Board of Trustees Meeting Minutes - 6 January 2014 [Archived]

Washington, D.C.

Attendees:

• Vint Cerf, Chair

• Paul Andersen,Vice Chair & Treasurer

• John Curran, President & CEO

• Timothy Denton, Secretary (via teleconference)

• Aaron Hughes, Trustee

• Bill Sandiford, Trustee

• Bill Woodcock, Trustee

Note Taker:

• Thérèse Colosi

ARIN Staff:

• Nate Davis, COO

Counsel:

• Stephen Ryan, Esq

1. Welcome & Agenda Review

The Chair called the meeting to order at 8:55 AM EST. The presence of quorum was noted. He welcomed everyone to the meeting, noting new Board member Bill Sandiford.

The Chair called for an Executive Session at 8:56 AM EST to resolve a conflict of interest matter. The Chair ended the Executive Session at 9:43 AM EST.

Counsel distributed Conflict of Interest Disclosure forms for the Board’s review of each Trustee’s form. The Chair requested that Counsel also submit a Conflict of Interest Disclosure form, in 2015, for his work with individual Board members during 2014. Counsel agreed to do so.

The President resumed the Agenda by establishing ARIN Board Officers for 2014.

2. Election of Officers

The President reviewed the open positions of election with the Board.

A. Chair. Paul Andersen nominated Vint Cerf. Vint accepted the nomination. There were no further nominations. The Board conducted a vote by secret ballot, for the record. General Counsel and the COO confirmed the election with six in favor and no seventh ballot. Mr. Cerf was elected Chair and he thanked the Board.

The Chair requested the President continue the election process.

B. Vice Chair. The President noted that the ARIN Bylaws allow for the choice of placing or not placing a Vice Chair. The Board agreed to vote for a Vice Chair. Bill Woodcock nominated Paul Andersen. Paul accepted the nomination. There were no further nominations. The Board conducted a vote by secret ballot, for the record. General Counsel and the COO confirmed the election with six in favor and one abstention. Paul Andersen was elected Vice Chair of the Board and he thanked the Board.

C. Secretary. Paul Andersen nominated Timothy Denton as Secretary. Mr. Denton accepted the nomination. There were no further nominations. The Board conducted a vote by secret ballot, for the record. General Counsel and the COO confirmed the election with six in favor and one abstention. Mr. Denton was elected Secretary and he thanked the Board.

D. Treasurer. The President called for nominations. Bill Woodcock nominated Paul Andersen. Mr. Andersen accepted the nomination. The President noted that the position of Vice Chair did not conflict with the position of Treasurer. There were no further nominations. The Board conducted a vote by secret ballot, for the record. General Counsel and the COO confirmed the election with seven in favor. Paul Andersen was elected Treasurer and he thanked the Board.

The President turned the meeting over to the Chair.

3. Adoption of ARIN Board Standing Rules

The President reviewed the Standing Rules with the Board. He noted that the first meeting of the year, as currently written, conflicts with Trustee’s schedules. He suggested that in the future to hold the first meeting of the year be held later in January.

The Chair asked the Board if this suggestion would be amenable. The Treasurer suggested amending the Board’s Standing Rules to indicate that the first meeting of the year would be determined to be “…sometime in January to be determined no later than six months in advance.” The Board agreed to this amendment.

Discussion ensued, and each Trustee reviewed their travel schedules. It was the sense of the Board that Friday, January 9, 2015 would be the date for the first face-to-face meeting of that year, with a Board dinner the evening before, and the location to be determined.

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

“The ARIN Board of Trustees adopts the ARIN Board Standing Rules, as amended.”

The Chair called for discussion. There were no comments.

The motion carried with no objections.

4. Adoption of the ARIN Advisory Council’s Standing Rules

The Board reviewed the ARIN Standing Rules. The President noted the addition of a document regarding decorum.

It was moved by Paul Andersen and seconded by Aaron Hughes, that:

“The ARIN Board of Trustees adopts the ARIN Advisory Council’s Standing Rules, as written.”

The Chair called for discussion. There were no comments.

Bill Woodcock left the room at this time (10:28 am EST) stipulating that he voted in favor.

The motion carried with no objections.

5. Approval of the Minutes

Bill Woodcock rejoined the meeting at this time (10:30 AM EST).

It was moved by John Curran, and seconded by Aaron Hughes, that:

“The ARIN Board of Trustees approves the Minutes of 19 December 2013, as written.”

The Chair called for discussion. There were no comments.

The motion carried with no objections.

6. Non-Disclosure and Conflict of Interest Disclosure Review

Previously addressed. The President asked the Board if they had the information they needed and understood and were comfortable with what they had reviewed. There were no comments.

The Chair directed the Trustees to advise the President and Counsel if any Trustee’s situation changes, or if they have a question regarding conflict(s) of interest. He also stated that any actual disclosures of conflicts of interest should be provided to the Board as a whole. All agreed.

7. Directors and Officers Fiduciary Duty Review

ARIN General Counsel provided a briefing on fiduciary duties to the Board (attached as Exhibit I) . The President pointed out that, although the matter is handled by staff, Board members are individually liable for ARIN’s payment of taxes. The Treasurer requested that the Audit Committee ensure verification of payment from ARIN’s auditors (who conduct an audit annually). The COO stated that quarterly financial statements are sent to the Treasurer and President for review, and he suggested that a summary of quarterly tax compliance be included. All agreed.

8. ARIN Standing Committee Appointments

The following ARIN Board Committees were established Compensation; Audit; Finance; and, Board Governance, as follows:

It was moved by Paul Andersen, and seconded by Aaron Hughes, that:

“The ARIN Board of Trustees appoints Board Members Aaron Hughes, the Chairman of the Board, and the Treasurer, as members of the ARIN Compensation Committee, with the Chairman of the Board as Chair.

And further,

The ARIN Board of Trustees appoints Board Members Bill Woodcock, Vint Cerf, and Aaron Hughes, as members of the ARIN Audit Committee, noting Vint Cerf as Chair, and further noting the President & CEO as an ex-officio member.

And further,

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

And further,

The ARIN Board of Trustees appoints Board Members Paul Andersen, Vint Cerf, and Bill Woodcock, as members of the ARIN Board Governance Committee, noting Paul Andersen as Chair, and further noting the President & CEO as an ex-officio member."

The Chair called for discussion.

The motion carried with no objections.

9. Authorization of the Treasurer to approve Future Commitments

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

“The ARIN Board of Trustees authorizes the Treasurer to approve expenses beyond the current approved budget year, as long as they are in the normal course of ARIN’s business, are reasonable and customary, and are in the spirit of the ARIN’s Board’s current expenditure guidance.”

The Chair called for discussion. The President noted this motion was in regard to a memo from January 2012, which explains that ARIN incurs contracts beyond the current year that need approval.

The motion carried unanimously via roll call vote.

10. ARIN Special Committees

A. 2014 Mailing List Acceptable Use Policy (AUP) Committee.

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

“The ARIN Board of Trustees accepts the Charter of the ARIN 2014 Mailing List Acceptable Use Policy (AUP) Committee.

“The ARIN Board of Trustees appoints Board Member Bill Sandiford, Advisory Council Member Kevin Blumberg, and General Member Ronald da Silva as members of the ARIN 2014 Mailing List Acceptable Use Policy (AUP) Committee noting Bill Sandiford as Chair.”

The Chair called for discussion. President stated that Kevin Blumberg and Ron da Silva had accepted the positions in advance of this meeting.

The motion carried with no objections.

B. 2014 ARIN Fellowship Committee. Deferred for a future meeting.

C. 2014 ARIN Nomination Committee. Deferred for a future meeting.

11. ARIN Board Appointments

A. 2014 Postel Network Operator’s Scholarship Program.

It was moved by Paul Andersen, and seconded by Aaron Hughes, that:

“The ARIN Board of Trustees appoints John Curran, ARIN President and CEO, to serve on the 2014 Postel Network Operator’s Scholarship Program.”

The Chair called for discussion. The President explained that NANOG needed an ARIN Board member for representation, and that he was happy to accommodate the request.

The motion carried with no objections.

B. Observer to the Number Resource Organization Executive Council (NRO EC). The Board has the option to appoint an ARIN Board Observer to NRO EC teleconferences and meetings.

It was moved by Paul Andersen, and seconded by Aaron Hughes, that:

“The ARIN Board of Trustees appoints Paul Andersen to serve as ARIN Board Observer to the NRO EC teleconference calls and meetings.”

The Chair called for discussion. The President stated that Mr. Andersen had been doing a great job as the appointed Observer. This duty involves a few trips per year to NRO EC meetings.

The motion carried with no objections.

12. ARIN Governance Improvements

The Chair presented an overview of proposed principles for Bylaw changes to the Board.

It was moved by Paul Andersen, and seconded by Bill Woodcock, that:

“The ARIN Board of Trustees directs the ARIN Board Governance Committee to work with staff to conduct a survey of ARIN Members regarding their views in governance practices. Furthermore, the Board endorses the proposed principles for Bylaws changes as presented, and directs the committee to work with staff and counsel to development a proposal to amend the Bylaws accordingly.”

The Chair called for discussion.

Paul Andersen suggested an amendment, which was accepted by consent, which stated:

“The ARIN Board of Trustees directs the ARIN Board Governance Committee to work with staff to gather information from the members and the community, regarding their views in governance practices, as well as looking at similar organizations. Furthermore, the Board endorses the proposed principles for Bylaws changes as presented; and, directs the Committee to work with staff and Counsel to development a proposal to amend the Bylaws accordingly.”

The amended motion carried with no objections.

Bill Woodcock noted the prevalence of accumulated cruft in ARIN’s Bylaws, and suggested that a significant cleanup could be accomplished without affecting the substance of the Bylaws. The Chair asked if Mr. Woodcock would like to do this, and stated it would be appreciated. He stated that as the responsibility belongs to the Board and Governance Committee. The Governance Committee would review the edits and make observations, at which point the Board will be called upon.

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

“The ARIN Board of Trustees directs the ARIN Board Governance Committee to conduct a review of the ARIN Bylaws with an eye to simplification, modernization, and cleanup and to bring proposed changes to the Board as a whole, and proceed from there.”

The motion carried with no objections.

The Chair called for a break for lunch at 11:31 AM EST. The Chair resumed the meeting at 12:17 PM EST.

13. Legal Issue Review and Update

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

14. IPv4 Administrative Reserve

The President provided a briefing to the Board on the subject.

15. 2013 ARIN Fellowship Report.

The President provided a report from staff that had three recommendations for the Board to consider:

1. Fellowship Application. Questions needed to be updated, and the Fellowship Selection Committee could refresh the questions.
2. Selection Criteria. The Charter needs to be reviewed on clarity of intent for any modifications. Bill Woodcock suggested rewording the charter to convey how selection of the number of Fellows is done in relation to the budget.
3. Extend the opportunity to Fellows to attend NANOG or CARIBNOG meetings, if they were held adjacent to the ARIN meeting. Discussion ensued, and it was the sense of the Board that Fellows who want to attend the other meetings should be directed to someone within that organization for mentoring.

16. ARIN Board Meeting/Teleconference 2014 Schedule

It was decided to hold teleconferences at 12:00 PM EST or later, going forward. The President stated a full year of suggested teleconference dates and times would be provided via Doodle Poll to the Board for their scheduling consideration.

The Chair reviewed with the Board their travel choices to ARIN and other 2014 Internet conferences. He called for comments. There were no comments.

17. Consideration of a Proposal to Fund the Internet Protocol Journal (IPJ)

Discussion ensued on the proposal to sponsor or fund, in part, this publication, which had been produced by Ole Jacobson for many years.

It was moved by John Curran, and seconded by Aaron Hughes, that:

“The ARIN Board of Trustees, having considered the matter of funding the Internet Protocol Journal, wishes it the best, but declines at this time, given the distance between the IPJ proposal and ARIN’s Mission.”

The motion carried with six in favor, and one abstention (Timothy Denton).

The President stated he would contact Ole with the Board’s decision.

18. Fee Structure Review Panel Update

The President provided an informational overview of the fee structure to the Board. He explained that the document would be finished within the next two months, and the resulting document would be provided to the ARIN members prior to the April ARIN meeting, for their consideration.

19. Engineering Software Development Prioritization

The President presented slides to the Board noting that during the October ARIN meeting in 2013, several members of ARIN community voiced the need for more visibility, and the need to make ARIN’s tools better known to the community. Discussion ensued regarding prioritization of small ticket items versus large ticket items on the list of engineering projects within ARIN. It was the sense of the Board that the President ought to revise the software development schedule to prioritize smaller, user high-impact items; and, present a session during the April ARIN meeting to cover this topic.

The President thanked the Board for their input.

20. Any Other Business

The Chair called for any other business items.

A. Discussion of the Impact of Section 4.7 ‘Aggregation Requests’ of the ARIN Number Resource Policy Manual (NRPM). The President noted that sections 4.7 and 4.6 (Amnesty Requests) both deal with aggregations, and also could potentially be abused. He believed it would be prudent for Board to suspend these sections and refer them to the Advisory Council, per the Policy Development Process (PDP), for review to decide whether or not to introduce a policy proposal to make it formal.

It was moved by Bill Sandiford, and seconded by Bill Woodcock, that:

“The ARIN Board of Trustees suspends Sections 4.6 and 4.7 of the Number Resource Policy Manual, and refers the matter to the ARIN Advisory Council per the Policy Development Process.”

The motion carried unanimously via roll call.

The Chair called for any other business.

B. Election of Advisory Council Chair. Paul Andersen noted John Sweeting’s re-election to Chair of the AC. The Board expressed their appreciation for his continued dedicated service to the AC.

C. Whois Data Misuse. The President stated that ARIN’s terms of use for public and bulk Whois has gaps and that he is working with Counsel to revise within the first quarter.

21. Adjournment

The Chair entertained a motion to adjourn at 2:58 PM EST. John Curran moved to adjourn, seconded by Paul Andersen. The meeting adjourned with no objections.