Board of Trustees Meeting Minutes - 10 March 2008 [Archived]

Philadelphia, PA

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, COO
• Susan Hamlin, Director Member Services
• Cathy Handley, Executive Director Government Affairs
• Richard Jimmerson, CIO
• Mark Kosters, CTO
• Mary K Lee, Director, H.R./Business Admin.
• Leslie Nobile, Director Registration Services
• Bob Stratton, Director Financial Services

ARIN Counsel:

• Stephen M. Ryan, ESQ.

1. Welcome

The Chair called the meeting to order at 8:00 a.m. EDT. The presence of quorum was noted. It was noted that Bill Woodcock would be calling in from overseas.

2. Agenda Bashing

The Chair called for comments. Bill Woodcock joined the meeting at this time (8:03 a.m. EDT). The Chair added Any Other Business to the agenda as Item 13. The Chair called for any other items. Ray Plzak requested adding ARIN Board Travel Policy as item 13 A. The Chair added this item.

3. Approval of Minutes

Scott Bradner, as Secretary, moved:

“The ARIN Board of Trustees adopts the minutes of the January 8, 2008 meeting, as written.”

This was seconded by Lee Howard. The Chair called for comments. There were no comments.

The motion carried unanimously with no objections.

4. Ratification of Policy Proposal 2007-22: Expand Timeframe of Additional Requests

During their meeting on February 21, 2008, the ARIN Advisory Council moved to forward this proposal to the Board for ratification.

Scott Bradner moved:

“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 2007-22: Expand Timeframe of Additional Requests.”

This was seconded by Bill Manning. The Chair called for comments. The Board reviewed the current language and reaffirmed that the policy had been through ARIN’s Internet Resource Policy Evaluation Process (IRPEP). The Chair noted the value of the proposal; and, asked how the other RIR’s were handling this issue.

After brief discussion, it was the sense of the Board that this policy was satisfactory.

The motion carried unanimously via roll call.

5. ARIN Bylaws Change. Change to ARIN Board Election Process.

Scott Bradner moved:

“The ARIN Board of Trustees changes Article VI, Section 4, by inserting new paragraph “l.” (After paragraph “k.”) to read:

1. Quorum for Election of Trustees. Five percent (5%) of the General Members in good standing participating in the voting process anytime during the Election Period shall constitute a quorum for the election of Trustees.”

This was seconded by Lee Howard. The Chair briefed Bill Woodcock on the discussion the Board had on March 9, 2008, in a workshop meeting they held, where they discussed this topic.

The Chair stated that this change to the Bylaws was specifically made to clarify ARIN’s existing approach to this process by making the Bylaws explicit on the matter. He further stated that the Board needed a longer discussion of the meaning of “participation of members”. The Chair then called for comments. Lengthy discussion ensued on the various dynamics of this topic to include: the merits of the motion as stated; the definition of ‘participation’; delivery receipt of emails to the members; and, any potential legal ramifications.

After discussion, Bill Woodcock suggested a replacement motion to the motion on the table.

Bill Woodcock moved:

“The ARIN Board of Trustees changes Article VI, Section 4, by inserting after the first sentence of paragraph g., the following:

“1. Quorum for Election of Trustees. Quorum shall be defined as the portion of the eligible general membership which has been offered, by electronic or postal delivery, during the Election Period, the opportunity to vote.”

This was seconded by Bill Manning. The Chair then asked if all were in favor of substituting the motion on the table for this motion. There were no objections. The Chair called for any further comments. It was the sense of the Board that this motion was favorable.

The motion carried unanimously via roll call.

Scott Bradner then requested consideration of the issue that the section of the ARIN Bylaws relevant to the ARIN Advisory Council on this issue of quorum should be amended in an equivalent fashion to the section for the ARIN Board.

Since the Board needs 15 days advance notice to make changes, the Chair tasked ARIN Staff to present a suggested text for the AC portion of the Bylaws in order for the Board to address it at their next Board meeting in April. All agreed.

The Chair called for recess at 9:13 am EDT. The Chair resumed the meeting at 9:18 a.m. EDT.

6. Suggestions Received via the ARIN Suggestion and Consultation Process (ASCP)

A) 2007.31, Change the Voting System. The Chair briefed Bill Woodcock on the discussion the Board had on March 9, 2008 in a workshop meeting they held where they discussed this topic. This was a suggestion entered into the ASCP by a member.

The Board discussed many different voting practices at length included in the suggestion. While merits were noted, it was the sense of the Board that the value of the simplicity of the current voting method used by ARIN, and the fact that current process is easily understood, was deemed to be of overriding benefit. The President stated he would respond back to the member on this suggestion.

B) 2008.7, Mailing List to Discuss ARIN Legal Issues, Board Oversight, Etc. This was a suggestion entered into the ASCP by a member.

The Board discussed the value of creating an ARIN mailing list to address various other issues that were off-topic of policy issues to the community. After much discussion, it was the sense of the Board that another mailing list was not needed and that the ARIN-Discuss mailing list served the purpose of discussing any non-policy issues the community cared to explore.

7. Acceptable Use Policy (AUP) v.1.1, for ARIN Email List.

Scott Bradner moved:

“The ARIN Board adopts the Acceptable Use Policy (AUP) as presented, and directs the ARIN President to remove the current Section 9 from the ARIN Number Resource Policy Manual (NRPM); and, designates Section 9 as reserved.”

This was seconded by Bill Manning. The Chair called for comments. The Board reviewed the AUP in detail. The rationale for removal of the AUP from the NRPM is that it is administrative and not operational in nature. After much discussion regarding the motion, Lee Howard suggested the Board postpone further discussion until they moved forward through the rest of the agenda, due to time constraints.

The Chair called for any objections to postponing the discussion until the end of the agenda. There were no objections.

Chair called for recess at 10: 35 a.m. EDT. The Chair resumed the meeting at 10:40 a.m. EDT.

8. ARIN 401K Amendment and Resolutions

Scott Bradner moved:

“WHEREAS, the Employer adopted the ARIN 401(k) Plan (the “Plan”) on January 1, 1998 for the benefit of its employees and their beneficiaries; and

WHEREAS, under Article VIII, Section 8.1 the Employer shall have the right to amend the Plan at any time; and

WHEREAS, the Employer deemed it advisable to amend the Plan to change the provisions for employees eligible to share in the safe harbor contributions to satisfy the ADP test; and

_NOW THEREFORE BE IT, _

RESOLVED, that effective with the plan year beginning in 2005 Employees who have not completed 1 Year of Service shall not be eligible to share in the Safe Harbor Contribution.”

This was seconded by Ray Plzak. The Chair called for comments. Ray Plzak stated these amendments are based on suggestions from ARIN’s 401K provider. Mary K Lee explained that ARIN annually adopts the Safe Harbor Contribution, a guaranteed contribution by ARIN to its employees, which allows ARIN to avoid discrimination testing.

Discussion ensued with the Chair asking Counsel if this recommendation was of benefit to ARIN or to the retirement provider. Counsel advised that ARIN inquire as to who the requirement for Board of Trustee approval is intended to protect, and whether it is required by law, but did not see anything that would cause danger to ARIN in adoption of the motion as written.

Ray Plzak moved:

The ARIN Board of Trustees postpones the motion regarding ARIN’s 401K Plan until the Board’s next meeting in April to give Counsel and ARIN staff more time research the need for the motion.”

This was seconded by Lee Howard. The Chair called for any objections to postponing until April.

The motion carried with no objections.

9. Board Matters

A) Addition to Standing Rule.

Scott Bradner moved:

“The ARIN Board of Trustees adopts the following Standing Rule:

The ARIN Board of Trustees will hold its first meeting of the year on the 1st Monday or Tuesday after New Years Day, as long as that is at least three (3) days after New Years Day, otherwise it would be the 2nd Monday or Tuesday of January.”

This was seconded by Bill Manning. The Chair called for comments. Scott Bradner explained it was difficult to establish a date for the first meeting of this year, and this standing rule would establish the expectation of “proposed expected dates”. The Chair asked if anyone objected to this as a Standing Rule for the Board. There were no objections.

The motion carried with via roll call with six in favor and one against (Lee Howard).

B) Adoption of Regular Schedule of 2008 Board Meetings.

Scott Bradner moved:

“The ARIN Board of Trustees adopts the ARIN Board 2008 Regular Schedule of Meetings, as presented.”

This was seconded by Lee Howard. The Chair called for comments. Ray Plzak explained that the schedule provided for 4 face-to-face meetings per year, and that the Board reserved the right to meet more or less during any given year in addition to telephonic meetings.

The motion carried unanimously with no objections.

C) Board Real-Time Communications Requirements. The Chair brought up the issue of having the ability during ARIN Public Policy meetings for the Board to be able to have chat sessions. Discussion ensued on the usefulness of this provision to the Board, which type of chat conduit to use, and the appearance to the members of having the Board on stage with the ability to be having side chats.

After some discussion it was the sense of the Board that they have the ability to chat only for logistics and facilitation purposes of the meeting; and to have an AUP to prevent them from having meaningful side-discussions regarding policies during the meeting.

The President stated ARIN could provide this to the Board, and to staff, for those purposes.

The Chair wanted it noted that any future ARIN Chairs may decide they do not want this provision. He stated that as much as he is willing to enable it, he did not want to set an expectation for the position of the ARIN Board Chair. He stated that it was not an eternal expectation.

10. Management and Operational Controls Audit

Ted Mittlestaedt had asked via the ARIN-discuss mailing list if ARIN should have ISO management audit. The Chair brought this suggestion to the Board for further discussion.

After discussing, it was the sense of the Board that there was no particular reason to conduct an ISO audit because the Board believed ARIN was following their procedures satisfactorily. The Chair stated he would respond in kind to Mr. Mittlestaedt.

11. Finance Committee (FinCom) Report

A) Results of ARIN’s Controls Audit.

Lee Howard, as Treasurer, provided recommendations from ARIN’s external auditors and the staff response to the recommendations:

1. Hire a CPA to be on the Board. The FinCom discussed this recommendation, and suggested ARIN hire an external accounting firm instead to provide independent financial advice to the Treasurer and to the Board. As a result, an RFP was issued to solicit an outside accounting firm.
2. The Treasurer to present quarterly financial statements to Board (will be done).
3. Setting up a lockbox to improve internal controls and efficiency (in progress).
4. Setting up a separate bank account for payroll and an automatic transfer amount each pay cycle to fund the payroll (in progress).
5. Credit card charges be reviewed and approved for payment by an individual who does not have signature authority on the (bank) account (process established).
6. Approval and review process of CEO expenses be transferred to an individual who is not supervised by the CEO. Board Compensation Committee will review quarterly.
7. Petty cash on hand be counted periodically (quarterly or semi annually) by an employee who does not have access to petty cash (process established).
8. Director of Financial Services to review and sign off on the bank reconciliation each month and other balance sheet account reconciliations (pre-paids, accruals, etc.) on a quarterly basis (process established).
9. Setting up a hotline for employees to report possible fraud or misconduct on an anonymous basis. Employees would be able to anonymously report fraud to the Board if circumstances warranted. The Treasurer recommended to the Board that Staff and Counsel provide a recommendation to the Finance Committee.

B) 2008.8, Reduced Fee Structure for Qualified 501c (3), or equivalent, Organizations. This was a suggestion entered into ARIN’s Suggestion and Consultation Process (ASCP) by a member. The Treasurer stated this was a significant issue for the Board to consider if they decided to do so. He stated that no reduction amount was suggested.

Bill Woodcock recused himself from the discussion, since his organization fell under this category.

The Treasurer presented slides indicating that 130 current IPv4 registrant organizations were “identified” as possibly qualifying – to include governments, universities, and cooperatives. In addition, the total fees paid in 2007 were $224,875 which represents 2% of 2007 registration revenue.

No consensus was reached.

The Chair called for recess at 11:55 a.m. EDT. The Chair resumed the meeting at 12:22 p.m. EDT.

12. ARIN General Counsel Report

Counsel provided a privileged, confidential, and in portions, attorney work-product briefing to the Board regarding current legal matters.

13. Any Other Business

A) ARIN Board Travel Policy. The Chair briefed Bill Woodcock on the discussion the Board had on March 9, 2008 in a workshop meeting they held where they discussed this topic. The Chair stated that the matter of the Board traveling to other RIR meetings is not for Board members to provide ‘coverage’ at other RIR meetings, but for interaction between the Board members of ARIN and the Board members of the other RIRs because they do not have the opportunity to interact very often otherwise.

Scott Bradner suggested the Board use the process the AC currently uses, and hold a lottery to choose which meetings they could attend, noting that not every ‘other RIR’ meeting needs to be covered.

The Chair stated at this point (1:08 p.m. EDT) that this was a Board self-governance issue; and, entered into an Executive Session. The Chair stated that the Executive Session was closed at 1:48 p.m. EDT.

B) Review of Disclosures. Scott Bradner reminded the Board that this matter needed to be undertaken at the next Board meeting in April.

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

The Chair stated the Board would resume discussion of Item 7 at this time.

7. Acceptable Use Policy (AUP) v.1.1, for ARIN Email List

Discussion ensued with the Board further exploring the points of Section 9 of the AUP and the motion to remove it. After discussing, Scott Bradner moved to substitute the original motion as follows:

Scott Bradner moved:

“The ARIN Board directs the ARIN President to remove the current Section 9 from the NRPM; and, designates Section 9, as reserved.”

This was seconded by Lee Howard. The Chair called for comments. There were no comments.

The motion carried unanimously via roll call.

It was the sense of the Board, upon further review, that the draft revised AUP presented for consideration needed modification. The Board, with privileged guidance from Counsel, proceeded to do so.

Bill Woodcock left the call due to time differences and scheduling conflicts.

After much review, editing, and discussion, Scott Bradner moved:

“The ARIN Board of Trustees adopts the AUP as edited, as an AUP for ARIN mailing lists.”

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

The motion carried via roll call.

14. Adjournment

The Chair entertained a motion to adjourn at 3:08 p.m. EDT. Ray Plzak moved to adjourn and this was seconded by Scott Bradner. The motion carried unanimously.