Board of Trustees Meeting Minutes - 23 April 2012 [Archived]

Vancouver, BC

Attendees:

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

Minute Taker:

• Nate Davis

ARIN Staff:

• Bob Stratton, CFO

ARIN Counsel:

• Stephen M. Ryan, Esq.

Regrets:

• Vint Cerf

1. Welcome & Agenda Review

The Chair called the meeting to order at 8:01 a.m. PDT. The presence of quorum was noted, acknowledging Vint Cerf’s absence due to a schedule conflict. The Chair reviewed the agenda with the Board.

2. Approval of the Minutes

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

“The ARIN Board of Trustees approves the Minutes of 12 March 2012, as written.”

The motion carried with no objections.

3. ARIN Board Governance Committee Report

Paul Andersen, Governance Committee Chair provided a report to the Board on Committee activities. Paul indicated that the Bylaws changes were recommended by staff, and were reviewed by the Governance Committee. He provided an overview of a slide presentation to the Board, explaining that a non-candidate Board member should review the eligible voters list. John provided clarification of who is eligible to vote and who is eligible to petition. He further noted the change regarding the Virginia Non-stock Act; and, the allowance for remote participation by members, who now have the ability for electronic participation and electronic voting. He stated that as a result of adoption of the recommendations, ARIN would now have a quorum requirement, proposing it be set at 5% where historically the level of participation has been 11 to 14%.

A. Eligible Voters. Following a presentation by the Chair of the Governance Committee, Scott Bradner raised the issue of who would select the non-candidate Board member, and suggested selecting the person at the first Board meeting of the year. It was subsequently moved by Paul Andersen, and seconded by Paul Vixie, that:

“The ARIN Board of Trustees amends ARIN Bylaws, by replacing the third sentence of Article VIII, Section 4a, Voting, to read as follows:

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 a non-candidate Board member who shall be selected by the Board 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 motion carried unanimously via roll call.

B. Petition Signatures. It was moved by Paul Andersen, and seconded by Paul Vixie, that:

“The ARIN Board of Trustees amends ARIN Bylaws, by replacing the second sentence of Article VIII, Section 2b, Nominations by Petition, to read as follows:

Nominations by Petition. The President of ARIN shall notify the membership of the procedures for nominating Trustee and Advisory Council Candidates by petition and procedures for completing the petition process, and shall provide for at least seven (7) calendar days to receive the expression of intent to petition, and another fourteen (14) calendar days to receive the necessary signatures. The number of signatures required for petition nominations shall be at least two percent (2%) of eligible voters from organizations as of the established opening date of the nomination period. Only one signature per eligible voter, via its designated member representative, shall count toward the petitioner’s signature requirement.”

The motion carried unanimously via roll call.

C. Elections & Remote Participation. With regard to the Bylaws change proposed below, the President noted that votes taken during, and after, an ARIN Members Meeting are an election of that meeting; and, this is covered by the Virginia Non-stock Act. Scott Bradner did not believe the text of the proposed change was clear enough with regard to the intent of the change. He stated there is not enough definition to fully describe what is being done.

The President noted that the present process has ARIN conducting elections via “mailed” electronic ballots, and aligning with the new remote participation provisions would make sense. Paul Andersen indicated that this would be remanded to the Governance Committee for revision. Paul Vixie requested Scott Bradner to provide some clarifying comments to assist the Committee. Scott agreed to do so.

The text under discussion was:

“The ARIN Board of Trustees amends ARIN Bylaws, by replacing the first and second sentence of Article VIII, Section 4a, Voting, to read as follows:

Each General Member of record on January 1st shall be eligible to participate in meetings in person or via remote participation via procedures established by Board of Trustees, and may vote (through its designated member representative) in elections and ballots if the General Member is in good standing at the start of the ballot process or Election Period. Five percent of the eligible General Members in good standing that have cast votes by electronic or postal delivery, during the ballot or Election Period shall constitute quorum for a valid election or ballot.”

D. Governance Committee Update. Paul Andersen provided an update regarding those items that the Governance Committee was considering to include: terms limits, ARIN Advisory Council elections being open to the community, Board practices, such as published agendas. The President stated that he’s asked about ARIN’s governance practices on occasion, with some items being of more concern, and some of lesser concern. The Governance Committee is seeking guidance regarding the NomCom, as well as term limits for the Board. The President said he’s been asked about the transparency of the NomCom process, and that he reminds people of the petition candidacy alternative if they’re interested.

4. General Counsel Update

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

5. Any Other Business

The Chair called for any other business.

1. Audit Committee. The Chair requested the President to contact the Chair of the committee, Vint Cerf, regarding the status of the committee’s tasks. The President agreed to do so.
2. Scott noted that the IANA-Reserved IPv4 Prefix for Shared Address Space had been published by the IETF as RFC 6598 and is also now part of BCP 153.

6. Adjournment

The Chair entertained a motion to adjourn at 8:56 a.m. PDT. Paul Vixie moved to adjourn, seconded by Scott Bradner. The meeting adjourned with no objections.