assured him that this was in consultation with the Vice Chair and the Treasurer along with input from Board Trustees.

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

“The ARIN Board of Trustees approves the establishment of their 2025 Committees, appointing the following Board Members, as follows:

• Compensation Committee: Bill Sandiford (Chair), Nancy Carter (Treasurer), Tina Morris
• ARIN Finance Committee: Nancy Carter (Treasurer), Hank Kilmer, Tina Morris, Rob Seastrom
• ARIN Governance Committee: Peter Harrison (Chair); Chris Tacit, Ron da Silva, Dan Alexander
• ARIN Risk and Cybersecurity Committee: Rob Seastrom (Chair); Hank Kilmer, Ron da Silva
• ARIN Nomination Committee: Dan Alexander (Chair); Chris Tacit, Peter Harrison
• Board Election Officer: Bill Sandiford
• NRO EC Observer: Bill Sandiford

The motion carried unanimously, via acclamation.

11. Update on ARIN Inclusion and Diversity and ESG Initiatives.

(Exhibit P)

The CHRO provided an update on what will be worked on in 2025, with some items being carryovers from 2024. She stated that the Form EEO-1 will be completed in 2025 since the organization met the 100-employee requirement in 2024. Employee inclusion training will take place in Q2, and there will also be a Value Statement facilitated session with staff in Q2. She also noted the ESG initiatives taken by ARIN during 2024 and those planned for 2025.

The Chair asked if ARIN plans to continue with efforts related to Diversity, Equity, and Inclusion. The CHRO stated that ARIN will continue with efforts related to Inclusion and Diversity as noted in the provided memo. The President stated that this is just the beginning of our initiatives, and we will be working with staff to expand our efforts as appropriate.

Ms. Morris also noted that NANOG rebranded their DEI committee to ‘community inclusion’. She also noted that some locations of public policy meetings need careful consideration to be inclusive. The President assured the Board that inclusivity is considered when picking locations when possible.

12. Update on Strategic Planning Task Force.

The COO provided that he and the General Counsel are meeting every 2 weeks with the task force members and an RFP has been sent out. It is believed that there will be a healthy number of organizations who will be submitting proposals. The deadline for questions on the RFP was this past Friday. Answers will be provided by this Friday. The COO is expecting that most of the organizations contacted will provide actual proposals. The Task Force will choose the contractor and advise the Board following that. The COO also noted that at least one organization did not receive an email directly inviting them to participate, but learned of the RFP and submitted questions; and there is a chance that more proposals will be received from those who hear of the RFP or see it on the website.

The Chair called for lunch 12:37 pm PT on Tuesday, 14 January. The Chair reconvened the meeting at 1:50 pm PT. on Tuesday, 14 January.

13. Registration Services Agreement Update.

(Exhibits Q, R, S, T)

The President presented a new version of the Registration Services Agreement (RSA) for Board consideration. The President explained that the updated RSA introduces a general provision for voluntary termination, allowing legacy resources to revert to their prior status without arbitration. This change could benefit ARIN’s services, including the increasingly popular RPKI (Resource Public Key Infrastructure), particularly in light of new government mandates requiring certain services like RPKI. The President stated that he believes it is worth discussing and he is not averse to moving forward with an RSA that provides a voluntary exit for legacy holders to return to basic, no fee/uncontracted status.

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

“The ARIN Board of Trustees recommends the updated Registry Services Agreement and directs staff to conduct a membership vote for ratification.”

Mr. Kilmer stated he was happy to answer any questions before stepping out and abstaining from any further discussion on RSAs. Mr. Kilmer stated that fundamentally his organization believes the present RSA is a one-way door, effectively relinquishing rights over resources that were not originally acquired from ARIN. He suspects that uncontracted legacy stakeholders prefer flexibility and fear potential conflicts or risks associated with contractual obligations to ARIN organization, as they already have rights to their space, but the moment they enter into this contract there is a chance of losing their resources. They are happy to contract with ARIN to get additional services, but the feeling is that the organization did not get the space from ARIN and if anything happens and they wanted to leave, they will need to keep the resources and go back to getting just basic registry services. He noted it is not a question of fees; it is more about giving up rights that can have severe implications to any modern business that owns an ISP.

Mr. Kilmer left the meeting, recusing himself from consideration and voting on this matter.

The Board discussed potential financial implications of the proposed RSA. While it could potentially generate new revenue from legacy networks not currently under an agreement, the risk of losing revenue from legacy holders terminating agreements was noted – although that risk exists to some extent already as a result of transfer to another RIR. Additionally, the reputational impact of the proposed changes was debated. Some felt that the updated RSA could improve ARIN’s position by providing more accommodating terms in light of the increasing potential for government mandates. Others cautioned that it could alienate existing resource holders on a matter of equity given that this accommodation would benefit existing legacy resource holders who have been receiving the benefit of ARIN’s investment over the years but paying nominal fees due to the legacy fee cap – they could just move to this new version of the RSA whenever they wish and utilize the voluntary exit clause.

Board members discussed the best way to proceed, weighing the merits of conducting a community consultation versus going directly to a membership vote. A consultation could provide valuable insights into stakeholder concerns, while a vote would yield concrete data on member preferences. Some trustees advocated for a phased approach, starting with consultation to refine the RSA based on feedback. Others felt that pressure due to growing regulation necessitated swift action.

A further discussion continued under an attorney-client privileged conversation. Following that discussion, the Board discussed the differences between recommending community feedback or conducting a vote of the membership. There was also discussion about whether legacy resource holders who were service members would be able to become general members and participate in the vote.

The Chair feels that this is taking a large action on short notice and does not feel like he has enough information to make an informed decision; and so, would prefer staff come back with more data and the Board take more time to think about this and decide in April.

Mr. Seastrom called for a vote. Tina Morris seconded.

The motion failed, with 7 against, and 2 in favor.

The President stated that he did not vote in favor as there were Trustees who felt they did not yet have enough information to consider the matter fully; and that was indication that further work was needed before coming to final decision either way.

There was a discussion about whether it would be better to move forward with a new RSA with an exit clause for legacy resource holders or simply an RSA which had the other cleanup items and without the exit provision. Staff will come back to the Board with additional information and a plan for moving forward on the matter.

The Chair called for a recess at 4:02 pm PT on Tuesday, 14 January. The Chair reconvened the meeting at 4:21 pm PT on Tuesday, 14 January. Mr. Kilmer returned to the meeting.

14. ARIN 2025 Election Process.

(Exhibits U, V)

The General Counsel went through the changes that have been made in the election processes document. These include changes suggested by the Board Election Officer in previous conversations and items from the staff report on the election. There was additional information added to the process regarding handling of supplementary information (which includes background checks) and for the additional information shared only with accordance in the process. In addition, nominees have access to their information, and the organization only keeping the information for as long as required by law.

Ms. Morris asked about the information being kept for the Trustees term. The General Counsel noted this is specifically for those nominees that are not elected to the Board. He also noted that the Governance Committee will be looking at other items in conjunction with the election processes but having this document approved early is helpful.

The CXO noted that the items specifically addressed here were the ones brought up and found by staff during the 2024 election cycle.

It was moved by Hank Kilmer, and seconded by Peter Harrison, that:

“The ARIN Board of Trustees adopts the ARIN 2025 Election process, as amended.”

Mr. Tacit suggested, under the heading “Candidate Information Privacy”, to add ‘nominees have the right to…’, and to change the use of the word ‘may’ to ‘shall’ no longer be in consideration. Mr. Harrison noted the lack of numbered sections like the rest of the document.

The motion carried unanimously, via acclamation.

The President noted that more updates can be made, such as any that come out of the Governance Committee’s efforts; but they will need to be adopted by April at the latest to be able to be used for the 2025 election cycle.

15. ARIN Policy Ratification.

At their meeting on 19 December 2024, the ARIN Advisory Council recommended the following policy for Board adoption:

• Recommended Draft Policy ARIN-2023-7: Clarification of NRPM Sections 4.5 and 6.11 Multiple Discrete Networks. (Exhibit W).

It was moved by John Curran, and seconded by Tina Morris, 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 ‘Recommended Draft Policy ARIN-2023-7: Clarification of NRPM Sections 4.5 and 6.11 Multiple Discrete Networks.’

The ARIN Advisory Council (AC) sent this forward for adoption stating that the current section with numbering is hard to read; this provides something with more clarity and matches the style guide. It is a nominal change and updates the term allocation as well as includes spelling changes. It is almost an editorial change but no material or legal issues. It was presented at ARIN 54 in Toronto (51 in favor) and the AC voted to advance at their December meeting.

Mr. Tacit asked about the formatting of the actual bullets. He was assured it would be fixed.

The motion carried unanimously, via roll call vote.

16. 2025 ARIN Board and Committee Meeting Calendars.

(Exhibit X)

The COO noted that as usual we would like to get dates set for the upcoming year but there will be timing required for August because of the strategic task considerations. The Chair asked the Board members to look at the August dates and come back with availability.

The President asked that a February date be set for a zoom to further discuss the RSA. The Chair asked for this to be discussed later.

17. Ongoing Internet Governance Developments.

(Exhibit Y)

The General Counsel provided an attorney-client privileged update on ongoing internet governance developments to the Board.

The Chair recessed the meeting on Tuesday, January 14 at 5:14 pm PT.

The Chair reconvened the meeting on Wednesday, January 15 at 9:08 am PT.

18. General Counsel Update.

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

19. Open Action Item List.

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

20. 2025 Management Objectives.

(Exhibit AA)

The President indicated that these are the management objectives proposed by the ARIN staff and line up directionally with what was placed in the 2025 budget. As usual, the objectives were set up under the five (5) pillars of our strategic direction – industry leading registry, prioritize routing security, protect RIR systems, strengthen organization practices, and Caribbean outreach support. The President is looking to the Board for feedback and will then consider them final for this year.

Ms. Carter stated that she feels this reads more as a work plan than objectives, considering lack of metrics for the goals. She also noted modifying the format would make it easier to read. The President stated he has metrics where possible for objectives and will go back and see if more can be set. Ideally, we would have target measures of success in the overall directional goals in the strategic plan, and that would allow for annual objectives which follow and move towards those goals. This was the plan for 2025, (i.e. to add overall targets to the strategic plan goals) but that was before the change in the August strategic planning process but will now come out of the new process.

21. ARIN Board Committee Charters.

The Chair asked to return to the committee Charters now that they have been upgraded by staff, to review, and move for approval.

• Compensation Committee Charter. The COO noted that the Committee Chair duties were included along with the duties of the Vice Chair. During the meeting, the word participants was changed to observers. The CHRO asked if an end of year Committee report should be included in the Vice Chair duties. Mr. Kilmer noted that it should remain as the report does not have to be documented and could be an oral report.

  The President reiterated that once committee operations are added into the standing rules sometime later this year, then these can be removed. Until they are added to the standing rules it is good to go ahead and keep them here to keep them all standard.

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

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

  The Chair asked for any discussion.

  The motion carried unanimously, via acclamation.

• Finance Committee Charter. The COO noted the same changes were made regarding the Chairs duties and Vice Chair duties.

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

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

  The motion carried unanimously, via acclamation.

• Nomination Committee Charter. The COO noted that the one additional change that was made, to indicate that the Vice Chair must be chosen from the Board Trustee members.

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

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

  The Chair asked for any other questions. The CXO asked about the total numbers on the Committee, and it was stated that yes, the Committee had increased to seven.

• Risk and Cybersecurity Committee Charter. The COO noted that the Chair duties were changed to be the same as the other charters and included the same language for the Vice Chair duties.

  It was moved by Rob Seastrom, and seconded by Ron da Silva, that:

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

  The motion carried unanimously, via acclamation.

• Governance Committee Charter.

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

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

  The General Counsel noted that the Governance Committee Charter is now more deliverable focused: an annual review of ARIN Board of Trustees procedures by June of each year, a Board Skills Matrix be delivered in December, Election Process documents by December, and a review with updates of the Code of Conduct by October. The responsibilities were also updated by adding specific yearly milestones, including a proposed success plan for the Board, key leadership roles on the Board, and its committees, and the preparation of a draft recommended Board guidance letter, which has already been happening.

  Mr. da Silva asked about the changes aligning with the December committee meeting and goals. The CHRO also noted that the Board Code of Conduct will be changing to Volunteer Code of Conduct, so it was agreed to remove the word Board. The General Counsel noted that this sets the framework of what is expected of the Governance Committee, but the Committee also takes on a workplan for the year and any items referred by the Board.

  The motion carried unanimously, via acclamation.

22. 2025 ARIN Board and Committee Meeting Calendars.

The Chair asked all Board Trustees about February dates and August dates for the Board calendar.

The Chair was looking at Tuesday, 12 August – Thursday, 14 August. All Board Trustees agreed on the dates. Location is TBD and will be discussed between the Chair and staff.

The Chair asked the Board Trustees about meeting on Wednesday, 12 February at 4:00 pm ET. Board Trustees agreed to this date and the President asked for the meeting to be set for 90 minutes. The meeting is to discuss and decide what should happen with the Registration Services Agreement.

23. Election of Officers.

• Secretary. The Chair asked to revisit the election of the Secretary. He stated that a few years back the Board started using the General Counsel instead of a Board member as they felt there was no one on the Board to fulfill the position. Now with a Board of nine with Trustees that have those competencies, the Chair nominated Chris Tacit. He asked Chris Tacit if he would serve if elected. Chris Tacit stated he would serve and accepted the nomination.

  The Chair called for further nominations. There were none.

  It was moved by John Curran, and seconded by Rob Seastrom, that:

  “The ARIN Board of Trustees elect Chris Tacit as the Board Secretary.”

  The motion carried, via acclamation.

24. Any Other Business.

The Chair called for any other business.

• Board Skills Matrix. Ms. Carter noted that the skills survey is ready to send out to the Board and went through the changes. There are 12 key competencies, and Trustees were asked to rank them from 1 to 5, with 5 being the highest. She noted that the skills definitions are now aligned

25. Executive Session.

The Board entered an executive session at 9:57 am.

26. Adjournment

A motion to adjourn was made by Chris Tacit, and seconded by Nancy Carter. The meeting adjourned at 11:15 am PT on Wednesday, 15 January 2025.