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

Vancouver, British Columbia

Attendees:

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

ARIN Staff:

• Nate Davis, Director of Operations
• Richard Jimmerson, Director of External Relations
• Thérèse Colosi, Recording Secretary
• Mary K Lee, Recording Secretary
• Susan Hamlin, Director of Member Services
• Leslie Nobile, Director of Registration Services
• Bob Stratton, Director of Financial Services

ARIN Counsel:

• Mr. Stephen M. Ryan (via telephone)

1. Welcome

The Chair called the meeting to order at 8:01 PST and handed the Chair over to Scott Bradner for the remainder of the meeting. There were no objections. The presence of a quorum was noted with John Curran and Counsel participating via telephone.

2. Agenda Bashing

The Acting Chair called for any comments on the Agenda.

The President requested adding an item to discuss a possible NRO statement for the WSIS Summit. It was agreed to add this item under Any Other Business, Item 15 a.

3. Approval of the Minutes of October 26, 2005

The President moved that:

“The ARIN Board of Trustees adopts the Minutes of the October 26, 2005 ARIN Board Meeting, as written.”

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

4. Discussion of Residential Customer Privacy Policy.

NRPM Paragraph 4.2.3.7.6 states:

“To maintain the privacy of their residential customers, an organization with downstream residential customers may substitute that organization’s name for the customer’s name, e.g. ‘Private Customer - XYZ Network’, and the customer’s street address may read ‘Private Residence’. Each private downstream residential reassignment must have accurate upstream Abuse and Technical POCs visible on the WHOIS record for that block.”

The Registration Guidelines written to implement this policy state:

“When registering residential customers, ARIN recommends the phrase “Private Residence” for the address. ISPs should provide the person’s name, city, state, postal code, and country to complement the private residence designation.”

There have been recent comments on the PPML which say, in effect, that the term ‘street address’ applies to not only the street name and address number, but also to city, state, and postal code.

The President explained what is at issue here is the letter of the policy, or the intent of the policy, as currently perceived by the PPML commentators. Leslie Nobile stated that PPML opinions indicate that ARIN should not be recommending policy, but rather leave it to the community.
She explained however, that ARIN offers it as an option not a “recommendation” and that the guidelines are incorrect. Leslie suggested the guidelines be revised to delete the word ‘recommend’.

The Board discussed the issue at length. It was the sense of the Board that ARIN staff revise the Registration Guidelines to remove the words ‘ARIN recommends’.

5. Initial Review of Policy Proposals by the ARIN Advisory Council (AC)

The President explained that there had been recent discussion on the AC’s list as to when to perform initial reviews. The Policy Evaluation Process currently states that AC has ten (10) working days in which to determine if a policy proposal should be assigned a formal number; sent back to author for continued work on the proposal; or petition for the proposal as-is.

This current procedure posed no problems until recently when policy proposals have been received after the deadline. The AC holds meetings monthly, but recently has held interim policy proposal meetings. The Board needs to consider if is this acceptable, and if the policy process needs reviewing.

After discussion, it was the sense of the Board that they could not review the policy process without community input. Therefore, the Board will post to the PPML regarding this issue, and will discuss the response in January 2006 at the next regularly scheduled Board meeting.

6. Proposed Changes to the ARIN Bylaws regarding the Treasurer

The President moved that:

“The ARIN Board of Trustees changes the ARIN Bylaws, Article VII, Section 6:
to read:

Section 6. Treasurer. The Treasurer shall have the custody of all funds, property, and securities of ARIN, subject to such regulations as may be imposed by the Board of Trustees. He or she may be required to give bond for the faithful performance of his or her duties, in such sum and with such sureties as the Board of Trustees may require or as required by law, whichever is greater. When necessary or proper, he or she may endorse on behalf of ARIN for collection, checks, notes and other obligations, and shall deposit same to the credit of ARIN at such bank or banks or depository as the Board of Trustees may designate. He or she shall make or cause to be made such payments as may be necessary or proper to be made on behalf of ARIN. He or she shall enter or cause to be entered regularly on the books of ARIN to be kept by him or her for that purpose, full and accurate account of all monies and obligations received and paid or incurred by him or her for or on account of ARIN, and shall exhibit such books at all reasonable times to any Trustee on application at the offices of ARIN incident to the Office of Treasurer, subject to the control of the Board of Trustees. Certain duties of the Treasurer as may be specified by the Board of Trustees may be delegated by the Treasurer to the President or a designated member of the ARIN staff. Notwithstanding the provisions of Article VII, Section 2, in the event the office of Treasurer is vacated, the Chairman shall assume the duties of Treasurer until such time as the Board of Trustees shall elect a new Treasurer.”

This was seconded by Bill Woodcock. The Acting Chair called for any discussion. The President stated that the change is in the last sentence beginning with “Notwithstanding.”. He explained that this sentence provides a vehicle by which legal requirements can be met after a Treasurer vacates their position on the Board. Counsel agreed this is the best, and constitutional, solution. John Curran stated, as standing Chair, that he understood the need and is in favor of this, but that the Board should work on getting a new Treasurer in place.

The Acting Chair asked the President if this motion had been previously submitted to the Board for review via their list. The President responded that it had not. The Acting Chair therefore stated the motion needed to be withdrawn because the motion was not in order. The President stated “This constitutes notice to the Board”. The President withdrew the motion and stated the motion would be posted to the Board list for procedure of action without meeting. There were no objections.

7. Discussion of ARIN Pay Practices

The President explained that during the last ARIN meeting, the Board discussed the ARIN Budget and salaries that ARIN staff received. Because of questions raised by one Board member, the President decided that the Board should receive a briefing regarding ARIN’s pay practices. Mary K Lee, ARIN Director of Administration and Human Resources, presented the Board with an information briefing regarding ARIN’s pay practices.

The Board accepted the information presented and requested that ARIN management ensure that ARIN staff be made aware of the details of these practices.

8. Approval of the ARIN Budget for 2006

John Curran, as Treasurer, moved that:

“The ARIN Board of Trustees adopts the ARIN Budget for 2006 as presented.”

This was seconded by Bill Manning. Bob Stratton presented the budget to the Board. The motion carried unanimously via roll call.

9. Proposed Changes to the ARIN Bylaws regarding Election of Members to the

ARIN Board of Trustees and the ARIN Advisory Council.

Due to these motions not being posted to the Board’s list previously, the text below serves as notice to the Board. Susan Hamlin presented the revisions to the Board. She explained that the motions propose to shorten the election process by opening the petition at time of call for nominations.

1. “The ARIN Board of Trustees changes the ARIN Bylaws, Article VI, Section 4.e. and Article VIII, Section 4.c. of the ARIN Bylaws by substituting the words “nominee questionnaire” in lieu of “curriculum vitae.”

2. “The ARIN Board of Trustees changes the ARIN Bylaws, Article IV, Section
   4.d: to read:

d. Nominations by Petition. The President of ARIN shall issue a call for petitions at the same time as the call for nominations. The President of ARIN shall notify the membership of the procedures for nominating candidates by petition and procedures for completing the petition process. The petition process shall extend for 10 calendar days beyond the close of the nomination period to receive petitions for the nomination of individuals to be placed on the ballot for open Trustee positions. The number of signatures required for petition nominations shall be at least five percent (5%) of General Members in good standing as of the established opening date of the nomination period. Only one signature per General Member in good standing, via its designated member representative, shall count toward the petitioner’s signature requirement.”

The Acting Chair called for any discussion on the two suggested motions. Brief, informal discussion ensued. All agreed with motion number 1.

The Acting Chair objected to motion number 2. He did not see why the process should begin before the current time it already begins. He suggested this issue be discussed further with Member Services and discussed on the Board’s list. He further suggested looking at the particular lengths of the stages of the process.

The President stated that motion number 1 would be posted to the Board’s list. He stated that motion number 2 needed to be resolved very soon as the process begins at the end of January and needs to be resolved by the next meeting. The Acting Chair stated he would work with Susan and Member Services to get the issue resolved.

10. Confirmation of Board of Trustees Election

The President explained that this confirmation usually occurs after notification to all nominees.
However, in this case, voting has ended and the tallies are in, and winners have confirmed their acceptance. The President requested the Board’s confidentiality until notification was posted. There were no objections.

The President moved that:

“The ARIN Board of Trustees confirms the results of the ARIN Board of Trustees Election conducted in 2005.”

This was seconded by Paul Vixie. The elected Trustees were Bill Woodcock and Lee Howard. The Acting Chair called for any comments. Paul asked if there is any kind of outside auditor when elections are done. The President explained that results are sent to ARIN Counsel, the ARIN Board Secretary and the ARIN President separately for tallying. The stated the raw votes were sent, and each party independently confirmed the votes.

John Curran asked Counsel and the President if, to the best of their knowledge, the ARIN Election Procedures were followed. The answered affirmatively.

The Acting Chair called for any further discussion. There were no further comments. The motion carried with one abstention.

The Acting Chair then asked for confirmation of the ARIN Advisory Council election. The elected AC members were Matt Pounsett and Dan Alexander. As with the Board election results; confidentiality on the Board’s part was requested. There were no objections. The President reported on results of the AC election and stated an announcement would be made on Friday, November 11, 2005.

11. Discussion of Member Suggestion Process

Board reviewed the process presented. This was discussed at the member meeting and it was supported.

The President moved that:

“The ARIN Board of Trustees adopts the Member Suggestion Process as presented.”

This was seconded by John Curran. Discussion ensued. After deliberating, it was the sense of the Board that they could not reach a consensus on this process.

The President withdrew the motion.

The President requested a five minute recess at 9:51 p.m. PST. The meeting reconvened at 9:56 pm PST.

12. Discussion of Liaison between the NRO and the ITU-T.

The President stated he consulted with other CEOs that work is in progress.

13. Discussion of Future Board Meetings during IETF Meetings in the ARIN region

The President stated that the Board meetings are normally held on the Tuesday evening of the IETF week at 6:30 p.m. but since the IETF’s schedule had changed, he suggested the Board dinner begin at 6:30 pm and the Board meeting begin at 7:00 or 8:00 p.m. for future Board meetings.

It was discussed that possibly the Board meeting could take place a few days before or after the IETF meeting. It was decided this would be further discussed on the Board’s list, with the President proposing specific dates for their next meeting. Scott Bradner suggested the President also speak with the IETF Chair to get a better idea of what the IETF plans its future meetings.

14. Discussion of the NRO Statement of Ethics and Principles

The Board reviewed the statement and made minor revisions. The President explained that the statement references how the NRO conducts its business and will be posted on the NRO webpage. It was the sense of the Board that this statement was satisfactory. .

John Curran moved that:

“The ARIN Board of Trustees approves the NRO Statement of Ethics and Principles as amended.”

This was seconded by Bill Woodcock. There was no further discussion. The motion carried unanimously.

15. Any Other Business

a. NRO Statement for WSIS Summit. The Board must decide if the existence of some type of forum is something to which ARIN would subscribe. Discussion ensued, and it was the sense of the Board that they were in support of the statement of the NRO regarding the creation of a forum.

The Acting Chair called for any other business. There were no comments.

16. Adjournment

The Acting Chair entertained a motion to adjourn at 10:39 p.m. PST. Bill Manning moved to adjourn, and this was seconded by Bill Woodcock. The motion carried unanimously.