Board of Trustees Meeting Minutes - 17 October 1998 [Archived]

Bellevue, WA

The meeting was called to order at 9:10 by John Curran, Chairman. In attendance were Scott Bradner, John Curran, Ken Fockler, and Don Telage, Trustees, Kim Hubbard, ARIN President, Dennis Molloy, ARIN legal counsel and Mary K. Lee, notetaker. Doug Humphrey was unable to attend.

The agenda was reviewed and adopted with five additions. The five items were Advisory Council (AC) charter and mission, consideration of the slate of nominees from the AC and election of a new Board Trustee, a discussion with ARIN counsel, voting rights for the President, and an appreciation for Jon Postel.

It was noted that this is the annual meeting of the Board. Elections for the yearly held positions of Chairman, Secretary and Treasurer are held at the annual meeting. These elections were conducted towards the end of the agenda.

Review Minutes of Previous Meetings
The minutes of the June 30 meeting in Boston and the minutes from teleconferences of June 25 and September 2 were approved.

Treasurer’s Report - Audit
The Trustees have reviewed the reports individually. This was the formal presentation of the auditor’s report to the BoT. Ken Fockler, ARIN Treasurer, worked with Kim Hubbard, ARIN President and Bob Stratton, Business Manager to ready ARIN for the audit. Ken remarked that Tate & Tryon, who audited ARIN, were very responsive. The audit will be placed on the website. Scott motioned that the auditor’s report be adopted and Don seconded this motion. All were in favor and the motion carried unanimously. John and Ken signed the official file copy of the audited financial statements to reflect the adoption of the reports. Kim was asked to post the auditor’s report on the ARIN public web page. A short break was taken.

Treasurer’s Report - 1998/1999 Budget
The budget includes the registration projections for the fiscal year. Kim announced that she and the staff are working a strategic business plan. The first full year of business will be very close to the initial budget projections. In the future, the budget will be prepared the quarter prior to the end of the fiscal year. The topic of reserved income was discussed and it was determined that a full year’s reserve would be appropriate for stability. John recommended that ARIN allow for $20,000 to $25,000 USD in the budget for the Address Supporting Organization (ASO) that will be affiliated with ICANN, the organization that is replacing IANA. This is in addition to the already budgeted $100,000 USD for ICANN itself.

Kim stated that the routing registry doesn’t currently warrant a separate line item as no significant expenses for equipment or staffing are foreseen. The figure for salaries includes two additional positions, a second-in-command position and a senior engineering position. The official budget presented to the Board today will be posted to the member’s section of the website. An inquiry was made regarding staff raises. Kim replied that annual raises are between five and ten percent. Don asked if there was a possibility of significant contributions in-kind from major corporations. Kim replied that contributions were possible but should not be anticipated. It was noted that a half time FTE might be needed to supply all the information needed for the Advisory Council and the public. Scott motioned to accept the budget as amended, Don seconded the motion and all were in favor. After a short break was taken, the meeting resumed.

Action item: Counsel was asked to look into the issue of listing the Friday night reception for ARIN members as an entry on ARIN’s books.

Operational Status - ARIN Staffing
Kim reported that the IP group is fully staffed. The engineering group is currently short; specifically software engineers. It was discussed that ARIN may need to offer higher salaries to acquire the caliber of employee needed.

Operational Status - Routing Registry
The Routing Registry project is proceeding well and ARIN will be ready by the first of the year.

Unfinished Business from Previous Minutes
The bylaws section will be considered this afternoon along with review of the revised bylaws prepared by counsel.

Unfinished Business - Year 2K
A full status report was included with today’s meeting package. The report indicated that all systems will be compliant by 1999.

Unfinished Business - Maintenance Fees
In Thursday’s meeting, the AC discussed services rendered to non-ARIN members on allocations that pre-date ARIN. The issues of absorbing the expenses, charging for them and enforcing payment and the degree of enforcement to be used were also discussed. It was felt that more information is required to make a good decision. This issue was also raised at the Member Meeting on Friday. John suggested that the membership be consulted again before instituting new fees. Kim will write a recommendation and have it ready for the next meeting. This initiative will be titled “Recovery for Uncharged Services”.

Unfinished Business - Codifying Current Policies
The AC has requested and counsel has advised that ARIN have the current minimum allocation policy documented. Scott moved that:

Whereas, it has been the historic practice for the maximum prefix length of allocation to be 19 bits and whereas the AC, acting in its capacity to advise the Board on policy issues, has recommended to the Board that this practice be codified, the Board resolves to continue that practice and it should be documented in the allocation policy.

The motion was seconded by Don. Ken asked where will the documentation be written. Kim replied that the wording will be changed in the allocation policy documents and will be available on ARIN’s website. John called for a vote and all were in favor of this motion.

Unfinished Business - Lowering Minimum Allocation from /19 to /20
The Board considered whether this issue should be sent back to the AC after the discussion at the Member Meeting on Friday, October 16. A motion to return the AC recommendation on changing the size of minimum allocations to the AC, along with the message that we are returning this after the results of the discussion at the Member Meeting, was made by Scott and seconded by Ken. After a brief deliberation, the motion was put to a vote and carried with all in favor.

Bylaws Changes and Modifications
The following recommendations for changes to the bylaws will be voted on at the next Board of Trustees meeting.

Article VI, Section 10. Actions Taken by the Board of Trustees without Meeting. Any action required or permitted to be taken at any meeting of the Board of Trustees may be taken without a meeting if all voting members of the Board of Trustees consent in writing to such action. Such action shall be evidenced by one or more written consents stating the action taken, signed by each voting Trustee either before or after the action taken. Such written consents may be registered with the President of ARIN by an electronic identifier such as an electronic signature, within the meaning of Section 59.1-467 of the Code of Virginia, as now in effect or as may hereafter be amended, which is intended by the voting member of the Board of Trustees making, executing, or adopting it to authenticate and validate the action taken. Such written consents shall be recorded in the minutes reflecting the action taken.

Article VIII, Section 8. Telephonic Meetings Permitted. Meetings may be held by means of conference telephone calls or other telephonic or telecommunications means by which all Advisory Council members participating in the meeting can simultaneously hear each other. Advisory Council members participating in such meetings shall be deemed to be present in person at the meetings.

Other New Changes to be Considered in the Bylaws
Article VI, Section 5. Nominations and Vacancies. When a vacancy or vacancies occur upon the expiration of the term of office of a voting do not expire shall seek nominees to fill each vacancy or vacancies from among the general membership of ARIN. The general membership shall, at the next annual meeting, elect the successor Advisory Council member or members to fill each vacancy or vacancies from the nominee or nominees so submitted. Each member from the general membership shall have one (1) vote for each vacancy. The nominee having the highest number of popular votes for each vacancy shall be elected to fill that vacancy. The Board of Trustees shall confirm the election process at its next meeting.

When a vacancy or vacancies occur during the unexpired term of an Advisory Council member or members, the Advisory Council may, at its discretion, upon majority vote of the remaining Advisory Council members then in office appoint an interim Advisory Council member or members to fill the vacancy or vacancies until the next annual Meeting of the Advisory Council. Such Advisory Council vacancy or vacancies filled by appointment shall become part of the election process for Advisory Council members at the next annual meeting. Interim vacancies shall be filled by the affirmative vote of a majority of the members of the then Advisory Council, though less than a quorum of the Advisory Council members. The Board of Trustees shall confirm the appointment process at its next meeting.

When vacancies occur during the unexpired terms of Advisory Council members having different remaining terms which are required to be filled by election of the general membership at the next annual meeting, the Advisory Council shall, as set forth above, seek nominees to fill each vacancy or vacancies from among the general membership of ARIN. The general membership shall elect the successor Advisory Council member or members to fill each vacancy or vacancies from the nominee or nominees so submitted. The nominee or nominees having the greatest number of votes for each vacancy shall, in order of votes received, be elected to fill the longer term or terms available through such vacancy or vacancies. In the event interim appointments have been made by the Advisory Council, the person or persons so appointed may automatically be considered a nominee for election to the Advisory Council. The Board of Trustees shall confirm the election process at its next meeting.

The Board of Trustees shall retain continuing oversight authority of the nomination, election and removal process of Advisory Council members.

Consideration of the bylaws changes will be set aside until changes to the text have been reviewed.

New Business Continued
IPv6 will be discussed at the registry meeting that Kim is attending the last week of October. TLAs may be issued to the largest of providers, but this could be construed as tremendously wasteful. John commented that if allocations are made at the TLA and NLA level, there is a risk of depletion. For conservation, allocations should be made from SLAs or lower. A question was posed for discussion - Should transit providers get their allocations from routing registries? Scott recommended that the Board should look to the President of ARIN regarding IPv6 allocation and accept the President’s recommendations and best judgement. There was no further discussion on this topic and all were in favor of this recommendation.

IPv6 Fees
Both the AC and the Members raised the question of how much the fees should be for IPv6 allocations. Scott stated that there should be a separate fee for IPv6 if there are significant additional costs for doing these allocations. Kim feels that there should be a separate fee for a separate requests and services, and will do a cost estimate. She further stated that there will be a set of criterion to justify allocations of IPv6 just as there is for IPv4 space. The Board requested that the President of ARIN recommend to the Board a reasonable fee structure for allocating IPv6 addresses.

Issues Raised at Member Meeting
These issues have been covered in the various topics above.

ICANN and ASO
Scott motioned that the Board empower Kim, ARIN President, to represent ARIN at the upcoming registry meeting regarding the Address Supporting Organization (ASO). Don seconded the motion and it carried unanimously.

AC Charter and Mission
The AC stated at their meeting on Thursday that they want to be involved on topics that the Board would like to see addressed, but require the right amount of time and advance notice. Don proposed that the BoT deal with the AC in a more formal manner via written requests. It was suggested that Article VIII, Section 3 be amended as follows:

Article VIII Section 3. Function. It shall be the function of the Advisory Council to act in an advisory capacity to the Board of Trustees on matters as the Board of Trustees may, from time to time, request involving IP allocation policies and related matters. Between meetings of the Advisory Council, the President of ARIN shall be the point of contact between the Advisory Council and the Board of Trustees.

This change will be considered as part of the bylaws refinement. John will draft a set of procedures for the AC that will be sent to the BoT mailing list for review by the Trustees.

Action item: Counsel is asked to draft a proposal for elections to the BoT by the general membership. The process could include a nomination committee that will take nominations from the general membership, review the nominees and produce a slate of nominees for the actual elections.

Counsel requested a brief privileged discussion.

Voting Rights for ARIN President
This topic has been discussed in previous BoT meetings. Scott motioned, and Don seconded, that the President be made a Trustee and have full voting rights on the Board. The motion carried unaminously. It was proposed that Counsel make the appropriate changes to the bylaws.

Appreciation for Jon Postel
A motion was made by Scott that the Board draft a memorandum of appreciation for Jon Postel, who passed away on Friday, October 16. Don seconded this motion and all were in favor. Scott was asked to prepare a draft of the motion

Next Order of Business - Election of Officers for the Board of Trustees
As this is the annual meeting, the new officers for the year are elected for service. Don nominated Scott for Secretary, Ken seconded this nomination and all were in favor. Scott will serve as Secretary for the next year. Scott nominated John for Chairman and Don seconded this motion. A vote was called for and it was unanimous. John will serve as Chairman for the upcoming year. Scott nominated Ken as Treasurer, noting that it is not necessary for officers of ARIN to be Trustees. Don seconded this motion and it was carried with all in favor. Scott moved that ARIN cover the expenses for the Treasurer that are associated with fulfilling the duties of Treasurer. The vote was as follows: Ken abstained and the rest of the Board was in favor of this motion.

Election of New Trustee from the Nominee Slate Presented by the Advisory Council
The nominee slate was presented to the Board and the biography was reviewed. The Trustees engaged in some unstructured discussion of the nominee. John called for a vote and Michael Straty was elected unanimously. Kim will inform Michael of his election to the Board of Trustees and will also announce to the members that Michael Straty is the newest Trustee on ARIN’s board.

Scott and everyone in attendance thanked Ken for his service during the past year and stated that his continued participation will be valuable. The next meeting will be scheduled before January 1999.

Scott moved to adjourn the meeting, Don seconded this motion and the meeting was adjourned at 5:30.