Meeting of the ARIN Board of Trustees - 20 June 2022 [Archived]

Teleconference

 

Attendees

• Bill Sandiford, Chair

• Tina Morris, Vice Chair
• Bram Abramson, Trustee
• Nancy Carter, Treasurer
• John Curran, President & CEO
• Peter Harrison, Trustee
• Catherine Middleton, Trustee
• Paul Andersen, Past Chair

ARIN Staff

• Michael Abejuela, General Counsel, Secretary
• Alyssa Arceneaux, Executive Coordinator, Scribe
• Einar Bohlin, Vice President, Government
• Richard Jimmerson, COO
• Christian Johnson, Vice President, Information Security
• Brian Kirk, CFO
• Therese Simcox, Sr. Executive Assistant
• John Sweeting, CCO

1. Welcome, Agenda and Conflict of Interest Review

The Chair called the meeting to order at 1:02 pm ET. The presence of a quorum was noted, and no conflicts of interest were disclosed.

The Chair reviewed the agenda with the Board. There were no changes.

2. Approval of the Minutes

(Exhibit A)

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

‘The ARIN Board of Trustees approves the Minutes of May 16, 2022, as written.”

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

The motion carried with no objections.

3. ARIN Committee Reports

• Compensation Committee. The Chair stated that there was no new report since the last Board meeting.

• Governance Committee. The Governance Committee Chair noted that the Committee met a few weeks ago to finalize the election documents that will be presented later in this meeting. It was stated that the Committee meets later this week to put together their upcoming work schedule/calendar.

• Mailing List AUP Committee. The Committee Chair stated that the Committee met on June 2, reviewed the Charter, established a mailing list, and began working to create resources cataloguing past actions taken by this Committee and facilitating future Committee orientation and materials going forward.

  Ms. Morris noted that the AUP Chair was working with the Committee to define its responsibilities and that it was appreciated. The President noted that ARIN staff is in the process of moving forward with the action items from the most recent Committee meeting.

• Nominations Committee. The Committee Chair stated that the Committee reviewed the Guidance letter and Questionnaire and has been working with the AC on a formal guidance letter. He stated that he would like to share the Board’s guidance letter with the AC. The Committee has also been working on procedures for Third Party background checks. Lastly, he noted that the open call to the community for interest to serve on the Nomination Committee has produced 7 interested individuals and there likely will be no need to extend the call for volunteers.

• Risk and Cybersecurity Committee. . The Committee Chair noted that cyber insurance coverage has been reduced from AIG, but that ARIN did obtain a supplemental insurance policy for cyber coverage from Scottsdale at the beginning of this year. The Committee Chair noted that the Risk Register Format has been finalized and a Strategic Risk Review has been put together for the August Workshop.

  The Treasurer did ask a question regarding the reduction of cyber insurance coverage. The Committee Chair stated that AIG is only covering up to $5M at this point. The CFO and President said that the overall cost did increase. The Treasurer followed up asking about ARIN’s rating and could ARIN do additional work to help drive premiums down. The President stated that ARIN performed very well, and the COO described the rating process and questionnaire. The Chair confirmed the COO’s report as matching the briefing he received from our broker. The CFO followed up with a breakdown of how the money is being spent across the two policies. The VP of Cybersecurity noted that ARIN is continuing forward with the SOC 2 certification process, which will help ARIN with insurance premiums and more importantly, the security of our processes being certified.

• Finance Committee. The Committee Chair stated that the Committee does not meet until early July but in the meantime, work is being done on the Form 990. The Form 990 will be discussed in that meeting along with the IETF endowment and the special projects process.

4. Board of Trustees 2022 Guidance Letter and Nominee Questionnaire.

(Exhibits B, C)

The Governance Chair noted that the one change that was circulated on the day of the meeting provides clarity to the NomCom on the Priorities section of the letter. She noted that this letter will be used as guidance for the qualification process. The Governance Chair then moved to the questionnaire and stated that the updated version cleaned up wording used in previous years with additions to ensure that the Nomination Committee has the information it needs to qualify candidates according to the new process. She reminded all that the Nomination Committee cannot change the board approved questions but can add to them if they would like.

It was moved by Catherine Middleton, and seconded by John Curran; that:

‘The ARIN Board of Trustees, based upon the recommendation of the ARIN Governance Committee, adopts the Board Guidance Letter and Board Nominee Questionnaire as revised and presented.”

The Chair asked for discussion. The Chair noted all the Committee’s hard work on getting these two documents together.

The motion carried unanimously.

5. ARIN Policy Ratifications.

• ARIN Recommended Draft Policy ARIN-2021-3: Private AS Number and Unique Routing Policy Clarifications. (Exhibits D, E, F) The President stated that this specific edit was for the purpose of clarifying language and prohibiting further confusion. He noted that the wording was changed in multiple sections with staff and legal acceptance. The President also stated that this policy ratification went in front of ARIN 49.

  It was moved by John Curran, and seconded by Tina Morris, 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 ARIN Recommended Draft Policy ARIN-2021-3: Private AS Number and Unique Routing Policy Clarifications.”

  The Chair called for discussion. There were no comments.

  The motion carried unanimously, via roll call vote.

• ARIN Recommended Draft Policy ARIN-2021-4: Clarifications to Sections 6.5.2.1, 8.3, 8.4, and 8.5.6. (Exhibits G, H, I) The President stated these effect a change to the Number Resource Policy.

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

  “The ARIN Board of Trustees, based upon the recommendation of the ARIN Advisory Council, and nothing that the ARIN Policy Development Process has been followed, adopts ARIN Recommended Draft Policy ARIN-2021-4: Clarifications to Sections 6.5.2.1, 8.3, 8.4, and 8.5.6.”

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

  The motion carried unanimously, via roll call vote.

6. 2022 Q1 Financial Statements and 2022 Q1 Investment Results

(Exhibits J, K)

The CFO presented first quarter financials for ARIN and noted that things were going well. Total revenues were $5.7M and $90K ahead of budget. Operating expenses were also $5.7M during Q1, which is ~$360K below budget. Salaries and benefit expenses are driving the favorable variance. The CFO noted the large increase in accounts receivable, and explained the increase is driven by 1) price increases resulting in increased billings and 2) a few high dollar accounts that were delinquent. The CFO noted ARIN was monitoring delinquencies, but there does not seem to be a problem. The CFO reminded the Board that ARIN’s revenue recognition policy is different that the amount billed each month. This difference is driving the increase in deferred revenue.

The CFO then presented the investment activity for ARIN in Q1. He stated that the Q1 ending balance for the Long-Term Reserve fund was $30.1M, a loss of $1.4M or -4.45%. He commented that only two investments performed worse that their indices. He noted that market losses continue and ARIN’s current YTD loss is just under a 13% loss. He noted that although significant, this is not horrible compared to the overall market losses or the target portfolio. He continued by saying the review of ARIN’s risk-reward position done last year has helped keep losses less than the overall market losses. Asset class allocations are still in alignment with the investment policy statement and there is not a current need to change any of the investments at this moment.

Mr. Harrison asked about a specific hedge fund. The CFO noted it is listed as Alternative Fund in the report and noted that it did help to offset some of the Q1 investment losses.

The President stated his appreciation to the FinCom and their work on the risk-reward allocation last year which turned out to be a very timely reassessment.

7. Revised RSA/LRSA Discussion.

(Exhibits L, M, N)

The President and General Counsel hosted an attorney-client privileged discussion on potential changes to the RSA and LRSA.

8. ARIN Constituencies Memo.

(Exhibit O)

The President presented a memo on the various aspects of the “ARIN Community”. Mr. Harrison noted that this work was quite important. He stated that specifically in the Governance Committee, there have been discussions on how the ARIN Community is impacted/affected but it has never been clear who is being impacted/affected.

The Chair noted the time constraint and asked the President to run quickly through the important remaining items.

9. 2FA Consultation Update.

The President will send a draft to the Board regarding the consultation closure and noted it appeared that everyone is general agreement about the desirability of two-factor authentication but that there are some questions about how aggressive to be in promoting more advanced 2FA requirements than just SMS. The President noted that SMS was acknowledged as far superior to just plain-text authentication and seems like the most agreed upon and logical use-case for many users – so long as we have stronger alternatives (TOTP) for those who prefer it.

10. General Re-Opening of ARIN Office.

The President stated the office is re-opening on July 18 and work schedules for all positions have been re-evaluated to fit our new hybrid work environment. There has been one formal complaint from staff about their hybrid work schedule and the President and executives have responded in kind.

11. General Counsel Update.

This item to be discussed at the Board’s next regularly scheduled meeting.

12. Open Action Item List.

This item to be discussed at the Board’s next regularly scheduled meeting.

13. Adjournment.

The Chair entertained a motion to adjourn at 3:00 pm ET. John Curran moved to adjourn, seconded by Bram Abramson. The motion carried with no objections.