Meeting of the ARIN Board of Trustees - 27 October 2021 [Archived]

via Teleconference

Attendees

• Paul Andersen, Chair

• Nancy Carter, Treasurer
• John Curran, President & CEO
• Peter Harrison, Trustee
• Catherine Middleton, Trustee
• Tina Morris, Trustee
• Bill Sandiford, Vice Chair

ARIN Staff

• Michael Abejuela, General Counsel, Board Secretary
• Alyssa Arceneaux, Executive Coordinator, Scribe
• Einar Bohlin, V.P. Government Affairs
• Richard Jimmerson, COO
• Brian Kirk, CFO
• Steve Ryan, Counsel
• Thérèse Simcox, Sr. Executive Assistant
• John Sweeting, CCO

1. Welcome, Agenda Review & Disclosure of Conflicts of Interest

The Chair called the meeting to order at 4:02 p.m. The presence of a quorum was noted. The Chair called for comments on the agenda. The President requested a discussion of next week’s Board meeting in MN. The Chair added it to Any Other Business.

There were no disclosures of conflicts of interest reported.

2. Approval of the September Minutes

(Exhibit A)

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

“The ARIN Board of Trustees approves the Minutes of September 16, 2021, as written.”

The Chair called for discussion. There were no comments.

The motion carried with no objections.

3. Approval of the 2022 Budget

(Exhibit B)

The President stated that on October 13, 2021, the ARIN Finance Committee met and moved to recommend approval of the 2022 Budget by the ARIN Board of Trustees.

The Treasurer pointed out that the FinCom met and reviewed the Budget in detail and is recommending it for approval. The Treasurer turned it over to the CFO to provide highlights from the 2022 Budget.

Following the overview, the Treasurer called for questions or comments. A Board member asked the question about the revenue increase as a result of fee harmonization. The President is cautiously optimistic that it will go well and that he and the CCO have been in discussions with several of the customers who will be significantly affected by the new fee structure. He also pointed out that if the expected revenue is not realized, then he will come to the Board for a discussion and would align expenses with the available revenue.

The Chair and FinCom Chair stated their appreciation for all the hard work by staff.

It was moved by Nancy Carter, and seconded by Bill Sandiford, that:

“The ARIN Board of Trustees approves the ARIN 2022 Budget, as presented.”

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

The motion carried unanimously, via roll call vote.

4. Approval of of Investment Policy Statement

(Exhibit C)

The CFO stated that on October 13, 2021, the ARIN Finance Committee met and reviewed the IPS, which is one of the committee’s annual required responsibilities. The CFO indicated that the current version of the IPS was approved in March of this year and that there is no need for any material changes to the IPS. The Finance Committee did, however, approve a minor change made to improve the clarity of the target balance of the fund as stated in the Purpose section of the Long-Term Reserve Fund.

The Chair called for comments. The President made note that with the reserves growing steadily, it is valuable to have a base line for the Board to operate from.

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

“The ARIN Board of Trustees adopts the revised Investment Policy Statement, as written.”

The Chair called for discussion. No discussion.

The motion carried unanimously, via roll call vote.

5. ARIN Membership Structure Bylaws Change

(Exhibits D, E, F)

The President appreciates the input from the Trustees that has been taking place over email the last few weeks and believes we have an improved membership structure proposal as a result. As discussed, ARIN proposes to add a new class of membership known as service members. ARIN would immediately allow these new service members to become general members if they wish to participate in the governance of ARIN. The election participation criteria to remain a general member will be applied to all general members at the end of 2023 after the general election. This is what is proposed in the consultation. The general member must participate in at least one of the three most recent ARIN elections to maintain their general member status or will revert to the service member class of membership if they do not exercise their voting right accordingly.

The President went through the FAQ that will go online along with the consultation. It will be amended to clarify that new customers with IPv4 or IPv6 resources are automatically service members before being posted online. The President also presented the Bylaws changes that would accompany the consultation.

The President pointed out that the number of general members may drop and therefore the threshold for a successful petition would consequently drop; however, one change proposed is that the successful petition threshold could not, in any circumstance, drop below 100 eligible members. The President believes that the consultation should get out before the meeting next week as this helps fulfill what was promised to the end users, and it is important to have the Bylaws change adopted by the end of the year to allow for those that want to become general members to do so.

It was asked if consideration was given to just consulting on the concept of the membership changes and holding the specific Bylaws changes until any forthcoming proposal on Bylaws changes resulting from the Governance Working Group. The President stated that the Bylaws are very clear that the consultation must include the specific bylaw changes, so a conceptual membership structure consultation would not then allow us to update the Bylaws as needed.

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

“The ARIN Board of Trustees approved the proposed Bylaws changes for community consultation. "

The Chair called for discussion. A question was asked about distributing the membership consultation separate from the rest of the consultation, specifically the proposed changes to bylaw Articles 7 and 8. Further amendments may be proposed to these sections as a result of the GWG work so it may be prudent to wait to consult on these changes rather than opening the door now for comments on the election process. The President told the Board that the change of petition threshold was added since we do not know the exact number of general members that ARIN will have subsequent to the change. The Chair stated that regardless of whether all the articles are included or only some, it will likely spark discussion on the election process.

A discussion ensued about timing of the recommendations coming from the GWG. The General Counsel pointed out that this is the stage of a consultation seeking community feedback and that the Board is not locked in with the specific language provided. The consultation needs to provide the community with proposed language on which to comment. He also pointed out that if the Board were to wait and bring all consultations together that there is a risk of issues being conflated and a potential for confusion. By focusing the consultation, it has the benefit of focused discussion on the issue presented. It was agreed by other Board members that omnibus type of changes tend to fail and that to increase the likelihood of success, the consultation needs to go alone.

The motion carried unanimously, via roll call vote.

6. Policy Ratification of Editorial Change ARIN-edit-2020-9: Section 8 Editorial Clean-up

(Exhibit G)

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

“The ARIN Board of Trustees, based upon the recommendation of the ARIN Advisory Council, and noting that the ARIN Policy Development Process has been followed, adopts ‘Editorial Change ARIN-edit-2020-9: Section 8 Editorial Clean-up’.”

The Chair called for discussion. The President stated that this is an editorial change that is replacing existing policy language with clearer text. The editorial change requires consent by the Advisory Council and Board. The proposed language does not change any processes.

The motion carried unanimously, via roll call vote.

7. Transition of Chair Responsibilities in 2022

(Exhibit H)

The Chair turned over the conversation to Vice Chair Bill Sandiford. The Vice Chair presented a memo to the Board on implementing a process to appoint an out-going Chair to the Office of Past Chair for a period of one year for the purpose of transitioning the new Chair into his/her role. He noted this optionally filled office would be for an appointment term of one year if utilized.

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

“The ARIN Board of Trustees appoints Paul Andersen, upon stepping down as Chair, to the Office of Past Chair for 2022.”

The Chair called for discussion. The question was asked why this was needed as there was still time this year to help transition the new Chair.

Mr. Sandiford followed up that he and the current Chair have already begun work on some transitional items, but that they have not worked on the interactions with other RIRs and related organizations.

It was noted that the memo referred to the year 2022, and if this was to be a change that could be used in future years, that would need to be removed. It was also noted that there may be some concern about Board travel with this additional Board member, so it would need to be made clear that travel from the Past Chair would only happen with notice to the rest of the Board for travel deemed necessary.

The motion carried with no objections, and one abstention (Paul Andersen) via roll call vote.

The Chair asked for a slight change in the agenda and moved straight into any other business.

8. Any Other Business

The Chair called for any other business.

The President stated that the COO had sent out daily schedules for next week in MN and they are still working on the agendas. The agendas will include 3rd quarter organizational reports. He then confirmed that two Trustees would be attending virtually.

9. GWG Update

The GWG Chair gave a summary of topics on which the GWG has worked. The GWG has final recommendations ready for term limits and board size but is working on two additional documents regarding the Nominations Committee and voting process. The GWG is meeting on Nov 8 and hopes to bring this to the Nov 17 meeting.

The Chair asked if the GWG could come to the November 5 meeting with any completed recommendations and then come with high-level bullets for the additional ones.

The Chair stated his appreciation for all the hard work by the committee members and staff, and he is excited to see many of the items coming to conclusion.

10. Adjournment

The Chair entertained a motion to adjourn at 5:41 p.m. ET. Peter Harrison moved to adjourn. The meeting adjourned with no objections.