Board of Trustees Meeting Minutes - 18 December 2009 [Archived]

Teleconference

Attendees:

• Paul Vixie, Chair
• John Curran, President & CEO
• Scott Bradner, Treasurer
• Timothy Denton, Trustee
• Lee Howard, Secretary
• Bill Woodcock, Trustee

Minute Taker:

• Thérèse Colosi

ARIN Staff:

• Nate Davis, COO

ARIN Counsel:

• Stephen M. Ryan

Observer:

• Paul Andersen

1. Welcome

The Chair called the meeting to order at 1:04 p.m. EST. The presence of quorum was noted. It was acknowledged that Tim Denton would be delayed to the meeting.

2. Agenda Bashing

The Chair called for comments. The Chair acknowledged Lee Howard’s suggestion sent via email, to discuss agenda items 8 and 9, given any financial implications, prior to item 6 (approval of the 2010 budget). The President pointed out that item 8 (strategic plan) is on this agenda for the purpose of early review from the Board only. No discussion or actions are required at this time. The Board received a copy of the plan via email prior to this meeting. The Chair stated they would discuss item 9, however, prior to discussing Item 6.

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 October 21st – 22nd, 2009 ARIN Board Meeting, as presented.”

The motion carried with no objections.

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

“The ARIN Board of Trustees adopts the Minutes of the November 2, 2009 ARIN Board Meeting, as presented.”

The motion carried with no objections.

4. Ratification of Draft Policies

At their meeting on September 17, 2009, the ARIN Advisory Council (AC) recommended that the ARIN Board adopt Draft Policy 2008-3: Community Networks IPv6 Assignment. Upon review by the Board, the Board communicated via the President that the Advisory Council should consider whether their process of determining support within the Advisory Council for a Draft Policy recommendation is adequate.

At their meeting on October 23, 2009, the ARIN Advisory Council reaffirmed their process was followed correctly, and that Draft Policy 2008-3: Community Networks IPv6 Assignment was forwarded to the Board by a majority vote of those present. The Advisory Council further acknowledged the Board’s message, and that the Advisory Council will consider the process by which they determine support going forward.

A) Draft Policy 2008-3: Community Networks IPv6 Assignment.

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

“The ARIN Board of Trustees, based on the recommendation of the ARIN Advisory Council, and noting that the Policy Development Process has been followed, adopts Draft Policy 2008-3: Community Networks IPv6 Assignment.”

The Chair called for discussion. It was noted that the Policy Development Process had been followed, and this policy was discussed at the ARIN Public Policy Meeting in Dearborn, MI.
It was suggested a discussion of AC policy and procedures for gauging consensus, and for judging community support, take place at the Board’s next meeting in January.

The motion carried unanimously via roll call.

At their meeting on November 19, 2009, the ARIN Advisory Council recommended the ARIN Board adopt the following:

B) Draft Policy 2009-3 (Global Policy Proposal): Allocation of IPv4 Blocks to Regional Internet Registries.

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

“The ARIN Board of Trustees, based on the recommendation of the ARIN Advisory Council, and noting that the Policy Development Process has been followed, adopts Draft Policy 2009-3 (Global Policy Proposal): Allocation of IPv4 Blocks to Regional Internet Registries.”

The Board discussed Trustee guidance provided to the AC in general policy matters as they related to this particular policy, in light of the AC’s recommendation. Further discussion ensued regarding the direction given in the Policy Development Process (PDP). The Board generally believed that the AC followed the appropriate direction with this policy, though some changes to the PDP may be warranted for clarification to both the AC and the community.

The motion carried with 3 in favor, 1 against (LH) and 1 abstention (BW) via roll call.

C) Draft Policy 2009-5: IPv6 Multiple Discrete Networks.

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

“The ARIN Board of Trustees, based on the recommendation of the ARIN Advisory Council, and noting that the Policy Development Process has been followed, adopts Draft Policy 2009-5: IPv6 Multiple Discrete Networks.”

The Chair called for discussion. It was noted that the Policy Development Process had been followed, and this policy was discussed at the ARIN Public Policy Meeting in Dearborn, MI. The President pointed out that this draft policy was well discussed in the community, and it had the support of the AC.

The motion carried unanimously via roll call.

D) Draft Policy 2009-6: (Global) Internet Assigned Numbers Authority (IANA) Policy for Allocation of ASN Blocks (ASNs) to Regional Internet Registries. (Attachment D provided for reference.)

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

“The ARIN Board of Trustees, based on the recommendation of the ARIN Advisory Council, and noting that the Policy Development Process has been followed, adopts Draft Policy 2009-6: (Global) Internet Assigned Numbers Authority (IANA) Policy for Allocation of ASN Blocks (ASNs) to Regional Internet Registries.”

The Chair called for discussion. It was noted that the Policy Development Process had been followed, and this policy was discussed at the ARIN Public Policy Meeting in Dearborn, MI.

The motion carried unanimous via roll call.

E) Draft Policy 2009-7: Open Access to IPv6. (Attachment E provided for reference.)

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

“The ARIN Board of Trustees, based on the recommendation of the ARIN Advisory Council, and noting that the Policy Development Process has been followed, adopts Draft Policy 2009-7: Open Access to IPv6.”

The Chair called for discussion. The Board reviewed the text of the proposal. The President pointed out that the proposal was changed to remove routing advice, which is consistent with ARIN’s approach to operational matters and makes sense. He stated he could see the possibility of this changing in the future. Lee Howard and Bill Woodcock agreed.

The motion carried unanimously via roll call.

5. ARIN Membership Recommendations

The President provided a presentation to the Board for review. He noted that staff met on this issue and considered the Board’s guidance. The Chair asked if the Board felt staff provided the expected information. It was the sense of the Board that staff recommendations were a step in the right direction.

Tim Denton joined at this time (1:57 p.m. EST). The Chair updated him on the meeting.

A) ARTICLE IV: Composition of ARIN.

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

“The ARIN Board of Trustees amends ARIN Bylaws, Article IV, Composition of ARIN, to read as follows:

ARIN shall consist of its membership, Board of Trustees, officers, Advisory Council, and employees as are needed to effect its purposes and objects.”

The Chair called for discussion. The President reviewed the justification: This action is taken to correct the reference to members, and revise as recommended by the firm of ARIN’s General Counsel.

The motion carried unanimously via roll call.

B) ARTICLE V: Membership.

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

“The ARIN Board of Trustees amends ARIN Bylaws, Article V, Membership, Section 1. Membership Types, to read as follows:

Section 1. Membership Types. The membership of ARIN shall have two classes of members: Trustee Members and General Members.

1. Trustee Members. Trustees are individuals who may be, but are not required to be, General Members or representatives of General Members, as defined below. Trustee Members shall consist of ARIN’s elected and appointed individuals to the Board of Trustees and the President of ARIN, hereafter known and referred to as Trustees.
2. General Members. General Members shall consist of entities wishing to participate in Internet number resource policy development and related open system protocol network activities that have a valid ARIN registration services agreement (RSA or LRSA) for Internet number resources, and that pay subscription fees or membership fees as the Trustees may establish from time to time.”

The Chair called for discussion. The Board discussed the merits of the change, and a question arose regarding the term ‘open system protocol network activities’ in this section of the Bylaws. The President felt that the currently revision was an improvement to the original, but agreed that it was ambiguous. The Board agreed that some improvements could be made, and agreed to do so in the future Bylaws changes.

The motion, as written, carried unanimously via roll call.

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

“The ARIN Board of Trustees amends ARIN Bylaws, Article V, Membership, Section 3. Membership Rights, to read as follows:

Section 3. Membership Rights.

1. Rights of Trustee Members. All Trustees shall have the right to submit nominations to any ARIN nominating committee, attend ARIN Public Policy and Members Meetings free of charge, and participate in members-only mailing lists and discussions. Any Trustee that also serves as the designated member representative for a General Member in good standing is also entitled to vote in ARIN elections.
2. Rights of General Members in Good Standing. A Member in Good Standing is defined as an entity that is current on all fee payments due and payable to ARIN. The Board of Trustees shall determine the timeframe that constitutes “current”. All General Members in good standing shall have the right to submit nominations to any ARIN nominating committee, vote in ARIN elections, attend ARIN Public Policy and Members Meetings free of charge, and participate in members-only mailing lists and discussions in accordance with the Mailing List Acceptable Use Policy. They shall also be entitled to any future rights the Board of Trustees may, from time to time, grant to General Members. Each General Member shall name one designated member representative to vote on its behalf in any ARIN general election for the Board of Trustees and Advisory Council and other matters related to ARIN.”

The Chair called for discussion. The President reviewed the justification: This change completes the move of the “Good Standing” definition from Section 1 (Membership), to section 3 (Membership Rights).

The motion carried unanimously via roll call.

C) ARTICLE VI: Board of Trustees, Advisory Council and Committees.

It was moved by Scott Bradner and seconded by Bill Woodcock, that:

“The ARIN Board of Trustees amends ARIN Bylaws, Article VI: Board of Trustees, Advisory Council and Committees, Section 1. Board of Trustees, b. Composition to read as follows:

b. Composition. The Board of Trustees shall consist of seven (7) voting members. Six (6) of these members shall be elected or appointed in accordance with Article VIII. The President of ARIN is the seventh voting member of the Board of Trustees. An additional voting member (potentially bringing the Board to 8 voting seats) may be appointed for a term not to exceed three (3) years at the discretion of the seated Board and is reserved for adding a person with a financial management background to supplement the existing Board of Trustees.”

The Chair called for discussion. The President reviewed the justification: This change gives the Board discretion to add additional financial expertise to the Board. Discussion ensued regarding ‘appointment’ and ‘election’, and whether it should be moved out of Article VIII, as that article pertains to the appointment, not the election. The President answered that Article VIII seeks Trustees sometimes by election, and sometimes by appointment, and that this attempts to clarify that issue.

It was the sense of the Board that the proposed text was an improvement but still needed work. The Chair suggested the Board adopt the text, as written, and submit a revised version for future consideration. The Board agreed.
The motion carried unanimously via roll call.

D) ARTICLE VII: Officers

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

“The ARIN Board of Trustees amends ARIN Bylaws, Article VII: Officers, Section 2. Election, Term of Office, and Qualifications, to read as follows:

Section 2. Election, Term of Office, and Qualifications. The Chair of the Board of Trustees shall be elected by the Board of Trustees from among its members. All other officers, with the exception of the President, shall be elected by the Board of Trustees from among such persons as the Board of Trustees may consider for election. Officers shall be elected during the first meeting of the Board after January 1, and shall take office immediately upon election. Officers may be, but are not required to be, ARIN members. Elected Officers that are not Trustee Members or General Members are not entitled to any membership rights. No Trustee shall simultaneously serve the position of two officers unless elected to do so by the affirmative two-thirds vote of the Trustees then in office at a regular meeting or special meeting called for that purpose; this restriction does not apply to the ability of officers to serve as such other inferior officers that may have been determined by the Board of Trustees.”

The Chair called for discussion. The President reviewed the justification: This removes the final sentence of the paragraph, which was partly redundant; and, which partly conflicted with the previous sentence.

The motion carried unanimously via roll call.

E) ARTICLE VIII: Elections and Appointments.

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

“The ARIN Board of Trustees amends ARIN Bylaws, Article VIII: Elections and Appointments, Section 4, a. Voting to read as follows:

Section 4. Voting and Results.

1. Voting. Each General Member of record on January 1st shall be eligible to vote (through its designated member representative) in ballots and elections that are held in that calendar year if the General Member is in good standing at the start of the ballot process or Election Period. Quorum shall be defined as the portion of the eligible General Members in good standing which has been offered, by electronic or postal delivery, during the ballot or 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 publicly available on the ARIN website. General Members cast one (1) vote for each Trustee and each Advisory Council vacancy.”

The Chair called for discussion. The Board discussed the merits of the proposed change with respect to the recommendations from both the Membership Committee, and the Anti-takeover Committee.

The motion carried unanimously via roll call.

The Chair stated the Board would address Item 9 at this time before discussing Item 6, per Lee Howard’s request.

9. IPv6 Fee Schedule Update – Reminder of fee discount phase-out

The President reviewed this schedule (previously adopted, based on the Financial Committee’s (FinCom) recommendation), with the Board. He explained that the schedule contained a discount which phases out over time. In accordance with this schedule, in 2009, a 75% IPv6 fee has been waived. In 2010, only 50% will be waived. He noted that organizations that have direct allocations of IPv4, and pay for it, have no fee for IPv6. For organizations that have IPv6 alone, the waiver drops over time from 75% to 50%. There are approximately 50 to 70 organizations in this category, and ARIN has budgeted accordingly at 50% for 2010.

The Chair thanked the President for the information, and resumed the Agenda at Item 6.

6. Financial Committee Meeting Report

ARIN Budget for 2010. Scott Bradner, FinCom Chair, noted that the FinCom met on December 9, 2009 to discuss ARIN’s Budget for 2010 and it was amended on December 17, 2010. The President reviewed the amended budget with the Board.

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

“The ARIN Board of Trustees approves the FY 2010 Budget recommended by the Financial Committee, as presented.”

The Chair called for discussion. There were no comments.

The motion carried unanimously via roll call.

7. Legacy Registration Services Agreement (LRSA) – Extension of Availability

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

“The ARIN Board of Trustees directs the staff to continue to offer the Legacy RSA agreement to the community until June 30th, 2010.”

The Chair called for discussion. The Board discussed the impacts of extending the availability of the Legacy Registration Services agreement, determining that there were significant benefits to continuing to offer the LRSA at this time.

The motion carried with no objections.

8. Strategic Plan Update

Discussed previously. The Chair thanked the President for drafting the plan. He noted that at the Board’s meeting in January and during its Workshop in August, the Board will have the opportunity to discuss the plan together. The President noted it is a living document, and will be presented in January and August, and will evolve for 2010, 2011, with a three year forecast of strategic issues.

9. IPv6 Fee Schedule Update – Reminder of fee discount phase-out

Discussed previously.

10. AC Policy and Decision Making Process

The President posed this item to the Board for their consideration to be involved or not. It was the sense of the Board to discuss at their meeting in January as to the AC’s structure and role. The President stated that he welcomed suggestions or recommendations in the meantime, and requested Trustees forward them to him and the Chair.

11. Any Other Business

A) Ratification of Draft Policy 2009-8: Equitable IPv4 Run Out. At their meeting on December 17, 2009, the ARIN Advisory Council recommended the ARIN Board adopt this policy.

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

“The ARIN Board of Trustees, based on the recommendation of the ARIN Advisory Council, and noting that the Policy Development Process has been followed, adopts Draft Policy 2009-8: Equitable IPv4 Run Out.”

The Chair called for discussion. The President noted that this was a very recent recommendation from the AC, hence this item’s position on the Board’s agenda. He noted there was support in community, but it was not overwhelming.

The motion carried unanimously via roll call.

B) Annual Board Disclosure. Counsel reminded the Board that they need to complete their respective forms for the Board’s next meeting in January.

12. Adjournment

The Chair entertained a motion to adjourn at 3:01 p.m. EST. It was moved by Scott Bradner and seconded by the Chair, to adjourn. The motion carried with no objections.