Meeting of the ARIN Board of Trustees - 18 October 2023

San Diego, CA

 

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 (virtual)
  • Richard Jimmerson, Chief Operating Officer
  • Christian Johnson, Chief Information Security Officer
  • Brian Kirk, Chief Financial Officer
  • Steve Ryan, Legal Consultant
  • Therese Simcox, Sr. Executive Assistant (virtual)
  • John Sweeting, Chief Customer Officer

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

The Chair called the meeting to order at 3:19 pm PT. The Chair called for any conflicts of interest and both Ms. Carter and Ms. Morris stated they were running for re-election.

  • Approval of the Minutes. (Exhibit A)

  • Ombudsperson Update. (Exhibit M)

  • Customer Satisfaction Survey Summary. (Exhibit B)

It was moved by Peter Harrison, and seconded by Hank Kilmer, that:

“The ARIN Board of Trustees approves the consent agenda, as written.”

The Chair called for discussion. There were no comments.

The motion passed unanimously.

The Chair turned over the meeting to the COO and the CHRO to move forward with an agenda item from later in the meeting. The CHRO proceeded to introduce the Ombudsperson, Mr. Wade Hinton, along with the procedures set for the meeting. The President asked that the Board members and staff in attendance to introduce themselves to Mr. Hinton so he would be familiar with them. Mr. Hinton then introduced himself to the Board and provided an explanation as to what he will be doing and how it impacts ARIN. Ms. Morris followed up with how the use of an ombudsperson at NANOG has been helpful and how the few issues that have been brought forward were resolved through open conversation, which was beneficial. She asked about formal reporting back to ARIN and the Board. Mr. Hinton noted that a summary with recommendations would be provided following the event. Ms. Morris also noted that there is discussion at NANOG to categorize incidents for the future and should be something ARIN considers doing. She noted that it helps to measure success and be able to share information with the community.

3. ARIN Committee Reports.

  • Compensation Committee. The Committee Chair stated that there has not been a recent meeting, but items will be discussed today during the Executive Session.

  • Finance Committee. The Committee Chair noted that the Committee has met twice since the last Board meeting. She said that the Committee has reviewed the 2024 budget, which is coming to the full Board today, and discussed the IETF contribution which is also coming to the full Board today. She also stated that the Committee met today and reviewed the tax report, and discussed the audit proposal and agreed to use the same audit group for 2023 and send an RFP for 2024. The Finance Committee also reviewed its Charter and draft of its year-end report.

  • Governance Committee. Co-Chair Harrison noted that the Committee has met twice since the last Board meeting. He said that today’s discussion included the Board onboarding/offboarding process, discussion on self-assessments on Board members, and the previously reviewed ethics and code of conduct and Board job descriptions.

  • Mailing List AUP Committee. The Committee Chair stated that there was nothing to report. Mr. Harrison asked a question about a statement that appeared on the “general-members” mailing list. The CCO explained further that the “general members” mailing list specifically allows election-related conversation. He noted that all candidates get subscribed to that list so that they can communicate with general members.

  • Nominations Committee. The Committee Chair stated that there was nothing to report.

  • Risk & Cybersecurity Committee. The Committee Chair noted that the Committee has continued to meet monthly. The Committee regularly reviews ARIN’s risk register and cyber security posture. They have discussed succession planning for the Committee, planning for more strategic review of risks before the 2024 August Board meeting, and added the data center relocation to the Technical Debt report for tracking. The Committee received regular SOC 2 updates, reviewed the tabletop incident exercise, reviewed the risk register, and added a Caribbean outreach risk to the register.

    Ms. Carter asked if there will be further discussion with the Board about the tabletop incident exercise. The CISO noted that he received the exercise report from the facilitator and will provide it to the full Board after ARIN 52, noting it was generally favorable feedback. He will make the recording of the exercise available to those that were not able to attend and then provide the exercise report to the full Board.

    Mr. Harrison noted that the guidance from the Governance Committee is that the Chairs for the committees should have a one-year term on the Committee and noted that he has now done it for two years, and would like another Trustee to have the chance to be the Chair. The Board Chair noted that any Board member interested in running should reach out to him or Mr. Harrison to declare their interest.

    Mr. Seastrom asked the Board Chair about the document referenced by Mr. Harrison on succession planning of committees. The Chair noted that the document was not formalized but provides potentially useful guidelines. Both the Governance Co-Chairs noted that the Committee would look at reviewing and formalizing the document.

4. Board Job Descriptions

(Exhibits C, D, E, F)

The General Counsel noted that the Board referred the Board job descriptions to the Governance Committee to review. The Governance Committee reviewed them and felt that they were robust descriptions. They made slight editorial changes, but otherwise believed the descriptions were ready for the Board to consider adopting.

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

“The ARIN Board of Trustees adopts the revised Board Job Descriptions, as recommended by the ARIN Governance Committee.”

The motion passed unanimously.

5. ARIN 2024 Budget

(Exhibits G)

The President noted that this Budget has been reviewed and recommended by the Finance Committee. He noted that ARIN has taken to heart a revenue-expense balanced budget and ARIN is now in a stable situation. He stated the need to exercise cost control, hold headcount, and have on-going reviews of vendors and contracts.

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

“The ARIN Board of Trustees approves the ARIN 2024 Budget, as recommended by the ARIN Finance Committee.”

The Chair called for discussion. There were no comments.

The motion passed unanimously, via roll call vote.

The Finance Committee Chair thanked the CFO for all of his hard work. The President thanked the Finance Committee for their due diligence.

6. IETF Contribution.

(Exhibit H)

The President noted that in 2016, ARIN pledged $2M and contributed $1M to the Open Internet Endowment, while indicating that it would contribute the remainder in the future in coordination with other contributors. Since then, the IETF restructured itself and has become a distinct entity from the Internet Society; and the endowment has transferred to the IETF LLC and became the “IETF Endowment.” The Internet Society has agreed to match contributions to the IETF Endowment two for one, as noted by Mr. Jay Daley when he spoke to the Board in August, which makes ARIN fulfilling its pledge a timely matter.

There was a question of how the contribution would be reported and if reserves would be used. The President stated that it was included in the financials provided in 2024 budget presentation, but specific accounting would be subject to discussion with our auditors.

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

“The ARIN Board of Trustees approves the IETF Contribution, as recommended by the ARIN Finance Committee.”

The Chair called for discussion. There were no comments.

The motion passed unanimously, via roll call vote.

7. Revised Strategic Direction Statement for 2024.

(Exhibits I, J)

The President stated that during the August Board workshop there were a few items that needed updating in the Strategic Direction Statement. He briefed the Board on the slight changes that were made to reflect the directional update that the Board has recommended for the organization.

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

“The ARIN Board of Trustees adopts the revised Strategic Direction Statement, as presented.”

The Chair called for discussion. There were no comments.

The motion passed unanimously.

The Chair asked for a break at 4:29 pm PT. The Chair reconvened the meeting at 4:43 pm PT.

8. Proposed Annual RSP Fee Schedule Adjustment Plan.

The President noted that the memo included here is an informational item to show the Board the timeline for community consideration in 2024 of an update to the RSP fee schedule to include an automatic annual adjustment clause.

9. General Counsel Update

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

  • Introduction to Wade Hinton, ARIN Ombudsperson. Mr. Wade Hinton was introduced to the Board at the beginning of the meeting.

10. Open Action Item List.

(Exhibit L)

The Chair referred the Board to the document and to follow up if they had any questions.

11. Possible Teleconference Date for Year End Items.

The President noted that the Board may want to look at their calendars for a November teleconference to hold a Board business meeting. The Board agreed that they would prefer staff to send a Doodle Poll for this meeting.

  • Election Confirming Motion.
  • Any Policy Ratifications coming out of ARIN 52.

12. NRO NC Appointment (January 2024 – December 2026 term).

The President stated that the NRO Number Council has three members, 2 elected and 1 appointed and that this is the year for the appointment. There were 3 candidates.

It was moved by John Curran, and seconded by Tina Morris, that:

“The ARIN Board of Trustees appoints Kevin Blumberg to the NRO Number Council for the 2024-2026 Appointment Term.”

The Chair called for any questions. The CCO stated that the appointment would be announced via ARIN communication and then added to the ARIN website. It was also agreed that it would be announced at the ARIN 52 meeting tomorrow.

The motion passed unanimously.

13. Any Other Business.

The Chair bypassed this item due to lack of time.

14. Executive Session.

The Board entered an executive session at 5:51pm PT.

15. Adjournment.

The Chair called for adjournment at 6:15 pm PT. It was moved by Tina Morris, and seconded by Robert Seastrom to adjourn the meeting. The meeting adjourned with no objections.

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