Meeting of the ARIN Board of Trustees - 19 August 2024

Broomfield, Colorado

Attendees

• Bill Sandiford, Chair
• Tina Morris, Vice Chair
• Dan Alexander, Board Trustee
• Nancy Carter, Treasurer
• John Curran, President & CEO
• Peter Harrison, Board Trustee
• Hank Kilmer, Board Trustee
• Robert Seastrom (RS), Board Trustee
• Chris Tacit, Board Trustee

ARIN Staff

• Michael Abejuela, General Counsel, Secretary
• Erin Alligood, Chief Human Resources Officer
• Alyssa Arceneaux, Exec. Coordinator, Scribe
• Einar Bohlin, VP, Government Affairs
• Richard Jimmerson, COO
• Christian Johnson, CISO
• Brian Kirk, CFO
• Therese Simcox, Sr. Executive Assistant (virtual)
• John Sweeting, CXO

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

The Chair called the meeting to order at 9:06 am MT.

2. Consent Agenda.

• Approval of the 3 June 2024 Minutes. (Exhibit A)

• Q2 2024 Reports. (Exhibits B, C, D, E)
  As already emailed to the Board on 1 August 2024.

• ARIN Workforce Model Project Update. (Exhibit F)

• Succession Planning Update. (Exhibits G, H)

• Business Continuity Planning Update. (Exhibit I)

• Diversity, Equity, and Inclusion (DEI) Update. (Exhibit J)

• Environmental, Social, and Governance (ESG) Update. (Exhibit K)

• Internal and External Services Retirement Update. (Exhibit L)

• Caribbean Engagement Plan with Technical Capacity and Strengthen Infrastructure Update. (Exhibit M)

• Ombudsperson Report from ARIN 53 and Memo. (Exhibits N, O)

It was moved by Chris Tacit, and seconded by John Curran, that:

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

The consent agenda was approved.

3. Succession Planning Update.

(Exhibits G, H)

The CHRO noted that the succession plan has been updated to include a testing section. This section which was recently exercised when the COO took a sabbatical leave in April 2024. Feedback and lessons learned was gathered from each of the executives and overall, it was a successful test of the plan. ARIN has assigned each department’s directors to draft their individual Standard Operating Procedures (SOP). Most of these documents have been completed to date and will be considered living documents from here forward.

Mr. Alexander asked who the key individuals are maintaining SOPs. The CHRO stated that the area leaders are listed at the end of the succession plan with their respective primary back-up individuals and ARIN HR will maintain the latest documents.

The Chair asked for the main takeaway from the testing of the plan; and the CHRO noted that the most useful takeaway was the documenting of the SOP’s and having these readily available should any area leader take extended leave or exit the organization.

The President added that the key takeaway for him was the execution of the actual plan and identifying gaps, such as workflows not previously understood at the time. There is now a consideration for other executives to take similar leave. Mr. Tacit asked if there is a plan to do this. The President stated that there is not a formal plan, and would be a more organic process, as it is tied into ARIN’s sabbatical leave program/policy which is primarily a voluntary program by design. Mr. Tacit followed up with asking the President about him taking this leave and the President said he does plan on taking it in the next 2 years in order to facilitate further succession testing.

Ms. Morris asked how the President and CEO’s leave would be handled, considering that the CEO is not deeply involved in day-to-day operations and has no true backup on ARIN’s direction and strategy. The President noted that he would need to be judicious with the timing, with consideration to the full breadth of responsibilities and determining how those would be handled. The peak periods for workload are going into January and preparing for the August Board meeting, otherwise there are others at ARIN that could be leaned on for more routine matters such as committee support, our external and strategic relations, and various internal processes that require his approval.

Mr. Kilmer asked the COO about how he felt the sabbatical went for him personally. The COO stated that he did not feel overwhelmed when returning and felt that everything had been handled during his absence. The President noted how pleased the COO was with the process.

Ms. Carter stated that this testing of the plan is terrific but feels that it is not a true succession plan, but more a management continuity/backup plan, and these words are even noted in the document. The President stated it is more of a Management Continuity Plan, and it was agreed that the name of the document would be changed.

4. Business Continuity Planning Update.

(Exhibit I)

Ms. Carter was pleased with the document, but when reading through it wondered how one would access department-level policies. The CISO noted that they are maintained by the respective department, though some may not be documented in a word or PowerPoint but rather as rules or a checklist in a system where they apply. Mr. Kilmer said that the policies should be documented. The CISO noted that he will look into it.

5. Diversity, Equity, and Inclusion (DEI) Update.

(Exhibit J)

The CHRO provided an update on ARIN’s DEI efforts to include the planned EEO-1 filing, ombudsperson addition, regular review of the Participants Expected Standards of Behavior, the possibility of merging ARIN’s Acceptable Use Policies (AUP) into the Standards and plans to evaluate implementing a uniform Code of Conduct for all volunteers. This draft Volunteer Code of Conduct policy would likely be ready for the Board’s review in January 2025. She also provided an update on the DEI project with ARIN’s Third-party vendor that has taken place over the last year, noting that the memo contained an overview of the recommendations that ARIN will be implementing for the rest of 2024 and moving into 2025. The CHRO recognizes that this is a sensitive topic. She noted the recent guidance from the leading U.S. HR organization, Society for Human Resources Management (SHRM), where SHRM has shifted their guidance to Inclusion and Diversity (I&D), while incorporating Equity into Inclusion. With this in mind, ARIN will navigate this area very carefully by following best practices while adhering to the latest legal compliance requirements on this topic going forward.

Ms. Carter noted that the link provided is very useful and very informational. She supports the idea of a Board workshop on this topic. The CHRO explained that the proposed plan forward is a baseline with a staged approach beginning with management training to ensure they are equipped with the necessary tools to assist ARIN employees on this topic. The second stage is addressing inclusion in the ARIN value statements, which will be a companywide effort, involving the full staff with a facilitator. Lastly, ARIN is mindful of finding the right facilitator to do these exercises and trainings. The value statements are tied to ARIN’s review system and the daily work of the ARIN employees. ARIN staff would like to move forward with Board training and will need to determine the best timing based on scheduling and securing a facilitator. The CHRO also stated ARIN will be focusing on finding the best fit for the needs of the organization with regard to training.

Mr. Kilmer asked how soon the training would roll out. The CHRO noted that managers would receive training by the end of this year. The value statement exercise would be completed by the end of Q1 2025; and then there would be a roll out of training to the rest of ARIN staff in mid-2025. Ms. Morris noted the importance of the company leadership needing to take the training seriously to make it work. She also noted one suggestion of someone being tasked with calling out biases during meetings and where there is needed consensus.

Mr. Tacit asked if the training and workshop would be a one-time training. The CHRO noted that ARIN intends for the training to be more interactive and not online; and the goal is for the training to be repeated annually. The CHRO further noted that the Board, the Advisory Council, and other volunteer groups would be included in the DEI trainings. Mr. Tacit asked about the communication regarding inclusion especially with the hybrid workforce. The CHRO noted that given the importance of in-person interactions even in a hybrid environment, the management team plans on doing more in-person events/meetings for all staff. The President stated that ARIN now has an online Learning Management System (LMS) to keep up with incremental trainings (IT security practices is the most recent example) but understands the importance of in-person. It is a balancing act especially with the financial expense. The President felt that the Third-party vendor’s findings were very enlightening, specifically that in a hybrid model, ARIN risks siloing employees as a result of less cross departmental interaction. The President noted the need for more cross departmental events and in-person events. The CHRO said that there are very strong intra-departmental and staff connections, but there is always room for improvement. The main takeaway is to keep the focus and spread across the company.

Mr. Seastrom salutes the team for trying to be better year over year as some employers provide the same information each year, which becomes monotonous. It is important to have DEI training and harassment prevention training consistently and would advocate aligning the trainings.

6. Environmental, Social, and Governance (ESG) Update.

(Exhibit K)

Ms. Carter was excited by the ESG update and the way ARIN is doing this. She also asked about including this information into the quarterly Activity Report. This would be a way to show the actual data and how it is working. She also noted the ARIN staff should get involved as they may have some good input on ideas related to this topic.

Mr. Tacit followed up on the governance aspect and asked if the transparency of the Board is sufficient? Ms. Morris wanted to note that in the past when she has pushed community members if they knew about reports and minutes posted to the website and the constant answer was no. So, it may be more about educating the community. The President stated that the more transparency that ARIN provides the better, but that can be challenging to put the Board materials in front of the community in a useful manner, especially with some being part of strategic discussions. Transparency is fairly straightforward, but openness to participation in governance is harder and will need the Board’s guidance as to the appropriate degree of openness to community participation that will help them with making informed decisions. The President went on to highlight the difference between ARIN’s Policy Development Process (PDP) and the Board’s fiduciary duty of care in the governance of ARIN.

Mr. Harrison wanted to follow up on metrics regarding the Caribbean engagement. He was pleased with the expanded Caribbean engagement but noted that there were no metrics or budgeting numbers reflected.

7. ARIN Committee Reports.

• Compensation Committee. The Compensation Committee Chair said that the committee would be meet and discuss during the Executive Session.

• Finance Committee. (Exhibit P) The Finance Committee Chair reported that the committee has been meeting regularly and has been working with the CFO on the operating reserve target, the 990 and 990T, and establishing a long-term financial strategy for ARIN. She appreciates all the help from the committee members.

• Governance Committee. (Exhibit Q) The Governance Committee Co-Chair Carter reported that the committee has worked on a bunch of items to prepare for the upcoming elections. The committee has also been working on committee leadership and noted that the updated charter develops the leadership positions within the committee further. It is hoped that other committees will take on these changes to be included in their charters.

  • Updated Governance Committee Charter. (Exhibits R, S) The Committee Co-Chair walked through the redline document showing the changes made, which reflect leadership roles.

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

    “The ARIN Board of Trustees approves the Governance Committee Charter, as presented.”

    The motion carried.

    The President noted that these changes on the Governance Committee charter would be added to the other committee charters for January adoption along with any other changes that the committees may find.

• Mailing List AUP Committee. The Mailing List AUP committee Chair stated that there is nothing to report as there have been no mailing list issues. The President stated that we are looking at updates to the Participants Expected Standard of Behavior policy to include the Mailing List AUP, so this committee may end up being duplicative.

• Nominations Committee. The Nomination Committee Charter noted that development of the slate is in process. Ms. Morris and the committee Chair are discussing potential issues they have found with the new process, but nothing ready to be presented to the Board. Ms. Morris noted that this is the first test of the 3rd party receiving data points from the public regarding nominees and it would be good to follow up on that aspect.

• Risk & Cybersecurity Committee. The Risk and Cybersecurity committee has been adding a few items to the risk register. In addition, it was noted that the committee plans to have a periodic review of the risk register as a full Board twice yearly before the April and October meetings. Mr. Alexander stated that back in April, there was a conversation about a takeover risk and did anything come from that. The President stated that a memo is in draft and will come to the Board in October.

8. ARIN 2023 Form 990 and 990T Filing.

(Exhibits Z, AA)

The CFO said that the 2023 990 and 990T have been completed. He noted that the 990 and 990T were reconciled to the audited financial statements and that the team reviewed in detail a number of questions about the organization in the first parts of the 990 to ensure they are answered correctly. He stated that there was one question that caught the attention of the team this year. It was a governance question specifically asking about documenting certain committee meetings. The President noted that there is a question about the transparency and openness of the Board committee minutes. The President indicated that ARIN will be reviewing the charters for each board committee to determine if the committee acts with delegated authority in some manner and thus formal meeting minutes would be required. The CFO stated that the Finance Committee has reviewed the 990 and 990T and looks to the full Board to approve them and authorize the President to file them. There was another question about the number of voting members of the Board. The CFO noted that there were two parts of the 990 that ask questions about the number of board members, each with different context.

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

“The ARIN Board of Trustees, based on the recommendation from the ARIN Finance Committee and having reviewed ARIN’s 2023 IRS Form 990 and Form 990T, accepts these forms and directs the President to file them with the IRS.”

The motion carried unanimously, via roll call vote.

The Chair called for a break at 10:30 am MT; and reconvened the meeting at 10:50 am MT.

9. Long-term Financial Strategy.

• 2025 Fees and Consultation Results. (Exhibits T, U, V) The CFO noted there are several different elements to a long-term financial strategy and both a reserves target and pricing are important facets. The CXO stated that a 30-day consultation on fee adjustment strategy was conducted under the President and CEO’s signature. He also noted that there were not a lot of comments against or for but rather questions about the percentage of a fee increase. The results were published in May and the next steps were to bring them back to the Board. The community was not clear on the best path forward, but made plain that they would want advance notice of changes for budgeting purposes.

  Ms. Carter asked what percentage of all customers are represented by the handful of people that commented. The CFO noted that ARIN sends out 27,000 invoices a year, so the number is immaterial. The President noted that we often have to deal with low participation. Ms. Morris stated that when the community is happy there is not much communication so with the relative lack of comments would point to the community being mostly accepting. The CXO noted that the Customer Experience team receives very few complaints about the actual cost, it is more just questions about what the cost covers.

  Mr. Alexander stated that he is against the fee schedule proposal to permit annual price increases up to five percent, noting it shifts the incentives of the Board. He has a concern with the Board having an easier time raising fees without going to the community first. He believes no future Board will reverse this ability, and that it also shifts incentives away from reducing costs. The President stated that with tight controls over expenses, budgeted spending can possibly be held to a 3% increase per year; and over time, spending will come into alignment with operating revenue – so as long as the Board holds to the goal of operating cost equaling operating revenue, there will be very strong incentives to manage costs accordingly.

  The President noted that the reserves are part of the conversation and there is a major project that the President is asking the Board to fund using reserves. This is for strategic purposes, as raised by the Risk committee, and it is the moving out of the Chantilly (HQ) Data Center. It was agreed to pick up discussion of the fees after the remainder of the financial strategy presentation.

• Data Center Move Update. (Exhibit W) The COO stated this is just one of the asks that will be part of the longer-term conversation on the long-term financial strategy. He noted that the planning for this move is one of the management objectives, and it is on track if not early. He noted that the planning is done, and staff is ready to execute at the beginning of 2025. He noted that moving old equipment would not be a good use of funds, so a large portion of the cost budgeted will go towards new capital, which will also lessen costs of transition.

  Mr. Alexander asked about the gear left behind as there is a cost for disposal. The COO noted that there will not be a lot of use from old equipment, and it will not be good for resell. Mr. Harrison asked if it would be a single purpose data center. The COO stated we are seeking a multi-tenant datacenter property. Ms. Morris asked if the services hosted internally by ARIN now will be moving, and it was determined that we did not go into a cloud management system. The COO stated that while not currently feasible, it may be possible in the future. He also stated that ARIN is watching other RIRs, as two of the RIRs have done this. Mr. Seastrom noted that the cloud methodologies are as important as the physical locations. Ms. Morris asked about all-inclusive costs (i.e. power and AC) and how that affects budgeting. All costs are built into the budgeted numbers for the move and that we have confidence we can do the move at or under budget. Mr. Kilmer summarized that the budgeted number is a worst-case scenario number, and we will not see that actual numbers until much later. Mr. Kilmer asked about pricing structure and the President stated that a place has not yet been picked and all options were on the table at this moment. It was stated that there is a cost line for professional services which would include vendors that help find a new data center location, movers, and data center management. There was a discussion about using a third-party vendor to help find a new data center location as some data center brokers may receive backend compensation that limits vendor discounting to ARIN; Board members asked for ARIN to consider tradeoffs in using a broker as going direct may allow for better vendor discounting.

  It was moved by John Curran, and seconded by Rob Seastrom, that:

  “The ARIN Board of Trustees approves the funding of ARIN’s data center move from the Chantilly office to a new co-location facility using up to $2.1M USD of ARIN’s investment funds.”

  Mr. Kilmer asked about the two options using investment funds or roll into the existing budgeting process. The President noted that we are already operating with expenses over revenue. The one-time cost would be a huge surge because we would not be able to offset for many years and noted that all of the projections on ARIN’s reserves do include this project.

  The CFO noted this was reviewed as a one-time project and going forward, replacing with the equipment refresh line item.

  The motion was tabled with leave of the Board so that the remainder of the financial items could be considered.

• Reserve Target Project. (Exhibit X) The CFO stated that there is no policy as of now, but ARIN’s historical practice has been to report investments as a percentage of the operating expenses. The project was to determine the amount of reserves the organization needs. The CFO stated that the executive team went through a thought process using a guide provided by BDO. The process included steps to document the purposes of the ARIN reserve and to evaluate revenue and spending risk factors. After completing the process and discussing with the Finance Committee, ARIN is recommending the official reserve target be 9 months of operating expenses. As part of this exercise, it was determined to separate the idea of reserve vs. investment funds.

• Long-term Financial Strategy. (Exhibit Y) The CFO presented several long-term financial scenarios, to be used as a tool to make a sustainable long-term financial plan. The scenarios included the financial items mentioned above (annual price changes, the data center move, and the reserve target).

  Scenario 1 would include a 5% fee increase through 2030 and maintain the computer equipment financing line item. With this scenario, the budget would be balanced by 2030. The President noted that for modeling purposes, the numbers are conservative with spending at 4% growth. This scenario also presumes a data center move and office space downsizing. The CFO provided all the data going through 2030.

  Scenario 2 mimics scenario 1, except it does not use computer equipment financing and instead equipment purchases would be funded by the capital budget. With this scenario, ARIN will be short of balanced expenses and revenue in 2030 but would be very close to breakeven. In Scenario 2, ARIN would rely on investment funds as there would be more spending to account for the discontinuation of the computer equipment financing line item.

  The CFO reiterated the purpose for keeping the equipment financing, as it affects the amount of debt versus investment. The financing provides flexibility and smooths out spending. Ms. Morris asked about a buyout, and the CFO stated there is a $1 buyout.

  Scenario 3 showed a few years at a 5% annual fee increase, then moving to 3%, but would require a surge of 15% in 2028 to cover reserves. A balanced budget would not be reached until past 2030 and would again rely heavily on investments.

  Scenario 4 includes a 4% increase year over year. This scenario did not provide a solution that achieved the desired balanced budget position within a 10-year horizon.

  Scenario 5 does not include an annual increase year over year but would need a significant increase (10% to 15%) every 3 years, requiring ARIN to fund operating deficits for two years after the year of the price increase. This is similar ARIN’s current practice.

  The President stated that management recommends Scenario 1 but must maintain a very conscious plan of ARIN not increasing year over year spending beyond 3 to 4%. It was noted that this should be possible, but there are salary, benefit, and vendor costs that will require constant management.

  Mr. Tacit stated it is critical that the plan that is chosen is communicated to the community in a transparent manner. There was then a discussion regarding various communication options for the long-term financial strategy. The President noted that the fee schedule and budget could be part of the strategic direction statement, and that the Board could target each August for establishing the fee increase percentage, if any.

  A request was made to formally document the acceptable uses of ARIN’s Reserve (in an Investment Plan for example) and the CFO stated that this was part of the next steps.

  Recommissioned the following motion:

  “The ARIN Board of Trustees approves the funding of ARIN’s data center move from the Chantilly office to a new co-location facility using up to $2.1M USD of ARIN’s investment funds.”

  The motion carried unanimously, via roll call vote.

  It was moved by John Curran, and seconded by Rob Seastrom, that:

  The ARIN Board of Trustees approves the amended Fee Schedule, as presented, and effective on January 1, 2025.”

  The motion carried via roll call vote (8-1) with Dan Alexander voting opposed.

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

  “The ARIN Board of Trustees sets the organization’s operating reserve target as 9 months of operating expense.”

  The motion carried unanimously, via roll call vote.

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

  “The ARIN Board of Trustees approves the recommended long-term financial scenario, as presented.”

  The motion carried, via roll call vote (8-1) with Dan Alexander voting opposed.

The President and Chair wanted to thank the Finance Committee and CFO for all their hard work. The Chair called for lunch at 12:37 pm MT. The Chair reconvened the meeting at 1:48 pm MT.

10. ARIN Policy Ratifications.

(Exhibit AB)

At the 20 June 2024 meeting, the ARIN Advisory Council recommended the following policy for ARIN adoption. There is no material impact to policy, and it has gone through the policy process, went to an ARIN meeting, and was well received.

• Recommended Draft Policy ARIN-2023-5: Clean-up of NRPM Sections 4.3.4, 4.4, 4.10 and 6.10.1

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 ‘Recommended Draft Policy ARIN-2023-5: Clean-up of NRPM Sections 4.3.4, 4.4, 4.10 and 6.10.1.”

The motion carried, via roll call vote (8 in support, 1 abstention – Chris Tacit abstained due to being on the Advisory Council during development of the policy.)

11. Update on Community Grant Program.

(Exhibit AC)

The CXO stated that there were four grant requests that made it to final committee review and the committee selected two separate grants. The President stated that the first grant request is to explore potential use cases of RPKI through a signed checklist. There may be some creative uses that ARIN may have to reconsider after this research is completed. The CXO noted that the other grant it to mitigate Internet abuse through IP addresses, using a data-based analysis. This is the second project from this organization and is a follow up project/grant that will be focused on the ARIN region.

It was moved by John Curran, and seconded by Chris Tacit, that:

“The ARIN Board of Trustees approves of funding the recommended grants.”

The motion carried unanimously, via roll call vote.

Mr. Harrison asked that the budget be maintained for the grant program despite all funding monies not being used this year as the program is in good use. Ms. Carter asked about the number of grant applications. The General Counsel stated that a good number are submitted and there have been repeat grant recipients because of the effective process in place.

12. Data Accuracy Program Update.

(Exhibits AD, AE)

The CXO noted that this evolved out of an ICANN program Identifiers Technology Health Indicators (ITHI) to measure the accuracy of data pertaining to Internet Number Resources (INR) held in the RIR registries. The program will focus on enhancing the integrity and accuracy of our data. ARIN direct allocations have an accuracy rate of around 85% while the legacy allocations have very low accuracy rates because of low levels of point of contact (POC) validations. ARIN has adopted a validation process to increase the accuracy of these legacy allocations. There will be about 80 million IP’s that will need to be validated, and information updated. The validation process will be able to confirm the information associated with the organization, vet the organization, research to determine if there is a legal successor, and if those resources have no legal successor, then services will be stopped. One result from stopping services is that the resources will be removed from the public Whois database but retained in the ARIN registry records. Ms. Morris and Mr. Kilmer have questions on who/what would stop squatters for those blocks. A discussion ensued over implications of stopping services on unverified blocks, and what follows. Once the program is formally rolled out a consultation would be issued to consider how completely abandoned blocks should be handled. Ms. Morris stated that there needs to be open communication of the next steps in full so that there is not a larger issue within the community.

13. Code of Conduct and Participants Expected Standard of Behaviors Update.

(Exhibit AH)

The CHRO stated as discussed earlier that ARIN has been evaluating the Participants Expected Standard of Behaviors policy and the possibility of merging ARIN’s Mailing List and Remote Participation Acceptable Use Policies (AUP) into the standards policy for one cohesive document. For the current Code of Conduct, this is only signed by the Board members. ARIN will be evaluating a draft that would be applicable to all volunteer groups. Ms. Morris asked if ARIN could still take action even if the volunteer has not signed the Code of Conduct. The General Counsel stated that ARIN could still take action but that having all volunteers sign a Code of Conduct would better protect ARIN and its community and help provide consistent recourse in the case of bad actions.

14. Updated Conflict of Interest Statement.

(Exhibits AJ, AK)

The General Counsel noted that the Conflict-of-Interest statement was updated with the addition of language to clarify situations when dealing with lawsuits.

Ms. Morris asked about situations where a trustee might not consider themselves in conflict. The General Counsel noted the Board itself could find that there is a conflict of interest even though you as a Board member may not think it is a conflict. The President stated that in such cases, the Board could not remove a Trustee but raise a vote with the membership for removal.

15. General Counsel Update.

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

16. Open Action Item List.

(Exhibit AL)

The President provided an update on the open action items. There were no concerns raised.

17. Any Other Business.

• Mr. Kilmer noted that with the increasing interest from governments on RPKI, it would be good if there were a way forward for companies that have difficulties signing the RSA. Mr. Kilmer stated that the major problem is that legacy resource holders have no exit that returns the resources to their prior status, except in the case of successful arbitration against ARIN. The General Counsel asked that any clarifying questions of the Board for Mr. Kilmer get asked now as Mr. Kilmer may wish to recuse himself from the Board discussion itself. The President noted that all resource holders have certain rights which are elaborated in the RSA, and ARIN provides legacy holders with those same rights despite having no written agreement or payment of fees from the legacy resource holders. ARIN has been providing free basic registry services for more than 25 years to legacy resource holders, but it is true that it expects that legacy resources holders that wish to have access to more advanced services like RPKI need to enter into an RSA and pay their fair share just like all other resource holders. The President said that ARIN needed to strive for equitable treatment of all customers, legacy and non-legacy alike.

  Hank Kilmer excused himself for the room at 3:06 pm MT.

  Ms. Morris stated that ARIN created two classes of customers by providing legacy holders basic services for free all these years, and that is why legacy resource holders believe they have some status to be treated differently. Ms. Morris further stated that it is worth looking at ways to bring all of these companies under agreement rather than to stand on principles. The President asked about changing the RSA to provide everyone a general exit clause, as that would be fair, but likely contrary to the principles of ARIN’s formation to serve as the registry for the region and that all resource holders would participate in discussions of how resources are managed in the region, not an optional afterthought. A discussion ensued on whether to add exit clauses or provide an even more significant exception for legacy service members. The General Counsel said that the RSA has had multiple iterations but there are always members wanting more and it is up to the Board members to decide whether ARIN has done enough or is there more to do or give. It was also noted that this issue is declining with time, as ARIN has moved from 0% of resources under agreement at formation, to nearly 50% a few years back to now more than 72% under agreement.

The Chair called for a recess at 3:51 pm MT; and reconvened at 4:08 pm MT.

18. Volunteer Travel Policy/Current Travel Schedule.

(Exhibits AF, AG)

The CHRO stated that the Volunteer Travel policy was revised last year in 2023 to be a more cohesive policy to include all volunteers. After a year administering this policy, there are some changes requested as noted in the memo and provided red-lined document. She walked through the changes that will appear in the amended policy.

Ms. Carter asked about the language regarding travel insurance and what this entails because a lot of different insurances can be purchased, and also ARIN covers many types. The travel policy would now just ask for preapproval of purchasing any additional insurance to ensure that insurance coverage is not being duplicated.

The Chair stated that volunteers put a lot of time and effort into ARIN and there are two items that have been discussed anecdotally and informally. One was about the language surrounding volunteer dinners. He feels that if the dinner is really a continuation of the meeting, then understandably no plus one should join. Ms. Morris feels that a dinner which follows a meeting is a continuation of the meeting regardless. She also believes that a plus one should understand they are joining a work trip. Mr. Tacit believes that there is need for a policy regardless. The President prefers clarity on the subject.

Mr. Harrison asked about some of the discussions had at these dinners and not sure if it is always appropriate for plus ones. Mr. Kilmer also stated that the dinners need to be defined, whether social or business to provide clarity. The President asked if a dollar contribution was designated, would that deter a volunteer from bringing a plus one. Ms. Morris suggested designating a dinner as business or social and set a confirmation.

The Chair also asked about the reduction of per diems for ARIN meetings with provided meals and was it necessary to specify this detail for volunteers? The Chair asked if there had been a major problem with this in the past. The CFO noted that this was set up to align with the staff policy and that the staff work on the honor system; but if for some reason you do not participate in an ARIN provided meal then claim the full per diem.

The CHRO stated that staff heard the feedback and would make necessary edits to the document and come back to the Board in October with a revised draft.

19. Board Meeting and Travel for 2025, including January 2025 Board Face to Face Meeting.

(Exhibit AI)

The Chair said this will be discussed with the Board out of the meeting. Mr. Tacit stated that he believes it better to determine a meeting location and date after elections to allow for new members to attend. There was a discussion to set the dates primarily with Standing Dates but was trumped by other meetings that the President and COO must attend. Mr. Tacit also asked about setting the August workshop dates and times during the previous October.

• “Board Meetings for the Year: The ARIN Board of Trustees will adopt preliminary meeting dates for the coming year at their annual August Board Workshop.” - ARIN 2024 Board Standing Rules

• Note: The Advisory Council Standing Rules indicate their first meeting will be on the 4th Friday of January (24 January 2025). Further, the Advisory Council decided at their January 2024 meeting to hold their January 2025 meeting at the ARIN offices in Chantilly, VA.

20. Executive Session.

The Board moved into Executive Session at 4:55 pm MT.

21. Adjournment.

It was moved by Tina Morris and seconded by Nancy Carter. The meeting adjourned at 6:06 pm MT.