Board of Trustees Meeting Minutes - 19 August 2009 [Archived]

Boston, MA

Attendees:

• Paul Vixie, Chair
• Scott Bradner, Treasurer
• Timothy Denton, Trustee
• Lee Howard, Secretary
• Bill Woodcock, Trustee

Minute Taker:

• Nate Davis

ARIN Staff:

• John Curran, President & CEO

ARIN Counsel:

• Stephen M. Ryan

1. Welcome

The Chair called the meeting to order at 12:23 p.m. EDT. The presence of quorum was noted.

2. Agenda Bashing

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

3. Approval of the Minutes

It was moved by Lee Howard, as Secretary, and seconded by Scott Bradner that:

“The ARIN Board of Trustees adopts the Minutes of the July 1, 2009 ARIN Board Meeting, as presented.”

The motion carried with no objections.

4. Confirmation of Actions Taken without Meeting

On July 16, 2009 the Board electronically voted to appoint the 2009 Nomination Committee (NomCom) via the following motion:

“RESOLVED, that the ARIN Board of Trustees appoints the following persons as the 2009 Nomination Committee:

Bill Woodcock, Board Representative and Committee Chair; Tim Denton, Board Representative; Cathy Aronson, AC Representative; Owen Delong, AC Representative; Bill Manning, General Member; Jonathan Breault, General Member; and, Dr. Richard Martin, General Member.”

The Board needs to confirm the results of this electronic vote.

It was moved by John Curran and seconded by Paul Vixie that:

“The ARIN Board of Trustees confirms the July 16, 2009 electronic vote appointing the 2009 Nomination Committee.”

The motion carried unanimously with no objections.

5. ARIN Board Travel Policy

The Board reviewed the policy with regard to the additional provision for Board members to bring a companion, one time per year, to travel with them. John Curran pointed out that this item will be documented as part of the requirements of IRS Form 990.

It was moved by Scott Bradner and seconded by Lee Howard that:

“The ARIN Board of Trustees adopts the changes to the ARIN Board Travel Policy, as submitted.”

The motion carried unanimously via roll call vote.

6. Proposed ARIN Board Travel for 2010

The Board reviewed their proposed travel schedule for 2010. John Curran asked if it met their expectations. Bill Woodcock mentioned it would be good to rotate to each Board member’s locale, but the big issue is getting direct flights. He suggested Colorado Springs, CO for the Board’s next July/August Meeting in 2010.

John Curran pointed out that currently there were no Board members slated for attending the AFRINIC meeting in Dakar in November. The Board requested a listing of upcoming RIR meetings.

7. Financial Committee (FinCom) Report

Changes to ARIN Investment Policy. At their last meeting on July 29, 2009, the FinCom recommended changes to this policy to include:

• Changes to fund name to reflect purpose;
• Addition of Legal Defense Fund;
• Clarify rationale for accounts;
• Make the duration of the financial instruments appropriate and matching with the rationale for the account;
• Ensure that the insurance limit coincides with the FDIC coverage for any certificates of deposit, or bank instruments; and,
• Addition of Investment Manager Section.

Scott Bradner reviewed the presented materials with the Board. Bill Woodcock raised an issue with the amount that could be invested into a single vehicle.

It was moved by Scott Bradner and seconded by John Curran that:

“The ARIN Board of Trustees directs ARIN to establish a Legal Defense Fund.”

The motion carried unanimously via roll call.

It was moved by Scott Bradner and seconded by John Curran that:

“The ARIN Board of Trustees changes the purpose of the Operating Reserve Fund, as presented and the maximum value of certificate of deposit investments to the insured limit per institution.”

The motion carried unanimously via roll call.

It was moved by Scott Bradner and seconded by John Curran that:

“The ARIN Board of Trustees adopts the Investment Manager Selection and Evaluation Criterion.”

The motion carried unanimously via roll call.

Scott Bradner asked for a sense of the Board on other changes to the investment guidelines; and, it was the sense of the Board not to make the changes.

8. Number Resource Policy Manual (NRPM) Edits

At their meeting on July 16, 2009, the AC moved to recommend the Board adopt administrative edits to the NRPM. The Board reviewed said edits to the NRPM provided in Exhibit A.

It was moved by John Curran and seconded by Lee Howard that:

“The ARIN Board of Trustees, having reviewed the administrative changes to the ARIN Number Resource Policy Manual based on the recommendation of the ARIN Advisory Council, adopts the Number Resource Policy Manual as presented.”

John Curran reviewed changes with the Board. Scott Bradner stated it may not be necessary for the Board to formally approve these changes, as they were not substantive changes to the NRPM. Bill Woodcock mentioned that there are orphaned definitions with the diagram change that should be removed from NRPM. The Board agreed.

The Chair requested the President to task staff with removing the orphaned definitions.

In light of Scott Bradner’s observation, John Curran withdrew the motion and asked for a sense of the Board if the changes were acceptable. It was the sense of the Board that the changes were acceptable and there were no objections.

It was the sense of the Board that the AC and Board need to review, and consent to, future editorial changes to the NRPM.

9. Legal Matters

Counsel provided an attorney-client privileged briefing to the Board.

10. Any Other Business

There was no other business.

11. Adjournment

The Chair entertained a motion to adjourn at 1:30 p.m. EDT. Scott Bradner moved to adjourn, and this was seconded by Lee Howard.