Board of Trustees Meeting Minutes - 22 March 2001 [Archived]

Minneapolis, MN

Attendees:

• Scott Bradner
• David Conrad
• John Curran
• Scott Marcus
• Ray Plzak
• Michael Straty
• Dennis Molloy, ARIN counsel
• Susan Hamlin, Recording secretary

Chairman of the Board John Curran called the meeting to order at 6:10 PM. The presence of a quorum was noted.

The meeting agenda was reviewed and adopted.

Scott Marcus moved, The Board of Trustees adopts the minutes of the March 2, 2001 meeting as written. Scott Bradner seconded the motion. There being no further discussion, the minutes were approved by unanimous vote; 6 ayes, 0 nays, 0 abstentions.

Action Item: Staff was directed to post the minutes to the ARIN web site.

Election Of Officers -

Scott Marcus moved, That John Curran shall be the Chairman of the ARIN Board of Trustees. Scott Bradner seconded the motion. Discussion was called wherein John Curran said he was willing to accept. There being no further discussion, a call for vote was issued. The motion passed by a vote of 5 ayes, 0 nays, 1 abstention (John Curran).

Scott Marcus moved, That Scott Bradner shall be the Secretary of the ARIN Board of Trustees. David Conrad seconded the motion. Discussion was called wherein Scott Bradner stated he was willing to serve. There being no further discussion, a call for vote was issued. The motion passed by a vote of 5 ayes, 0 nays, and 1 abstention (Scott Bradner).

Scott Bradner moved, That Michael Straty shall be the Treasurer of the ARIN Board of Trustees. Scott Marcus seconded the motion. Discussion was called wherein Michael Straty stated he was willing to serve. There being no further discussion, a call for vote was issued. The motion passed by a vote of 5 ayes, 0 nays, and 1 abstention (Michael Straty).

OLD BUSINESS

ICANN Contract - Ray Plzak provided an update on the status of the contract draft. The Boards of the RIRs and their lawyers agreed to wording of a contract. Following discussion with ICANN, modifications to the draft contract were made. While ARIN agrees with most of the revisions, there are a few areas of clean up needed and there is some concern over the section dealing with termination.

Scott Bradner moved, That the Board of Trustees accepts the contract update from Ray Plzak. Scott Marcus seconded the motion. There being no further discussion, a call for vote was issued. The motion passed by majority vote of 5 ayes, 0 nays, 1 abstention (Ray Plzak).

Action Item: Ray Plzak was asked to contact ICANN and request that they provide alternative language for Section 9(b)(2).

Investment Committee Report - Ray Plzak reported on committee activities. The Investment Committee met twice and interviewed three investment management companies, one of which they have rejected. Committee members Scott Marcus and Michael Straty both commented on the professionalism of the firms. The committee is waiting to receive a gratis investment proposal from one of the firms before moving forward.

Scott Bradner moved, The Board of Trustees accepts the report from the Investment Committee.

David Conrad seconded the motion. During discussion Scott Bradner commended the committee for their work. The motion passed by unanimous vote - 6 ayes, 0 nays, 0 abstentions.

Scott Bradner moved, The Board of Trustees directs the Investment Committee to complete its activities and submit a final report at or before the next regularly scheduled meeting.

David Conrad seconded the motion. There being no discussion, a vote was called. The motion passed by unanimous consent - 6 ayes, 0 nays, 0 abstentions.

Bylaws Revisions

At the December 2000 meeting, the Board directed that several revisions be made to the By-laws. Motions were made to incorporate these changes into the ARIN By-laws.

Revision 1. The Board agreed to increase its size. The current board consists of 6 members, thus creating the potential for a deadlocked board. The board voted to increase the size of the Board to 7.

Scott Bradner moved, Article VI, Section 2. of the ARIN By-laws is amended to read as follows: “Section 2. Board of Trustees. The Board of Trustees that shall constitute the whole Board of Trustees and shall consist of seven (7) Trustees who shall be voting Trustees. Six of these trustees shall be elected in accordance with Section 4 of the By-laws. The President of ARIN is an un-elected voting member of the Board of Trustees.”

Scott Marcus seconded the motion. There being no discussion a vote was called. The motion passed by unanimous consent - 6 ayes, 0 nays, 0 abstentions.

Revision 2. The Board agreed to expand the role of the NomCom.

Scott Bradner moved, Article VI, Section 4.b. of the ARIN By-laws is amended to read as follows: “b. Nomination Committee. The Nomination Committee shall be appointed annually by the Board of Trustees. The Nomination Committee shall consist of seven (7) persons including: two (2) members of the Board of Trustees, two (2) members of the Advisory Council, and three (3) volunteer members from the General Membership who shall be selected by random lot. Any member of the Nomination Committee may be removed by a majority vote of the Board of Trustees. The Nomination Committee shall be responsible for identifying, recruiting, and certifying a properly selected slate of candidates to be placed in nomination before the General Membership for election.”

David Conrad seconded the motion. During discussion all agreed that adding one additional volunteer from the general membership might encourage a broader representation of nominees. The vote was called. The motion passed by unanimous consent - 6 ayes, 0 nays, 0 abstentions.

Revision 3. In an effort to decrease the number of signatures needed on a petition for nomination on the Board election, the Board agreed to lower the percentage of members required to sign.

Scott Bradner moved, Article VI, Section 4.c. of the ARIN By-laws is amended to read as follows: “c. Nominations by Petition. The President of ARIN shall notify the General Membership of the procedures for nominating candidates by petition for election to such vacancy or vacancies on the Board of Trustees as are to be filled at the ensuing election and shall provide for a minimum period of not less than thirty (30) calendar days to receive nominations. The number of signatures required for petition nominations shall not be less than five percent (5%) of General Members in good standing as of the date established as the closing date of the petition nomination period.”

Scott Marcus seconded the motion. There being no discussion, a vote was called and the motion passed by unanimous consent, 6 ayes, 0 nays, 0 abstentions.

Revision 4. The board adopted the report by the NomCom to change one of its duties.

Scott Bradner moved, Article VI, Section 4.d.1. of the ARIN By-laws is amended to read as follows: “1. The Nomination Committee shall select two (2) or more candidates recruited from the General Membership or recommended by the General Membership for each such vacancy or vacancies on the Board of Trustees as are to be filled at the ensuing election.”

Scott Marcus seconded the motion. There being no discussion, the motion was passed by unanimous vote - 6 ayes, 0 nays, 0 abstentions.

Revision 5. With the increase in the size of the Board, the voting requirement needed to be changed from two-thirds to a majority.

Scott Bradner moved, Article VI, Section 5 of the ARIN By-laws is amended to read as follows:

“Section 5. Quorum. At all meetings of the Trustees, a majority of the voting Trustees shall constitute a quorum for the transaction of business. Unless otherwise stated in these Bylaws, decisions of the Board of Trustees shall be made by the concurring vote of a majority of voting members of the Board of Trustees present and voting. If at any meeting there is less than a quorum present, the Board shall transact no business and the only motion that the Trustees shall consider shall be a motion to adjourn.”

Ray Plzak seconded the motion. There being no discussion, the motion was passed by unanimous vote - 6 ayes, 0 nays, 0 abstentions.

Revision 6. The Board agreed to add the nomination by petition process to the election of Advisory Council members. A new Section 5 b was added.

Ray Plzak moved, Article VII, “Section 5b. Nominations by Petition. When a vacancy or vacancies occur upon the expiration of the term of office of an Advisory Council member or members the President of ARIN shall notify the General Membership of the procedures for nominating candidates by petition for election to such vacancy or vacancies on the Advisory Council as are to be filled at the ensuing election and shall provide for a minimum period of not less than thirty (30) calendar days to receive nominations. The number of signatures required for petition nominations shall not be less than five percent (5%) of General Members in good standing as of the date established as the closing date of the petition nomination period.”

Scott Marcus seconded the motion. There being no discussion, the motion was passed by unanimous vote - 6 ayes, 0 nays, 0 abstentions.

Revision 7. At its last meeting the Board directed counsel to provide language for the By-laws strengthening the conflict of interest section, Article VI, Section 15.

Draft language was introduced. There was much discussion concerning the confidentiality of required information.

Scott Bradner moved, The Board of Trustees directs Counsel to modify the proposed modification to the By-laws to include language regarding the confidentiality of this material and to bring it to the next Board meeting. Sample forms should be included.

Scott Marcus seconded the motion. There being no further discussion, the motion was passed by unanimous vote - 6 ayes, 0 nays, 0 abstentions.

ARIN Policy Process Draft - Scott Bradner presented a revised draft of the policy formation process document the Board reviewed and approved, subject to clean up, at its December 2000 meeting.

Scott Marcus moved, The Board of Trustees adopts the “ARIN Internet Resource Policy Evaluation Process” as discussed, with minor revisions to be incorporated.

David Conrad seconded the motion. Discussion was called, during which several minor modifications to the document were agreed upon. There being no further discussion, the motion was passed by unanimous vote, 6 ayes, 0 nays, 0 abstentions.

Action Item: Scott Bradner will continue to work on the policy process for non-address policies to present to the Board at or before its next meeting.

Action Item: Staff was directed to place the approved policy on the ARIN website, handout copies at the upcoming ARIN VII meetings, and to explore development of a CBT program explaining the policy.

Registration Statistics - Ray Plzak introduced the topic stating that a draft statistical report and accompanying graphs have been produced by registration services at the request of Scott Bradner. Scott Bradner commented that the statistics now being gathered are of great interest to our members.

Scott suggested that Registration Services show the type of statistics being gathered at the member meeting, but wait to post the graphs on the website until several months of statistics have been collected. The graphs should be updated monthly.

Scott Bradner moved, The Board of Trustees thanks Leslie Noble, Director of Registration Services, for her excellent work in providing meaningful statistics that are of interest to the members. David Conrad seconded the motion. It was passed by unanimous consent, 6 ayes, 0 nays, 0 abstentions.

Scott Bradner asked fellow Board members to review the proposed statistics and charts and send the ARIN President and suggestions for changes.

RIR Statistics Gathering - Scott Marcus reported on progress of the project noting that all the RIRs are contributing data. He commented on the presentation made at IETF by Frank Solensky, which was well received.

Scott mentioned he was pursuing other avenues for distribution of this information. The Board endorsed the idea of placing the graphs on the website. Scott will be presenting a report at the upcoming ARIN Public Policy meeting.

Contract Announcement - Ray Plzak reported that ARIN has signed a contract with one vendor, and is still working on a contract with another vendor. Scott Bradner has served as Board advisor to the ARIN staff throughout the process. He noted that two contracts provides needed redundancy.

A public announcement will be made when both contracts have been finalized.

AS Numbers Allocation Policy - David Conrad reported, as tasked at the December Board meeting, that he raised the issue of ARIN’s AS number allocation policy to the ARIN Advisory Council. After a brief flurry of activity there has been no substantial discussion.

David has requested that the issue be placed on the April 3 AC meeting agenda in San Francisco. He suggested that the Board defer further discussion until after the Advisory Council meeting and discussion.

Status of Office Relocation - Ray Plzak reported on the progress of the search for new office space. A real estate agent and an architect have been engaged. Many properties have been viewed, and ARIN is moving ahead to request RFPs on several sites close to the existing office location. It is anticipated that an office relocation will take place on schedule, in conjunction with the current lease expiration in October 2001.

NEW BUSINESS

WhoIs AUP - At the October 2000 member meeting the members requested that an Acceptable Use Policy be adopted for those organizations that requested “dumps” of the whois database.

Ray Plzak presented a draft AUP for the Board’s consideration.

Scott Bradner moved, The Board of Trustees adopts the following policy in regards to acceptable use of data retrieved from the ARIN WHOIS database:

Acceptable Use Policy (AUP) for ARIN WHOIS Data:

The ARIN WHOIS data is for Internet operational or technical research purposes pertaining to Internet operations only. It may not be used for advertising, direct marketing, marketing research, or similar purposes. Use of ARIN WHOIS data for these activities is explicitly forbidden. ARIN requests that it be notified of any such activities or suspicions thereof.

Ray Plzak seconded the motion. There was some discussion concerning the strength of the AUP for those who receive bulk data. The Board agreed that ARIN staff can evaluate each request and make a sound judgment on whether or not to provide the data. There was also some discussion concerning the treatment of European contacts in the database.

The motion was put to a vote and passed unanimously, 6 ayes, 0 nays, 0 abstentions.

ACTION ITEM: Ray Plzak and Counsel were asked to investigate if there needs to be any difference in treatment of the European contacts in the database.

ARIN Membership in ISOC - At the request of the Board, ARIN became a Platinum member of the Internet Society on January 1, 2001. Ray Plzak discussed the various benefits of Platinum membership, asking the Board for advice on how to distribute and assign the various items.

The Board gave the President of ARIN full discretion in assigning the various benefits. The Board recommended that Ray Plzak and a staff designee of his choice serve on the ISOC Advisory Council on behalf of ARIN.

ENUM - David Conrad introduced the topic of operating ENUM-related servers for discussion since ARIN received a request to explore the possibility. ENUM is an IETF-developed way to map phone numbers into URIs. (see RFC 2916)

After much ENUM-related discussion, the Board gave the following guidance to the President: if a specific official proposal is given to ARIN to review, ARIN should look at it. Otherwise, ARIN should not involve itself in any discussions at this time.

Procedures for Nominating/electing members to org outside of ARIN -

The Board discussed how to go about selecting people to serve in a variety of roles representing the addressing community served by ARIN.

Scott Bradner moved, The Board of Trustees requests that the previous chair of the Nomination Committee draft policies and procedures for ARIN to use in nominating people to serve in positions outside of ARIN.

Ray Plzak seconded the motion. There being no further discussion, a vote was taken. The motion passed by unanimous consent - 6 ayes, 0 nays, 0 abstentions.

Advisory Council Actions - Ray Plzak reported on two issues before the ARIN Advisory Council, a recommended IPv6 policy and virtual web hosting.

There is a policy recommendation on IPv6 before the membership, however, it was not distributed early enough for the Board to take any action. It will be discussed at the April Public Policy meetings.

The Advisory Council has not formulated a new web hosting policy recommendation, and will raise the issue again at the April Public Policy meetings.

Review of ARIN VII Meeting Format - Ray Plzak reviewed the agenda for the ARIN VII Public Policy and Members meetings to be held April 1-4, 2001 in San Francisco. Global Crossing is sponsoring the meeting.

ARIN and NANOG - Ray Plzak raised the issue of how ARIN could work more closely with the North American Network Operators Group (NANOG) and support the important role it serves for the IP address community at large. The Board endorsed the concept and directed the President of ARIN to explore ways to cooperate with NANOG.

LACNIC - Ray Plzak presented the Board with an update on the progress of the formation of LACNIC.

Membership & Fee Structure - The Board discussed the issue of revenues and fees and agreed to add it to the agenda for the April members meeting. Exploration of additional member services was also encouraged.

Action Item: Ray Plzak was asked to provide the Board with some scenarios of different fee structures for use in discussion at the next Members meeting.

Other Business - The Board tabled a discussion about the role and activity of the ARIN Advisory Council. This will be discussed at a future meeting.

Schedule Next Board Meeting - The Board asked Ray Plzak to find a date in late July or early August for the Board to meet in Chantilly, VA.

Adjournment - Scott Bradner moved that the meeting adjourn at 10:25 PM. Scott Marcus seconded the motion, which was passed by unanimous vote - 6 ayes, 0 nays, 0 abstentions.