Board of Trustees Meeting Minutes - 20 November 2017 [Archived]

Teleconference

Attendees:

• Paul Andersen, Chair
• Bill Woodcock, Vice Chair
• John Curran, President & CEO
• Patrick Gilmore, Secretary
• Aaron Hughes, Trustee
• Merike Kaeo, Trustee

Note Taker:

• Thérèse Simcox

ARIN Staff:

• Nate Davis, COO

ARIN Counsel:

• Stephen M. Ryan, Esq.

Absent:

• Bill Sandiford, Treasurer

Observers:

• Dan Alexander, 2018 Board Trustee-Elect
• Nancy Carter, 2018 Board Trustee-Elect

1. Welcome & Agenda Review

The Chair called the meeting to order at 1:00 p.m. EST. The presence of quorum was noted. The Chair welcomed observers Mr. Alexander and Ms. Carter, the two newly-elected Board Trustees for 2018.

The Chair stated that the ARIN Budget would be discussed after the Consent Agenda item.

2. Consent Agenda

• Approval of the Minutes, 05 October, 2017 (Exhibit A)
• Action Taken Without a Meeting. 2017 ARIN Election Results. On 15 October 2017, the ARIN Board of Trustees confirmed the results of the ARIN 2017 election process. Each Trustee consented, in writing, to this action.

It was moved by Aaron Hughes and seconded by Merike Kaeo, that:

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

The Chair called for any objections. There were none.

The motion carried with no objections.

3. Policy Ratification of Recommended Draft Policy 2017-5: Improved IPv6 Registration Requirements

The Chair stated this item would be addressed at the Board’s December teleconference, due to the time constraints at this meeting.

4. Approval of the 2018-2019 ARIN Budget

On 14 November 2017, the ARIN Finance Committee (FinCom) met and reviewed the budget. The Chair stated that the FinCom had a lively discussion regarding the 6% increase in budget, and the long-term projected drain on the reserves. The President introduced the 2018-2019 Budget presentation to the Board. He noted very helpful feedback that came from the FinCom’s review, which resulted in significant refinement of the proposed budget and its presentation. The President explained that the FinCom had not seen the results of the refinement before this meeting, and would be seeing this updated presentation for the first time with the Board. The President noted that ARIN’s expenses were predominantly in personnel and, as expected, the 2015-2016 Engineering and Development hiring “surge” had played a large part in the growth of the payroll portion of the budget. The President went through the budget slides in detail with the Board.

The Chair called for questions or concerns on the proposed budget thus far, putting aside the options for changes to staff levels and fees charged to customers for the time being. Aaron Hughes stated that the current year’s budget appeared aligned with what the ARIN community was looking for, and suggested that long-term concerns be adjusted in next year’s budget. He stated that if it was desired that Board travel be capped at 190K per year, to please do so. The Chair agreed.

Patrick Gilmore stated that he would like more insight into the budget for the Communications line item but that it too could be discussed next year.

The Chair stated the Board’s sense was that they were comfortable with the budget thus far. The President continued presenting the rest of the slide deck discussing revenue, including options for increasing fees to improve revenue. The President noted that there had been an increase in costs associated with preventing parties from claiming to be a transfer facilitator when they were not. He proposed that the annual fee for that service be increased accordingly. Further, the President reviewed two options for increasing end-user maintenance fees: one for an increase of $25 per object per year; and, one for an increase of $50 per object per year.

The President concluded the presentation, and the Chair called for discussion. The President reminded the Board that the ARIN Registration Services Agreement (RSA) contains a clause that states that ARIN cannot change fees without first conducting a Consultation with the community. Patrick Gilmore asked if, given the size of the engineering staff, a more detailed breakdown could be provided in terms of their structure, priorities, and work plan. The President stated that he would provide this data to the Board in February. The Chair agreed.

Aaron Hughes proposed that a marketing option also be reviewed to reach out to more members, for example, with regard to IPv6 and cultivating more members in general.

The Chair called for other comments on the proposed approaches. There were no further comments.

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

“The ARIN Board of Trustees approves the 2018-2019 ARIN Budget, as presented.”

The Chair called for discussion. The President stated that normalization of engineering staff to pre-surge levels would be slated for the end of 2018. He believed it a prudent direction, subject to later revision by the Board, based on ARIN’s financial performance and the proposed review of engineering in February.

The motion carried with all in favor, via roll call vote.

The Chair stated that, in the interest of time, Counsel would provide the legal update next.

6. Legal Update

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

The Chair stated that Any Other Business would be discussed at this time.

7. Any Other Business

Bill Woodcock addressed the item of diversity within the ARIN Board and the appointed Board seat for 2018. The Chair asked if he was referring to Caribbean representation. Mr. Woodcock answered that he was, and suggested some candidates who had not made the election slate, but that he believed would add value to the Board while representing the Caribbean region well.

The Chair called for comments. Merike Kaeo agreed with Mr. Woodcock. Mr. Gilmore stated that he would encourage Caribbean involvement, but he suggested discussing it at the Board’s meeting in January so that the new members could have a vote.

The Chair stated that he was supportive of considering an appointment to the Board, but needed more information on the persons proposed. The Chair believed it needed to be done before year-end, in order for the person to able to serve an equal term in 2018. He welcomed any thoughts from the Board observers on the matter as well.

The Chair called for volunteers for a small subset of the Board to research a few people for consideration to appoint to the Board. The Chair noted that this would be discussed at the Board’s December teleconference. The Board agreed. The Chair, Bill Woodcock, Merike Kaeo, and Aaron Hughes volunteered.

The Chair resumed the agenda at item 5, ARIN 401K Discretionary Match.

5. ARIN 401K Discretionary Match

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

“The ARIN Board of Trustees approves the 2017 401K 5% Discretionary Match for ARIN Employees.”

The Chair called for discussion. The President explained to the Board that the 401K Discretionary Match is proposed by the President each year that ARIN’s fiscal performance comes in under budget. The match only applies to those employees who have not met their contribution limits, and have completed one year of service. The expense of the potential contribution is, per recent Board guidance, included in ARIN’s budgeted expenses. The President believed it to be a very important incentive for recruiting and retaining staff in the competitive DC market.

The motion carried unanimously, via roll call vote.

6. Legal Update

Previously discussed.

7. Any Other Business

The Chair called for any last business items. The President stated that a poll would be sent to the Board’s list for scheduling their December teleconference directly after this meeting, and he asked that the Board please respond to it as soon as possible.

8. Adjournment

The Chair entertained a motion to adjourn at 2:06 pm. EST. Aaron Hughes moved to adjourn, seconded by Bill Woodcock. The meeting adjourned with no objections.