Board of Trustees Meeting Minutes - 18 June 2014 [Archived]

Teleconference

Attendees:

• Vint Cerf, Chair

• Paul Andersen,Treasurer/ Vice Chair

• John Curran, President & CEO

• Timothy Denton, Secretary

• Aaron Hughes, Trustee

• Bill Sandiford, Trustee

• Bill Woodcock, Trustee

Note Taker:

• Nate Davis

Counsel:

• Stephen Ryan, Esq

1. Welcome & Agenda Review

The Chair called the meeting to order at 12:02 p.m. EDT. The presence of a quorum was noted. The Chair acknowledged that Bill Sandiford would be delayed.

2. Consent Agenda

The Chair reviewed the agenda with the Board.

• Approval of ARIN Board Teleconference Minutes
• Acceptance of ARIN Public Services Outages Report
• Acceptance of ARIN Fee Structure Review – Update Report
• Acceptance of ARIN Board August Strategy Workshop Topic List
• Acceptance of ARIN January 2015 Board Meeting Plan

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

“The ARIN Board of Trustees approves the Consent Agenda.”

The Chair called for discussion. There were no comments.

The motion carried unanimously with no objections.

3. Nomination Committee Charter Adoption

It was moved by Paul Andersen, and seconded by Timothy Denton, that:

“The ARIN Board of Trustees adopts Nomination Committee charter, as written, and appoints Board Members Aaron Hughes and Paul Andersen to serve on it, with Aaron Hughes as Committee Chair.”

Paul Andersen provided a general overview of the revised Nomination Committee (NomCom) Charter. He then turned discussion over to Counsel for a more detailed description.

Counsel stated that the Charter should reflect the Board’s prior input; and noted certain items were “less” or “more” prescriptive. For example, Section 2.2 provided greater flexibility in appointing the NomCom in that the Board can select up to two AC members among the broader pool of the community instead of the past version that required two AC members. There is an explicit direction that the NomCom is being asked to certify a slate of candidates to ensure that each candidate is qualified and eligible, including a review of potential conflicts of interest. It is also made explicit that the NomCom can request more information from a candidate, in writing, to ensure a nominee is qualified.

The final paragraph is intended as to provide the Board a single place to publicly provide variable advice to the NomCom in encouraging, for example, gender, geographic, and industry diversity among the slate of candidates. It is intended that this paragraph of direction will be reviewed every year to insure it reflects the then current Board needs.

The Chair called for any debate, then proceeded with the motion. The motion carried with no objections, and one abstention.

Bill Sandiford joined the call at 12:15 p.m. EDT. He abstained from voting, as he had missed the discussion of the item.

The President stated that the Charter makes it clear to the community that the guidance will be publicly available. In its implementation, he requested confirmation that there would be one call for NomCom volunteers, and that process would cover AC members who wished to volunteer. The Board confirmed this was correct.

4. ARIN Governance Committee (GovCom) Report

Committee Chair, Paul Andersen, provided a short report. The revisions to the NomCom Charter and ARIN Bylaws completed the major thrust of this year’s activities of the GovCom. The GovCom would be looking at some election-related items, such as a suggestion from the community referred by the President regarding candidate speech decorum.

5. Legal Update

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

6. Any Other Business

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

7. Adjournment

The Chair entertained a motion to adjourn at 12:47 p.m. EDT. Timothy Denton moved to adjourn. The motion carried with no objections.