Board of Trustees Meeting Minutes - 07 April 2008 [Archived]

Denver, Colorado

Attendees:

• John Curran, Chair
• Scott Bradner, Secretary
• Lee Howard, Treasurer - via telephone
• 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. MDT. The presence of quorum was noted. It was noted that Lee Howard would be calling in for this meeting, but may be running late.

2. Agenda Bashing

The Chair called for comments. Ray Plzak requested adding an item to Any other Business (7. C), regarding a discussion regarding CITEL. The Chair added this to the Agenda.

3. Approval of Minutes

Scott Bradner, as Secretary, moved:

“The ARIN Board of Trustees adopts the Minutes of the March 10, 2008 meeting, as amended, with edits presented by Counsel.”

This was seconded by Ray Plzak. The Chair called for any comments. There were no comments.

The motion carried with no objections.

4. Changes to ARIN Bylaws

1. Rights of General Members in Good Standing. Exhibit 1 attached.

Scott Bradner moved:

“The ARIN Board of Trustees changes Article III, Section 3.b., Rights of General Members in Good Standing, by adding to the end of the first sentence, the following words: ‘in accordance with the Mailing List Acceptable Use Policy’.”

This was seconded by Bill Manning. The Chair called for any comments. Susan Hamlin provided a presentation to the Board for their reference regarding this change.

The motion carried unanimously via roll call.

2. Nomination Committee. Exhibit 2 attached.

Scott Bradner moved:

“The ARIN Board of Trustees changes Article VI, Section 4.c., Nomination Committee, by adding, after the first sentence, the following sentence:

“The Nomination Committee shall be selected following a procedure approved by the Board and made publicly available on the ARIN website.”

This was seconded by John Curran. The Chair called for any comments. Susan Hamlin provided explanation for the Board’s reference.

After further review of Exhibit 2, Scott Bradner moved to amend his motion to add “strike the words ‘random lot’ from the current text”.

This was seconded by John Curran. The Chair called for any further comments. There were no comments. There being no objections, the motion was amended.

The motion carried unanimously via roll call.

3. Elections. Chair to lead.

A. Voting. Exhibit 3 attached.

Scott Bradner moved:

“The ARIN Board of Trustees changes Article VI, Section 4.g., to read:

‘Article VI, Section 4.g., Voting. Each General Member in good standing, through its designated member representative, shall be entitled to cast one (1) vote for each Trustee vacancy. 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. The President shall certify a list of eligible voters and the Secretary shall confirm the President’s review. Eligible voters shall vote electronically using a procedure approved by the Board of Trustees and made publicly available on the ARIN website.’”

This was seconded by Ray Plzak. The Chair called for any comments. Susan Hamlin provided explanation for the Board’s reference. There were no further comments.

The motion carried unanimously via roll call.

Lee Howard joined the meeting via telephone at this time (8:06 a.m. MDT)

Scott Bradner moved:

“In order to retain symmetry between the ARIN Board and ARIN AC processes, the ARIN Board of Trustees changes Article VIII, Section 4.e., to read:

‘Article VIII, Section 4.e., Voting. Each General Member in good standing, through its designated member representative, shall be entitled to cast one (1) vote for each Advisory Council vacancy. 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. The President shall certify a list of eligible voters and the Secretary shall confirm the President’s review. Eligible voters shall vote electronically using a procedure approved by the Board of Trustees and made publicly available on the ARIN website.’”

This was seconded by Ray Plzak. The Chair called for any comments. Susan Hamlin provided explanation for the Board’s reference. There were no further comments.

The motion carried unanimously via roll call.

B. Tiebreak. Exhibit 4 attached.

Scott Bradner moved:

“In order to retain symmetry between the ARIN Board and ARIN AC processes, the ARIN Board of Trustees adds to Article VI, Section 4. j., Tiebreak, to read:

‘Article VI Section 4.j. Tiebreak. In the event of a tie for the final available open seat, the President of ARIN shall select the winner by random lot, following a procedure approved by the Board and made publicly available on the ARIN website.’”

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

The motion carried unanimously via roll call.

Scott Bradner moved:

“The ARIN Board of Trustees adds to Article VIII, Section 4.h., Tiebreak, to read:

‘Article VIII Section 4.h. Tiebreak. In the event of a tie for the final available open seat, the President of ARIN shall select the winner by random lot, following a procedure approved by the Board and made publicly available on the ARIN website.’”

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

The motion carried unanimously via roll call.

C. Procedures. Exhibits 3A and 4A attached. Susan Hamlin presented the procedures for the Board for the above processes.

Scott Bradner moved:

“The ARIN Board of Trustees adopts the proposed changes to the ‘Election Guidelines’ as presented.”

This was seconded by Bill Manning. The Chair queried as to text to disclaim quorum – that no minimum quorum would be necessary; stating it would be something to be discussed in a future Board meeting. There were no other comments.

The motion carried unanimously via roll call.

4. Election Period. Exhibit 5 attached.

Scott Bradner moved:

“In order to retain symmetry between the ARIN Board and ARIN AC processes, the ARIN Board of Trustees changes Article VI, Section 4.h to read:

‘Article VI, Section 4.h., Election Period. The Election Period shall begin on the day of the fourth quarter Members Meeting. The membership shall have seven (7) calendar days after the Election Period opens to electronically cast their votes, provided that any such electronic transmission shall either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the member or the member’s proxy. Votes received by ARIN after the close of the Election Period shall not be counted.’”

This was seconded by Bill Manning. The Chair called for any comments. Susan Hamlin provided explanation for the Board’s reference.

The motion carried unanimously via roll call.

Scott Bradner moved:

“The ARIN Board of Trustees changes Article VIII, Section 4.f., Election Period, to read:

‘Article VIII, Section 4.f., Election Period. The Election Period shall begin on the day of the fourth quarter Members Meeting. The membership shall have seven (7) calendar days after the Election Period opens to electronically cast their votes, provided that any such electronic transmission shall either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the member or the member’s proxy. Votes received by ARIN after the close of the Election Period shall not be counted.’”

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

The motion carried unanimously via roll call.

5. Election Results. Exhibit 6 attached.

Scott Bradner moved:

“In order to retain symmetry between the ARIN Board and ARIN AC processes, the ARIN Board of Trustees changes Article VI, Section 4.i., Election Results, to read:

‘Article VI, Section 4.i., Election Results. The President and one member of the Board of Trustees shall, in cooperation with ARIN’s General Counsel, certify that the election was held following the approved voting procedures and confirm the vote tally. The Candidates receiving the plurality of votes cast shall be the winners. The Board of Trustees shall confirm the results of the election process and the President of ARIN shall formally announce the results of the voting as soon as possible, but not later than seven (7) calendar days following the close of the Election Period.’”

This was seconded by Bill Manning. The Chair called for any comments. Susan Hamlin provided brief explanation to the Board.

The motion carried unanimously via roll call.

Scott Bradner moved:

“The ARIN Board of Trustees changes Article VIII, Section 4.g., Election Results, to read:

‘Article VIII, Section 4.g., Election Results. The President and one member of the Board of Trustees shall, in cooperation with ARIN’s General Counsel, certify that the election was held following the approved voting procedures and confirm the vote tally. The Candidates receiving the plurality of votes cast shall be the winners. The Board of Trustees shall confirm the results of the election process and the President of ARIN shall formally announce the results of the voting as soon as possible, but not later than seven (7) calendar days following the close of the Election Period.’”

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

The motion carried unanimously via roll call.

6. Quorum. Exhibit 7 attached.

Scott Bradner moved:

“The ARIN Board of Trustees changes Article VI, Section 5. Quorum, to read:

‘Article VI, Section 5. Quorum. A majority of the Trustees shall constitute a quorum for the transaction of business. Decisions of the Board of Trustees shall be made by the concurrence of a majority of members of the Board of Trustees present and voting. Absentee voting and voting by proxy shall not be permitted. The Board may, at its discretion, take action without meeting as set forth in Section 6(b) below. If at any meeting there is no quorum present, the Board must not transact business.’”

This was seconded by Bill Manning. The Chair called for any comments. Brief discussion took place as to the words ‘must not’ in the last sentence, versus “shall not, or may not”. Scott Bradner clarified the text currently read ‘must not'.

The Chair asked Counsel if the different alternative wordings mattered. Counsel suggested the Board discuss, in the absence of quorum, a topic to drive it to a resolution so that when the Board convened with quorum, the agenda could move forward smoothly. Counsel further stated the word ‘cannot’ could be used.

Ray Plzak suggested the Board conducts business when it takes actions (ex. motions). The Board cannot take an action without quorum.

The Chair polled the Board as to changing the words ‘must not’ to some alternative wording. Lee Howard stated that Robert’s Rules of Order defined this very issue. It was the sense of the Board the wording was satisfactory; however the Chair stated that members of the Board could get together and review this issue again.

The motion carried unanimously via roll call.

Scott Bradner moved:

“In order to retain symmetry between the ARIN Board and ARIN AC processes, the ARIN Board of Trustees changes Article VIII, Section 5. Quorum, to read:

‘Article VIII, Section 5. Quorum. A majority of the Advisory Council members shall constitute a quorum for the transaction of business. Decisions of the Advisory Council shall be made by the concurrence of a majority of members present and voting. Absentee voting and voting by proxy shall not be permitted. The Advisory Council may, at its discretion, take action without meeting as set forth in Section 6(b) below. If at any meeting there is no quorum present, the Advisory Council must not transact business.’”

This was seconded by Bill Manning. The Chair called for any comments.

The motion carried unanimously via roll call.

7. Actions Taken By the Board of Trustees Without Meeting. Exhibits 8 and 8A attached.

Scott Bradner moved:

“The ARIN Board of Trustees changes Article VI, Section 6.b, Actions Taken By the Board of Trustees Without Meeting_, to read:_

‘Article VI, Section 6.b., Actions Taken By the Board of Trustees Without Meeting. Any action required or permitted to be taken at any Meeting of the ARIN Board of Trustees may be taken without a meeting if all Trustees consent in writing to such action. Such action shall be evidenced by written consents from each Trustee approving the lack of a meeting. Actions taken without a meeting shall follow a procedure adopted by the Board.’”

This was seconded by Bill Manning. The Chair called for any comments. Susan provided presentation for reference to the Board.

Scott Bradner moved to amend the motion to remove the ‘s’ from ‘consents’. This was seconded by Bill Manning. There were no objections to modifying the motion. Given there were no objections, the motion was modified.

The new motion reads:

“The ARIN Board of Trustees changes Article VI, Section 6.b, Actions Taken By the Board of Trustees Without Meeting, to read:

‘Article VI, Section 6.b., Actions Taken By the Board of Trustees Without Meeting. Any action required or permitted to be taken at any Meeting of the ARIN Board of Trustees may be taken without a meeting if all Trustees consent in writing to such action. Such action shall be evidenced by written consent from each Trustee approving the lack of a meeting. Actions taken without a meeting shall follow a procedure adopted by the Board.’”

Discussion ensued on whether or not the procedure for this needs to be in the Bylaws. Lee Howard moved to amend the motion by striking the last sentence. This was seconded by Scott Bradner.

The Chair called for any objections to modifying the motion. Hearing no objections, the motion was modified.

The motion now reads:

“The ARIN Board of Trustees changes Article VI, Section 6.b, Actions Taken By the Board of Trustees Without Meeting_, to read:_

‘Article VI, Section 6.b., Actions Taken By the Board of Trustees Without Meeting. Any action required or permitted to be taken at any Meeting of the ARIN Board of Trustees may be taken without a meeting if all Trustees consent in writing to such action. Such action shall be evidenced by written consent from each Trustee approving the lack of a meeting.’”

The Chair called for discussion. Ray Plzak explained that the sentence regarding the procedure was placed in the motion for transparency and completeness, as other procedures were adopted into the Bylaws by the Board. He stated he was neutral to striking the sentence. There were no further comments.

The motion carried unanimously via roll call.

Scott Bradner moved:

“The ARIN Board of Trustees adopts the ‘Guidelines for Actions Taken By the Board of Trustees Without Meeting’.”

Ray Plzak called for recess at this point (8:44 a.m. MDT) to resume the meeting the next morning, due to time constraints for the ARIN XXI Public Policy Meeting. The Chair recessed the meeting until Tuesday morning. April 8, 2008.

Tuesday, April 8, 2008

The Chair called the meeting to order at 8:00 a.m. MDT. The presence of quorum was noted. It was acknowledged that Lee Howard was present and attending via telephone. The Chair stated that there was a motion on the table that needed a second.

The motion was seconded by Paul Vixie. The Chair called for comments. Discussion ensued on the relevancy of this procedure. After discussing further, Scott Bradner withdrew the motion and suggested the procedure be simplified.

Ray Plzak stated he would work with Scott on the procedure.

8. Meetings. Exhibits 9 and 9A attached.

Scott Bradner moved:

“In order to retain symmetry between the ARIN Board and ARIN AC processes, the ARIN Board of Trustees adds to Article VIII, Section 6.b., Actions Taken By the Advisory Council Without Meeting, to read:

‘Article VIII, Section 6.b., Actions Taken By the Advisory Council Without Meeting. Any action required or permitted to be taken at any Meeting of the Advisory Council may be taken without a meeting if all Council members consent in writing to such action. Such action shall be evidenced by written consents from each Council member approving the lack of a meeting. Actions taken without a meeting shall follow a procedure adopted by the Advisory Council.’”

This was seconded by Bill Manning. The Chair called for any comments.

Ray Plzak moved to amend the motion to make it consistent with the motion made for the ARIN Board of Trustees changes to Article VI, Section 6.b, Actions Taken By the Board of Trustees Without Meeting; by removing the ‘s’ from the word ‘consents’ and striking the last sentence. Scott Bradner seconded this amendment.

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The Chair called for any objections to modifying the motion. Hearing no objections, the motion was modified.

The motion now reads:

“The ARIN Board of Trustees adds to Article VIII, Section 6.b., Actions Taken By the Advisory Council Without Meeting, to read:

‘Article VIII, Section 6.b., Actions Taken By the Advisory Council Without Meeting. Any action required or permitted to be taken at any Meeting of the Advisory Council may be taken without a meeting if all Council members consent in writing to such action. Such action shall be evidenced by written consent from each Council member approving the lack of a meeting.’”

The Chair called for discussion. There were no comments.

The motion carried unanimously via roll call.

Ray Plzak suggested skipping making a motion for procedures since it was no longer relevant. All agreed.

9. Secretary. Exhibit 10 attached.

Scott Bradner moved:

“The ARIN Board of Trustees changes Article VII, Section 7.b., Secretary, to read:

‘Article VII, Section 7., Secretary. The Secretary shall have charge of such books, records, documents, and papers as the Board of Trustees may determine, and shall have custody of the corporate seal. The Secretary shall keep, or cause to be kept, the minutes of all meetings of the Board of Trustees. The Secretary may sign, with the President, in the name and on behalf of ARIN, any contracts or agreements, and he or she may affix the corporate seal of ARIN. The Secretary, unless a Candidate in an election, shall confirm the President’s review of the list of eligible voters and assist in confirming the vote tally to determine the winners. In general, the Secretary performs all duties incident to the Office of Secretary, subject to the supervision and control of the Board of Trustees. The Secretary shall be the Vice Chairman of the Board of Trustees and will act as the Chairman of the Board of Trustees when designated to so by the Chairman or in the case of a vacancy or incapacitation in the office of Chairman, until such time as the Board of Trustees elects a new Chairman. A majority of the Board of Trustees may appoint a Secretary if the Vice Chair declines to act. Certain duties of the Secretary, as may be specified by the Board of Trustees, may be delegated by the Secretary to the President or a designated member of the ARIN staff.’”

This was seconded by Ray Plzak. The Chair called for any comments. Scott Bradner raised the question that if the Secretary is subject to election, who then would confirm eligibility of voters.

Discussion ensued with Ray Plzak stating that it was important to have the information in one place in enumeration of duty. He suggested considering amending the motion to take care of the concern about who else can confirm eligibility.

The motion failed: 4 in favor (Scott Bradner, Lee Howard, Bill Manning, Ray Plzak); 2 against (John Curran, Paul Vixie), 1 abstention (Bill Woodcock).

It was noted that, in accordance with Article IX, Section 13 of the ARIN Bylaws, four-fifths of the vote was needed in order for the motion to carry - which would require six Board members to vote in favor of the motion.

With regard to the motion, the Chair tasked Counsel to research what the law requires versus what the procedures require, and to make a recommendation to the Board.

5. ARIN 401K Plan

At the Board’s last meeting in March, they postponed discussion of adopting a resolution to ARIN’s 401K plan, to give Counsel and ARIN staff more time research the need for the resolution.

Scott Bradner moved:

“The ARIN Board of Trustees hereby appoints the ARIN 401K Plan Trustees as ‘Employer’ of the record for the ARIN 401K Plan (Plan), noting that the ‘Employer’ of record for the Plan has the authority to sign for both the mandatory and discretionary amendments to the Plan.”

This was seconded by Ray Plzak. The Chair called for any comments. Mary K Lee explained that there is no legal requirement for Officers to sign amendments to the plan. It was recommended that the Board appoint the plan trustees as the Employer(s) of Record. The Chair called for any objections. There were no objections.

The motion carried unanimously via roll call.

6. Caribbean Outreach

Ray Plzak stated ARIN was working on increasing visibility in the Caribbean sector of the ARIN region. He explained that ARIN would be holding a Caribbean Sector Meeting, May 20 and 21 in Kingston, Jamaica. He stated ARIN would conduct a policy forum and inject any policy proposals into the policy process and the PPML. He requested one Board member volunteer in to attend this meeting. The Board will review their schedules. Ray also stated he would be requesting the Chair of the AC and one ARIN-region ASO AC members to volunteer to attend.

Ray also stated that ARIN and LACNIC are working together on research activities in this respect for portions of the Caribbean; and that ARIN’s outreach and registration services departments have been working with their counterparts at LACNIC as well.

7. ARIN Matters

A. NRO Contract with ICANN. Discussion took place on this issue and it was the sense of the Board that it be re-addressed and discussion between the RIRs be encouraged.

Paul Vixie requested adding a discussion to this agenda regarding an AUP Committee. There were no objections, and the Chair added it as the next item to be discussed.

AUP Committee. Counsel stated that there would be 3 appointed members to this Committee: one appointment made by the Board, which may or may not be a Trustee; the second appointment being a member of Advisory Council, with the Chair and President agreeing on who the person should be and proposing their choice to the AC Chair; and, the third volunteer from membership, with the Board choosing who to ask from the membership. The ex-officio members of the Committee will be the President and Counsel.

Bill Woodcock moved to appoint Bill Manning from the ARIN Board. This was seconded by Scott Bradner. The Chair asked Bill Manning if he accepted the nomination, and Bill accepted. Bill Woodcock requested that the remaining 2 appointees be selected before closing this Board meeting. All agreed.

The motion carried with Bill Manning abstaining.

The Chair called for a recommendation for an individual from the Advisory Council. Bill Woodcock recommended Matt Pounsett. It was the sense of the Board that Matt be nominated. The President stated he would approach Matt and the AC Chair, on behalf of the ARIN Board Chair and himself, to invite Matt to join the Committee.

The Chair called for a recommendation for an individual from the ARIN membership. Lee Howard recommended Ron Da Silva. It was the sense of the Board that Ron be nominated. The President stated he would email Ron to invite him to join the Committee.

Ray Plzak requested re-ordering the agenda to discuss Item 7.C. CITEL, at this point - in the interest of time - and then discuss Item 7. B. IPv4 Depletion/IPv6 Adoption. There were no objections.

C. CITEL. Cathy Handley discussed the possibility of ARIN joining CITEL as an Associate Member. She explained that CITEL was a member-driven, treaty-based organization and was part of the OAS. If ARIN participates with CITEL, it would have the option to provide input into CITEL policy development activities. She stated she attended the last CITEL meeting in Washington DC and visited with many government representatives that were happy to see ARIN there and felt ARIN had a vital role to play.

The Board discussed the possibility. Ray Plzak stated, as a point of reference, that LACNIC has been a member of CITEL for several years. After further discussion, it was the sense of the Board that ARIN become an Associate Member of CITEL. The Board thanked Cathy for the discussion.

B. IPv4 Depletion/IPv6 Adoption. Paul Vixie requested that Counsel discuss this topic with the Board. Counsel provided a privileged discussion regarding possible future risks with regard to property rights and transfer policy issues.

Ray Plzak called for recess at 8:39 a.m. MDT, due to time constraints with the ARIN XXI Meeting. He announced the Board would resume their meeting at 12:30 MDT. Lee Howard stated he would not be available to call in at that time, but wished the Board successful continuance of the meeting.

The Chair called the meeting to order at 12:45 p.m. MDT. The presence of quorum was noted. It was acknowledged that Lee Howard would not be participating.

Discussion continued on this topic turning to the subject of educational outreach regarding ownership of vs. right to use IP addresses. It was the sense of the Board that the President work with Counsel on what materials might be warranted and to whom it should be presented. Paul Vixie volunteered to be involved in the outreach when the time was appropriate.

8. Any Other Business

The Chair called for any other business. There was no other business.

9. Adjournment

The Chair entertained a motion to adjourn at 12:57 p.m. MDT. Scott Bradner moved to adjourn and this was seconded by Ray Plzak. The motion carried unanimously.