Board of Trustees Meeting Minutes - 08 August 2005 [Archived]

Chantilly, VA

Attendees:

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

ARIN Staff:

• Thérèse Colosi, Recording Secretary
• Nate Davis, Director of Operations
• Susan Hamlin, Director of Member Services
• Richard Jimmerson, Director of External Relations
• Mary K Lee, Director of Human Resources & Business Administration
• Bob Stratton, Director of Financial Services

ARIN Counsel:

• Mr. Stephen M. Ryan
• Ms. Barrie Van Brackle

1. Welcome

The Chair called the meeting to order at 9:36 a.m. EDT. The presence of a quorum was noted with Counsel. It was acknowledged that Paul Vixie and Scott Bradner would be attending via telephone.

2. Agenda Bashing

The Chair called for any comments. There were no comments.

3. Approval of the Minutes

A. Approval of the Minutes of April 18, 2005.

Scott Bradner, as Secretary, moved:

“The ARIN Board of Trustees adopts the Minutes of the April 18, 2005 meeting as written.”

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

B. Approval of the Minutes of June 16, 2005.

Scott Bradner, as Secretary, moved:

“The ARIN Board of Trustees adopts the Minutes of the June 16, 2005 meeting as written.”

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

4. Standing Rules for ARIN Board Meetings

The Chair explained that, for small boards, some of Robert’s Rules do not work efficiently and that the proposed standing rules would take care of that deficiency. The President noted that Robert’s Rules permit such actions (See Attachment A) . Counsel noted that the ARIN Board is very conscientious about following procedures and stated this was very good practice.

Scott Bradner moved:

“The ARIN Board of Trustees adopts the Standing Rules for ARIN Board Meetings as provided.”

This was seconded by Bill Manning. The motion carried unanimously via roll call.

5. Adopt editorial updates to the ARIN Number Resource Policy Manual (NRPM)

The President provided background information regarding these edits. He stated these are all non-substantive in nature, correcting spelling, grammar, and cross references. The President further stated that the Advisory Council had reviewed these edits and recommended that the Board adopt them. The Chair asked the President to affirm that these edits were not substantive. The President gave his affirmation (See Attachment B) .

Ray Plzak moved:

“The ARIN Board of Trustees adopts the editorial updates to the ARIN Number Resource Policy Manual (NRPM) as presented.”

This was seconded by Bill Manning. The motion carried unanimously via roll call.

6. Proposed Change to the ARIN Election Guidelines

The President introduced this matter, stating that the current guidelines could be improved to keep the members better informed regarding the progress of selecting the candidates for elections, particularly the candidates for the Board of Trustees. After a lengthy discussion, the Chair asked the President to provide a recommended change to the guidelines for the Board to consider at its next regularly scheduled meeting.

7. Treasurer’s Update

The Treasurer requested Bob Stratton to provide the update to the Board. This update included announcing the Financial Committee (FinCom) would be meeting soon.

A discussion arose regarding the fact that none of the members of the current FinCom have extensive financial expertise, such as CPA certification. Counsel stated ARIN does have an outside audit company which is a critical check currently in place to help the Board meet its fiduciary responsibilities. Counsel recommended that the auditor annually meet directly with the Board or Financial Committee so that the Board can receive assurance that ARIN’s financial activities are operating correctly and thus the Board will meet its fiduciary responsibilities. Counsel further recommended that all ARIN staff, including the President/CEO and CFO, be asked to leave during a portion of this meeting so that the auditors can express any concerns they may have directly to the Board. Other Sarbanes-Oxley boards have adopted such procedures. It was determined that the auditors would meet with the Financial Committee and follow these procedures.

8. Internet Support Contributions

The President gave a brief update to the Board about ARIN’s financial support for selected Internet-related activities.

The Chair called for a 15 minute recess a 10:45 a.m. The Chair called the meeting to order at 11:00 a.m. The presence of a quorum was noted via roll call.

9. Conflict of Interest

The Board discussed matters relating to conflicts of interest regarding an RIR Board member who is also on the ICANN Board, but not relating to any ARIN Board member.

10. WSIS Update

The President provided information regarding the upcoming WSIS Prepcom 3 in Geneva in September, and the upcoming WSIS Summit in Tunis in November.

11. Human Resources Update

Mary K Lee provided the Board with an update on status of ARIN personnel including new hires and training conducted.

12. Future ARIN Meetings

The Board discussed attendance at future ARIN meetings through autumn of 2007.

Paul Vixie requested watching for Usenix meeting dates so as not to conflict with them, and Susan requested he send her their URL in order to check their dates.

At this point, the Chair suggested breaking for lunch at this time (11:41p.m.), and reconvene at 1:00 p.m.

The Chair reconvened the meeting at 1:01 p.m. The presence of a quorum was noted via roll call.

13. Report of the ARIN Compensation Committee

The President moved:

“The ARIN Board of Trustees moves to Executive Session to discuss the Report of the ARIN Compensation Committee.”

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

At this point the President, Recording Secretary, and all ARIN staff recused themselves from the meeting except for ARIN Counsel and the Director of Human Resources and Business Administration. All parties rejoined the meeting at 1:20 p.m.

Ray Plzak moved that:

“The ARIN Board of Trustees moves out of Executive Session.”

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

David Conrad moved that:

“The ARIN Board of Trustees accepts the recommendation of the Compensation Committee regarding compensation and benefits for the President.”

This was seconded by Scott Bradner. The motion carried via roll call, with one abstention (Ray Plzak).

14. ARIN Legal Matters

Counsel provided the Board with information regarding active litigation and legal matters and introduced Ms. Barrie Van Brackle, a partner in the Manatt firm, to the Board. The Chair requested that the President establish a procedure for acting upon suspected fraudulent transactions with ARIN, and where members of the public have fraudulently sought ARIN resources. The President and Counsel will work together to develop a draft policy.

15. Liaisons with the Number Resource Organization (NRO)

1. The Board discussed proposed liaisons between the NRO and the IETF. The Board requested that the President seek further information as to whether such a liaison was desired by the IETF. Scott Bradner suggested that the President refer to RFC 4052 before proceeding with this matter.
2. The Board discussed proposed liaisons between the NRO and the ITU-T. The Board decided that, in their opinion, a liaison with the ITU-T was not necessary at this time. The Board requested that the President investigate, with the NRO, a procedure by which policy discussions in ARIN and the other regions can be brought to the attention of the ITU-T.

At 2:51 p.m. the President suggested a short break. The Chair called for recess to resume at 3:00 p.m.

The Chair called the meeting to order at 3:00 p.m. The presence of a quorum was noted via roll call.

16. NRO Contracts

The Board discussed upcoming contractual matters regarding IANA services and NRO incorporation. The President stated the goal was to have the documents signed at ARIN XVI in Los Angeles, CA in October.

17. ARIN of the Future

The President discussed the need for the Board to consider the strategic vision for ARIN for the next five years. The Chair supported the President’s suggestion. The Board will discuss this in greater depth in future meetings.

18. Any Other Business

The Chair called for any other business to be discussed. There was no other business.

10. Adjournment

The Chair entertained a motion to adjourn at 4:03 p.m. EDT. Scott Bradner moved to adjourn, and this was seconded by David Conrad. The motion carried unanimously.

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ATTACHMENT A

ARIN Board of Trustees

Standing Rules for ARIN Board Meetings

In order to facilitate the conduct of business (and in keeping with the practice of small boards per RONR (10th ed.), p. 470-471), the ARIN Board of Trustees hereby adopts the following standing rules for its meetings to encourage open and active discussion:

1. After the call to order and customary welcome, the first item of business for each regular meeting is the discussion of the Draft Agenda for the meeting which, upon adoption, becomes the order of business for the meeting.

2. a. Members are not required to obtain the floor before making motions or speaking, and they can do either while seated.

b. Members may refer to other members by name, and may address their remarks to any member in addition to the Chair.

c. There is no limit to the number of times that a member can speak to a question; and, motions to close or limit debate are generally not entertained.

d. Members may speak against one’s own motion.

3. a. The Chairman need not rise while putting questions to vote.

b. The Chairman can speak in discussion without rising or leaving the chair, and usually votes on all questions.

c. The Chairman calls specifically for abstentions during each vote, and at the request of a member, their abstention from voting on a question may be noted in the record of the vote.

d. Votes on fiscal matters or Internet resource policy matters are conducted by roll call vote.

4. Informal discussion of any subject not on the Draft Agenda is permitted while no motion is pending.

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ATTACHMENT B

ARIN Number Resource Policy Manual (NRPM)

Editorial Updates

A. Reference correction.

The release of the new ARIN website has caused several URLs to be incorrect.

The situation is currently being handled by redirects, changing the reference links will remove the need for redirects.

http://www.arin.net/policy/ipep.html to http://www.arin.net/policy/irpep.html

http://www.arin.net/library/agreements/bulkwhois.pdf to http://www.arin.net/registration/agreements/bulkwhois.pdf

http://www.arin.net/policy/proposal_archive.html to http://www.arin.net/policy/proposals/proposal_archive.html

B. Grammar correction.

6.1.1, 3rd sentence - Remove one “are” from the “are are”.

C. Grammar and readability.

6.8.3, paragraph 3, final sentence. This sentence now reads: “The middle 16 bits of an address indicate the subnet ID. Per (RFC 3177, RIRs-on-48s), this field will often be inefficiently utilized, but the operational benefits of a consistent width subnet field were deemed to be outweigh the drawbacks.”

Delete The “be” before “outweigh”.

D. Grammar.

3.4.1 - Second sentence of first bullet. This sentence now reads: “This mirroring is only allowed by other routing registries.”

Remove “This” so that the sentence reads “Mirroring is only allowed by other routing registries.” The “this” is a pronoun without an antecedent; hence it is a dangling reference.

E. Readability.

4.3.2 - It is not readily clear that there are policy statements for both single and multi-homed end users. To provide that clarity this section should be divided into two parts. This lack of clarity is substantiated by calls to the ARIN Registration Services Help Desk seeking assistance in locating the policy pertaining to end users who multi-home.

This section currently reads:

“4.3.2. Minimum assignment - In general, the minimum block of IP address space assigned by ARIN to end-users is a /20. If assignments smaller than /20 are needed, end-users should contact their upstream provider.

For multi-homed end-users, the minimum block of IP address space assigned is a /22. If assignments smaller than a /22 are needed, multi-homed end-users should contact their upstream providers. When prefixes are assigned which are longer than /20, they will be from a block reserved for that purpose.”

Subdivide it so that it reads as follows:

“4.3.2. Minimum assignment

4.3.2.1 Single Connection.

The minimum block of IP address space assigned by ARIN to end-users is a /20. If assignments smaller than /20 are needed, end-users should contact their upstream provider.

4.3.2.2 Multi-homed Connection

For multi-homed end-users, the minimum block of IP address space assigned is a /22. If assignments smaller than a /22 are needed, multihomed end-users should contact their upstream providers. When prefixes are assigned which are longer than /20, they will be from a block reserved for that purpose.”

F. Spelling and Capitalization

email > email

multi-homing > multihoming

Capitalize the word chapter and section when used as part of the title of a chapter or section; for example Chapter One, Section 1, etc.

G. Correct Reference.

Change the table of contents entry for Section 2.6 from “End-Site” to “End-User”. The policy text is titled “End-User” hence the table of contents reference should accurately reflect that.

H. Readability.

The NRPM was created in MS Word which, because of its auto-formatting feature (we weren’t smart enough to turn it off), induced a number of unnecessary dashes and indentations. These should be removed to improve readability by making the document consistent throughout.