Board of Trustees Meeting Minutes - 14 August 2019 [Archived]

Québec City, Québec

Attendees

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

ARIN Board Secretary & General Counsel

• Stephen M. Ryan, Esq.

Scribe

• Therese Simcox

ARIN Staff

• Richard Jimmerson, COO

1. Welcome & Agenda Review

The Chair called the meeting to order at 12:10 p.m. EDT. The presence of quorum was noted.

2. Consent Agenda

• Approval of the Minutes of 20 June 2019. (Exhibit A)
• Action Without a Meeting – Approval of Board Guidance Letter to the Nomination Committee. On July 1, 2019 the ARIN Board of Trustees unanimously approved the Board’s guidance letter to the Nomination Committee, and directed that it be provided to the Committee & posted publicly. Each Trustee consented in writing to this action.

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

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

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

The motion carried with no objections.

3. Treasurer’s Report of Q2 Financials

The Treasurer provided highlights with regard to ARIN’s Balance Sheet and Profit & Loss Statement. She stated that total revenue over expenses is 2.6M and attributed this to ARIN’s investment portfolio. The Treasurer noted a timing difference in travel, and in maintenance and operations. She stated that the variance in the Board’s travel is permanent, but quite small. She noted that General Office expenses will be underspent this year, due to a change in the treatment of the investment portfolio fees. The Treasurer stated that the CFO will work on reconciling any costs associated with litigation.

4. Finance Committee Meeting Update

(Exhibit B)

ARIN 2018 IRS Form 990 Filing

It was moved by Patrick Gilmore, and seconded by Nancy Carter, that:

“The ARIN Board of Trustees, based on the recommendation of the ARIN Finance Committee, and having reviewed ARIN’s 2018 IRS Form 990, accepts this form and directs the President to file it with the IRS.”

The Chair called for discussion. The Treasurer stated that the Finance Committee met on 09 August 2019, with ARIN’s consultant from RSM, who put together the form and provided an overview of the form to the Committee. The Treasurer noted that there are a lot of processes involved in completing the form before the form is finalized, and that very minor changes were requested by the Finance Committee before it was sent to the Board for final review.

The President noted that best practices can be achieved going forward with regard to taking notes for Board Committees. The Chair asked the President to make a list of governance best practices. The Chair asked the Trustees to think about their respective hours spent working for the Board, as their hours are submitted on the 990 form.

The motion carried unanimously, via show of hands in the room.

Grant Program Update

(Exhibit C)

It was moved by Regenie Fraser, and seconded by Peter Harrison, that:

“The ARIN Board of Trustees, based on the recommendation of the ARIN Finance Committee, directs that ARIN issue grants in accordance with the Community Grant Selection Committee report.”

The Chair called for discussion. Peter Harrison stated that about one-third of the applications were not suitable, for example, because they had not read the form, and many came in at the last minute. The submissions that were approved were reflective of a concerted effort to provide credible documentation. Mr. Harrison suggested some improvements to the Grant Committee. One area he noted was the suggestion to consider research-oriented grants with fixed outcomes to be used by ARIN for operations or registration services (i.e., data-mining related to the Registry that can be used for outreach services). The Committee is considering this suggestion, and will be recommending revisions to the Program for 2020. He further suggested keeping the submission period open longer for greater awareness to the community, and possibly reducing last minute submissions. Peter Harrison stated this was a very rewarding experience, and there are a great number of good ideas coming from this effort.

The Chair thanked him for the report. The President asked if this should be considered Mr. Harrison’s final report from the Grant Committee to be submitted in November. Mr. Harrison stated that the Committee would submit a formal report for November.

The motion carried unanimously, via show of hands in the room.

5. Fee Waiver

The Chair stated that the Board will discuss this item via their mailing list.

6. Grant Program for Community Development

The Chair stated that the Board will discuss this item via their mailing list.

The Chair entered an executive session at 12:27 p.m. EDT. The Board exited the session at 12:38 p.m. EDT.

7. ARIN General Counsel Update

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

8. Any Other Business

The Chair called for any other business. The Chair called for any other business. Patrick Gilmore stated, for transparency, that his startup company (Deep Edge) had received initial funding from Columbia Capital.

9. Adjournment

The Chair entertained a motion to adjourn at 12:38 p.m. EDT. The meeting was adjourned with no objections.