Board of Trustees Meeting Minutes - 07 April 2019 [Archived]

Bridgetown, Barbados

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

ARIN General Counsel & Board Secretary:

• Stephen M. Ryan, Esq.

ARIN Staff & Scribe:

• Richard Jimmerson, COO

1. Welcome & Agenda Review

The Chair called the meeting to order at 2:04 p.m. AST. The presence of a quorum was noted. The Chair called for any comments on the Agenda. The Chair accepted a new staff requested item for the agenda with regard to the amount of time Trustees spent conducting work for ARIN for reporting on the 2018 IRS form-990.

2. Approval of the Minutes

(Exhibit A)

It was moved by Bill Sandiford, and seconded by Patrick Gilmore, that:

“The ARIN Board of Trustees approves the Minutes of 21 March 2019, as written.”’

The Chair called for comments.

The motion carried with no objections.

3. 2018 Audited Financial Statement Review

(Exhibit B)

The Treasurer asked for comments from the Audit Committee with regard to the audit report. Patrick Gilmore, the Audit Committee Chair, reported that the 2018 financial year audit was successful, with no deficiencies or material weaknesses identified by the auditors. The Treasurer presented ARIN’s financial statements, using data confirmed by RSM, ARIN’s auditors. The Treasurer asked if there were any questions regarding the balance sheet. There were no questions. She described the major factors leading to the fact that ARIN finished 2018 under budget. Discussion ensued regarding ARIN job codes, and how expenses are allocated. The President noted that he will task ARIN’s new CFO to update how ARIN manages the allocation of expenses.

Patrick Gilmore noted that the Audit Committee had reviewed the completed financial report, and recommended that the Board accept it.

It was moved by Patrick Gilmore, and seconded by Peter Harrison, that:

“The ARIN Board of Trustees hereby accepts the Financial Audit Report, as presented by ARIN’s Audit Committee, and accepts the ARIN 2018 Audited Financial Statement as final, as presented by the Treasurer.”

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

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

4. Updated 5-Year Finance Outlook

The President reported on ARIN’s updated 5-year financial forecast. Peter Harrison asked if there was a defined number for ARIN’s desired reserves. The President explained the Board’s historical approach to the subject, and stated that ARIN would like to have reserves that will cover no less than one year of operating costs. Bill Sandiford and Dan Alexander asked about the differences between the new forecast compared to the 2018 forecast. The President outlined the differences for the Board.

5. ARIN 2019 Strategic Plan Review

The Chair sought the Board’s approval to move this item to later in the meeting. There were no objections.

6. ARIN Operations Update

The President provided an update on items of note since the last update in January. This included a report on the completion of the launch of the ARIN website and improvements to ARIN Online. The Chair extended the Board’s thanks to staff for a smooth transition to the newly deployed services, and expressed the Board’s satisfaction.

7. ARIN General Counsel Update

Counsel provided an attorney-client privileged update to the Board on ARIN legal matters, including current litigation and legal policy issues.

8. ARIN Grant Program

(Exhibit G)

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

“The ARIN Board of Trustees approves ARIN Grant Program, as presented.”

The Chair called for comments. Nancy Carter suggested that the term “grant recipients” be used. The President asked that the document be considered as amended accordingly, if there were no objections. There were no objections, and the Board continued with the consideration of adopting the amended document.

Regenie Fraser suggested that ARIN set a ceiling on a ‘per proposal’ amount in order for applicants to know how to properly size their proposals for consideration by ARIN. Dan Alexander suggested adding language in the process document that describes how ARIN considers applications from companies who have previously been a recipient of an ARIN grant. The President suggested that there may be occasions where a repeat award makes sense, and that those constraints can be considered in the future, noting that the Grant Committee only recommends grants to the Finance Committee for approval.

The motion to approve the Grant Program Charter as amended carried with all in favor, via roll call vote.

9. RPKI Risk Mitigation Review – Status Report

The President provided an update on ARIN’s current risks related to the delivery of RPKI services. The Board discussed clarification of items on ARIN’s current risk position.

The Chair stated that Item 5 would be discussed at this time.

5. ARIN 2019 Strategic Plan Review

The Board held a workshop to discuss items that will be studied at the Board’s annual strategic planning meeting in August 2019.

The Chair sought the Board’s agreement to postpone agenda items #10 and #11 for a later business meeting, and to discuss item 11 b) Board Election Officer Appointment, at this time. There were no objections.

11 b). Board Election Officer Appointment

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

“The ARIN Board of Trustees appoints Paul Andersen as Board Election Officer for the 2019 ARIN Elections.”

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

10. ARIN Board Executive Session

This portion of the meeting was postponed.

11. ARIN Election Items

a) ARIN Election Process Update

(Exhibit J)

The Board discussed the exhibits, and reviewed the ARIN Election Process to identify changes needed.

b) Approval of the 2019 Nomination Committee Charter

(Exhibit L)

The Board discussed the NomCom Charter, to prepare for considering a motion on the item during the continuation of their business meeting on Tuesday.

f) Approval of the 2019 Election Questionnaires

(Exhibit N, Exhibit O)

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

“The ARIN Board of Trustees approves the 2019 Election Questionnaires, as presented.”

The Chair called for comments on the exhibits provided. The Board discussed the difference in content between the Board and AC questionnaires. The Board discussed the necessity for the Trustee questionnaire to address conflicts of interest. The conflict of interest issue is a necessary material difference between the AC and Board questionnaires.

The motion to accept the questionnaire, subject to any NomCom additions, was approved unanimously, via roll call vote.

c) Trustee Appointments to the 2019 Nomination Committee

To be discussed.

d) Review of ARIN Election Campaign Guidelines

To be discussed.

12. Any Other Business

To be discussed.

13. Adjournment

The Chair called to recess at 6:20 p.m. AST. The Board agreed to resume at 7:30 a.m. AST, Tuesday, 09 April, 2019. There were no objections.

Continued

08 April 2019

Bridgetown, Barbados

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

ARIN General Counsel & Board Secretary:

• Stephen M. Ryan, Esq.

ARIN Staff & Scribe:

• Richard Jimmerson, COO

Welcome & Agenda Review

The Chair reconvened the Board meeting at 7:50 a.m. AST. The presence of a quorum was noted.

The Chair stated that item a) of item 11. ARIN Election Items, would be discussed at this meeting.

11. a) ARIN Election Process Update

Review of the ARIN Election Process and adoption of any proposed changes. The Board discussed the item, but did not reach an outcome at this meeting. The Chair indicated he would give direction to the President to prepare related materials.

The Chair called to recess at 8:50 a.m. AST. He stated the Board’s meeting would be resumed 12:00 p.m. AST this day. There were no objections.

The Chair reconvened the meeting at 12:05 p.m. AST, regarding management issues unrelated to the Election processes. The presence of a quorum was noted.

The Chair stated that the Board would enter an Executive Session, per item 10 on the agenda. The Board exited their session at 1:05 p.m. AST.

Adjournment

The Chair called for recess at 1:05 p.m. AST, and stated that the Board’s meeting would resume at approximately 10:45 a.m. AST on Wednesday, 10 April 2019. There were no objections.

Continued

10 April 2019

Bridgetown, Barbados

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

ARIN General Counsel & Board Secretary:

• Stephen M. Ryan, Esq.

ARIN Staff & Scribe:

• Richard Jimmerson, COO

Welcome & Agenda Review

The Chair reconvened the meeting at 10:53 a.m. AST. The presence of a quorum was noted, with Patrick Gilmore joining via telephone.

The Chair resumed discussion on the remaining items under item 11. ARIN Election Items.

11. a) ARIN Election Process Update

Review of the ARIN Election Process and adoption of any proposed changes.

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

“The ARIN Board of Trustees adopts the changes to the ARIN Election Process and the ARIN Nomination Committee Charter as proposed and amended during their in-person workshop and as circulated on the Boards’ mailing list.”

The Chair called for discussion. The President noted two identified typographical errors, and non-material minor edit requests, and incorporated the edits into the document. He asked the Board to accept the document with the noted edits, under the existing motion.

Patrick Gilmore left the meeting at this time (11:17 a.m. AST)

Additional discussion by Trustees on various paragraphs of the document occurred.

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

11. d) Trustee Appointments to the 2019 Nomination Committee

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

“The ARIN Board of Trustees appoints Trustees Dan Alexander and Nancy Carter to the 2019 Nomination Committee, noting Dan Alexander as Chair.”

The Chair called for comments. There were no comments.

The motion carried with no objections.

11. e) Review of ARIN Election Campaign Guidelines

In the interest of time, the Board agreed to move discussion of the ARIN Election Campaign Guidelines to the mailing list.

12. Any Other Business

The Chair stated that in the interest of time, the Board would discuss the suggested item of the amount of time Trustees worked per week for ARIN in 2018 for reporting on the 2018 IRS Form 990, on the Board’s mailing list. There were no objections.

13. Adjournment

The Chair called to adjourn the meeting at 11:24 a.m. AST. The meeting was adjourned with no objections.