Board of Trustees Meeting Minutes - 18 January 2018 [Archived]

Los Angeles, CA

Attendees:

• Paul Andersen, Chair
• Bill Sandiford, Vice Chair
• Dan Alexander, Trustee
• Nancy Carter, Treasurer
• John Curran, President & CEO
• Patrick Gilmore, Secretary
• Aaron Hughes, Trustee

Note Taker:

• Therese Simcox

ARIN Staff:

• Nate Davis, COO

ARIN Counsel:

• Stephen M. Ryan, Esq.

1. Welcome & Agenda Review

The Chair called the meeting to order at 9:03 a.m. and welcomed everyone and acknowledged the two newest Board members, Dan Alexander and Nancy Carter, to the Board’s first face-to-face meeting of 2018. He stated that the Election of Officers would take place next on the Agenda, after which, the President would hand the meeting over to the newly-elected Chair of the Board.

2. Election of Officers

The President explained the election process for the new members.

a. Chair

The President called for nominations for Chairman of the Board. Bill Sandiford nominated Paul Andersen. The President asked Paul Andersen if he was willing to serve as Chair. Paul Andersen accepted the nomination. The President called for any further nominations. There were no further nominations. The President called for any objections to Paul Andersen as Chair. There being no objections, the President declared Paul Andersen elected as Chair.

The President turned chairmanship of the meeting over to newly elected Chair, Paul Andersen. The Chair requested that the Board think carefully before volunteering for Board committees, in relation to the amount of time they could provide as a committee member.

b. Vice Chair

The Chair called for nominations. Patrick Gilmore nominated Aaron Hughes. The Chair asked Aaron Hughes if he was willing to serve as Vice Chair. Aaron Hughes accepted the nomination. Nancy Carter nominated Bill Sandiford. The Chair asked Bill Sandiford if he was willing to serve as Vice Chair. Bill Sandiford accepted the nomination. The Chair called for any further nominations. There were no further nominations. The election was conducted by secret ballot. The COO and Counsel confirmed the results, and the COO announced Bill Sandiford as the elected Vice Chair.

It was moved by John Curran, and seconded by Patrick Gilmore, that:

“The ARIN Board of Trustees appoints Bill Sandiford as Vice Chair of the ARIN Board of Trustees.”

The Chair called for discussion. There were no comments.

The motion carried unanimously with no objections.

c. Secretary

The Chair called for nominations. Paul Andersen nominated Patrick Gilmore. The Chair asked Patrick Gilmore if he was willing to serve as Secretary. Patrick Gilmore accepted the nomination. The Chair called for any further nominations. There were no further nominations. Patrick Gilmore was elected Secretary.

d. Treasurer

The Chair called for nominations. Aaron Hughes nominated Nancy Carter. The Chair asked Nancy Carter if she was willing to serve as Treasurer. Nancy Carter accepted the nomination. The Chair called for any further nominations. There were no further nominations. Nancy Carter was elected Treasurer.

3. Adoption of ARIN Board Standing Rules

(Exhibit A, Exhibit B)

The President reviewed the proposed changes to the Standing Rules explaining they reflected existing practice with regard to any member being able request a roll call vote on a matter; and with respect to the positing of exhibits.

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

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

The Chair called for discussion. There were no comments.

The motion carried unanimously with all in favor.

4. Approval of the Minutes

(Exhibit C)

The Chair called for approval of the Board’s Minutes of 14 December 2017, and called for any objections. The Minutes were approved by all in favor, with no objections.

5. Non-Disclosure and Conflict of Interest Disclosure Review

Counsel provided a briefing to the Board under attorney-client privilege.

6. Directors and Officers Fiduciary Duty Review

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

7. Authorization of the Treasurer to Approve Future Commitments

It was moved by Aaron Hughes, and seconded by John Curran, 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 consistent with the Board’s current expenditure guidance.”

The Chair called for discussion. The Chair explained there are sometimes contracts that arise where signature authority is required, but are for a time period beyond the present approved budget; for example, hotel commitment contracts done well in advance. The Chair called for discussion. There were no further comments.

The motion carried unanimously, via roll call vote.

8. ARIN Services Working Group

The President stated that while the ARIN Services WG was successful on several projects, he would like to use the ARIN Consultation and Suggestion Process as a better process for feedback and transparency for the community.

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

“The ARIN Board of Trustees discharges the ARIN Services WG and thanks the five (5) general members who served on it (David Huberman, Martin Hannigan, L. Sean Kennedy, Dmitry Kohmanyuk, and Matt Peterson) for their excellent efforts over its two years of operation.”

The Chair called for discussion. There were no comments.

The motion carried with all in favor and no objections.

9. Discussion of ARIN Board Governance Committee

The Chair explained that by its charter the current governance committee can only take on work specifically tasked by the Board. Upon review of the past few activities the Committee had taken on, the results have generally ended up having to be again considered in full by the whole Board. The Chair proposed that the Committee be dissolved, given that the Board has the ability to create an ad-hoc working group as required.

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

“The ARIN Board of Trustees dissolves the ARIN Board Governance Committee, noting the ability for ad-hoc working groups to be created as needed.”

The Chair called for discussion. The President stated the Committee was very tightly chartered intentionally. The Committee worked on Board size, Board diversity and the nomination process. However, in all cases, these matters had to be repeated in full to the entire Board. This did not save anything by having a Committee, and he now agreed that if the Board wanted to work on such matters it should be done instead by the Board as a whole.

The motion carried with no objections.

10. ARIN Board Standing Committee Appointments

The Chair reviewed the list of ARIN Standing Committees. Treasurer Nancy Carter asked how the Audit and Finance Committees interact, and how the Treasurer stays in touch with the Auditor. The President explained that the Finance Committee (FinCom) sets the investment policy and controls, reviewing changes to ARIN’s controls and 990 form. It is an operational finance role. The Audit Committee’s function is distinct: they are responsible for the hiring and release of the ARIN Auditor, and they engage with the Auditor. The Audit Committee is independent. This makes for an unbiased report from the Audit Committee regarding the adequacy of ARIN’s financial controls.

The Treasurer stated that it would be useful for her to have communication with the Auditor. The President did not object, stating that there is already a level of auditor interaction with management. The Auditor can speak with anyone in the organization, including the Treasurer. The Treasurer stated she would like it to happen while she is the Treasurer.

The COO summarized that the Treasurer wanted it noted to recognize that the Auditor’s engagement is possible between the Treasurer and the Auditor. The Treasurer agreed.

The President asked the Treasurer if anything needed to be documented. Patrick Gilmore responded, noting that as past Audit Committee Chair, he believed that anyone on the Board is free to contact the Auditor at any time. He noted that to single out the Treasurer seemed odd.

The Chair urged the FinCom to review the matter in case it needs formalization, as long as there is nothing impeding the Audit Committee from doing their job. The President stated that there is nothing that hinders any Board member from speaking with the Auditors. If we need reporting back to the Board, then we do need language for that.

A. Compensation Committee.

One Board member needs to be appointed (in addition to the Chairman and Treasurer).

It was moved by Aaron Hughes and seconded by Patrick Gilmore, that:

“The ARIN Board of Trustees accepts and appoints Board Member Dan Alexander, the Chairman of the Board, and the Treasurer as members of the ARIN Compensation Committee, noting Paul Andersen as Chair.”

The motion carried with John Curran abstaining. Mr. Curran noted his abstention was due to the fact ­that his employment contract is governed by that Committee.

B. Finance Committee. (Exhibit E)

Two Board members need to be appointed (in addition to the Treasurer).

It was moved by Nancy Carter, and seconded by John Curran, that:

“The ARIN Board of Trustees accepts the Finance Committee Charter, and appoints Board Members Aaron Hughes, Bill Sandiford, and the Treasurer as the members of the ARIN Finance Committee, noting the Treasurer as Chair.”

The motion carried with no objections.

C. Audit Committee. (Exhibit F)

Three Board members need to be appointed (and all must be distinct from Board members serving on the ARIN Finance Committee).

It was moved by Aaron Hughes, and seconded by Dan Alexander, that:

“The ARIN Board of Trustees accepts the Audit Committee Charter, and appoints Board Members Patrick Gilmore, Dan Alexander, and Paul Andersen as the members of the ARIN Audit Committee, noting Patrick Gilmore as Chair.”

The motion carried with no objections.

D. ARIN Mailing List Acceptable Use Policy (AUP) Committee.

One Board member and one Advisory Council member need to be appointed.

It was moved by Patrick Gilmore, and seconded by John Curran, that:

“The ARIN Board of Trustees appoints Board Member Aaron Hughes, and Advisory Council Member Amy Potter, and General Member Stephen Middleton as the members of the ARIN’s Mailing List Acceptable Use Policy (AUP) Committee noting, Aaron Hughes as Chair.”

The motion carried with no objections.

11. ARIN Board Appointments

2018 NRO EC Observer

The Board has the option to appoint an ARIN Board Observer to the Number Resource Organization’s Executive Council (NRO EC) teleconferences and in-person meetings.

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

“The ARIN Board of Trustees appoints Paul Andersen to serve as the 2018 ARIN Board Observer to the NRO-EC.”

The motion carried with no objections.

12. 2018 ARIN Nomination Committee Charter

(Exhibit G, Exhibit H)

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

“The ARIN Board of Trustees accepts the 2018 Nomination Committee Charter, as written.”

The Chair stated the Charter was updated to reflect the new year. The President stated that, as a special committee, the Nomination Committee (NomCom) dissolves at the end of its work each year. He also noted the Board Guidance to the NomCom at the end of the Charter was unchanged, and simply recognizes the overall value of diversity of background in the election slate development. He asked if the Board believed the Charter needed to be changed or amended to be more specific.

Bill Sandiford stated that it would be helpful, based on the candidates that did not stand this year, that those making nominations check with potential nominees before submitting their names to see if they would accept nomination. All agreed.

Aaron Hughes discussed the need to draft a document regarding the skill-set necessary for a successful Board member. He suggested it was useful for voting members to understand the qualities that make up a good Board member. The Chair supported having such a discussion item.

The Chair recommended the Board consider a NomCom model that was more transparent to the community – while still allowing vigorous analysis of NomCom candidates.

Patrick Gilmore stated that his greatest concern was the use of the NomCom to assist in an attempt to capture control. Since there are no term limits and a leaning toward re-electing incumbents, he was concerned there have been many people qualified that could not make it onto the Board through the NomCom.

The Chair asked the Board if they believed the NomCom Charter was satisfactory, or needed to be changed. The President noted that the NomCom Charter does need to be settled in the early part of the year.

The President stated that it is his view that ARIN’s NomCom charter process should be revised towards a more open process.

Counsel advised that a marginal increase in the number of candidates could be done with an appropriate process. Counsel also addressed other NomCom models, such as the American Bar Association which has categories for prospective judges who are: qualified, highly qualified, non-qualified. ARIN’s NomCom might benefit from such a structure.

The Chair noted the need for a strong and diverse Board with different skills and background. The Chair suggested that the Board might choose to speak in greater detail with the membership on what kind of candidates the Board needs.

The President suggested that this discussion and motion could be tabled until end of the day, until the Caribbean representation issue was also discussed.

Patrick Gilmore was uncertain that the edits to the Charter could be accomplished by February; and, he asked if completing it by the Board’s face-to-face meeting at ARIN 41 was appropriate. The President advised that the sooner it is done, the better as the process takes a long time, and that the end of March is the latest time he would like to see it completed.

Dan Alexander agreed the discussion be tabled until the Caribbean discussion could be had and Bill Sandiford supported this. Aaron Hughes stated that he would like to see an educational effort be done when the Charter was released. He also stated that changing the NomCom to allow more candidates without educating the voting members would not be an improvement.

It was the sense of the Board to table the motion, and resume discussion of the matter later in the meeting.

13. 2018 ARIN Fellowship Selection Committee

(Exhibit I, Exhibit J)

It was moved by John Curran, and seconded by _________, that:

“The ARIN Board of Trustees accepts the 2018 Fellowship Selection Committee Charter, and appoints Board Member __________, Advisory Council Member __________, and General members Sean Stuart and Brian Jones as members of the 2018 Fellowship Selection Committee noting ___________ as Chair.”

The President reviewed the Committee Charter with the Board. He explained that repeating Fellows are presently allowed, but that it might be prudent to limit this to only returning as a Fellow once. He asked if the Board supported the change, which allows a Fellow to return one time.

Dan Alexander queried if a Fellow wanted to be elected to the ARIN Advisory Council (AC), or to the Board, the community would need to get to know the person first, so would limiting a Fellow’s ability to apply to attend ARIN meetings be a hindrance? The President stated that the Charter is written so that a Fellow can attend twice, sponsored by ARIN. Aaron Hughes asked if anyone has attended more than twice. The President stated they had not, and that it is a proposed change by staff. Aaron Hughes stated that he did not see a reason to limit the number of times a Fellow could attend. Bill Sandiford, Dan Alexander and Patrick Gilmore agreed.

The Chair stated that there was consensus to strike the language restricting the number of times a Fellow could apply to attend an ARIN meeting.

Nancy Carter asked if the Fellowship Committee chooses three to five from each sector? She explained that without that minimum, the same three people can apply over and over, therefore, we would want to remove the minimum. The Chair agreed. Aaron Hughes and the President pointed out that is fine if the qualified pool permits, so long as there is at least one from each sector. The President noted that this has been a very successful program, and has resulted in bringing new people to ARIN, including those who moved ultimately into leadership roles on the AC and the Board.

The Chair stated that the Board member placed on the Committee can fix a problem if one should arise, and that the Committee utilize the AC members from the Caribbean sector to foster Fellow-applicants.

The motion was amended to reflect amending the proposed 2018 Charter to not have a limitation on repeat Fellows, and to appoint the members to the Committee.

The new motion reads:

It was moved by John Curran, and seconded by Nancy Carter, that:

“The ARIN Board of Trustees accepts the 2018 Fellowship Selection Committee Charter, as amended to remove limitation on repeat fellowships, and appoints Board Member Bill Sandiford, Advisory Council Member Chris Woodfield, and General members Sean Stuart and Brian Jones as members of the 2018 Fellowship Selection Committee, noting Bill Sandiford as Chair.”

The motion carried with no objections.

The Chair called for lunch recess at 12:00 p.m. PST. The Chair called meeting to order at 1:00 p.m. PST, noting quorum.

14. ARIN Caribbean Representation

The Chair presented a slide deck to the Board. He pointed out that the Board and community felt this is an important issue. The Chair noted that while the Board has had Board members who were closely tied to the Caribbean, it has never had a Board member directly from the Caribbean. He asked if the lack of regional diversity requires Board intervention and, if so, how?

Aaron Hughes stated that not having a Board member from the Caribbean is a flawed result. He noted that more education and outreach was needed. He did not feel the need to reserve a seat for regionally-filled seats.

Bill Sandiford noted that having two new Caribbean members currently on the Advisory Council was progress, and that Board membership often came after AC service. He further noted prior nominees from the Caribbean were not elected to the Board.

Patrick Gilmore stated that having additional points of view on the Board is useful, but he was unsure if it required setting aside a Board seat for the Caribbean. He agreed to Aaron Hughes’ suggestion regarding increased outreach and education needed to be done.

Dan Alexander stated that getting new people from any region was a challenge, and suggested some reliance on using the Fellowship program to help.

The President stated that he sees a very small board that has two out of six elected member changing every year. He supported increased Caribbean representation on the Board and a larger Board that would create more opportunities to serve. The smaller board is suboptimal and at some point, it should be fixed.

Nancy Carter stated that diversity is important but not diversity for its sake. She would like to understand the math preventing the Caribbean folks from being elected – how many ARIN voters are from that area? She agreed that education was a great suggestion and would enable qualified candidates.

The Chair called for discussion on the challenges preventing more uptake from the Caribbean. He suggested: Could it be that there are a relatively small number of members form the region compared with the other two regions? Was the Fellowship Program, while successful, targeting the right parts of the Caribbean organizations to solicit potential candidates?

Bill Sandiford asked if the Caribbean representatives desire to have a board member? The President stated that at an ARIN meeting in Jamaica, the members lined up at the microphones and said they are looking at a homogeneous Board and wanted to see more women and more representation from the Caribbean on it. They have stated this at other meetings as well.

Aaron Hughes suggested a specific step forward to: get statistics, create a slide deck, find out who is interested in joining, create a mentorship email address at ARIN, and provide it to CaribNog, Canto, the CTU and COTRs, and gauge the interest, and volunteers from the AC can mentor them. He stated it could be a “Leadership Mentorship” on governance, operations and policy, and do this for both the Board and AC.

The Chair noted that there appeared consensus to take action with regard to finding Caribbean representation, and he presented four possible options for discussion:

The first option was to appoint someone, and it was unclear if doing so year after year made sense. The President stated he would support appointing someone who went through the NomCom or similar vetting process. It would be a risk to appoint someone without a formalized process. The Chair tasked the President to have staff come back with a written process for appointment.

The second option is to have a dedicated geographical seat. The Chair noted that this was the most complicated option – who would vote for the seat, who can run, should there be a sunset clause on the seat that would be set aside for the Caribbean?

The third option is to more generally increase Board size. The Chair noted that the Board revisited the previous proposal about this matter to change from a six to nine elected Board members. He noted the majority of the Board supported this increase but it was not sufficient to carry the change which requires 2/3 of the Board.

The fourth option is to provide more direction and guidance to the NomCom for a desired outcome. The President stated that being more specific with guidance could solve any single problem in diversity of background, but that the Board would need to be specific regarding what it was seeking.

Bill Sandiford did not believe guidance was required. He indicated a Caribbean candidate was selected by the 2017 NomCom but that person withdrew their candidacy. He supported Aaron Hughes’ leadership mentorship idea. If they can get elected through the community great, but if not, then an appointment could be made.

The Chair agreed with regard to the Leader Mentorship initiative. He believed it should be done immediately, but that it was not enough to accomplish the mission objectives in the Caribbean.

Patrick Gilmore agreed that mentoring was a very good idea and suggested starting the program and, if necessary, appoint someone later. He expressed that he would not like ending with, ‘It didn’t work, let’s appoint someone."

Aaron Hughes noted that the idea of appointing a Caribbean member would run counter to lowering Board travel costs. He suggested that the Board send a Board member to Caribbean events for outreach as a way to get more Caribbean folks on the Board.

The President stated that in the last quarter ARIN had Bevil Wooding as staff doing exactly that kind of outreach work to find more folks in the Caribbean interest in participating in ARIN, but he is only one person and that initiative has been only been in place the last three months.

The Chair supported the various ideas, but noted that efforts have not been producing sufficient candidates with the needed skill-sets. He stated that staff needs to craft a process for candidates. The Board needs to reconsider its size - not just for this matter, but for other matters such as capture and risk to the mission in relation to the current size of the Board.

Patrick Gilmore referred to Nancy Carter’s previous question raised regarding what the issue was, and why Caribbean candidates were not showing up. He asked if there was a sense of why. It was noted that there was no hard data, but that anecdotal data has suggested that the scale and number of members was smaller; that many organizations did not have dedicated resources to Numbering Resources; and, the high cost of travel in the region are all barriers contributing to the problem.

Aaron Hughes stated that, with regard to the size of Board, he was in favor of expanding it for many reasons. With regard to appointments – the reason the Board created appointments was with the intent of allowing an appointee to run as an incumbent.

The COO noted that the Chair correctly stated the barriers are travel, cost and so forth. Even when Caribbean members are interested, there are circumstances where ARIN cannot get them the funds to come here due to banking regulations on their island. If it’s a local bank, there may be no ability to transfer funds from ARIN.

Counsel stated that there are three issues: 1) the instructions to the NomCom; 2) an approach to increase the size of the Board; and, 3) specific steps to obtain Caribbean representation. He believed they are interlocking problems and noted good representation from both the U.S. and Canada. He noted that the Caribbean by comparison had a smaller population, and a consistent program to seek out people in their early years who can grow into leadership from the Caribbean would be worthy to spend money. He recommended growth in the number of board members.

The Chair noted that if you did proportionate seats with a nine-seat Board, it would come to one seat for the Caribbean. Patrick Gilmore stated that was all the more reason to slowly try mentorship and outreach than to appoint a representative.

The President stated that we may appoint someone who went through the Nomcom process, and appoint someone post-election – it is a rational act. An appointment outside of a structured process was not something he could support.

Patrick Gilmore stated that there is a process and the community knows the process. They can exercise judgment on who should be on the Board. He also stated he was generally not in support of appointments and wanted to follow the mentorship process.

The Chair asked the sense of the Board on amendment of the ARIN Bylaws to create a dedicated Caribbean seat. The proposal had no strong support.

The Chair asked for a sense of the Board on increasing the Board’s size to address other concerns as well as the Caribbean.

Bill Sandiford noted that the Board went through this last year and the proposal did not pass. He stated he could be supportive to increase the size, but was not supportive the last time; and, it would have to be proposed again. He was also uncertain that increasing the size would solve the issue of Caribbean representation, as the membership may still not elect a member from the Caribbean.

The Chair pointed out that if the Caribbean member goes through the process and they have strong credentials, then the Board is increased and has 3 years of Caribbean representation by membership vote.

Dan Alexander stated he was not sold on the idea of increase and Bill Sandiford supported Dan’s statement.

Nancy Carter asked what are the reasons to increase the Board’s size? The Chair explained it would provide a wider envelope that community wants to see filled than the gaps and skills we currently possess. That is hard to do with six elected Board members. A small Board can also steer the organization in a different direction from ARIN’s mission.

The President stated that the current Board size did not provide adequate diversity of views. Given the size of the Board, there is a risk that we have so few participants that a handful of votes become decisional on any topic, and that can change significantly with the turnover of the Board. There is concern that until this year we have had few newcomers to the Board. With no new members you miss opportunities, and you miss not seeing new things from the community. The President also stated the Board can also change with new members, but recent things are forgotten because we are so small, and one person who has the history of previous information could be rotated off the Board.

Counsel advised that with a small Board there can be too many cliques – three in one group, one group from one country, etc. He strongly recommended that the Board have a greater number of members to dilute the impact of friendships in deliberation. He noted that the Board needed diversity and only recently had an appointment and now an elected woman. It is important the Board has diversity and increasing its size will solve some of the diversity problems. He believed the Board in the past lacked some critical skills, noting that the Board originally created an appointment process to gain a person who has a CFO/financial background, and now they finally have Nancy, an elected board member with those skills.

The Chair stated that he heard a multi-pronged solution. He noted Aaron Hughes’ suggestion for a leader mentorship program was great and needed fleshing out. The NomCom needs to have staff work on a process for improving qualification and openness. The process of appointments to the Board needed work. The Chair believed it needed a process for appointment. He suggested setting up a process tied to the ARIN election cycle, and once the election is confirmed, the Board can decide to appoint for diversity improvement, or something independent that they could invoke anytime.

The President noted that an appointment process independent of the election period raised concern about who would vet the potential nominee, as there may not be a seated NomCom at other times. The Chair stated that staff should propose a process. The President asked would the Board solicit and vet candidates, or should staff do that for any possible appointment? The Chair replied that a solicitation could come from staff and an external resource if they choose; vetting could be done by some group appointed for the purpose with the Board’s oversight, including potential AC and community members. The Chair stated he had no particular method in mind. The Chair stated that the Board would provide a statement of what they need at the time they seek to make an appointment. This was generally agreed upon.

The Chair proposed pausing discussion of both the Leadership Mentorship Program and the issue of increasing the Board’s size.

The Chair returned discussion to item 12: 2018 ARIN Nomination Committee Charter, and it’s process and structure.

He posed the following to the Board: Do we want to keep with current process? We know the critical issues of the current process; and, should we explore other frameworks and have staff look into it, or is it satisfactory as-is?

Bill Sandiford stated that he would be happy to look into it, but was not sure the current process needed change. Patrick Gilmore agreed and suggested the Board look at parallels as well as raising the number of candidates put forward for two board vacancies from five to six, under NomCom purview. He stated that if we can’t put it in place in time, then we use what we have.

The President stated the proposals suggested were to address the current closed process and look for more open ones. All agreed. Patrick Gilmore stated he liked just ‘open’ – put all of the names in the hat and let the membership decide.

Aaron Hughes suggested to spend a year or two on proper education and working with the membership on what makes good AC and Board members. He stated with regard to being more open in the NomCom, he had no issue with being open as long as the Board member position has a qualifying test, such as a candidate has served on Boards, and has the requisite educational experience. If we dissolve the NomCom and make it a popularity contest, that will not be good for the organization. There must be checks and balances. The Chair agreed with Aaron to move towards a system complimentary to that – communicate to the membership what would better serve the Board, so that the community can see what is needed.

The President noted any process built on objective criteria is helpful. The Board could just have the NomCom to develop a slate of objectively qualified candidates, or go one step beyond that and include some form of recommended candidates in their recommendation. He stated he would bring variations to the Board’s next meeting in February.

The Chair then proposed the previous motion to accept the NomCom Charter be withdrawn. It was the sense of the Board to withdraw the motion, to have the President come back in the February meeting with additional options for consideration.

The Chair suggested a motion be made for the CEO to create proposals for the February meeting to increase the Board size, look at the mentorship program, and proposal for the NomCom and appointment processes.

It was moved by Aaron Hughes, and seconded by Patrick Gilmore, that:

“The ARIN Board of Trustees move that the President and CEO create proposals to increase the size of the ARIN Board; evaluate creating a Leadership Mentorship Program; and create proposals for the Nomination Committee and Board Appointment processes, to be presented to the Board in February.”

The Chair called for further discussion. There were no comments.

The motion carried with all in favor and no objections.

The Chair called for volunteers, besides Aaron Hughes and the Chair, on what the Board needs in qualified candidates running for the Board.

It was moved by Aaron Hughes, and seconded by Patrick Gilmore, that:

“The ARIN Board of Trustees acknowledges that volunteers Aaron Hughes, the Board Chair, and Nancy Carter will present updated documents to the Board on candidate qualifications for the Board.”

The Chair called for discussion. The President stated that it should be written so that all candidates meet basic criteria, and that some aspects of desirable candidates are stated as alternatives, for example some Board members with financial background and some Board members with industry experience are both desirable, but these are rather different skill sets.

The motion carried with all in favor and no objections.

15. Revised ARIN Consultation and Suggestion Process

(Exhibit M, Exhibit N)

The President stated the ACSP is a process to track the community’s suggestions. It has worked very well so far, but the process needed to better represent existing practice, therefore some edits were made. The President suggested that if a suggestion is a non-operational issue within the domain of the Board, or AC, then it needs to be referred to the Chair of the Board or the Chair of the AC for their consideration. He stated that since the ACSP is a Board adopted document, the Board needs to approve any proposed changes.

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

“The ARIN Board of Trustees accepts the ARIN Consultation and Suggestion Process, as written.”

The Chair called for discussion. Aaron Hughes noted that the Board does not see ACSPs unless they are sent to the Board by the President, and so he agreed it did not need to be a Board document. The President noted that in hindsight he would not have made the ACSP process a Board adopted document, but since it is, the simplest path forward it to have the Board also approve this change to the process.

The motion carried with all in favor and with no objections.

16. ARIN 401K Plan

(Exhibit O, Exhibit P, Exhibit Q)

The COO presented the Plan to the Board. He noted the ARIN Investment Committee (made up of executive management), and noted lack of clarity regarding delegation of authority from the Board. The Committee had 401K fiduciary training where it was advised that delegation of the Plan from the Board to the Committee is a very common practice. In ARIN’s care, there has been no record that this was formally done. He noted that the Committee would like to also submit periodic reports to the Board.

The COO stated that the Charter has been revised to better reflect the Committee’s make up, and to reflect clearer language that has been legally reviewed. As outlined in the Charter, delegation of routine oversight of the plan is done by the staff, and this is best practice in the industry today; however, the Board should formally delegate this approach.

Aaron Hughes asked if the Board had any liabilities depending on the outcome of the motion. The President and Counsel stated that adopting the Charter reduces liability, as that creates a formal record of the delegation.

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

“The ARIN Board of Trustees adopts the ARIN 401K Fiduciary Investment Committee Charter, as written.”

The Chair asked if anything in the past was at risk. The President stated nothing done in the past was at any risk.

The motion carried unanimously, via roll call vote.

The Chair stated that, in the interest of time, items 19 and 20 would be discussed next.

19. Board Travel Policy Review

(Exhibit S, Exhibit T)

The Board reviewed the updates to the policy. Aaron Hughes stated that the last sentence of the updated policy needed to be edited for clarity.

Bill Sandiford believed the proposed 90-day period was unnecessary as there is presently no 90-day backlog. Patrick Gilmore asked that if someone has an over 90-day expense report due, then their expenses would not be paid by ARIN? The President stated that we presently do not have to, but have been doing so; if the Board wished no payment to very late reports then one can put that language into the policy. Bill Sandiford argued that the 45-day period already states the President would need to review why the report was overdue.

The Chair stated that a line has to be drawn. Bill Sandiford stated that the language does not close it off as stated. He suggested that if travel expense reports are submitted after 180 days, ARIN will consider accruals closed, and a letter to the Board would be needed.

The President countered that the language allows us to state the expense report will not be paid. We can discuss the dates but the language, as written, is both clearer and preferred.

The Chair believed the language satisfactory as written. Nancy Carter stated that there are multiple conditions: 1st, the report is considered if there is a letter; 2nd, the Board has to approve it. It should be one condition and not both.

Bill Sandiford suggested that if this is implemented, it should be told to everyone that it is in the policy, and an effective date of when it will begin.

Aaron Hughes suggested to take the words ‘business’ days out of the period of time to submit a report. He stated that that extends the term. Patrick Gilmore agreed and stated that he was in favor of it if ARIN is closing the accrual. The Chair stated that if ARIN does not receive the report in 90 days, they will close the books.

The Chair called for recess at 2:55 p.m. PST. The President revised the Board and AC policies during the recess due to the similar edit to each travel policy.

The Chair resumed the meeting at 3:17 p.m. PST. He stated that items 17 and 18 would be discussed at this time, and would then resume discussion of the travel policies.

17. ARIN Personal Data Privacy – Update

Counsel and the President provided an attorney-client privileged presentation to the Board on what ARIN needed to evaluate on changes in privacy law.

18. Legal Update

Counsel provided an attorney-client briefing to the Board on ARIN legal matters.

The Chair resumed the agenda at items 19 and 20, Board and AC Travel Policies.

19. Board Travel Policy Review - Continued

(Continued discussion from above)

The Board reviewed the revised Board travel policy provided by the President during the recess.

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

“The ARIN Board of Trustees adopts the ARIN Board and ARIN AC Travel Policies, as revised, and staff to implement them effective 1 March 2018.”

The Chair called for discussion. There were no comments.

The motion carried with all in favor and no objections.

20. AC Travel Policy Review

(Exhibit U, Exhibit V)

Reviewed and moved above.

17. ARIN Personal Data Privacy – Update

Previously discussed.

18. Legal Update

Previously discussed.

19. Board Travel Policy Review

Previously discussed.

20. AC Travel Policy Review

Previously discussed.

21. Any Other Business

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

22. Adjournment

The Chair entertained motion to adjourn at 4:05 p.m. PST. Aaron Hughes moved to adjourn, seconded by Patrick Gilmore. The meeting adjourned with no objections.