Board of Trustees Meeting Minutes - 12 February 2006 [Archived]

Dallas, Texas

Attendees:

• John Curran, Chair
• Scott Bradner, Secretary
• Lee Howard, 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
• Leslie Nobile, Director of Registration Services
• Bob Stratton, Director of Financial Services

ARIN Counsel:

• Stephen Ryan – via telephone

1. Welcome

The Chair called the meeting to order at 8:08 a.m. central time. The presence of a quorum was noted for business, but not for Bylaws item 6, due to Paul Vixie and Bill Woodcock being delayed to the meeting.

2. Agenda Bashing

The Chair called for any discussion on the Agenda. Scott Bradner requested a discussion of the Standing Rules to be added. The Chair added this as item 14 A. The Chair stated that the Bylaws, item 6, be moved to item 13 E. to give Paul and Bill Woodcock time to arrive, having full Board participation to discuss the amendments. All agreed.

3. Parliamentary Procedure.

The Chair welcomed everyone and stated Robert’s Rules of Order are followed by the ARIN Board. He briefed the Board on the Board’s Standing Rules of Order. The Chair called for any discussion. There was no discussion.

4. Approval of the Minutes

Scott Bradner, as Secretary, moved that:

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

This was seconded by Bill Manning. The Chair called for any discussion. There was no discussion. The motion carried unanimously.

Scott Bradner, as Secretary, moved that:

“The ARIN Board of Trustees adopts the Minutes of the January 5, 2006 ARIN Board Meeting, as written.”

This was seconded by Lee Howard. The Chair called for any discussion. There was no discussion. The motion carried unanimously.

5. Board Ratification of Policy Proposals

These proposals have been through Last Call, and were recommended by the ARIN AC for ratification by the ARIN Board at the AC’s meeting held on November 17, 2005.

Scott Bradner moved that:

“The ARIN Board of Trustees, based on the recommendation of the ARIN Advisory Council, and noting that the Internet Resource Policy Evaluation Process has been followed, adopts Policy Proposal 2005-4: AFRINIC Recognition Policy.”

This was seconded by Lee Howard. The Chair called for any discussion. The Board discussed the proposed policy. The Chair asked if the policy process had been followed. The President confirmed it had been followed.

The motion carried unanimously via roll call.

Scott Bradner moved that:

“The ARIN Board of Trustees, based on the recommendation of the ARIN Advisory Council, and noting that the Internet Resource Policy Evaluation Process has been followed, adopts Policy Proposal 2005-5: IPv6 HD Ratio.”

This was seconded by Lee Howard. The Chair called for any discussion. The Board discussed the proposed policy. The Chair asked if the policy process had been followed. The President confirmed it had been followed. Scott Bradner suggested when an Internet Draft is referenced in the justification for a policy proposal, that it be linked to the proposal. The President stated this would be done.

The motion carried unanimously via roll call.

Scott Bradner moved that:

“The ARIN Board of Trustees, based on the recommendation of the ARIN Advisory Council, and noting that the Internet Resource Policy Evaluation Process has been followed, adopts Policy Proposal 2005-7: Rationalize Multi-Homing Definition and Requirement.”

This was seconded by Bill Manning. The Board discussed the proposed policy. The Chair asked if the policy process was followed. The President confirmed it had been followed. Lee Howard requested to correct the spelling of the word “fashion”. It was noted it would be corrected.

The motion carried unanimously via roll.

6. Changes to the ARIN Bylaws

Moved to Item 13 E.

7. Financial Committee (FinCom)

A. Selection of the FinCom.

Lee Howard moved that:

“The ARIN Board of Trustees appoints the following individuals to the ARIN Finance Committee: Lee Howard, Scott Bradner, and Bill Manning.”

This was seconded by Ray Plzak. Lee Howard noted that, as Treasurer, he was automatically on the FinCom and that he was the Chair. He further noted that the President was an ex-officio member of the FinCom.

The motion carried unanimously.

Paul Vixie connected via telephone at 8:35 a.m. central time.

B. FinCom Report. The Treasurer stated that the Committee had met on Friday, February 10, 2006 for approximately two hours. ARIN’s investment advisor and a representative from the auditors were in attendance as guests of the FinCom. The auditor stated that the audited financial statements for part of the meeting would be ready by the end of March or early in April, and the Treasurer remarked that the FinCom should be able to present the approved statements at the ARIN meeting in Montreal. The Treasurer stated that the investment advisor had commented that ARIN was doing well and he had suggested ARIN review its investment policy. The Treasurer stated that is part of the Fincom’s Charter.

The Treasurer explained that since a financial controls audit was done about a year ago, ARIN was advised that another such audit was not needed in the near future. He further explained that the auditors will be addressing any remaining open items from the previous audit and that it would be these items that would be of concern at the time of the next audit.

The Chair asked about the budget timeline for Board approval being in December. The Treasurer stated that the proposed budget timeline would be provided to the Board for its review prior to the member meeting.

The Treasurer proposed a Provider Independent IPv6 fee schedule to the Board for review. He noted that this schedule differed from the allocation structure in that it provided a range for the XS/micro and small categories.

The Treasurer reported that the FinCom recommended allowing the waiver of transfer fees to lapse due as it had not influenced holders of IP address space to correct their records. Bob Stratton provided details and presented a slide on the revenue effect of transfer fee waiver.

Finally, the Treasurer reported that the FinCom was requesting the Board to consider whether or not to extend the waiver of the IPv6 fees. Bob Stratton presented a slide on the fee waiver for IPv6 as well.

Scott Bradner moved that:

“The ARIN Board of Trustees accepts the Treasurer’s report.”

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

Lee Howard, as Treasurer, moved that:

“The ARIN Board of Trustees extends the waiver of IPv6 fees as currently in place and expiring on 12/31/2006, to expire on December 31, 2008.”

This was seconded by Scott Bradner. The Chair called for any discussion. The Treasurer stated the extension gives the members a time frame of reference. The Chair called for any objections to the motion. Discussion ensued on matters concerning: length of time of the extension; invoicing for v6 in conjunction with v4 versus alone; analyzing current holders of v4 the effect of changing the waiver. It was decided that a forecast of the next 5 to 10 years be prepared by ARIN staff on the projected demand of IPv6 and a projected fee schedule.

The President stated that ARIN could have the information for the Board to be ready to discuss at their next face to face meeting in October, and that some preliminary data could be available for t he Board meeting in April.

Scott Bradner suggested a friendly amendment to change the extension from two years to one year. This was accepted by the Treasurer. The Chair called for any objections. There were no objections. The new motion reads:

“The ARIN Board of Trustees extends the waiver of IPv6 fees as currently in place and expiring on 12/31/2006, to expire on December 31, 2007.”

The Chair reiterated that ARIN staff will analyze a 5 to 10 year registration demand and expense profile to model fees. The President stated discussion will be alive, and the item will be put on the Board’s April agenda.

Hearing no further comments, the motion carried unanimously via roll call.

Lee Howard, as Treasurer, moved that

“The IPv6 fee schedule is modified:

To change the XS/Micro category to cover a range of /40 - /48);
To change the small category to cover a range of /41- /32; and,
To include a renewal fee for assignments to $100 per year.”

This was seconded by Bill Manning. The Chair called for any discussion. The Treasurer then amended the motion due to a typographical error, and the President also suggested it read “…End-User assignments to $100 per year.” The new motion reads:

“The IPv6 fee schedule is modified:

To change the XS/Micro category to cover a range of /41 - /48
To change the small category to cover a range of /40 - /32 and,
To include a renewal fee for End-User assignments to $100 per year.”

The Chair called for any objections to the amendments. There were no objections.

The motion carried unanimously via roll call.

Bill Manning requested it noted for the record that the Board is going to let the waiver transfer fee expire. Ray Plzak then asked, as a point of order, if there needed to be a Board action for the expiration of the waiver transfer fee. The Board agreed that no action was needed to let it expire.

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

At the meeting in Vancouver, the Board discussed changing the period known as the AC Initial Review Period. This is the period from the time a policy proposal is first posted on the PPML, to the time that the AC meets to decide whether or not to assign it a formal proposal. Currently, this period is 10 days.

At the meeting it was discussed that this can put a burden on the AC in that it could prompt the necessity of having very frequent meetings to perform this duty. Several solutions were discussed. The one arrived at was to change the period to be such that the AC would meet to consider the proposal at its next regularly scheduled meeting. The Board decided to submit this proposal to the community for discussion prior to taking final action.

Based on comments received from the PPML, Scott Bradner moved that:

“The ARIN Board of Trustees changes the period for the initial review of policy proposals by the ARIN Advisory Council. Specifically, the Board of Trustees changes the Internet Resource Policy Evaluation Process current text:

“Within ten (10) working days of receipt of a policy proposal template the Advisory Council will review the proposal and may decide to: 1) support it as is, 2) work with the author to clarify, divide or combine one or more policy proposals, or 3) not support the policy proposal.”

to read:

“The ARIN Advisory Council will review all proposed policies and may decide to:

1) Accept the proposal as a formal policy proposal as it is presented;

2) Work with the author to:
_ a) clarify the language or intent of the proposal;_
_ b) divide the proposal into two (2) or more proposals; or_
_ c) combine the proposal with other proposals; or,_

3) Not accept the proposal as a formal policy proposal.

This review will be conducted at the next regularly scheduled Meeting of the Advisory Council that occurs after the proposal is posted on the ARIN Public Policy Mail List. If the period before the next regularly scheduled meeting is less than ten (10) days, then the period may be extended to the subsequent regularly scheduled meeting, but the period shall not be extended beyond forty-five (45) days. Not withstanding this schedule of the review, all proposals that have been received sixty (60) days prior to the ARIN Public Policy Meeting will be reviewed by the Advisory Council no later than forty-five (45) days prior to the ARIN Public Policy Meeting.”

This was seconded by Lee Howard.

Bill Woodcock arrived to the meeting at 9:17 a.m. central time. The Chair called for a 10 minute recess. The Chair called the meeting to order at 9:28 a.m. central time.

The Chair called for any discussion on the motion. The President stated that the PPML was polled for comment. The only contrary comment received was to include convening a ‘special meeting of the AC’ so that all reviews could be completed in a timely manner prior to the public policy meeting. He stated that this request was incorporated into the motion.

The Chair stated that this is a change to the Policy Process and becomes effective immediately.

The motion carried unanimously via roll call.

9. Legal Activities

Counsel apologized for not being able to attend this meeting in person.

a) Annual Legal Report. Counsel presented the annual legal report to the Board.

Scott Bradner moved that:

“The ARIN Board of Trustees accepts the annual legal report provided by Counsel.”

This was seconded by Lee Howard. The Chair called for any discussion. There was no discussion. The motion carried unanimously.

b) Personal Conduct. Counsel requested tabling this discussion until the next Board meeting. It was agreed this would be on the Board’s agenda for their next meeting in Montreal.

Lee Howard, as Treasurer, moved that:

“The ARIN Board of Trustees amends the budget to change the legal litigation reserve to 400K.”

This was seconded by Bill Manning. The Chair called for comments. The Treasurer stated that revenue permitted this amendment, but he did not agree with it. Counsel explained that it made practical sense in that in the event ARIN ends up with a large case, it would be very costly. He stated it made sense to amend the amount now when revenue permits, than to need it in the future when ARIN possibly could not have the revenue to support costly litigation.

The President stated that the Board could create a reserve and also set aside a budget line item for litigation. He further suggested tabling this discussion until the next meeting, to give the Board time to review its options.

The Chair stated that the motion was tabled until the Board’s next meeting, and to note two orders of ‘old business’ for the next meeting: Personal Conduct; and, the tabled motion regarding the Reserve Fund.

The Chair called for a 10 minute recess at 10:35 a.m. central time. The Chair called the meeting to order at 10:47 am central time.

10. Member Suggestion Process

Scott Bradner reminded the Board that a request for this process was made at a previous ARIN meeting; and that discussion and a proposal, presented at the last Board meeting, was reviewed and rejected.

He also reminded the Board that it was decided that it will be stated at the ARIN Member’s meeting that email suggestions to ARIN staff should be sufficient and, if it is not, it should be brought to the attention of the Board. The Chair called for any discussion. Scott Bradner stated he would report this at the Member’s Meeting. The Board agreed.

11. President’s Report

A. ARIN 401K Plan. The President provided the Board with an informational report concerning the ARIN 401K plan. He noted the success of the plan as indicated by the high (97%) participation of ARIN staff.

B. Legacy Space. The President gave a progress report concerning the vetting of legacy address space held by Board members, or any organization that they were associated with. He stated that this would be completed in the near future.

C. CA. The President then introduced the topic of Certification Authority (CA) and ARIN’s participation in this activity relative to the on-going efforts to implement secure routing. The Board briefly discussed the matter. The Chair, noting that the Board needed education on this matter, requested that the President provide a presentation regarding the nature of CAs and the options available to ARIN. The President said that he would do so.

D. Outsourcing Efforts. The President briefed the Board on outsourcing efforts explaining that some activities require additional staff but only temporarily, and that outsourcing allows ARIN to target expertise in particular areas. Discussion ensued on two such potential efforts by sources outside of ARIN, but which would have impact on ARIN. The Chair asked the President to obtain additional information regarding the impact on ARIN before it decided that ARIN should participate.

The Chair called for a 15 minute recess at 11:49 am. The Chair called the meeting to order at 12:05 p.m.

E. Outreach Initiative. The President reported that Richard Jimmerson, as ARIN’s Director of External Relations, has been expanding outreach to different segments of the population within the ARIN community. He noted that recent discussions on the PPML highlighted the need for ARIN to move to encourage participation by more segments of the community. He also stated that the Board needs to examine other ways in which to enable members of these segments to become ARIN members in lieu of the current means. He reported on the nature of these outreach efforts in cooperation with other organizations such as ISOC.

Susan Hamlin then reported on an initiative to produce an illustrated publication series in comic book format to be used to provide educational outreach to various audiences.

The Chair asked if there were any objections to this idea. The Board agreed this was a unique idea and accepted the proposed initiative.

At this point, in the interest of time, and since all Board members were present, the President requested discussing item 13 E. Bylaws Changes. There were no objections.

13. E. Changes to the ARIN Bylaws

A. Treasurer.

Scott Bradner 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 Manning. The Chair called for any discussion. There was no discussion. The motion carried unanimously via roll call.

B. Elections.

Scott Bradner moved that:

“The ARIN Board of Trustees changes the ARIN Bylaws, VI Section 4.b, Nomination of Candidates and Article VIII Section 4.b, Nomination of Candidates to address the situation of withdrawn candidates to read:

Article VI Section 4.b, Nomination of Candidates. 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. If Candidates withdraw from the election, causing the number of qualified Candidates to be less than the number required, the Board of Trustees may at its discretion appoint the necessary number of Candidates for the requirement to be met.

And,

Article VIII Section 4.b, Nomination of Candidates. 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. If Candidates withdraw from the election, causing the number of qualified Candidates to be less than the number required, the Board of Trustees may at its discretion appoint the necessary number of Candidates for the requirement to be met.”

This was seconded by Lee Howard. Susan Hamlin briefed the Board on this motion. The Chair called for any discussion. Susan Hamlin stated that Scott Bradner was of great guidance to the ARIN staff on this issue. The motion carried unanimously via roll call.

Scott Bradner moved that:

“The ARIN Board of Trustees changes the ARIN Bylaws, Article VI Section 4.d, Nominations by Petition reducing the amount of time to submit petitions and gather signatures to read:

Article VI Section 4.d, Nominations by Petition. The President of ARIN shall notify the membership of the procedures for nominating Candidates by petition and procedures for completing the petition process, and shall provide for at least seven (7) calendar days to receive petition intent and another fourteen (14) calendar days to receive the necessary signatures. 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.”

This was seconded by Bill Manning. The Chair called for any discussion. Lee Howard asked why there needed to be a requirement for notification of intent. Scott Bradner replied that this is how the public announcement gets out to the public. Susan Hamlin explained that it requires emails from designated member representatives in good standing, and that there was no change to that.

The motion carried unanimously via roll call.

Scott Bradner moved that:

“The ARIN Board of Trustees changes the ARIN Bylaws, Article VI Section 4.e, Notifying Members of Nominations; and, Article VIII Section 4.c, Notifying Members of Nominations to reduce the number of days before the Members Meeting for the slate of candidates to be announced, to read:

Article VI Section 4.e, Notifying Members of Nominations. The President of ARIN shall, at least ten (10) 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’ nominee questionnaires shall be posted on the ARIN website.

And,

Article VIII Section 4.c, Notifying Members of Nominations. The President shall, at least ten (10) calendar days prior to the date designated as the fourth quarter Members Meeting, mail electronically to the membership a final list of Candidates. Candidates’ nomination questionnaires shall be posted on the ARIN website.”

This was seconded by Bill Manning. The Chair called for any discussion. Lee Howard requested changing ‘nomination questionnaire’ to ‘nominee questionnaire’. Scott accepted this friendly amendment.

The motion carried unanimously via roll call.

Scott Bradner moved that:

” The ARIN Board of Trustees changes the ARIN Bylaws, Article VIII Section 2, Advisory Council Composition, to read:

Article VIII Section 2, Advisory Council Composition. The Advisory Council shall consist of no more than fifteen (15) persons, each elected in accordance with Section 4 of this Article VIII. In addition, the President of ARIN is a non-voting ex officio member of the Advisory Council. The Chairman of the Advisory Council shall be elected annually by the Advisory Council members from among its membership during the month of January."

This was seconded by Lee Howard. The Chair called for discussion. The President explained that the ARIN AC is electing their Chair by electronic voting always before their first meeting. Susan Hamlin stated that this motion gives the AC flexibility as to when they hold their first in January.

A discussion ensued, and the motion was amended following a suggestion by Scott Bradner. The motion was reworded to read:

"…The Chairman of the Advisory Council shall be elected annually in January, by the Advisory Council members from among its membership, at or before its first meeting of the year."

The motion carried unanimously via roll call.

The Board resumed the Agenda at this point at item 11 F.

11. President’s Report. (Resumed)

F. Suggested Schedule of Board Meetings. The President briefed the Board on the 2006 schedule. He explained the Board needed to establish this schedule per Robert’s Rules of Order. The Chair requested not having 7:30 a.m. breakfast meeting in the future. Scott Bradner suggested removing the time of the Board meetings held during NANOG stand alone meetings from the list until the Board determined a suitable time.
Discussion ensued.

Ray Plzak suggested that the Board adopt the regularly scheduled meetings in conjunction with the ARIN/NANOG meetings; hold the stand-alone meetings at the ARIN office; and, have one regularly scheduled meeting in June or July a place to be determined.

Scott Bradner moved that:

“The ARIN Board of Trustees adopts the Schedule of Board Meetings as amended.”

This was seconded by Lee Howard. Bill Manning stated he wanted the Board to be told where and when the one stand alone meeting would be as soon as possible. It was agreed this would be discussed on the Board’s list.

The motion carried unanimously.

12. Activities Delegated to the NRO

The President suggested this item be discussed on the Board’s list. There were no objections.

13. Chairman’s Report

1. ARIN Constitution. The Chair stated that ARIN has reached a level of organizational maturity which allows consideration of a constitution to formally bind ARIN to basic principles which could not be set without member consent. The Chair stated he would send a message to Board’s list regarding what would be in the Constitution.

2. Broadening ARIN’s Membership. The President stated that membership is mostly made up of service providers, and that discussions on the PPML have had an underlying tone in regard to who can vote on issues. In terms of ARIN maturing and changing, ARIN needs to look at what the real membership face of ARIN should be.

3. Conduct of Board Meetings. This topic was discussed above under item 3. “Parliamentary Procedure”.

4. Conduct of Public Policy Meetings. The Chair stated that the member meetings are not formal meetings, and the Board may want to include that in the Constitution. He then reported on procedures to be used in the public policy meetings to ensure a fair and open discussion and the maximum participation by all attendees.

5. Bylaws Changes. Discussed above.

14. Any Other Business

The Chair called for any other business.

A. Standing Rules. Scott Bradner requested changing 3 C. to default noting a member can request not being listed.

John Curran moved that:

“The ARIN Board of Trustees amends the ‘Standing Rules for ARIN Board Meetings’, 3. c to read:

The Chairman calls specifically for abstentions during each vote and the abstention will be identified in the record of vote, unless otherwise requested by the member.”

This was seconded by Bill Manning. The Chair explained that on a voice vote it would not be recorded, and this motion ensures that it is recorded.

The motion carried unanimously.

The Chair called for any other discussion. There were no further comments.

15. Adjournment

The Chair entertained a motion to adjourn at 1:17 p.m. central time. Scott Bradner moved to adjourn and this was seconded by Bill Manning. The motion carried unanimously.