Meeting of the ARIN Board of Trustees - 23 October 2024

Toronto, Ontario, Canada

Attendees

• Bill Sandiford, Chair
• Tina Morris, Vice Chair
• Dan Alexander, Board Trustee
• Nancy Carter, Treasurer
• John Curran, President & CEO (virtual)
• Peter Harrison, Board Trustee
• Hank Kilmer, Board Trustee (virtual)
• 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
• Richard Jimmerson, COO
• Christian Johnson, CISO
• Brian Kirk, CFO
• Jennifer Lee, Dep. General Counsel
• Therese Simcox, Sr. Executive Assistant (virtual)
• John Sweeting, CXO

Guests

• Lynne Hamilton
• Stephen M. Ryan

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

The Chair called the meeting to order at 3:11 pm ET. He asked who was joining via Zoom and if there are any conflict of interests. There were none.

2. Consent Agenda.

• Approval of the 19 August 2024, Minutes. (Exhibit A)

• ARIN State of Cybersecurity 2024 Memo. (Exhibit B)

It was moved by Peter Harrison, and seconded by Rob Seastrom, that:

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

The motion carried.

The Chair requested that the portion of item 13. General Counsel Update related to a report by Ms. Hamilton and Mr. Ryan be given at this time.

3. General Counsel Report

(Exhibits G, H)

Ms. Hamilton and Mr. Ryan provided an update to the Board on their work on behalf of ARIN.

Ms. Hamilton and Mr. Ryan left the meeting at 4:11 pm ET.

4. ARIN Committee Reports.

• Compensation Committee. The Compensation Committee Chair will meet during the Executive Session.

• Finance Committee. The Finance Committee Chair noted that the Committee has been meeting monthly and has the 2025 budget for presentation during this meeting. Also, an RFP was sent out and the Finance Committee selected a new audit company for 2025.

• Governance Committee. Governance Committee Co-Chair Carter presented that the committee has been working on a number of items: trustee assessments, evolution of recruiting, evolution of Nominations Committee, and working on the skills matrix and how it can be refined. Co-Chair Harrison stated that the committee hopes to present to the Board a new Board guidance letter structure and job description that will appear on the ARIN website.

• Mailing List AUP Committee. The Mailing List AUP Committee Chair noted that there has been no activity.

• Nominations Committee. The Nominations Committee Chair stated that the committee is progressing and has no changes at this time.

• Risk & Cybersecurity Committee. The Risk and Cybersecurity Committee Chair stated that the Q3 Risk Register was presented and had no changes from Q2, it has remained fairly stable. He also noted that the CISO is still waiting for the final report following the tabletop exercise. The Committee Chair will be providing a small presentation at the ARIN meeting.

5. ARIN 2025 Draft Budget.

(Exhibit C)

The CFO stated that the Finance Committee reviewed the proposed 2025 budget that is being presented here and approved it for recommendation to the Board.

It was moved by Nancy Carter, and seconded by Peter Harrison, that:

“The ARIN Board of Trustees approves the ARIN 2025 Budget, as recommended by the ARIN Finance Committee.”

The motion carried via a unanimous roll call vote.

6. Strategic Direction Statement.

(Exhibits D, E)

The President stated that this is the strategic direction statement that was presented in August with the refined updates.

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

“The ARIN Board of Trustees approves the ARIN 2025 Strategic Direction Statement, as presented.”

The motion carried.

7. Take Over Definition Memo.

(Exhibit F)

The General Counsel presented a memo, defining “board takeover” for purposes of the memo, and the existing mitigation measures currently in place. The General Counsel also presented some additional recommendations for consideration.

The President stated that we want to encourage all members to participate, but that is distinct from participating solely due to outside incentives. The President asked the Board on how much they would like ARIN to look into this, as work in this area may easily be misconstrued.

Mr. Alexander stated that he agrees with the President on being proactive within reason – it is the responsible approach. The President noted that an easy item would be for general members to agree that the general membership rights are not assignable. Mr. Tacit would like to see what other options may be available. The President stated that there will be a consultation plan for some of the options.

8. Updated Volunteer Travel Policy

(Exhibits G, H)

The CHRO noted that this proposed updated policy was discussed at the August Business meeting. Updates were made after use of the policy over the last year and based on the feedback from the Board during the August meeting. She highlighted the overall changes and noted that ARIN staff is seeking Board approval on the updated policy.

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

“The ARIN Board of Trustees adopts the updated ARIN Volunteer Travel Policy, as amended.”

Ms. Carter noted a minor correction to be made on page 4.

The motion carried via unanimous roll call vote.

9. Updated Volunteer Code of Conduct.

(Exhibits I, J, K)

The CHRO noted that the proposed code of conduct will be one policy applying to all volunteers, specifically the Board of Trustees, Advisory Council, and the Number Resource Organization – Number Council.

Mr. Harrison believes that the Grant Committee and Nominations Committee should be considered under the policy because the Grant Committee’s work has a fiscal impact. In addition, the Nomination Committee indirectly influences the Board composition. The President stated that when the Volunteers are elected or appointed, then it is easy to define them as a volunteer; but if there is a group not appointed by the Board or formally defined as such, then it is difficult to have them sign the policy.

Ms. Carter proposed some edits to the document which were well received. The CHRO noted that the ARIN Employee Handbook is located on the Board SharePoint and these policies will be provided to other applicable volunteers once implemented. Ms. Carter asked about the consistency of the language in section 4.3 and the definition of harassment in the handbook and the training. The CHRO stated that this language adheres to the legal definition of harassment and the same language is used throughout ARIN’s other policies and generally the training. Mr. Tacit asked about the conflict of interest and explicit definition and the General Counsel agreed that it could be reconciled.

ARIN staff will implement these adjustments and present an updated version for Board approval at their next meeting.

10. Draft Participants Expected Standard of Behaviors.

(implementing the Mailing List and Remote Participation Acceptable Use Policies within the Standards Policy) (Exhibits L, M)

The CHRO stated that it is being proposed to combine the Mailing List and Remote Participation Acceptable Use Policies into the Standards Policy. She also noted that the updated policy, if approved, will need to be published well in advance of the next ARIN meeting in order to provide ample time to include the updated policy in the meeting attendee registration.

Ms. Carter asked that the first paragraph be edited to read more clearly. She noted that on page 3, notices and disclaimers is redundant since it is included in another part of the policy and may not be needed in both places.

ARIN staff will implement these adjustments and present an updated version for Board approval at their next meeting.

11. 2024 Harassment Prevention Training Update.

(Exhibit N)

The CHRO reported there was 100% completion by staff and volunteer groups for the training. ARIN will be looking at new vendors for the 2025 Harassment Prevention Training needs.

12. Updated Conflict of Interest Statement.

(Exhibits O, P)

The Deputy General Counsel noted that these documents were presented to the Board in August. She reiterated the changes that were made in the documents and that they were made for consistency’s sake.

It was moved by John Curran, and seconded by Dan Alexander, that:

“The ARIN Board of Trustees adopts the updated Board Conflict of Interest Policy Acknowledgement and Disclosure, as presented.”

Mr. Tacit asked if there is a reason why it is called a statement versus a policy. The President noted that it is a statement as each individual is asked to fill it out – it is each individual’s personal statement although a policy resides within the document. The President stated that this information is only shared between the General Counsel and the Trustee and does not have a parallel track with staff.

The motion carried.

13. General Counsel Update.

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

14. Government Increased Focus on RPKI.

The President noted increased interest by governments in routing security programs.

15. Open Action Item List.

(Exhibit Q)

The President provided an update on the open action items.

16. Possible Teleconference Date for Year End Items.

The President stated that it is likely necessary to have two separate meetings, one in November and one in December to cover all year end of items. The Board asked for Doodle polls for both.

• Election Confirming Motion.
• Any Policy Ratifications coming out of ARIN 54.
• Year End Staff Reporting Items.
• Year End Committee Reports and Draft Charter Changes.

17. Any Other Business.

The Chair asked if there was any other business.

• The President stated that the IETF $1M contribution will be made at the IETF meeting in November. Mark Kosters will be making the presentation.

18. Executive Session.

The Board moved into Executive Session at 5:58 pm ET. Executive Session ended at 6:26 pm ET.

19. Adjournment.

It was moved by Dan Alexander and seconded by Tina Morris. The meeting adjourned at 6:35 pm ET.