Board of Trustees Meeting Minutes - 09 September 2008 [Archived]

Chantilly, VA

Attendees:

• John Curran, Chair
• Scott Bradner, Secretary (via teleconference)
• 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 & Public Policy
• 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 2:03 p.m. EDT. The presence of quorum was noted. Bill Manning and Lee Howard would be delayed.

2. Agenda Bashing

The Chair called for any comments. Counsel requested adding a discussion regarding the transfer policy, as he received questions from the ARIN Advisory Council. The Chair agreed to add the item under Any Other Business.

3. Approval of the Minutes

A. Scott Bradner, as Secretary, moved:

“The ARIN Board of Trustees adopts the Minutes of the August 11, 2008 meeting, as written.”

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

The motion carried with no objections.

Bill Manning joined the call at 2:06 p.m.

4. ARIN Bylaws Restructure

Given the current structure of the Bylaws, many amendments often require a change in two places - once for the Board, and once for the ARIN Advisory Council (AC). It has been requested that the Bylaws be restructured to remove that requirement. In addition to removing that requirement several other changes were made to streamline the Bylaws. A summary of these changes are below.

A. All the election-related sections that were within both the Board and Advisory Council Articles were moved into one Elections and Appointments Article (Article VIII). Because the AC has a policy development role, the AC has been added to the NomCom vetting and petition processes.

B. The remaining items under the Board and Advisory Council Articles were then combined into one Article (Article IV), so that items such as Terms of Service, Resignation, Interim Appointments, and Meetings did not have to be duplicated. A separate section to address Committees was also added to this Article. The details of Trustee Conflicts of Interest were removed, replaced by an overview. The details will be in a separate document maintained by the Board and published on the ARIN website.

C. The Articles addressing Offices and Composition of ARIN were moved before the Membership Article.

D. A Financial Administration Article (Article IX) was added. Most of these sections were previously in the Miscellaneous Article, which was becoming too large.

This document was provided to the Board on August 13, 2008, thus meeting the notice requirement of the Bylaws. Several calls were made for comments from Board members. There have been no comments received requesting changes to this document.

Scott Bradner moved:

“The ARIN Board of Trustees adopts the revised Bylaws, as presented.”

This was seconded by Bill Manning. The Chair called for any comments. The Chair noted Lee Howard had requested one more change on the article regarding Quorum. He stated it could be changed at this time or subsequently. Ray Plzak also noted the comment and stated that it will be tracked and brought forth at a later time. The Board reviewed the current changes in Exhibit A. The Chair asked if everyone had read the changes. All stated they had read the changes. Ray Plzak noted that the changes had been sent to the Board via email with ample time for review.

It was the sense of the Board that the changes were satisfactory.

The motion carried unanimously via roll call vote.

Ray Plzak thanked ARIN staff for their work, particularly Erika Goedrich, Requirements Analyst. Bill Woodcock acknowledged this as well, and the Board expressed their appreciation to Erika.

5. Fellowship Program

At its meeting on August 11, 2008, the Board agreed that ARIN should initiate a Meeting Fellowship Program. A proposed program was provided via email to the Board.

Scott Bradner moved:

“The ARIN Board of Trustees adopts the Fellowship Program, as presented.”

This was seconded by Bill Woodcock. The Chair called for any comments. The Board reviewed the document. Ray Plzak explained there would be three (3) per meeting, estimating an amount of roughly $20,000. He explained that it allows mechanism of broadening participation in the ARIN region for people that could not otherwise attend an ARIN meeting. It would bring new people, new discussions and build interest – a general outreach offering.

The Chair mentioned having some AC members as mentors. It was the sense of the Board that this would be favorable to do.

The Board discussed making it clear that this effort in no way reflects a reduction of ARIN’s support of other fellowship involvements. Bill Woodcock stated that is was a redoubling of support, not a lessening. The Board agreed.

The Chair asked the President to keep this in mind when launching the Fellowship Program. The President so noted.

Bill Woodcock then asked the President of the status of a meeting he had with USTTI regarding participating with them in outreach efforts. The President stated that ARIN would like to participate, but does not see a need to become a member at this time.

Hearing no further discussion, the Chair called the question.

The motion carried unanimously via roll call vote.

6. Escalation and Appeals Process

The ARIN Bylaws state that an appeals process will be published publicly, and made readily available, via the ARIN website. The proposed process provides not only an Appeals Process, but also an Escalation Process. The Escalation Process provides an Internet number resource applicant the means by which to escalate a denial from the Resource Analyst to the CEO. If the Escalation Process results in a final denial by ARIN, then the Appeals Process provides the applicant a means to appeal the decision to an independent arbitrator.

Scott Bradner moved:

“The ARIN Board of Trustees adopts the Escalation and Appeals Process, as presented.”

This was seconded by Bill Manning. The Chair called for any comments. The Chair asked the President to briefly go over the processes with the Board. The President explained it was a double barreled process much like the ARIN Suggestion and Consultation Process that is currently in place. He stated that in his tenure, he has never sent a letter of denial; and, that it is very rare.

Scott Bradner stated upon further thought, that escalation is staff issue and appeals is a Board issue, and suggested they be separated. He then moved to change the motion to approve the Appeals Process as outlined in Exhibit C, Section 4 of what was proposed.

The new motion reads:

“The ARIN Board of Trustees adopts Section 4, Appeals Process, as presented.”

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

Ray Plzak then stated that Section 4 would need to be re-worked to include introductory text. The Chair responded that an internal Escalation Process is important for ARIN, and is not a Board matter; but ARIN is required by the Bylaws to have a publicly posted Appeals Process. This was agreed to this upon the formation of ARIN. The Chair further stated he was uncomfortable with publishing it at this point in time.

Scott Bradner stated the Board could approve it but not publish it. Ray Plzak suggested approving the use of an Arbitrator to deal with Appeals, send a revised document to the Board’s list and move to adopt it at the next Board meeting.

After further discussion, it was the sense of Board to approve the Appeals Process electronically by taking action without a meeting.

Scott Bradner withdrew his motion due to substantive issues. The Chair called for any objections to withdrawing the motion. There were no objections. The Chair tasked Counsel to work with the President to bring forth a revised proposal dealing with the issues that had been discussed.

Lee Howard joined at 2:40 pm.

7. RIR Boards Teleconference

The RIR Boards are planning to meet via teleconference. The ARIN Board needs to review the Agenda for this teleconference. Ray Plzak stated the Board needed to provide items that they wanted to discuss and that there will be an in-person meeting in Los Angeles, CA in October.

Scott Bradner left the call at 2:53 pm EDT.

8. Next ARIN Board Teleconference

At the last Board workshop and meeting session, there were a number of items that were either not taken up because of time or required follow up activity by the Board prior to upcoming ARIN Public Policy meeting in Los Angeles, CA. In addition to the actions at this teleconference, another teleconference needs to be scheduled to take action on the following items:

A. modify AC’s ability to participate in floor counts/straw polls;
B. implementation of the RPKI; and,
C. plan for reporting fraudulent transfers.

After discussing, the President stated he would direct staff to poll the Board’s list for a teleconference either Monday, Sept. 22nd, or Wednesday September 24th.

9. Any Other Business

The Chair called for any other business.

• Attorney-Client Discussion Regarding the Transfer Policy Proposal
  It was the sense of the Board that the AC should be provided the work that Professor Edelman and Counsel have prepared on a revised proposal.

The Chair requested the President transmit the draft to Scott Leibrand (AC shepherd for the Transfer Policy), explaining the proposal; and, that it is not an ARIN Board sanctioned work product. The President agreed to promptly do so.

10. Adjournment

The Chair entertained a motion to adjourn at 3:27 p.m. EDT. Ray Plzak moved to adjourn and this was seconded by Bill Manning. The motion carried unanimously.