Board of Trustees Meeting Minutes - 19 April 2004 [Archived]

Vancouver, B.C.

Attendees:

Trustees

• John Curran, Chairman
• Scott Bradner, Secretary
• David Conrad, Trustee
• Lee Howard, Treasurer
• Bill Manning, Trustee
• Bill Woodcock, Trustee

ARIN Staff:

• Thérèse Colosi, Recording Secretary
• Susan Hamlin, Director of Member Services
• Richard Jimmerson, Director of Operations

ARIN Counsel:

• Stephen Ryan

Excused Absence:

• Ray Plzak, President

1. Welcome.

The Chair called the meeting to order at 12:20 p.m. PDT. The presence of a quorum was noted.

2. Agenda Bashing.

The Chair called for comments. Lee Howard requested that a discussion of ARIN Interim Management be held. The Chair stated it would be added under Any Other Business. The Chair called for any other comments and there were none.

3. Review and Approval of the Minutes of March 22, 2004.

After reviewing the minutes, Scott Bradner, as Secretary, moved that:

“The ARIN Board of Trustees adopts the minutes of the March 22, 2004 meeting as written.”

This was seconded by Bill Manning. The motion carried unanimously.

4. Review of revised Articles 1 through 7 of the ARIN Bylaws Continued.

Susan Hamlin presented the revisions made as requested by members of the Board at prior meetings, and comments made by the Secretary. She stated that Lee Howard had additional comments that had not been incorporated as of this meeting. The Board reviewed and disposed of Lee’s comments by making appropriate changes.

Due to time constraints, at 1:27 p.m. Scott Bradner moved that:

“The ARIN Board of Trustees table this item until the next session.”

This was seconded by Bill Manning. The motion carried unanimously.

Scott Bradner then moved that:

“The ARIN Board of Trustees suspend the order of business until the next session.”

This was seconded by Bill Manning. The motion carried unanimously.

At 1:28 p.m. PDT, Bill Manning moved that:

“The ARIN Board of Trustees recess this session.”

This was seconded by Bill Woodcock. The motion carried unanimously. The Chair stated that the Board would reconvene on April 20, 2004, at 7:30 a.m. PDT.

On April 20, 2004 the session reconvened at 7:43 a.m. PDT. The presence of a quorum was noted. Due to scheduling conflicts, it was known in advance that Scott Bradner would be unable to attend. Since the Board felt Scott’s input was important to continuing discussion of Item 4, it was decided to begin with Item 6 in this session and wait to finish Item 4 when Scott would be present.

(The following item (Item 5) was discussed when the session reconvened at 12:19 p.m. PDT later the same day, with Scott Bradner in attendance. As noted below under Item 8.)

5. Discussion of Revisions to Articles 8 through 13 of the ARIN Bylaws.

Review and discussion ensued on the Articles 8 through 13 of the ARIN Bylaws with minor revisions being made.

Scott Bradner moved that:

“The ARIN Board of Trustees adopts the ARIN Bylaws as amended, contingent upon review by ARIN Legal Counsel.”

This was seconded by Bill Woodcock. A roll call vote was taken and the motion carried unanimously.

6. Consideration to take from the table the motion to adopt the Procedure for Selecting the ARIN Appointee to the ASO AC.

Lee Howard moved that:

“I move to take from the table the motion to adopt the Procedure for Selecting the ARIN Appointee to the ASO AC from the April 6, 2004 Meeting of the ARIN Board of Trustees.”

This was seconded by David Conrad. The Board reviewed the procedure and minor revisions were made. The Chair called the vote, and the motion carried unanimously.

For reference, at the April 6, 2004 Board meeting, Scott Bradner had moved that the ARIN Board of Trustees adopt the ‘Procedure for Selecting the ARIN Appointee to the ASO AC’ as proposed. This was seconded by Bill Woodcock.

Ray Plzak briefed the Board on the process, and discussion ensued with revisions being made. It was suggested that the revisions be incorporated into the document, and it be revisited during the meeting in Vancouver.

Scott Bradner tabled his motion to adopt the document until the meeting in Vancouver took place. There had been no objections.

7. Discussion of the Procedure for Selecting an ARIN Interim Member of the ASO AC.

Lee Howard moved that:

“The ARIN Board of Trustees adopts the Procedure for Selecting an ARIN Interim Member of the ASO AC.”

This was seconded by David Conrad. The Board reviewed the procedure. The Chair called the vote, and the motion carried unanimously.

8. Consideration to take from the table the Discussion of the ARIN Guidelines Documents.

Review of three Guidelines Documents/Draft Documents:

• The Board of Trustees
• The Advisory Council
• The ARIN Elections

Lee Howard moved that:

“I move to take from the table the motion regarding Agenda Item 15, Discussion of the ARIN Guidelines Documents, from the March 22, 2004 Meeting of the ARIN Board of Trustees; which reads for reference:

For purposes of considering a motion to adjourn, the ARIN Board of Trustees schedule a Board Meeting during the ARIN meeting in Vancouver, B.C. with an Agenda to include continued review of the revisions of the ARIN Bylaws, Article 8 and any updates; and discuss items 15 and 16 of the current Agenda.”

Lee Howard then moved that:

“The ARIN Board of Trustees adopts the ARIN Guidelines Documents as written.”

This was seconded by David Conrad. The Board reviewed and discussed the Board of Trustees document making minor revisions. Regarding the Finance Committee Charter, the Chair instructed the Treasurer and Finance Committee to come up with a motion to present to the Board at their next meeting.

It was the sense of the Board that motions to adopt the Guidelines documents be made separately. For this purpose, David Conrad made a motion to divide. This was seconded by Bill Manning with all in favor.

Lee Howard moved that:

“The ARIN Board of Trustees adopts the ARIN Board of Trustees Guidelines Document as written.”

This was seconded by David Conrad. The Chair called the vote and the motion carried unanimously.

Due to time constraints, 8:33 a.m. PDT, Lee Howard moved that:

“The ARIN Board of Trustees recess this session.”

This was seconded by David Conrad. The motion carried unanimously.

The session reconvened at 12:19 p.m. PDT the same day. The presence of a quorum was noted with Scott Bradner in attendance. The Chair updated Scott on what took place in the previous session. The Chair stated that he would like to resume the session with: continuance of Item 4: Review of revised Articles 1 through 7 of the ARIN Bylaws; Item 5: Discussion of Revisions to Articles 8 through 13 of the ARIN Bylaws; Discussion of ARIN Interim Management under Any Other Business; and then, continuance of the Discussion of the ARIN Guidelines Documents, under Item 8.

Scott Bradner moved that:

“I move to take from the table the order of business to be discussed as follows: Continued review of revised Articles 1 through 7 of the ARIN Bylaws; discussion of revisions to Articles 8 through 13 of the ARIN Bylaws; discussion of ARIN Interim Management under Any Other Business; and, continuance of the Discussion of the ARIN Guidelines Documents.”

This was seconded by David Conrad. The motion carried unanimously. Review and discussion ensued on Item 4 with minor revisions being made.

The Board reviewed the ARIN Advisory Council Guidelines document with minor revisions being made.

Lee Howard moved that:

“The ARIN Board of Trustees adopts the ARIN Advisory Council Guidelines Document as amended.”

This was seconded by David Conrad. The motion carried unanimously.

9. Consideration to take from the table the Discussion of the ARIN Board Election Petition Process.

Due to time constraints, the Board decided to discuss this item at their next meeting.

10. Any Other Business. ARIN Interim Management.

Scott Bradner moved that:

“Resolved, that the ARIN Board of Trustees accepts the recommendation of the Compensation Committee regarding compensation and benefits for the President during his leave of absence.”

This was seconded by Lee Howard. The motion carried unanimously.

Scott Bradner moved that:

“Resolved, that the ARIN Board of Trustees adopts the revised Bylaws as written.”

This was seconded by Lee Howard. The motion carried unanimously.

Lee Howard moved that:

“Resolved, that Scott Bradner is appointed Vice-Chairman of the Board of Trustees, to act in place of the Chair when the Chair is otherwise unavailable.”

This was seconded by David Conrad. The motion carried with Scott Bradner abstaining.

Scott Bradner moved that:

“Resolved, and in recognition of the temporary vacancy of the office of the President, and consistent with Article VII, Section 5 of the ARIN Bylaws, John Curran is temporarily excused from his duties as Chairman of ARIN Board, and directed to temporarily assume the duties of the President of ARIN.”

This was seconded by Bill Manning. The motion carried with John Curran abstaining.

At this time, Scott Bradner assumed the position of Acting Chair of the meeting.

John Curran moved that:

“Resolved, that Lee Howard temporarily replaces John Curran on the ARIN Compensation Committee.”

This was seconded by Bill Manning. The motion carried with Lee Howard abstaining.

David Conrad moved that:

“Resolved, that the ARIN Board directs the ARIN Compensation Committee to contract as necessary for the interim management of ARIN.”

This was seconded by Lee Howard. The motion carried with John Curran abstaining.

It is noted for the record that Scott Bradner did not feel it was necessary to exclude John Curran from the meeting during this time.

The Chair went over the items to be discussed for the next Board teleconference to include: review and discussion of the ARIN Elections Guidelines Document; discussion of the ARIN Board Election Petition Process; and, discussion of the Finance Committee Charter. Bill Woodcock requested a discussion of ASN fees as well.

Scott Bradner then moved that:

“The ARIN Board of Trustees recognizes Susan Hamlin for her excellent work on the ARIN Bylaws and Guidelines Documents, and requests a letter to this effect be formally filed in her record.”

This was seconded by John Curran. The motion carried unanimously.

11. Adjournment.

The Chair entertained a motion to adjourn at 1:27 p.m. PDT. Lee Howard moved to adjourn and this was seconded by David Conrad. The motion passed unanimously.