Board of Trustees Meeting Minutes - 16 January 2019 [Archived]

San Francisco, CA

Attendees:

• Paul Andersen, Chair
• Bill Sandiford, Vice Chair
• Dan Alexander, Trustee
• Nancy Carter, Treasurer
• John Curran, President & CEO
• Regenie Fraser, Trustee
• Patrick Gilmore, Trustee
• Peter Harrison, Trustee

Scribe:

• Therese Simcox

ARIN Staff:

• Richard Jimmerson, COO

ARIN General Counsel & Board Secretary:

• Stephen M. Ryan, Esq.

1. Welcome & Agenda Review

The Chair called the meeting to order at 10:05 a.m. PST. He explained 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. The Chair called for any comments on the Agenda.

2. Election of Officers

The President explained the election process for the new members.

Chair

The President called for nominations for Chairman of the Board. Bill Sandiford nominated Paul Andersen. The President asked Mr. Andersen if he was willing to serve as Chair. Mr. Andersen accepted the nomination. Patrick Gilmore seconded the nomination. The President called for any further nominations. There were no further nominations. The President moved for a vote to elect Paul Andersen as Chair. The Board voted unanimously in favor. The President declared Paul Andersen as the elected Board Chair.

The President turned the chairmanship of the meeting over to the newly-elected Chair. Paul Andersen thanked the Board, stating that it was an honor to support the Board in this role. He welcomed new Board members, Regenie Fraser and Peter Harrison, to the meeting.

The Chair stated he would send proposed Board meeting dates for the year to the Board, and asked the Board to consider their schedules.

The Chair stated that each year the role of Secretary has been held by a Board member. He suggested that the Board would be better served by ARIN’s General Counsel or, alternatively, perhaps by ARIN’s Corporate Attorney serving as Secretary. Patrick Gilmore, who last served as Board Secretary, agreed.

The President explained that he prepares ARIN’s corporate records in conjunction with General Counsel, and that the Board Secretary has oversight of all corporate records, per the Bylaws. The President stated that therefore he had no objection to the appointment of General Counsel as the Board Secretary. He stated that he would discuss the delegation of matters by the General Counsel to the Associate General Counsel, if the Board proceeded in this manner.

The consensus of the Board was that General Counsel should serve as Board Secretary, as he already attends the Board’s meetings.

Vice Chair

The Chair called for nominations. Nancy Carter nominated Bill Sandiford. The Chair asked Bill Sandiford if he was willing to serve as Vice Chair. Bill Sandiford accepted the nomination. Regenie Fraser seconded the nomination.

Patrick Gilmore nominated Dan Alexander as Vice Chair. The Chair asked Dan Alexander if he was willing to serve as Vice Chair. Dan Alexander declined the nomination.

The Chair called for any further nominations. There were no further nominations. The Chair asked if there were any objections. There were no objections.

It was moved by John Curran, and seconded by Regenie Fraser, 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 one abstention (Bill Sandiford).

Secretary

The Chair called for nominations. John Curran nominated General Counsel, Stephen Ryan, to serve as Secretary. Bill Sandiford seconded the nomination. The Chair asked Stephen Ryan if he were willing to serve as Secretary. Stephen Ryan accepted the nomination. The Chair called for any further nominations. There were no further nominations. Stephen Ryan was elected Secretary unanimously.

Treasurer

The Chair called for nominations. Bill Sandiford nominated Nancy Carter. Dan Alexander seconded the nomination. The President acknowledged the workload of the Treasurer, and complimented Nancy Carter on a job well done in 2018. 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 unanimously.

3. Adoption of ARIN Board Standing Rules

(Exhibit A)

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

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

The President stated that the Board’s Standing Rules have not changed, and that they follow the principles of Roberts Rules of Order. He provided an overview of the Standing Rules to the Board.

The Board discussed item 6(a): “Minutes of the meetings of the Board will focus on outcomes”. Discussion ensued on the amount of content in the Minutes with regard to Board comments. After discussion, the President noted that item 6(a) should be amended to read: “Minutes of the meetings of the Board will focus on major points and outcomes.”

The Chair tabled the motion temporarily to permit the President to revise the document, and present it to the Board, for review later in the meeting.

4. Approval of the Minutes

(Exhibit B)

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

“The ARIN Board of Trustees approves the Minutes of 13 December 2018, as written.”

The Chair called for discussion. There were no comments.

The motion carried unanimously.

5. Non-Disclosure and Conflict of Interest Disclosure Review

General Counsel provided the Board member’s confidential disclosure forms for cross-review by each Board member. Counsel stated that the purpose is for each member to understand each other’s jobs in relation to any potential for conflict of interest or bias that they may have related to ARIN matters. The Trustees reviewed the set of disclosure forms and clarified their understanding, via questions, with one another. The Secretary was directed to keep the disclosure statements for the customary one-year time period.

6. Directors and Officers Fiduciary Duty Review

(Exhibit C)

Counsel provided an annual presentation, providing an explanation of the Board’s fiduciary duties. He noted recent legislative changes in case laws, and reviewed the Trustee’s duties to the organization.

The Chair recessed the meeting 12:23 p.m. PST.

The Chair called the meeting to order at 1:15 p.m. PST. He stated that discussion of item 3, Adoption of the ARIN Board Standing Rules, would resume at this time.

3. Adoption of ARIN Board Standing Rules

The President presented a revised version to the Board that reflected the prior discussion of the ARIN Board’s existing practice of including points addressed in the Board’s meetings. The Board reviewed the revised version.

It was moved by John Curran, and seconded by Bill Sandiford, 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 unanimously.

The Chair resumed the agenda in order at item 7, Year-End Board Committee Reports.

7. Year-end Board Committee Reports

a. Compensation Committee Report.

The Chair stated that this will be discussed tomorrow, after the Compensation Committee meets. He noted that there are no changes to the committee’s charter.

b. Finance Committee Review Report. Treasurer to lead.

(Exhibit D)

The Treasurer, Nancy Carter, reviewed the FinCom report with the Board. She stated that the Finance Committee (FinCom) believed it useful to have someone with a financial background performing the role of Treasurer. She noted that the Nomination Committee should be provided guidance with regard to the the required skills (i.e. financial), on an annual basis.

The Treasurer stated that the budget process went very well, in an orderly and timely manner. She explained that the budget presentation was provided, and that Board approval happened in November. The FinCom recommends following the same schedule in 2019, in order for it to happen smoothly and on time. The Treasurer stated that there were no changes to the Committee’s Charter. The Treasurer pointed out that ARIN currently does not have a CFO on staff, and that it would be beneficial to consider hiring one for the organization. Bill Sandiford agreed that a CFO is the right person for the position of Treasurer. He believed that hiring an ARIN CFO should subsequently be discussed.

The President reviewed the FinCom’s list of recommendations with the Board. He agreed that the Treasurer needs to have the right financial skills. He noted that it would not necessarily require involvement of the Nomination Committee. He explained that the Treasurer does not need to be a Board member, as the ARIN Bylaws lets the Board appoint any person as Treasurer - although that person should have background similar to the current Treasurer.

The Chair agreed, and requested that the President and the Treasurer schedule the timing of quarterly financial reporting to coincide with the Board’s meeting agendas. He asked for these items to be on the Board’s calendar. The President acknowledged and agreed to do so.

c. Audit Committee Report

The Chair noted that the Audit Committee had not submitted a report; however, he asked if the previous Chair could provide a verbal report. Patrick Gilmore, 2018 Committee Chair, noted that the committee members did amazing work, and that the audit was easier last year. He noted that in 2019 there will be an abbreviated controls audit, as it is too costly and time consuming to perform a full audit of controls; and, it was not considered necessary by the Committee. He suggested the abbreviated controls audit be repeated every three to four years. Mr. Gilmore further noted that there were no suggested changes to the Audit Committee’s charter. He stated that there needs to be one change to the Audit Committee’s process, and that is to re-authorize the auditor at year-end. This needs to be done immediately after the audit closes to ensure enough time to procure a new auditor, should one be required. He noted that this process is not included in the current charter. The President agreed that considering any change should be done by the Audit Committee, after acceptance of the audit report by the current year’s auditors.

It was noted that the existing audit was more generic, and questions were raised about contracting a more in-depth audit review. The President explained that when ARIN has a financial audit performed, they audit all the controls necessary to provide an opinion with regard to the adequacy of the financial results. This could mean that only some controls are spot-checked. Per the auditors, an audit all of the financial controls would be hundreds of thousands of dollars and thousands of staff hours. Between that, the present financial audit would be doing an occasional more in-depth “control audit” that checks all of the major financial controls. ARIN performs a normal financial audit, and has budgeted for a more in-depth financial control audit, but not an exhaustive audit of controls. The President stated that the Board had approved the budget to include this new control audit.

The Chair was supportive of the process, and requested that, in the 1st quarter of the year, the AuditCom undertake re-evaluating the retention of the auditor, or hiring an new auditor. He further stated that the Committee Chair and the Treasurer should work in conjunction with each other.

d. 2018 Nomination Committee Report

(Exhibit E)

Dan Alexander explained that he crafted recommendations with regard to the Nomination Committee (NomCom). The Chair provided a quick overview of items in Dan Alexander’s recommendations that were in progress. Dan Alexander then provided an overview of his recommendations to include changes to the NomCom Charter.

Discussion ensued on the NomCom process including: which applicants to interview versus interviewing all applicants, potential versus prospective candidates and the difference between the two, the value of background checks, selection of candidates, and the contents of the applicant questionnaire.

Mr. Alexander requested that the Board review the following recommendations:

• A timing issue, which is noted in the Election Report; and,
• Suggestions from the Nomcom on the questionnaires for the Advisory Council and the Board.

The Chair noted that the Elections Report will be discussed, and the Board will look into this issue. The President explained that the last three times the Board discussed the NomCom, it did not agree on an outcome in less than three months. He pointed out that the process for 2019 needs to run as currently in place with little change until process revisions are solidified. The Chair also stated that the solicitation process needs to be reviewed and that feedback is key.

Dan Alexander summarized that, per the recommendations made: the terms perspective/potential candidates needs to be better defined; remove the word ‘each’ nominee with regard to interviews; look at the minimum requirement for the Board slate; and, revise the NomCom Charter for 2019.

e. 2018 Fellowship Committee Report.

The Chair noted that the Fellowship Committee had not submitted a report; however, he asked if the previous Chair could provide a verbal report. Bill Sandiford, 2018 Committee Chair, noted a concern about fellows who do not perform well, yet still have the ability to re-apply for a fellowship in subsequent years and be selected.

Mr. Sandiford noted that staff does not keep a comprehensive list of past applicants, therefore there is no procedure for being able to note such issues. He stated that there is Committee consensus for a mechanism to be established to maintain any negative or positive feedback on a fellow, and pass it on to the Fellowship Committee to avoid such issues in the future. The President noted that as of ARIN 42, the mentor questionnaire was revised to allow for specific feedback on fellows’ performance that would be provided to future selection committees if a fellow re-applied.

Discussion ensued on staff’s recommendations of: a post-report to be submitted by fellows after attending ARIN meetings; applying no more than twice for a fellowship; and, funding travel only when fellows cannot afford it themselves. The Board also discussed any mentor’s feedback of the fellows, and fellows meeting an expected standard of behavior.

The President provided an overview of the Fellowship Committee Report and stated that staff also recommended updating the Committee’s charter to include two alternate fellows, in case the selected fellow could not attend. Staff also recommended adding a question to the form on how the applicant may have contributed to their local Internet community.

The President stressed the importance of the Committee being appointed by the Board each January. He pointed out that the April ARIN PPM is on the horizon, and that the Committee is not seated. He stressed timeliness of seating the Committee.

The Board discussed if their direct involvement was necessary in the Fellowship Program, and if the operational logistics were best moved off the Board, with the Board providing strategic direction and financing to the program. It was noted that the current charter provides a very vague goal, making measuring the program’s effectiveness difficult.

It was agreed that the program should be reworked. Staff would review the existing program, and propose a program that had well-defined and measurable goals, with the execution of the program falling to staff - with possible community involvement.

Staff had noted that there was a pressing need to deal with the Fellowship Program for the April ARIN Public Policy Meeting (PPM). It was the sense of the Board that the existing program and its charter would be used for the April PPM, with the goal of having a new Fellowship Program in place for the October PPM.

8. Authorization of the Treasurer to Approve Future Commitments

Deferred until later in the meeting.

9. ARIN Board Standing Committee Appointments

The Chair explained that he preferred to keep as much consistency, as possible, in seating the Board’s committees with the members from 2018 (noting two new members on the Board).

A. Compensation Committee

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

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

The Chair called for discussion. There were no comments.

The motion carried with no objections, and one abstention (John Curran). The President indicated that he abstained from the vote as the Compensation Committee reviews his performance.

B. Finance Committee

(Exhibit F)

It was moved by Paul Andersen, and seconded by Patrick Gilmore, that:

“The ARIN Board of Trustees appoints Board Members Paul Andersen, Bill Sandiford, Peter Harrison, and the Treasurer as the members of the ARIN Finance Committee, noting the Treasurer as Chair.”

The Chair called for discussion. The Chair stated that a 3rd Board member has been added to the Committee, and that the FinCom Charter will be updated to reflect this action. The President then updated the charter to add a 3rd Board member, and the Board reviewed the revision.

It was moved by Paul Andersen, and seconded by Nancy Carter, that:

“The ARIN Board of Trustees accepts the Finance Committee Charter, as revised.”

The motion carried unanimously with all in favor.

C. Audit Committee

(Exhibit G)

It was noted that three Board members need to be appointed, with all members being distinct from the Board members serving on the ARIN Finance Committee.

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

“The ARIN Board of Trustees appoints Board Members Regenie Fraser, Dan Alexander, and Patrick Gilmore as the members of the ARIN Audit Committee, noting Patrick Gilmore as Chair.”

The Chair called for discussion. There were no comments.

The motion carried unanimously with all in favor.

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 Paul Andersen, and seconded by Patrick Gilmore, that:

“The ARIN Board of Trustees appoints Board Member Peter Harrison, and General Member Steven Middleton, as the members of the ARIN’s Mailing List Acceptable Use Policy (AUP) Committee, noting Peter Harrison as Chair.”

The Chair called for discussion. The President stated that the Advisory Council member will be appointed in the future.

The motion carried unanimously with all in favor.

10. ARIN Board Appointments

2019 NRO EC Observer.

The Board has the option to appoint an ARIN Board Observer to the NRO-EC teleconferences.

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

“The ARIN Board of Trustees appoints Paul Andersen to serve as the 2019 ARIN Board Observer to the NRO-EC.”

The Chair called for discussion. There were no comments.

The motion carried unanimously with all in favor.

11. 2019 ARIN Fellowship Selection Committee

(Exhibit H, Exhibit I, Exhibit J, Exhibit K)

It was moved by Paul Andersen, and seconded by Patrick Gilmore, that:

“The ARIN Board of Trustees accepts the 2019 Fellowship Selection Committee Charter as revised, and appoints Board Members Bill Sandiford and Regenie Fraser; and, appoints General members Brian Jones and Bill Woodcock as members of the 2019 Fellowship Selection Committee, noting Bill Sandiford as Chair.”

The Chair called for discussion. There were no comments.

The motion carried unanimously with all in favor.

The Chair stated that item 19, General Counsel Legal Update, would be discussed at this time.

19. General Counsel Legal Update

Counsel provided an attorney-client privileged, work-product briefing to the Board on current legal matters.

The Chair recessed the meeting for the day at 4:20 p.m. PST., with no objections.

The Chair announced that the Board would resume its meeting on Thursday, 17 January 2019, at 10:00 a.m. PST. The Board concurred.

Draft Minutes (Continued)

17 January 2019

Attendees:

• Paul Andersen, Chair
• Bill Sandiford, Vice Chair
• Dan Alexander, Trustee
• Nancy Carter, Treasurer
• John Curran, President & CEO
• Regenie Fraser, Trustee
• Patrick Gilmore, Trustee
• Peter Harrison, Trustee

Scribe:

• Therese Simcox

ARIN Staff:

• Richard Jimmerson, COO

ARIN General Counsel & Board Secretary:

• Stephen M. Ryan, Esq.

Welcome and Agenda Review

The Chair called the meeting to order at 10:33 a.m. PST. The presence of quorum was noted, with all Board members in attendance.

The Chair stated that, earlier this morning, during the Board’s workshop session, the Board conducted at ‘360 Board Review’ to take an in-depth look at the Board’s performance. He noted that the Board will undertake this review on an annual basis.

The Chair stated that item 8 would be discussed at this time, and then the remaining agenda items would be discussed at this meeting.

8. Authorization of the Treasurer to Approve Future Commitments

It was moved by Nancy Carter, and seconded by Bill Sandiford, 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 President explained that there are costs that arise for subsequent years that require the Treasurer’s approval. He noted that this authorization request of the Board was performed each year. He believed this practice to be a good reminder of the delegation of authority.

The motion carried with all Trustees in favor.

The Chair resumed the agenda and, in the interest of having enough discussion time for each item, he re-ordered the items - the order of which is reflected below.

The Chair stated that item 22 would be discussed at this time.

22. ARIN RPKI Update

(Exhibit Y, Exhibit Z)

The Board entered privileged executive session at 10:37 a.m. PST to discuss this item. The Board exited the executive session at 12:16 p.m. PST.

It was the sense of the Board to inform the community that ARIN is in receipt of the recent RPKI Review Report; and, in light of its recommendations, ARIN will conduct a review of its risk management approach to RPKI services, noting that the review will take several months.

The Chair recessed the meeting at 12:20 p.m. PST. The Chair called the meeting to order at 1:57 p.m. PST, with all in attendance.

The Chair stated that item 15 would be discussed at this time.

15. Waiting List Policy Suspension

(Exhibit S)

The President stated that there is clear evidence of misuse and fraudulent activity with this policy. At this point in time, the Waiting List Policy permits misuse and fraud activity; and, it is a significant portion of the space issued via the waitlist because that involves issuance of larger blocks. The President presented a slide deck to the Board with details of the issue. He pointed out that the Board has the ability to suspend policy; and stated that it is contrary to good stewardship to continue to issue blocks through the present policy. Applications received requesting to be added to the waiting list could continue to be accepted during any suspension.

It was moved by John Curran, and seconded by Peter Harrison, that:

“The ARIN Board of Trustees, in light of the potential misuse of number resources under NRPM section 4.1.8 (Unmet Requests), suspends issuance of number resources per NRPM section 4.1.8.2. (Fulfilling unmet needs), and refers NRPM section 4.1.8 to the ARIN Advisory Council for their recommendation.”

The Chair called for discussion. The Board asked for confirmation that they would be suspending all allocations. The President confirmed this was the case. The Board asked about the difference between suspending issuance but not suspending applications to be added to the list. The President explained that there were hundreds of applicants on the current waitlist. Should a revised or new policy change it, there may be more applications. If the Board suspends applications now, and then changes the policy, it would upset the order of the waitlist when policy is once again active. The President stated that there is no harm maintaining or growing the waitlist in the interim. The Board asked if the statistics on transfers of all of the blocks are only for Number Resource Policy Manual (NRPM) sections 8.3 and 8.4 transfers, and not for section 8.2 transfers? The President confirmed they were only for NRPM sections 8.3 and 8.4 transfers.

The motion carried with all Trustees in favor.

Patrick Gilmore temporarily left the meeting at this time (1:00 p.m. PST).

The Chair stated that item 18 would be discussed at this time.

18. Adoption of the ARIN Grant Program

(Exhibit V, Exhibit W)

The President stated that quite a bit of time was spent aligning this program with ARIN’s mission, and accomplishing the program’s goal without creating unnecessary overhead. He reviewed the ARIN Grant Program Selection Committee Charter with the Board to include: composition of the Committee; scope of responsibilities; and, selection criteria.

Discussion ensued on finalizing the process with regard to staff responsibilities and where the Finance Committee’s and the Board’s interaction would be needed. It was suggested that staff perform the groundwork, and that the FinCom review and make recommendations to the Board. It as noted that the purpose of the program should be more clearly described. The Board stated that discussion of how the program outcomes would be evaluated would also be needed.

The President acknowledged that, in light of this discussion, the charter should be for the program itself and not a charter for a separate committee. He stated that he would revise the document for the Board’s review.

The Chair stated that item 13 would be discussed at this time.

Patrick Gilmore returned to the meeting at this time (1:30 p.m. PST).

13. ARIN 401(k) Discretionary Contribution Review

(Exhibit N, Exhibit O, Exhibit P, Exhibit Q, Exhibit R)

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

“The ARIN Board of Trustees hereby: 1) Approves and adopts Amendment of the ARIN 401(k) Plan effective December 10, 2018 to remove Nathan Davis as Plan Trustee and add Richard Jimmerson as Plan Trustee; 2) Approves that the President is hereby authorized and directed to execute and deliver to the Administrator of the Plan one or more counterparts of the Amendment; and, 3) Approves that the President shall act as soon as possible to notify the employees of ARIN of the adoption of this Amendment by delivering to each employee a copy of the summary description of the changes to the ARIN 401(k) Plan.”

The Chair called for discussion. The President explained that this change is to remove Nate Davis as a Plan Trustee, and to add Richard Jimmerson as a Plan Trustee.

The motion carried with all Trustees in favor.

The Chair stated that item 16 would be discussed at this time.

16. 2018 Election Report

(Exhibit T)

The President reviewed the report with the Board. The Board discussed the staff recommendations. After discussion, the President was tasked to proceed with recommendations in the report, noting concern regarding real-time election statistics, which should be omitted.

The Chair stated that item 17 would be discussed at this time.

17. Adoption of 2019 Nomination Committee Charter

(Exhibit U)

The President stated that no changes have been made to the Charter, except to update the current year, and that any revisions would be forthcoming from the Board. The President noted that the changes that have been suggested were material, and that he would await Dan Alexander’s input. The Chair reviewed the changes presented, and discussion ensued on alternatives to the voting process, election timing, and number of candidates.

After the discussion, the Chair stated item 3.1 (d) should be removed, with the Board instead submitting a memo of guidance to the NomCom, with a copy to the Membership. The Board tasked the President with revising the proposed charter accordingly, while raising the maximum from 5 candidates to 6 candidates.

The Board discussed alternative voting mechanisms, asking if Single Transferable Voting (STV) would be a viable option. The matter was referred to General Counsel for research.

The Chair stated that item 23 would be discussed at this time.

23. ARIN Operations Update

a. ARIN.NET DNSSEC Outage

The President explained that there was a recent outage of the ARIN.NET domain name for those parties performing DNSSEC validation. He reviewed the post-mortem report of this outage with the Board. The President stated he will be meeting with ARIN’s CTO, Mark Kosters, to align on ARIN’s mission critical systems.

The Chair requested that the President provide a report when that has been completed. The President stated sent the post-mortem report to the Board.

The Chair stated that a further update from Counsel would be given at this time.

19. General Counsel Legal Update (Continued)

Counsel provided an attorney-client privileged, work-product briefing to the Board on legal matters.

The Chair stated that item 12 would be discussed at this time.

12. Board Travel Policy Update

(Exhibit L, Exhibit M)

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

“The ARIN Board of Trustees adopts the ARIN Board Travel Policy, as revised.”

The Chair called for discussion. There were no comments.

The motion carried unanimously.

The Chair stated that item 13 would be discussed at this time.

13. ARIN 401(k) Discretionary Contribution Review

The President stated that he had sent a memo to the Board regarding the potential criteria of ARIN’s 401(k) Discretionary Contribution. The Chair stated that several Board members have approached him regarding how this was being evaluated, and suggested that it be approved with the criteria for allocating it in the beginning of the year. The President stated that the contribution’s nature helps the employees understand there are goals ARIN is trying to achieve; and, he highly recommended that the program be retained. The President provided an overview of the goals, recommending that the Board review them and provide any recommended changes.

Discussion ensued on the merits of making the 401(k) contribution an inherent part of the compensation plan, rather than based upon the goal achievement of the organization. The Board was supportive of making this contribution a part of ARIN’s basic compensation package, but they expressed the need to be comfortable that there is basis for it with regard to a competitive marketplace.

The Chair believed it was the sense of the Board that this contribution be rolled into ARIN’s compensation philosophy. He tasked the President to craft a proposal in this regard. The President acknowledged to do so.

The Chair stated that item 20 would be discussed at this time.

20. Financial Staffing

The President provided a confidential briefing to the Board.

The Chair called for a recess at 2:00 p.m. PST. The Chair resumed the meeting at 2:22 p.m. PST, with all in attendance. The Board entered executive session at this time. The Board exited the executive session at 2:47 p.m. PST.

It was the sense of the Board that the President provide the Board with a proposal for the timely addition to ARIN staff of a Chief Financial Officer (CFO) in 2019.

The Chair stated that item 21 would be discussed at this time.

21. ARIN Leadership Academy

(Exhibit X)

The President stated that the goal of this program is to create an avenue for producing leadership in the ARIN Advisory Council (AC) and the ARIN Board. He explained that there will be a call for participation in March. Any members of the Board and AC can volunteer to answer candidate’s questions. The President provided an overview of the program. He explained that if a Board member meets with an interested party, they can volunteer to be that person’s advisor, and that this step would happen by July.

It was the sense of the Board that the President proceed with the Program, and keep them updated on its progress.

24. Any Other Business

The Chair called for any other business. The Board entered an executive session at this time, without staff or the President, to discuss the results of the Compensation Committee’s meeting earlier that morning. The Board exited the executive session at 4:48 p.m. PST.

24. Adjournment

The Chair entertained a motion to adjourn at 4:48 pm p.m. PST. Nancy Carter moved to adjourn, seconded by Bill Sandiford. The meeting adjourned with no objections.