Board of Trustees Meeting Minutes - 14 July 2015 [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:

• Thérèse Colosi

ARIN Staff:

• Nate Davis, COO

Counsel:

• Stephen Ryan, Esq

1. Welcome & Agenda Review

The Chair called the meeting to order at 1:01 p.m. EDT. The presence of quorum was noted. It was acknowledged that Tim Denton and Bill Woodcock would be delayed to the meeting. The Chair asked if there were any changes to the agenda. There were none.

2. Consent Agenda

1. Approve Minutes. (Exhibit A)
2. Receipt of 2nd Quarter ARIN Financial Report.

The Chair called for any objections to accepting the consent agenda. There were no objections. The Chair stated that the Board would discuss item 4 (2015 Fellowship Selection Committee Charter) at this time, as Mr. Denton and Woodcock were not yet in attendance and item 3 (ARIN Bylaws Proposed Change) required their vote.

4. 2015 Fellowship Selection Committee Charter

(Exhibit C; Exhibit D)

At their meeting in April, the Board Governance Committee recommended changes to ARIN’s Fellowship program. There was a contradiction found in the Fellowship Selection Committee Charter in comparison to when compared to the Board’s direction from their April 2015 meeting minutes, as the Board recommended allowing fellowship awardees to be repeated, whereas the present charter includes both “Not have previously attended an ARIN Public Policy and Members Meeting in the last five years” and “Not have previously received an ARIN Fellowship.” The Board reviewed the redlined copy of the Charter that addressed this issue.

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

              "The ARIN Board of Trustees accepts the 2015 ARIN Fellowship  
               Selection Committee Charter, as revised."

The Chair called for discussion. Aaron Hughes asked why the language specified ’three to five’ in the qualified applicant pool instead of ‘up to five’? He wondered what if there were only two applicants? The President explained that ARIN Governance Committee had suggested the language, and that it better clarified the goal of three to five qualified applicants, if available. Paul Andersen agreed with the language as written.

Bill Woodcock and Tim Denton joined at this time (1:07 p.m. EDT).

The motion carried with no objections.

The Chair resumed the agenda at item 3 at this time.

3. ARIN Bylaws Proposed Changes

(Exhibit B)

Election Notice Requirement. Proposed Bylaw changes had been previously presented to the Board during their April 2015 meeting and subsequently provided to the community for consultation. Changes reflect one change as suggested by a community member. Proposed changes to the Bylaws are in the presentation in red. The Board reviewed the presentation.

It was moved by Bill Sandiford, and seconded by Aaron Hughes, that:

“The ARIN Board of Trustees adopts the changes to the ARIN Bylaws with regard to Election Notice Requirement, as presented.”

The Chair called for discussion. The President noted affirmative vote of 4/5ths of the Trustees in office was needed to ratify, thus 6 votes required of the 7-member Board to pass.

The motion carried unanimously via roll call.

4. 2015 Fellowship Selection Committee Charter

Previously discussed.

5. Finance Committee (FinCom) Reporting

The FinCom reviewed the IRS forms 990 and F5713 for filing at their meeting on 02 July 2015. The Treasurer stated that the only major change was that ARIN traditionally had an explanatory cover letter which we provided with those asking for copies of the filing, but we have now included the additional material information is directly in schedules on the forms.

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

“The ARIN Board, having reviewed the IRS Form 990 and F5713 and based on the recommendation of the ARIN Finance Committee, accepts these forms and directs the President to file them.”

The Chair called for discussion and asked about the Schedule D depreciation table, specifically what assets are included in category “Other” The President explained it was our normal depreciation of capitalized software development efforts.

The Chair also asked about the lobbying expenses listed on page 46. The President and Counsel explained it was a conservative route to classify education of the USG on ARIN’s role and on the registry function as “lobbying” and pay the imputed tax, despite ARIN not directly advocating for any legislative outcome. The Chair stated he had no objection given that explanation.

The Chair asked about why we had to file the IRS F5713. The President explained that ARIN’s accountants had recommended submission of it due to staff travel to a covered country for a meeting. The accountants believed it important to report as conducting business operations, and Counsel agreed for avoidance of any doubt.

The motion carried unanimously via roll call vote.

6. Registration Services Agreement/Legacy Registration Services Agreement Update

(Exhibit E)

The President presented the proposed revisions of the agreements to the Board and noted that the next steps were to post them to the community for feedback.

The Chair thanked him and called for comments. It was the sense of the Board that the President should proceed as suggested. The President stated it would be done.

Bill Woodcock left the call at this time (1:32 p.m. EDT).

7. Number Resource Organization Number Council/Address Supporting Organization Address Council Interim Appointment

The President stated that Ron da Silva had resigned from the Council as a result of accepting his appointment to the ICANN Board. Two seats are elected by members each October and one seat is appointed by the Board. The appointment procedure states that if a seat becomes empty the Board has the right to appoint someone for the remainder of the current year to the vacant position. However, the Board cannot appoint someone for the remainder of the term of the vacant position - that would be part of the normal election Board appointment. Furthermore, the process specifies that there must be two candidates and a secret ballot vote in order to appoint someone to the seat through the end of this year. It was the sense of the Board to appoint someone for the remainder of 2015.

The Chair called for the names of the candidates. The President stated that John Sweeting expressed interest in serving. Bill Sandiford nominated John Sweeting, seconded by Paul Andersen. Aaron Hughes nominated Leif Sawyer, as the second candidate, which was seconded by Bill Sandiford.

The President requested each Board email their choice to the COO, so he could tally the votes.

In the interest of time, the Chair tabled the item until all votes were received; and he stated the Board would move forward to the next agenda item at this time.

8. Legal Counsel Update

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

The Chair thanked Counsel when he was done and took item 7 off the table to finish discussion.

7. Number Resource Organization Number Council/Address Supporting Organization Address Council Interim Appointment

The COO confirmed that there were 6 votes out of 7 in favor of John Sweeting to fill the seat for the remainder of 2015. Bill Woodcock’s vote was not provided, as he had left the meeting earlier.

In the interest of time, the Chair requested that the next item to be discussed would be item 10 (ARIN Office Facility Briefing)

10. ARIN Office Facility Briefing

The President noted that ARIN needed more room for its employees, and this was an anticipated consequence of growth and the engineering surge. However, the estimated build-out expenses to add additional space on short-term lease being higher than expected, the President considered it would not be prudent to expand within the office complex which ARIN currently occupied. ARIN currently has enough room for 65 staff members, and is currently operating at 70 with additional engineering staff planned. He noted that addressing this item was a strategic discussion for the Board but wanted to bring it to their attention. It would be on the agenda for the Board’s face-to-face workshop in August.

The Chair thanked the President for the information. The Chair resumed the agenda at item 9 (IANA Stewardship Transition Update).

9. IANA Stewardship Transition Update

The President provided an update on the matter to the Board, noting that the general tone of the ongoing dialogue in the US Government over the IANA transition appears to be much better, and that the DOTCOM act provides some clarity to the review and approval process.

10. ARIN Office Facility Briefing

Previously discussed.

11. Any Other Business

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

12. Adjournment

The Chair moved to adjourn the meeting at 2:00 pm. EDT. The meeting was adjourned with no objections.