Meeting of the ARIN Board of Trustees - 18 November 2024

Teleconference

 

Draft Minutes

These minutes are DRAFT. They have been reviewed by the ARIN Board of Trustees prior to posting. These minutes will remain draft until they are reviewed and approved by the ARIN Board of Trustees at their next regularly scheduled meeting.

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
  • John Sweeting, CXO

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

The Chair welcomed all to the call and called to order at 1:03 pm ET. The President noted that all were not present, but that quorum was met. He asked for any conflict-of-interest changes. There were none.

  • Approval of the 23 October 2024 Minutes. (Exhibit A)

  • SOC 2 Report. (Exhibit B)

  • Q3 Investment Report. (Exhibit C)

  • Q3 Financial Statements. (Exhibit D)

  • Q3 Management Reports. (Exhibits E, F, G, H)

    As already emailed to the Board on October 31, 2024.

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

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

The Chair asked for any discussion. There was none.

The motion carried unanimously.

3. ARIN Committee Reports

  • Compensation Committee. The Committee Chair stated there is a doodle poll out and hope to have a meeting in the next week or so.

  • Finance Committee. The Committee Chair stated that the committee recently met and reviewed the Q3 Investment Report and Investment Policy Statement with Fiducient. Also reviewed Q3 financials, the Charter, and performance for the year.

  • Governance Committee. Committee Co-Chair Harrison stated that in the most recent committee meeting, the committee finalized the ARIN Board of Trustee member Job Description and streamlined the Board Guidance letter, which will be helpful for future Nominations Committees. The committee also reviewed and approved the Year End Report and Charter updates.

  • Mailing List AUP Committee. The Committee Chair noted there has been nothing further.

  • Nominations Committee. The Committee Chair noted that the committee met after the elections and there are notes that will be distributed as part of the Year End report.

Rob Seastrom joined the call at 1:07 p.m. ET

Tina Morris joined the call at 1:09 p.m. ET.

4. Strategic Planning Task Force and RFP.

(Exhibit I)

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

“The ARIN Board of Trustees approves the RFP and Task Force Special Committee of the Board to coordinate related work. The Board appoints the Board Chair, Treasurer, and Board Member Chris Tacit to this Task Force Special Committee with Richard Jimmerson and Michael Abejuela as staff support, as amended.”

The Chair called for discussion. The President stated that this was at the request of the Board during the August Workshop. The RFP has been circulated amongst the Board and the document and motion both align, which sets up a Task Force, a special committee, to deliver a strategic plan in 2025. The President noted that the group was kept quite small for managing purposes but open to changes. Mr. Tacit has asked to join the Task Force with his interest in Strategic Planning. The Board agreed to add Mr. Tacit to the Task Force.

The President stated that the RFP would be updated to reflect the updated motion, noting an additional Board Member in the Task Force language. The Chair asked the COO to send a kick-off email with milestone plan to the new special committee updating next steps.

5. Updated Volunteer Code of Conduct.

(Exhibits J, K, L)

The CHRO stated that the draft from the last Board meeting was updated based on their feedback and ARIN staff is seeking Board approval on the latest version.

It was moved by Chris Tacit, and seconded by Rob Seastrom, that:

“The ARIN Board of Trustees approves the updated Volunteer Code of Conduct, as presented.”

The Chair asked for discussion. There was none.

The motion carried unanimously.

6. Update Trustee Conflict of Interest Annual Disclosure Form.

The General Counsel noted with the updated Volunteer Code of Conduct just approved that the attached materials would need to be updated to align the two documents. He presented the new wording. The President reminded everyone that our process has the Trustees review these each January and discuss the answers. The President stated that this disclosure process is a preventative measure for the Trustees to ensure awareness of possible conflicts of interest and does not change the code of conduct. The Vice Chair noted that the discussion itself does not do anything, but the President noted that it allows the trustees to discuss any concerns in case something arises.

Mr. Tacit made a suggestion to amend the language, “You should also disclose any circumstance where there may not be any misconduct, but you are aware of perceptions of others that there may be such misconduct” to which there were no objections.

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

“The ARIN Board of Trustees adopts the Trustee Code of Conduct Annual Disclosure Form, as amended.”

The motion carried unanimously.

7. Updated Participants Expected Standards of Behavior.

(Exhibits M, N, O)

The CHRO stated that the presented draft was updated based on the Board’s feedback at the October meeting. ARIN staff is seeking Board approval with the amended changes.

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

“The ARIN Board of Trustees approves the updated Participants Expected Standards of Behavior, as presented.”

The Chair called for discussion. There was none.

The motion carried unanimously.

8. ARIN 401(k) Fiduciary Investment Committee and Plan Trustee.

(Exhibit P, Q, R, S)

The CHRO stated that there four exhibits for this particular item – a memo outlining what is being asked, a power point presentation that provides an overview of the memo, and lastly the redline and clean copies of the Charter. The Charter updates reflect the new Trustee structure, if approved, and includes the updated 401(k) Plan name.

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

“The ARIN Board of Trustees appoints Michael Abejuela, Erin Alligood, Richard Jimmerson, and Brian Kirk as ARIN 401(k) Fiduciary Investment Committee members and T. Rowe Price Trust Company as the Plan Trustee.”

The Chair asked for discussion. There was none.

The motion carried unanimously.

It was moved by Peter Harrison, and seconded by Dan Alexander, that:

“The ARIN Board of Trustees, based on the recommendation from the ARIN 401(k) Fiduciary Investment Committee and having reviewed ARIN’s amended 401(k) Fiduciary Investment Committee Charter, approves the amended charter, dated 18 November 2024.”

The Chair asked for discussion. There was none

The motion carried unanimously.

9. Lessons Learned on Board Governance Training.

(Exhibit T)

CHRO noted that this Board Governance training was secured for the Board and that all of the Board of Trustees have completed the training.

The Treasurer is interested to learn if other Board Members found the training valuable and whether the Board should continue asking new Board Members to complete the training. The President stated that it is standing practice that ARIN will ask new Board Members to complete this training; and ARIN staff is seeking Board guidance if the training should be continued, as ARIN will continue setting up this training for incoming trustees unless otherwise noted.

Mr. Seastrom stated that the training was valuable. Specifically, the review of liability issues was helpful; and he agrees that new Board Members should complete the training.

Mr. Harrison also found the training to be a great refresher on concepts. He highly suggests that it becomes part of structured training for Board members throughout their tenure, not just for new Board Members. The President asked about whether this should be referred to the Governance Committee or for staff to keep track and then make recommendation to the Board.

Ms. Carter appreciates this being brought forward. Another item that should be discussed is the NACD membership and make that part of the Governance Committee work.

10. 2024 ARIN Election Report.

(Exhibit U)

The President presented the 2024 ARIN Election Report, which summarizes the following of the process, metrics, results of the process and has two sets of recommendations. Those recommendations are separated by process and structure. He asks the Board Members to pay special attention to the first set of recommendations regarding implementation changes, as Staff will proceed with making those changes unless they hear otherwise. The second section is more interesting regarding the process itself, and the Board needs to decide in what direction to move forward. His recommendation would be that absent objection from the Board, the report would be referred to the Governance Committee for their consideration.

Mr. Tacit asked if the recommendations are broad enough to have the Governance Committee review the Nominations Committee process to review the role of the 3rd party consultant in nominee assessment, and it was agreed that the Governance Committee could review and recommend changes to the election process as it deemed appropriate. Mr. Seastrom commented there was a scramble to have a meeting to ratify the election process and would like a meeting added to the Board calendar in the future. The President stated that this has not been needed in the past, as the election results were considered without meeting; but that if the process remains the same with the Board accepting the results, then it is probably wise to schedule the meeting in advance, just in case.

There was no objection, and the report was referred to the Governance Committee.

11. General Counsel Update.

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

12. Open Action Item List.

(Exhibit V)

The President provided an update on the open Board action items.

13. Any Other Business

14. Executive Session

The Board of Trustees entered an Executive Session at 1:59 pm ET.

15. Adjournment

The Chair called for a motion to adjourn. It was moved by Chris Tacit and seconded by Nancy Carter. The meeting adjourned at 2:17 pm ET.

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