Board of Trustees Meeting Minutes - 22 July 2007 [Archived]

Chicago, IL

Attendees:

• John Curran, Chair
• Scott Bradner, Secretary
• Lee Howard, Treasurer
• Bill Manning, Trustee
• Ray Plzak, President
• Paul Vixie, Trustee
• 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 Business Administration/Human Resources
• Ginny Listman, Director of Engineering
• Leslie Nobile, Director of Registration Services
• Valorie Winkelman, Staff Accountant

ARIN Counsel:

• Stephen Ryan

1. Welcome

The Chair called the meeting to order at 7:31 p.m. CDT. The presence of quorum was noted.

2. Agenda Bashing

The Chair called for any comments. RP requested to add a discussion under Any Other Business regarding the Postel Awardee attending the upcoming NANOG/ARIN meeting in October. The Chair added this item.

3. Approval of Minutes

Scott Bradner, as Secretary, moved that:

“The ARIN Board of Trustees adopts the Minutes of April 23, 2007 as written.”

This was seconded by Bill Manning. The Chair called for any discussion. There were no comments.

The motion carried unanimously.

Scott Bradner, as Secretary, moved that:

“The ARIN Board of Trustees adopts the Minutes of May 15, 2007 as written.”

This was seconded by Bill Manning. The Chair called for any discussion. There were no comments.

The motion carried unanimously.

4. Confirmation of Actions Taken Without a Meeting

A. Formation and Tasking of ARIN Board Anti-Takeover Committee. The Chair stated that on May 1, 2007 the Board approved, via email, the formation and tasking of the ARIN Board Anti-Takeover Committee. The Board needs to confirm this action.

Scott Bradner moved that:

“The ARIN Board of Trustees confirms its action of May 1, 2007 when it adopted, via email, the formation and tasking of the ARIN Board Anti-Takeover Committee.”

This was seconded by Bill Manning. The Chair called for any discussion. There were no comments.

The motion carried unanimously.

B. Resolution of the ARIN Board of Trustees on Internet Protocol Numbering Resource Availability. On May 6, 2007 the Board approved, via email, the resolution on Internet Protocol Numbering Resource Availability. The Board needs to confirm this action.

Scott Bradner moved that:

“The ARIN Board of Trustees confirms its action of May 6, 2007 when it adopted, via email, the resolution on ‘Internet Protocol Numbering Resource Availability’.”

This was seconded by Bill Manning. The Chair called for any discussion. There were no comments.

The motion carried unanimously.

5. The Caribbean Portion of the ARIN Region

The Chair reported that he and the President had met with the Executive and members of the LACNIC Board to discuss their mutual activities in the Caribbean. He also explained that ARIN also had discussions with the Secretary General of the Caribbean Telecommunication Union (CTU) regarding outreach in their area and how they should interact with ARIN. He stated they have a great need for education and outreach. The CTU has submitted a Cooperation Agreement to which ARIN will be responding. Additionally, ARIN will be assisting with meetings, educational materials, and some financial support.

6. ARIN Consultation & Suggestion Process (ACSP)

The President stated that the ACSP was implemented on September 18, 2006. This process has since been actively used by the community. Experience in implementation has shown that a few adjustments to the process are necessary.

Scott Bradner moved that:

“The ARIN Board of Trustees changes the Section B, paragraph 2 of the ACSP to read:

2. ARIN staff will confirm to the sender that the suggestion has been received. The President will evaluate the proposal, and will within ten (10) business days provide a response to the submitter. This response will either state the action to be taken or will provide the submitter with a date to expect the statement of the action to be taken. The evaluation conducted may include:

a. A cost and implementation analysis by the ARIN staff.
b. A legal and liability analysis by the ARIN General Counsel.
c. A policy impact analysis by the ARIN Advisory Council.”

This was seconded by Lee Howard. The President stated that this is almost identical to paragraph 2 to the ACSP, the only change is the accommodation of the timeline. He stated it was realized at implementation that the ACSP would need to be amended in the future. Suggestions to the process were made; and, several adjustments were made based on comments from the community. The President reviewed the process with the Board.

Chair called for any comments. There were no comments.

The motion carried unanimously.

7. ARIN Financial Committee (FinCom) Report

The Treasurer reviewed the report with the Board regarding the items below. The President stated that Valorie Winkelman was present in Robert Stratton’s absence, and could also answer questions from the Board.

A. Lee Howard, as Treasurer, moved that:

“The ARIN Board of Trustees directs the Treasurer and Staff to maintain a two-year operating reserve of expenses.”

This was seconded by Scott Bradner. The Chair called for discussion. Upon review, the Treasurer stated to strike the last two words of the motion. The Chair asked for any objections. There were no objections

The new motion read:

“The ARIN Board of Trustees directs the Treasurer and Staff to maintain a two-year operating reserve.”

Scott Bradner then suggested further, for clarity, a friendly amendment to read:

“The ARIN Board of Trustees directs the Treasurer and Staff to maintain funds sufficient to cover two years of expenses in an operating reserve.”

The Chair asked the Treasurer if he accepted the friendly amendment. The Treasurer accepted. The Chair called for any further comments or objections to the friendly amendment. There were no comments or objections.

The motion carried unanimously via roll call.

B. Lee Howard, as Treasurer, moved that:

“The Board of Trustees directs the Treasurer and staff to build a strategic reserve, sufficient to fund 10% of ARIN’s operational expenses from income; this strategic reserve should be invested prudently, to provide income.”

This was seconded by Bill Manning. The Chair called for any discussion. The Board discussed the 10% value in the motion. Scott Bradner stated that ARIN cannot run without any income and that there needed to be some percentage, in case of a shortfall, to be used for that point in time if needed.

Bill Woodcock raised the topic of interest revenue covering all non-transactional costs. Discussion ensued on this possibility.

The Chair called for a 5 minute recess at 8:43 p.m. CDT. The Chair resumed the meeting at 8:48 p.m. CDT.

The Chair stated that the motion, as phrased, does not mention non-transactional costs. He asked the Board if they felt the motion needed to be amended. It was the sense of the Board that it did not need to be amended. Hearing no further discussion, the Chair called for a roll call vote on the motion as stated.

The motion carried unanimously roll call.

C. Lee Howard, as Treasurer, moved that:

“The Board of Trustees waives IPv6 annual renewal fees due in each calendar year by a pre-set percentage, regardless of the date of initial registration, according to the following table:

2008 2009 2010 2011 2012 2013

Amount Waived 90% 75% 75% 50% 25% 0%”

This was seconded by Paul Vixie. The Chair called for any discussion. Treasurer stated that the intent of the motion above was directly from member suggestion. In an effort to protect future revenue this provides predication and split and progressive upturn in v6 uptake.

Paul Vixie argued that future circumstances are yet unknown. ARIN can decline gradually on this schedule, but cannot guarantee this proposed outcome.

Paul proposed a friendly amendment the motion to read:

“The Board of Trustees intends and expects to waive IPv6 annual renewal fees due in each calendar year by a pre-set percentage, regardless of the date of initial registration, according to the following table:

2008 2009 2010 2011 2012 2013

Amount Waived 90% 75% 75% 50% 25% 0%”

He stated that this is a predictable as this can be. The Chair called for discussion. Discussion continued regarding the motion.

Ray Plzak called a point of order stating Paul had proposed an amendment to the motion. It had not yet been accepted as friendly. Ray asked if this was a proposed amendment, because if so, he would second it.

Chair stated that Ray Plzak had seconded the amendment, and asked for discussion on the amendment. Scott Bradner stated that he agreed with the amendment.

The Chair asked Counsel if the Board adopts the original motion as stated, how is ARIN legally constrained if the Board wanted to change it. Counsel stated he had language the Board could review.

Scott Bradner then suggested suspending the motion until Counsel could provide the language. RP supported suspending the motion. The Chair polled the Board for their opinion.

Scott Bradner moved to table the motion, not to suspend it, until Counsel could provide language for the Board to review. This was seconded by Bill Manning.

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

The motion carried unanimously.

The Chair then moved to suspend the meeting at 9:00 p.m. CDT due to time constraints. He stated the Board would reconvene at 8:00 a.m. CDT the next morning, July 23.2007.

This was seconded by Ray Plzak.

The motion carried unanimously.

Monday, July 23, 2007

The Chair called the meeting to order at 8:01 a.m. CDT. The presence of quorum was noted.

The Chair noted that the Board was awaiting language from Counsel regarding item 7. C. The Chair continued the agenda until Counsel could provide the language.

D. Lee Howard, as Treasurer, moved that:

“The Board of Trustees appoints a Membership Committee, to make recommendations on the nature and privileges of membership.”

The Chair called for clarification of the makeup and purpose of the Committee. The Treasurer stated that this would be a subcommittee of the Board. Ray Plzak stated it would behoove the Board to put terms on the committees they form.

The motion was seconded by Scott Bradner. The Chair called for any discussion. The Treasurer stated that the FinCom had not seriously investigated the nature of membership for some time. Ray Plzak agreed and felt this was in order.

The Treasurer stated that Counsel would need to be heavily involved. The Chair suggested the Committee be time-limited. The Treasurer felt this was an excellent idea, and stated it would be added to the Committee’s charge.

The Chair called for any objections. There were no objections. The Chair called for a Board member to lead the activity.

The Treasurer stated he could lead this Committee, but only when the Anti-Takeover Committee was completed, due to his heavy schedule. Bill Manning volunteered to work with the Treasurer.

The Chair stated the Committee should be composed of Board members, and selected ARIN members. All agreed.

Ray Plzak suggested Bill and Lee work on how to cultivate volunteers and to get back to the Board.

The motion carried unanimously.

Scott Bradner then moved to take item 7 C. off the table. This was seconded by Ray Plzak.

Counsel suggested the wording for the motion read:

“It is the intention of the Board of Trustees to waive IPv6 annual renewal fees due in each calendar year by a pre-set percentage, regardless of the date of initial registration, according to the following table:

2008 2009 2010 2011 2012 2013_

Amount Waived 90% 75% 75% 50% 25% 0%”

He explained that the Board retains the duty to annually review and confirm this schedule to ensure that outside events have not changed the ability to maintain this financial schedule.

The Chair moved to amend the motion, as phrased by Counsel. There were no objections.

The Chair stated the motion to amend had been accepted as phrased.

The Treasurer then stated the motion covered annual fees, and asked if ARIN should include the initial fee. Scott Bradner felt the motion should stand as it is phrased, and another motion could be made if needed.

The Chair expressed his desire to for shortening the ramp of the table that was stated in the motion, and eliminate year 2013. He felt a more straightforward, aggressive ramp was called for. Discussion ensued.

The Chair suggested a friendly amendment motion, and moved to change the table to read:

2008 2009 2010 2011 2012

Amount Waived 90% 75% 50% 25% 0%"

This was seconded by Scott Bradner. Chair asked for any comments. There were no comments.

The Chair stated that the motion to amend had been accepted, and the table was revised as amended. He called for any objections. There were no objections.

The motion carried unanimously via roll call.

The final motion reads:

“It is the intention of the Board of Trustees to waive IPv6 annual renewal fees due in each calendar year by a pre-set percentage, regardless of the date of initial registration, according to the following table:

2008 2009 2010 2011 2012

Amount Waived 90% 75% 50% 25% 0%”

E. Lee Howard, as Treasurer, moved that:

“The ARIN Board of Trustees accepts the Audit Report of the 2006 financial statements.”

This was seconded by Bill Manning. The Chair called for any discussion. Lee Howard reviewed the report with the Board. Lee pointed out the version did not specify ‘draft'.

No comments. Scott Bradner commended staff on job well done. It was a clean report.

The motion carried unanimously via roll call.

8. Status of the Anti-Takeover Committee (ATC) Act of Work

Lee Howard provided a report about the work of the ATC to the Board. The Board reviewed the report.

Lee explained that the ATC came up with many bad case scenarios, and reviewed some of them with the Board.

The ATC also formed recommendations, which were reviewed, to include why someone would want to take over the Board and to make that desire less interesting. It was also noted that the Nominating Committee needed to look for diversity of expertise in Board candidates. Another recommendation was that new Board members could not vote in the first year of their membership.

It was noted that this was an interim status report for informational purposes only, and there was no action for the Board at this time.

The Chair thanked Lee for the report.

9. ICANN Matters

A. Status of exchange of letters with ICANN. The President provided an update stating the last version of the letter had been given to ICANN at during the week of the ICANN meeting in Puerto Rico; and it was requested that ICANN provide a letter in return. There was strong suggestion that the RIR Boards would take matters up at the same time as the ICANN Board. ICANN has not yet responded. As Chair of the NRO EC, the President stated he would send a status email request to the NRO this week. The Chair then stated that there is no clear position going forward.

B. Discussions among the RIR Boards’ Members. The Chair stated that during the week of the ICANN meeting in Puerto Rico, there was an informal gathering of some RIR Boards’ members. The Chair stated frank discussions took place pertaining to v4 depletion and what the various Boards’ members felt about what would happen. He stated that no common consensus was reached, but all sides have been heard.

The Chair stated that ARIN Board members have the option of participating in future informal discussions with the other RIR Boards’ members for informational purposes, but that the ARIN Board is not engaging formally in any activity on the matter.

10. IPv6 Activities

A. Report of Presentations given by the Chair. The Chair stated that he has been spending time presenting the v4 depletion and v6 transition issue. He spoke at the Burton Group and at press calls. He stated that as an organization, ARIN needs to pay a lot of attention to, and participate in, outreach; and, he called upon the Board for assistance.

Bill Woodcock stated he would be addressing the FCC on this issue next month. The Chair asked Bill to keep him informed on his presentation. Bill agreed.

B. ARIN Staff IPv6 activities. The President presented slides to the Board on press coverage and events in which ARIN is participating. He stated ARIN created a v6 wiki site on its website. The Board discussed other ideas for outreach.

The Chair called for 5 minute break at 9:07 a.m. CDT. The Chair resumed the meeting at 9:17 a.m. CDT.

11. AGC Report

Counsel provided a privileged Attorney/Client account to the Board on ARIN’s current legal matters.

12. Conflict of Interest (COI) matters

A. ARIN Bylaws Change.

Scott Bradner moved that:

“The ARIN Board of Trustees changes the ARIN Bylaws, Article VI, by adding Section 14 to read:

Article VI, Section 14, Document Requirements.
Annually, at or before, the Boards’ first meeting of the year, each member of the ARIN Board of Trustees shall complete and sign a set of documents which will attest to the Trustee’s agreement to comply with ARIN Board policies and procedures. These documents shall be approved in advance by the Board which will, from time to time, review and revise these documents, or add or delete documents, from the adopted list of documents.”

This was seconded by Lee Howard. The Chair stated that the Board had previously discussed this item in the past. The Chair called for any discussion. There was no further discussion.

The motion carried unanimously via roll call.

The Chair called expressed his desire to discuss item 13. Any Other Business before moving on to item 12 B. He called for any objections to this request. There were no objections. The Board discussed item 13 below at this time.

B. Discussion of ARIN General Counsel (AGC) COI Memorandum. Discussed below after Item 13.

13. Any Other Business

The Chair called for any other business.

A. Postel Awardee. Ray Plzak stated ARIN was overdue on providing a name for the recipient of the award. Discussion ensued and it was the sense of the Board that Bill Manning was appointed as the representative to provide the name. Bill explained he was awaiting the candidate’s name from Randy Bush. Scott Bradner stated that recently Randy stated to Scott that he would be discussing the nominee for the award with NANOG; and, should have a name to Bill Manning very soon.

The President stated time was of the essence as this needed to be provided in time for the ARIN meeting in October. The Chair tasked the President to send a reminder to Randy Bush that he needs to provide the name to Bill Manning. The President stated he would send the message shortly.

It was the sense of the Board was that Bill Manning had the authority to take action when the name was provided to him.

B. Scott Bradner stated that in accordance with the ARIN Bylaws, Article VI, Section 4 C regarding the 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….”

He stated that the Board selected the Board members, but has not formally appointed the entire committee.

Scott moved that:

“The ARIN Board appoint a Nomination Committee of: Scott Bradner, ARIN Trustee; Bill Woodcock, ARIN Trustee; Cathy Aronson, ARIN Advisory Council; Robert Seastrom, ARIN Advisory Council; Charles Gucker, General Member in Good Standing; Tine Hutchison, General Member in Good Standing; and, Jason Malacko, General Member in Good Standing.”

This was seconded by Lee Howard. The Chair called for discussion. Scott explained the nominees had already been established, and confirmed that all nominees accepted being on the committee.

The motion carried unanimously.

The Chair resumed the agenda at item 12 B.

12 B. Discussion of ARIN General Counsel (AGC) COI Memorandum.

The Chair called for a closed discussion.

14. Adjournment

The Chair entertained a motion to adjourn at 10:31 a.m. CDT. Scott Bradner moved to adjourn, and this was seconded by Lee Howard. The motion carried unanimously.