Meeting of the ARIN Board of Trustees - 16 April 2023

Tampa, Florida

 

Attendees

• Bill Sandiford, Chair
• Tina Morris, Vice Chair
• Nancy Carter, Treasurer
• John Curran, President & CEO
• Peter Harrison, Trustee
• Hank Kilmer, Trustee
• Robert Seastrom, Trustee

ARIN Staff

• Michael Abejuela, General Counsel, Secretary
• Erin Alligood, Chief Human Resources Officer
• Alyssa Arceneaux, Executive Coordinator, Scribe
• Einar Bohlin, Vice President, Government Affairs
• Richard Jimmerson, Chief Operating Officer
• Christian Johnson, Vice President, Information Security
• Brian Kirk, Chief Financial Officer
• Steve Ryan, Counsel
• Therese Simcox, Sr. Executive Assistant
• John Sweeting, Chief Customer Officer

1. Welcome, Agenda, and Conflict of Interest Review.

The Chair welcomed all Trustees and called the meeting to order at 2:05 p.m. ET. He called for any comments on the agenda and asked for any conflicts of interest disclosures. There were no comments and no disclosures reported.

2. Consent Agenda.

• Approval of the Minutes Exhibit A

It was moved by John Curran, and seconded by Hank Kilmer, that:

“The ARIN Board of Trustees approves the minutes of 30 January 2023, as written.”

The motion passed unanimously.

The Chair moved agenda item 18, General Counsel update, to be discussed before Committee Reports.

18. General Counsel Update.

The General Counsel provided an attorney-client privileged update on legal matters to the Board.

3. ARIN Committee Reports.

• Compensation Committee. The Committee Chair had no new update.

• Finance Committee. The Committee Chair noted that the Committee has been relatively busy discussing 2022 Financial Reports and the 2022 Audit Report (new disclosures), Investment Policy Statement, and continuing to work with Fiducient on ARIN investments. There has been a slight increase in the investment portfolio in 2023.

• Governance Committee. (Exhibits B, C) Committee Co-Chair Carter stated that the Committee met earlier in the day in conjunction with having regularly scheduled meetings. The Committee has discussed the 2022 Board self-assessment and will include many of the issues that were idenitified as part of the Committee’s workplan. The Committee will be rolling out the skills matrix. The skills matrix will come via email from the President to the Board. The the skills matrix will feed into the Board guidance letter for the Nomination process.

  The General Counsel noted that there was at least one Board member who strongly disagrees with the conflict of interest’s disclosure/process. He stated that any Board member can always use the whistleblower hotline, speak with the General Counsel, or speak with the President directly if they feel that there is a conflict.

  Co-Chair Harrison stated that the Board held a teleconference with Dr. Santucci, ARIN’s expert consultant regarding Single Transferable Vote (STV). Dr. Santucci provided voting system alternatives other than STV that are likely more suitable to ARIN: these alternatives include concepts such as shorter term limits (5/4 2-year cycle) or voting minus 1 candidate. It was agreed after this call that the ARIN Board would table the STV conversation and investigate these other possible options.

• Mailing List AUP Committee. The Committee Chair stated there were no issues to report.

• Nominations Committee. The Chair noted that the vacancy of the Committee Chair needs to be filled and that action would take place during the next agenda item.

• Risk & Cybersecurity Committee. The Committee Chair noted that the Committee has been very active over the first quarter of 2023. The Committee has been going over the Risk Register and taking a deep dive into 5 to 6 risk areas that will be presented to the Board in August. Ms. Carter asked the Committee Chair for a regular update on the Risk Register to the full Board.

4. Appointment of Board Members to Committees.

The Chair stated that vacancies on committees that have been left by Mr. Abramson’s departure need to be filled.

It was moved by John Curran, and seconded by RS, that:

“The ARIN Board of Trustees appoints Nancy Carter and Peter Harrison as Co-Chairs to the ARIN 2023 Governance Committee.”

The motion carried unanimously.

It was moved by John Curran, and seconded by Hank Kilmer, that:

“The ARIN Board of Trustees appoints Peter Harrison, as Chair to the ARIN 2023 Nomination Committee.”

The motion carried unanimously.

It was moved by John Curran, and seconded by RS, that:

“The ARIN Board of Trustees appoints Tina Morris as a member to the ARIN 2023 Risk & Cybersecurity Committee.”

The motion carried unanimously.

The Chair called for a break at 3:12 pm ET. The Board meeting reconvened at 3:22 pm ET.

5. ARIN Quarterly Reports Review.

(Exhibit D, E)

• Q1 Activity Report. The President noted the highlights of the report: completion of SOC 2 Type 1 certification, SOC 2 Type 2 in progress, and 2 factor authentication has been rolled out.
• Q1 Management Report. The President highlighted that ARIN is ready to roll out the new Policy Development Process. It will be rolled out right after the ARIN Public Policy meeting to cause less confusion and allow for a clean implementation between policy cycles.

6. Presentation of the ARIN 2022 Audit Report.

(Exhibit F, G).

The Finance Committee Chair noted that ARIN’s auditors, BDO, walked the Finance Committee through both the report and the financial statements and there were no issues of concern.

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

“The ARIN Board of Trustees hereby accepts the 2022 Auditors Report and 2022 Audited Financial Statements, as presented by the ARIN Finance Committee.”

The motion passed unanimously, via roll call vote.

The CFO did state that this was the 3rd year that BDO performed ARIN’s annual financial audit. He added that BDO has a great grasp on the technical aspects of the ARIN organization and that he both recognizes and appreciates their hard work. Ms. Carter also noted her appreciation of a consistent team, which helps for a smooth process.

7. Update to Investment Policy Statement (IPS).

(Exhibit H, I)

The Finance Committee Chair stated that changes were made to the allocation table, based on information from Fiducient, that maintained the low-risk position but increased the invested return. Mr. Harrison stated he was curious about the decrease in international investments, and asked if there were any specific concerns that lead to that proposed change. The CFO noted there were none oh which he was aware, noting that Fiducient does extensive research to assure the best outcomes.

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

“The ARIN Board of Trustees approves the changes to the Investment Policy Statement, presented by the ARIN Finance Committee.”

The motion passed unanimously, via roll call vote.

8. 2023 National Cybersecurity Strategy Discussion.

(Exhibit J)

The President stated that the U.S. Government rolled out their National Cybersecurity Strategy plan. The President said this specifically affected ARIN in pillar 4 of the document, invest in a resilient future. It says that in order to secure cyber space, the U.S. Government needs to make the Internet more robust and strategically secure the foundation of the Internet. Both RPKI and IPv6 are elements of the strategy plan. The President noted that many different parts of the U.S. Federal Government have been reaching out because they are in the process of developing an implementation plan for the new cybersecurity strategy.

9. 2022 Election Report.

(Exhibit K)

The CCO stated that the ARIN 2022 elections went smoothly with very few issues. He noted that out of the recommendations, revising the NRO NC procedures document to align with the ARIN Election Process document will take the most time. However, ARIN has until 2024, so the task should be completed if the work begins now. The Chair thought it should be noted that the number of eligible members dropped.

The CCO noted that all election timelines were met and once the initial slate was posted, there was no petition process, with a 70-day review process, and a final slate posted. Once the final slate was posted, there was a small issue with one link to a statement of support, but it was the only issue with ARIN’s new vendor, eBallot. eBallot will be used again in this year’s election. A question was asked if the links would be on the ballot. The President suggested that all extraneous information should be removed from the ballot and placed in another location so as not to provide any confusion that could lead to a ballot being thrown out. The Board discussed the importance of having the statement of support link on the ballot and agreed that the candidate rating would be on the ballot but not the links to statements of support.

Next, the CCO noted that there was a difference in voting by day (specifically on day 5 there was an increase, and it was the highest turnout day, which was different from past elections). The increased voting activity corresponded with reminders that went out to voting contacts that had not yet cast their ballots. Lastly, he stated that the costs will be less this year as less development is needed this year than was needed in 2022.

The President asked if the Board would like a candidate forum but stated that there is no requirement to have one; however, members have stated that they like hearing from the candidates. Ms. Morris noted that it could be problematic to hold a candidate forum with an open number slate, particularly in light of past practice of funding candidate travel. There was a robust discussion on what type of candidate presentations could be done – pre-record, present in person, Q&A, or just statements. The President thinks the best scenario would be to have pre-recorded answers to a common set of questions and for that to be displayed to the October meeting audience. The Board opted for pre-recorded statements from the candidates.

Next, the CCO presented that each year ARIN has had requests to change the voting contact after the initial cut off at 45 days prior to voting opening. A discussion took place on whether this is enough time and the possibility of adding a backup contact. The Board discussed the matter, and decided that changing the voting contact for a general member be allowed but with a final cut off at 7 days prior to the start of the election period, following a process to be developed.

It was decided that the voting contacts of all members of eligible voting organizations would be reminded via email that they are the voting contact for their organization when the list of general members voting is set at 45 days out. ARIN staff is to come up with a recommendation regarding voting contact changes when the team presents this year’s election procedures.

10. 2023 Election Calendar.

(Exhibit L)

The CCO stated that there is nothing new on the election calendar, with one exception, an extension for the cut-off date for voting contacts. The President noted that petitions still show in the election calendar. This is the public calendar, but for the internal calendar, the Nomination Committee will need to know the slate before the public.

11. 2023 Election Process Document.

(Exhibit M)

The CCO asked the General Counsel to provide a summary of the election process document. The General Counsel explained that it was similar to the documents in the past. He stated that the Governance Committee discussed that there should be a list of nominees published at the close of the nomination period and that these would be publicly disclosed. It does not mean that these nominees all make it to the slate. This would solve the “black box” problem expressed by the membership, and allow the community to provide input into the nominee assessment stage. It is not included in the process document today, but it will be updated per the Board’s direction.

It was noted that the third-party vendor will do the interviews and assign the qualifications published as-is without modification, certifying the initial slate. This led the General Counsel to discuss the next agenda item, 2023 Nomination Committee Charter.

12. 2023 Nomination Committee Charter.

(Exhibits N, O)

The General Counsel noted that the principles are the same, but many updates were made, per the changes requested by the Board in their last meeting. The notable change is using the third-party vendor (Boyden) to assign the qualifications for the Board and the AC candidates, this would eliminate the possibility of insider bias. The Nomination Committee would purely become a recruiting body. Boyden would get the final say using the guidance letters by the Board, along with rules of engagement which would include community input. A discussion ensued about Boyden taking on “investigating,” listening, and determining, to give their view of a rating.

The Chair stated he would like to, with Board member agreement, put more thought into the Nomination Committee Charter before approving. It was noted by the President that this needs to be approved by the Board by May 1 to proceed with elections.

13. Updated Volunteer Travel Policy.

(Exhibit P, Q, R)

The CHRO noted that there are currently three separate travel policies for the separate volunteer groups (AC, Board, and NRO NC) and ARIN is looking to combine these into one travel policy. She went through the proposed major changes to the policy. She noted that an ARIN volunteer could still receive an airfare quote, though this policy would no longer make it necessary. She stated that most of the changes are in favor of the volunteer, such as removing the requirement to write to the Board if expense reports were over 120 days past due.

Ms. Morris asked a question about the communicable diseases statement found under the Fit for ARIN Travel policy. The CHRO noted that the policy does state that if the individual’s doctor clears the individual for travel, then the volunteer would be fit to travel under the policy.

Ms. Carter asked about the word ‘elected’ as there are NRO volunteers who are not elected. ARIN staff agreed that it was an easy edit and would remove the word. The Chair noted his concern around the language, Premium Economy, which means something very differently for Air Canada specifically. Premium Economy with Air Canada can increase the airfare significantly.

The President noted that ARIN is looking to allow the volunteers to book directly through Concur Travel, which would have built-in policies. The Chair agreed with the overhaul and combining of the travel policies but believed there is still some work that needed to be done. The President agreed to research possible changes to the policy regarding domestic/international flights over lengths of time along with requesting/requiring airfare quotes.

14. Integration of Ombudsperson into ARIN Public Policy Meetings.

(Exhibit S)

The CHRO stated that ARIN is in the process of obtaining quotes from vendors for an Ombudsperson and will be selecting a vendor within the next month. The selected Ombudsperson will be on site for the October ARIN 52 meeting in San Diego.

15. Updated ARIN Succession Planning Document.

(Exhibit T)

The President reviewed the updated Succession Planning Document and noted that this is the first phase of ARIN’s Succession Plan. The second phase will be shared with the Board later in the year. The President also stated that this is an internal document used to show the responsibilities that would move to the primary successor and then to the backup successor. The CHRO shared that this plan is used to ensure that ARIN’s key roles have the appropriate continuity should the designated area leader be out of the office or unavailable. The second phase of the Succession Plan will include more details on the necessary job skills, cross-training, and professional development for the successors.

16. Trusted Facilitator Program.

(Exhibit U)

The President stated that ARIN has a list of facilitators that may not be suitable for the task, therefore ARIN is revising the program and will identify participants as “trusted facilitators.” The CCO went through the qualifications that ARIN will use to determine if a facilitator meets the requirements for a trusted facilitator designation. This process would also include an annual fee. There was a discussion among the Board members that the annual fee was too small. The President noted that this fee covers the cost of qualification and is not a way to seek revenue, but that ARIN would look to increase the fee in Phase 2 of the program based on the number of transactions. It was noted that there is a code of conduct included in the program. This code of conduct would need to be met for them to appear on the trusted list. Ms. Morris asked about the difficulty in verifying background checks by third parties and the difficulty of proving insurance. Both Mr. Seastrom and the CCO assured Ms. Morris that neither task was a difficulty nor are a standard practice in business.

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

“The ARIN Board of Trustees approves the Trusted Facilitator Program, and associated fees, as presented.”

The motion passed unanimously.

Ms. Morris also asked that if there would be an easy way to report bad behavior and how lenient would ARIN be on punishment and going after other facilitators. The President assured Ms. Morris that there would be an email set up for reporting purposes and that if any trusted facilitator could be shown to not meet the requisite qualifications, then they would be suspended or removed from the list.

17. Update on Number Resource Organization Activities.

The President stated that the stabilization of AFRINIC is the main focus and that it is going poorly. The other activity on which the NRO is working is to hire program managers to manage three cross-RIR programs: RPKI, cybersecurity and government engagement. This process is underway across all regions. The RIR’s are posting the jobs and will take the candidates from wherever they are located.

19. Preview of Summer Board Workshop Topics.

The President stated that he would send an email with the list of topics to be discussed in August and would be asking the Board for feedback on these topics in the coming weeks.

20. Open Action Item List.

(Exhibit V)

The Chair noted that there were no changes to the open action item list.

21. Any Other Business.

• Updated IPS and Line of Credit. The Treasurer stated that the Finance Committee looked at the Investment Policy Statement (IPS) for a second time during the Finance Committee meeting held earlier today and are recommending additional updates to the document. The updates would allow for more leeway administratively, approving the movement of funds and transactions by the President and CFO (guided by the investment advisor or the bank’s guard rails). The CFO also presented a change to treasury management, adding a line of credit to the Finance Committee, which was approved.

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

  “The ARIN Board of Trustees approves the amended Investment Policy Statement, and that a line of credit be established by ARIN.”

  The motion was approved unanimously, via roll call vote.

• Nomination Committee Charter. Mr. Harrison asked about next steps to approve the Charter. The Chair noted that he and other Board members have requested time to consider the Charter presented.

22. Executive Session.

The Board entered an executive session at 5:47 p.m. ET.

22. Adjournment.

The Chair called for a motion to adjourn. It was moved by Hank Kilmer, and Rob Seastrom seconded, that the meeting adjourn at 6:30 p.m. ET.