Board of Trustees Meeting Minutes - 09 January 2012 [Archived]

Reston, Virginia

Attendees:

• Timothy Denton, Chair
• Paul Andersen, Treasurer
• Scott Bradner, Vice Chair
• Vint Cerf, Trustee
• John Curran, President & CEO
• Paul Vixie, Secretary
• Bill Woodcock, Trustee

Minute Taker:

• Thérèse Colosi, ARIN

ARIN Staff:

• Nate Davis, COO
• Bob Stratton, CFO

ARIN Counsel:

• Stephen M. Ryan, Esq.

1. Welcome & Agenda Review

The President called the meeting to order at 9:04 a.m. EST and welcomed everyone to the meeting. He reviewed the agenda and called for any comments. He noted the agenda was for the business meeting, but if a workshop were needed, it would be arranged.

2. Election of Officers

A. Chair. The President called for nominations for the Chair. Scott Bradner nominated Tim Denton, seconded by Bill Woodcock. There were no other nominations. The President asked Mr. Denton if he was willing to serve. Mr. Denton accepted the nomination. The Board voted via secret ballot with Tim Denton as the final candidate. The COO tallied the votes (with review by Counsel). The COO announced that Tim Denton had been elected as Chair of the Board. Mr. Denton thanked the Board. The President turned meeting over to Chair.

B. Vice Chair. The Chair nominated Scott Bradner, seconded by Paul Andersen. There were no other nominations. The Chair asked Mr. Bradner if he was willing to serve. Mr. Bradner accepted the nomination. The Board voted via secret ballot with Scott as the final candidate. The COO tallied the votes (with review by Counsel). The COO announced that Scott Bradner had been elected Vice Chair of the Board. Mr. Bradner thanked everyone.

C. Secretary. The Chair nominated Paul Vixie for Secretary, seconded by Scott Bradner. There were no other nominations. The Chair asked Mr. Vixie if he was willing to serve. Mr. Vixie accepted the nomination. The Board voted via secret ballot with Paul Vixie as the final candidate. The COO tallied the votes (with review by Counsel). The COO announced that Paul Vixie had been elected Secretary of the Board. Mr. Vixie thanked the Board.

D. Treasurer. Scott Bradner nominated Paul Andersen, seconded by the Chair. There were no other nominations. The Chair asked Mr. Andersen if he was willing to serve. Mr. Andersen accepted the nomination. The Board voted via secret ballot with Paul Andersen as the final candidate. The COO tallied the votes (with review by Counsel). The COO announced that Paul Andersen had been elected Treasurer of the Board. Mr. Andersen thanked the Board.

The Chair asked the President to continue reviewing the agenda with the Board. The President restated that if a workshop was needed and it would be arranged, at the Board’s discretion.

Mr. Vixie stated he would need to leave the meeting at 2:30 p.m. EST.

3. Review of Standing Rules

The President reviewed the Board’s and Advisory Council’s current standing rules. He noted there were no changes to the standing rules. The Board agreed. He stated that he would announce the date for the first Board meeting for 2013, based upon the Board’s standing rule for that first meeting of the year.

4. Approval of the Minutes

It was moved by Paul Vixie, as Secretary, and seconded by Bill Woodcock, that:

“The ARIN Board of Trustees adopts the Minutes of the 16 December, 2011 Board Meeting, as written.”

The Chair called for discussion. There were no comments. The motion carried.

5. Non-Disclosure and Conflict of Interest Disclosure Review

General Counsel provided the Board’s disclosure forms. The Board reviewed each other’s forms.

After reviewing, the President reviewed the process by which these forms are completed each year. He presented a written procedure to the Board for review. Scott Bradner requested a comparison of the 2011 procedure to the new procedure. The President replied that, going forward, the procedure with comparison to the previous year would be provided to General Counsel for distribution to the Board with the forms.

General Counsel then provided an attorney-client briefing regarding parliamentary procedure and the Board’s fiduciary responsibilities.

Scott Bradner suggested Counsel research the indemnification clause of the ARIN Bylaws compared to ISOC’s, as their clause was quite comprehensive. The Board agreed.

6. Finance Committee (FinCom) Charter

Scott Bradner stated he had had a number of comments on the proposed Charter, and asked how to move forward. The Chair stated it should be done during the meeting.

It was moved by Paul Andersen, as Treasurer, and seconded by Scott Bradner, that:

“The ARIN Board of Trustees accepts the FinCom Charter, as proposed.”

The Chair called for discussion. Scott presented his clarifying revisions to the Board. After review and discussion, it was the sense of the Board the revisions were acceptable. It was noted the final Charter would be published on the website.

After friendly amendment, the motion read as follows:

“The ARIN Board of Trustees accepts the FinCom Charter, as amended.”

The motion carried unanimously via roll call.

7. ARIN Standing and Special Committees & Programs Matters

A. Finance Committee. Two Board members needed to be appointed. Bill Woodcock volunteered and nominated Scott Bradner. Scott accepted the nomination. Hearing no further nominations:

It was moved by John Curran and seconded by Paul Andersen, that:

“The ARIN Board of Trustees appoints Board Members Bill Woodcock, and Scott Bradner as members of the 2012 ARIN Finance Committee, noting the Treasurer as Chair, and further noting the President & CEO as an ex-officio member.”

The Chair called for discussion. There were no comments.

The motion carried with no objections.

B. Compensation Committee. One Board member needed to be appointed. Bill Woodcock nominated Vint Cerf. Paul Vixie and Scott Bradner volunteered.

The Board discussed the Charter for the committee. The President recused himself at 10:39 a.m. EST, when discussion turned to the President’s compensation package and who determines the matter. After discussion, the President returned to the meeting.

It was moved by Vint Cerf and seconded by Paul Andersen, that:

“The ARIN Board of Trustees accepts the Charter as amended, and appoints Board Member Scott Bradner, the Chairman of the Board, and the Treasurer as members of the 2012 ARIN Compensation Committee, with the Chairman of the Board as Committee Chair. President directed to provide new draft charter as discussed by the Board.”

The motion carried with no objections, and one abstention (John Curran).

The Chair called for recess at 10:52 a.m. EST. The Chair resumed the meeting at 11:01 a.m. EST with the full Board in attendance.

C. Audit Committee. Three Board members needed to be appointed.

It was moved by Paul Andersen, and seconded by Scott Bradner, that:

“The ARIN Board of Trustees accepts the Charter as amended, and appoints Board Members Vint Cerf, Tim Denton, and Paul Vixie, as members of the ARIN Audit Committee, noting Vint Cerf as Chair, and further noting the President & CEO as an ex-officio member.”

The motion carried unanimously via roll call.

D. 2012 Mailing List Acceptable Use Policy (AUP) Committee. One Board member, and one Advisory Council member needed to be appointed. Paul Vixie stated he was willing to continue as Chair.

It was moved by Paul Andersen and seconded by Scott Bradner, that:

“The ARIN Board of Trustees accepts the Charter as amended, and appoints: Paul Vixie, from the ARIN Board; Bill Sandiford, from the ARIN Advisory Council; and, Ron da Silva, General Member in Good Standing, to serve on ARIN’s 2012 Mailing List Acceptable Use Policy (AUP) Committee.”

The motion carried with no objections.

E. 2012 ARIN Board Governance Committee.

i) It was moved by John Curran and seconded by Paul Andersen, that:

“Resolved, that the ARIN Board accepts the Charter of the 2012 ARIN Board Governance Committee, as amended.”

The Chair called for discussion. The President noted this was a special committee, formed to do one thing and then be dissolved. He noted that the Charter being reviewed incorporated edits suggested on the Board’s mailing list. Discussion ensued on further clarifying edits to the Charter. After discussion, it was the sense of the Board that the edits were acceptable. The motion carried with no objections.

The President called for a Chair for the committee. Vint Cerf, Paul Vixie, and Paul Andersen volunteered. The Chair for this committee was determined by secret ballot, by the highest number of votes of plurality. Paul Andersen was elected as the Chair.

ii) It was moved by John Curran, and seconded by Paul Andersen, that:

“The ARIN Board of Trustees appoints Paul Andersen as the 2012 ARIN Board governance Committee Chair; and, appoints Vint Cerf and Paul Vixie as members of the Committee, further noting the President and CEO as an ex-officio member.”

The Chair called for discussion. There were no comments.

The motion carried with no objections.

F. 2012 ARIN Fellowship Selection Committee. One Board member, one AC member, and two General Members in Good Standing (GMIGS), from the list of volunteers below, needed to be appointed. This year the Committee will be appointed only once, and it will serve for all of 2012.

Bill Woodcock volunteered. There were no other nominations.

The GMIGS volunteers are: Aaron Hughes; Kate do Forno; and, Ole J. Jacobsen. Bill chose Kate and Ole.
The President read the list of volunteers from the Advisory Council: Robert Seastrom Owen DeLong, Bill Darte, Bill Sandiford, and Kevin Blumberg.

It was moved by Bill Woodcock, and seconded by John Curran, that:

“The ARIN Board of Trustees accepts the Charter as proposed, and appoints Board Member Bill Woodcock (Chair), AC Member Robert Seastrom, and GMIGS volunteers Kate do Forno and Ole Jacobson, to serve on ARIN’s 2012 Fellowship Selection Committee.”

The Chair called for discussion. Paul Andersen asked about the effectiveness of the program. Bill Woodcock replied that that there had been well over a dozen applicants. He noted the Caribbean had three to five, Canada had two to four, and the U.S. had often more than a dozen. He noted it was beneficial to conduct outreach to get new people, as ARIN does not pay for someone to attend an ARIN meeting twice.

Discussion ensued on funding for the number of applicants being raised from 1 to ‘1 to 2’. After discussion it was the sense of the Board that the Charter could be changed to reflect ‘1 to 2’ fellows being funded, under the contingency that it not change the ARIN budget. Other clarifying edits were discussed. After discussion:

It was moved by Bill Woodcock, and seconded by John Curran, that:

“The ARIN Board of Trustees accepts the Charter as amended, and appoints Board Member Bill Woodcock (Chair), AC Member Robert Seastrom, and GMIGS volunteers Kate do Forno and Ole Jacobson, to serve on ARIN’s 2012 Fellowship Selection Committee.”

The motion carried with no objections, and 1 abstention.

G. 2012 Postel Network Operator’s Scholarship Program. The Board needed to select a representative for this program. Bill Woodcock nominated Paul Vixie. The President noted that one needs to be readily available for this program, and volunteered himself. Paul Vixie also accepted the nomination.

It was moved by Paul Andersen and seconded by Scott Bradner, that:

“The ARIN Board of Trustees appoints Paul Vixie to serve on the 2012 Postel Network Operator’s Scholarship Program.”

The Chair called for discussion. There were no further comments.

The motion carried with no objections.

The President noted that this program currently has little administrative support, but that it may improve in the future.

8. ARIN General Counsel Session

General Counsel provided an attorney-client privileged briefing to the Board on ARIN legal matters.

The Chair called for a break at 12:16 p.m. EST. The Chair resumed the meeting at 12:29 p.m. EST.

General Counsel resumed his briefing to the Board.

After the briefing, the Chair called for a break at 1:20 p.m. EST. He resumed the meeting at 1:29 p.m. EST.

9. 2012 Board Travel

The President reviewed the Board’s travel policy and the list of potential travel opportunities for the Board for 2012. He noted that the travel policy had been revised for simplicity, per Scott Bradner’s suggestion. He noted that the membership needed to know why Board members travel, and stated that Board travel must fulfill the mission of ARIN and is useful at other RIR meetings, ICANN, IGF meetings, etc. He noted that the Board is open to amending the policy, as they desire. After discussion, it was the sense of the Board to maintain the level of Board travel in 2012 as was done in 2011.

Scott Bradner inquired as to who might be the observer to NRO. The President prefaced by explaining that this would be a duty that the Board has delegated to a chosen Trustee. If there is an NRO meeting, and the Observer needs to be there, it’s not a chosen trip, thus it is not counted in the rest of the Board travel. The President stated the Board could choose an Observer from the Board. Scott volunteered for 2012, as he was the Observer in 2011.

It was moved by Paul Andersen, and seconded by Paul Vixie, that:

“The ARIN Board of Trustees appoints Scott Bradner as the 2012 NRO Observer from the ARIN Board.”

The motion carried with no objections.

10. 2011 ARIN Strategic Plan Scorecard

The President presented the ARIN Strategic Plan scorecard for 2011 to the Board, as an informational item.

11. 2012 ARIN Strategic Plan & Objectives

The President presented the ARIN Strategic Plan and Objectives for 2012 to the Board. The President reviewed the edits made from the input provided by the Board at their 2011 Board workshop.

12. Registration Services Audit Results

The COO presented the audit results and recommendations from the audit to the Board.

Paul Vixie left at this time (2:25 p.m. EST).

Discussion ensued regarding registration services’ performance. The RS Audit found no significant issues but included some suggestions which had been accepted. It was the sense of the Board that the Auditors provide a document to be published at the next meeting, with a document published yearly.

13. New Versions of RSA and LRSA

Counsel asked if the CEO was authorized to publish the new versions, after this week, of the Legacy Registration Services Agreement (LRSA) and Registration Services Agreement (RSA) as final. It was the sense of the Board to do so.

14. Policy Development Process

The President stated he is working on a clear mechanism of getting spots on the ARIN Meeting agenda for discussion of policy proposals; but that the AC will need to have advocates for draft policies. He stated it was a slow process, but would be available by the next ARIN meeting.

15. Any Other Business

The Chair called for any other business.

• Caribbean Telecommunications Union Support. Bill Woodcock raised the issue of the CTU’s need for financial assistance in order to hold their meetings. Discussion ensued with a sense of the Board that the President research what support ARIN could provide to the CTU.
• Board Member Participation in the Public Policy Meeting Process. Paul Andersen noted that the community noticed Board members speaking on policy at the Public Policy Meetings (PPMs), and it was thought that Board members were not allowed to do so. He asked what was the appropriate participation for Board members at PPMs?

Scott Bradner noted that this had been a long-term discussion in the past, and that the general resolution was that Board members could speak up. He did not see a reason for prohibiting any Board member from speaking to a policy. He was more concerned if a Board member participated in a show of hands. The Board agreed.

16. Adjournment

The Chair entertained a motion to adjourn at 2:44 p.m. EST. Scott Bradner moved to adjourn, seconded by John Curran. The meeting adjourned with no objections.