Board of Trustees Meeting Minutes - 18 April 2005 [Archived]

Orlando, Florida

Attendees:

• John Curran, Chair
• Scott Bradner, Secretary
• David Conrad, Treasurer
• Bill Manning, Trustee
• Ray Plzak, President
• Paul Vixie, Trustee
• Bill Woodcock, Trustee

ARIN Staff:

• Thérèse Colosi, Recording Secretary
• Nate Davis, Director of Operations
• Richard Jimmerson, Director of External Relations
• Leslie Nobile, Director of Registration Services
• Bob Stratton, Director of Financial Services

ARIN Counsel:

• Stephen Ryan

1. Welcome

The Chair called the meeting to order at 7:43 a.m. EDT. The presence of a quorum was noted. The President noted the attendance of ARIN staff listed above.

2. Agenda Bashing

The Chair called for any comments. David Conrad requested a discussion on a proposal regarding Finance Committee (FinCom) membership, and an update on the FinCom. The Chair added these as items A and B respectively under Any Other Business.

3. Approval of the Minutes of March 8, 2005

Scott Bradner, as Secretary, moved:

“The ARIN Board of Trustees adopts the Minutes of the March 8, 2005 meeting as written.”

This was seconded by David Conrad. The Chair called for comments. There were no comments. The motion carried unanimously.

4. ARIN Bylaws Changes

At the last Board meeting, the Board reviewed the changes and discussed them on their mailing list.

Scott Bradner, as Secretary, moved that:

“The changes to the ARIN Bylaws included in this Agenda be approved.”

This was seconded by Bill Manning. The Chair reiterated that the changes had been reviewed on the Board’s mailing list and called for discussion. There were no comments. The motion carried unanimously by role call.

The changes to the ARIN Bylaws are attached as Exhibit A .

5. 2005 Nomination Committee (NomCom) Representatives

The President requested two Board members volunteer to be on the NomCom. The Chair called for volunteers. Scott Bradner and Bill Manning volunteered, with Bill Manning as the Chair.

6. ARIN Legal Matters

ARIN Counsel discussed ARIN’s legal matters with the Board. ARIN staff was tasked to work with Counsel on proposed changes to the ARIN Registration Services Agreement, and website content, to address the problem of organizations that are willfully misrepresenting themselves to ARIN.

7. WSIS

The President provided an update to the Board on recent WGIG sessions and future WGIG and WSIS conferences. Paul Vixie suggested that the President notify the board with information about the next WSIS conference, and ask if any Board members would be interested in attending as well. The President stated that ARIN Counsel will present this week, during the ARIN meeting, his observations of the WSIS conference that Counsel had attended earlier this year in February.

8. The ARIN Review Editorial Board

The purpose of the Editorial Board is to assist ARIN’s Editor-in-Chief in identifying issues and topics relevant to the Internet community; and, to take proactive measures as described below regarding proposed content. The Editorial Board would be comprised of volunteers from: the ARIN Board of Trustees; the ARIN Advisory Council; and, the NRO NC, as such individuals are important eyes and ears in the community.

Editorial Board members will commit to work with ARIN Review’s Editor-in-Chief in at least one of the following ways:

1. Suggest specific topics and authors on that subject;
2. Solicit and confirm authors to write articles; (By attracting new authors on topics relevant to the community, we will increase the utility of the newsletter and its readership.)
3. Author articles of their own; and,
4. Suggest content areas where ARIN might provide links to information already available elsewhere in the community.

The President called for one or two volunteers from the ARIN Board to participate in the ARIN Review Editorial Board, and thanked Scott Bradner for his past contribution. Paul Vixie and Bill Manning volunteered.

9. AFRINIC Update

The President provided an update to the Board. The President acknowledged and thanked Richard Jimmerson for all of his efforts in making AFRINIC ready for recognition as an official RIR, and also acknowledged other key ARIN personnel involved in helping this important event come to fruition.

10. Any Other Business

A. FinCom Membership

David Conrad explained that one of the three positions on the FinCom remained empty and suggested ARIN find a CPA or equivalent person to fill the position. The Chair agreed that this was a good idea and stated that ARIN would need to apprise ARIN members of this plan in order to ensure that the members were aware and did not have any issue with the Board selecting an individual to fill this position. The Chair also requested the President confirm with Counsel that there are no issues with ARIN’s Bylaws with regard to hiring for this position.

B. FinCom Update

Bob Stratton provided an update to the Board.

11. Adjournment

The Chair entertained a motion to adjourn at 8:58 a.m. EDT. This was seconded by Bill Woodcock. The motion carried unanimously.

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EXHIBIT A

ARIN Bylaws Changes

A. Article VI, Section 4: Nomination and Election of Trustees

The Board of Trustees shall be elected by an approval process. Persons who are eligible in accordance with these Bylaws and published ARIN documentation and who have agreed to run for office are known as “Candidates.” The Candidates with the highest number of total votes will be elected to the Board of Trustees. Any person may be nominated (“Nominees”), but not all Nominees may be considered as Candidates. All Nominees are subject to the ARIN Nomination and Appointment Conflict of Interest List approved by the Board of Trustees and made publicly available on the ARIN website.

Article VI, Section 4.b.: Nominations

Prior to the fourth quarter Members Meeting and in accordance with published documentation, any Trustee or General Member in good standing may make up to three nominations for each open Board of Trustees position. The number of qualified Candidates shall exceed the number of Trustees to be elected.

Article VI, Section 4.c.: Nomination Committee

The Board shall annually appoint a Nomination Committee consisting of seven (7) persons, including: two (2) members of the Board of Trustees, two (2) members of the Advisory Council, and three (3) volunteer General Members in good standing selected by random lot. Any member of the Nomination Committee may be removed by a majority vote of the Board of Trustees. The Nomination Committee shall be responsible for identifying, recruiting, and certifying a properly selected slate of Candidates to be placed in nomination before the membership for election. The Nomination Committee shall, following evaluation of Nominees’ experiences and qualifications, submit its list of selected Candidates to the President of ARIN prior to the fourth quarter Members Meeting. No person may be a member of the Nomination Committee and also be a Candidate for election to a Trustee position in the same year.

Article VI, Section 4.e.: Notifying Members of Candidates

The President of ARIN shall, at least fourteen (14) calendar days prior to the date designated as the fourth quarter Members Meeting, mail electronically to the membership a final list of Candidates, including successful nominations by petition. Candidates’ curriculum vitae shall be posted on the ARIN website.

Article VII, Section 2: Election, Term of Office, and Qualifications

The Chair of the Board of Trustees shall be elected by the Board of Trustees from among its members. All other officers, with the exception of the President, shall be elected by the Board of Trustees from among such persons as the Board of Trustees may consider for election. Officers shall be elected during the first meeting of the Board after January 1, and shall take office immediately upon election. Officers may be, but are not required to be, ARIN members. Elected Officers that are not Trustee Members or General Members are not entitled to any membership rights. No Trustee shall simultaneously serve the position of two officers unless elected to do so by the affirmative two-thirds vote of the Trustees then in office at a regular meeting or special meeting called for that purpose; this restriction does not apply to the ability of officers to serve as such other inferior officers that may have been determined by the Board of Trustees. No Trustee shall simultaneously serve the position of more than two officers.

Article VII, Section 4: Chairman of the Board

The Chairman of the Board shall preside at all member meetings of ARIN. The Chairman shall be the principal point of contact between the Board of Trustees and the President between meetings. If the Chairman is not available to preside over a meeting, the Vice Chair shall preside at that meeting only.

Article VII, Section 7: Secretary

The Secretary shall have charge of such books, records, documents, and papers as the Board of Trustees may determine, and shall have custody of the corporate seal. The Secretary shall keep, or cause to be kept, the minutes of all meetings of the Board of Trustees. The Secretary may sign, with the President, in the name and on behalf of ARIN, any contracts or agreements, and he or she may affix the corporate seal of ARIN. He or she, in general, performs all the duties incident to the Office of Secretary, subject to the supervision and control of the Board of Trustees. The Secretary shall be the Vice Chairman of the Board of Trustees and will act as the Chairman of the Board of Trustees when designated to so by the Chairman or in the case of a vacancy or incapacitation in the office of Chairman, until such time as the Board of Trustees elects a new Chairman. A majority of the Board of Trustees may appoint a Secretary if the Vice Chair declines to act. Certain duties of the Secretary, as may be specified by the Board of Trustees, may be delegated by the Secretary to the President or a designated member of the ARIN staff.

Article VIII, Section 4: Nominations and Election of Advisory Council Members

Members of the ARIN Advisory Council shall be elected by an approval process. Persons who are eligible in accordance with these Bylaws and published ARIN documentation and who have agreed to run for office are known as “Candidates.” The Candidates with the highest number of total votes will be elected to the Advisory Council. Any person may be nominated (“Nominees”), but not all Nominees may be considered as Candidates. All Nominees are subject to the Nomination and Appointment Conflict of Interest List approved by the Board of Trustees and made publicly available on the ARIN website.

Article VIII, Section 4.b.: Nominations

Prior to the fourth quarter Members Meeting and in accordance with published documentation, any Trustee or General Member in good standing may make up to three nominations for each open Advisory Council position. The number of qualified Candidates shall exceed the number of Advisory Council members to be elected.

Article VIII, Section 4.c.: Notifying Members of Candidates

The President shall, at least fourteen (14) calendar days prior to the date designated as the fourth quarter Members Meeting, mail electronically to the membership a final list of Candidates. Candidates’ curriculum vitae shall be posted on the ARIN website.

B. The ARIN Board of Trustees changes the ARIN Bylaws to capitalize the terms “Candidate” and “Nominee” in Article VI, Section 4.d.; Article VI, Section 4.k.; and Article VIII, Section 4.i.

C. The ARIN Board of Trustees changes the title of ARIN Bylaws Article VI, Section 12, to read: ‘Trustee Conflict of Interest.’