Board of Trustees Meeting Minutes - 17 November 2002 [Archived]

Atlanta, Georgia

Attendees:

Trustees:

• John Curran, Chairman
• Scott Bradner, Secretary
• David Conrad, Trustee
• Lee Howard, Treasurer
• Bill Manning, Trustee
• Ray Plzak, President

Trustee-Elect:

Bill Woodcock, Trustee-elect

ARIN Staff:

• Thérèse Colosi, Recording Secretary
• Susan Hamlin, Director Member Services
• Richard Jimmerson, Director of Operations
• Bob Stratton, Director of Business

ARIN Counsel:

Dennis Molloy, ARIN Counsel

Guest:

Lyman Chapin

1. ICANN Reform
2. Agenda Bashing
3. Formal approval of Board of Trustees Meeting Minutes
4. Future Teleconferences
5. Privacy Statement
6. Confirm the results of the Advisory Council Election Process
7. Conflict of Interest
8. Financial Matters
9. Support for the RFC Editor
10. ARIN Bylaws Copy Protection
11. Policy Development Process
12. ARIN AC Appointment
13. Report of Special Committee on Elections
14. Travel Support for ARIN Region ASO AC Members
15. ARIN Process and Procedures Manual
16. Internal Policy Process Procedure Document
17. ARIN AC involvement in Training Program Development
18. Any Other Business
19. Adjournment

Chairman of the Board, John Curran, called the meeting to order at 7:03 p.m. EST. The presence of a quorum was noted.

1. ICANN Reform

Lyman Chapin, ICANN Board member and member of ICANN ERC, presented the ICANN ERC point of view. Discussion ensued between Mr. Chapin and the Board about ICANN reform and the transition to the new organization. Mr. Chapin left the meeting at 7:42 p.m. and the Board began the rest of the meeting at this time.

2. Agenda Bashing

The Chair reviewed the agenda and there were no changes.

3. Formal approval of Board of Trustees Meeting Minutes

Scott Bradner, acting as Secretary of the Board, moved that:

“The Board of Trustees adopt the minutes of the July 9, 2002 meeting as written.”

David Conrad seconded the motion. There being no further comments, the Chair called for a vote. The motion passed unanimously.

Scott Bradner, acting as Secretary of the Board, moved that:

“The Board of Trustees adopt the minutes of the October 7, 2002 meeting as written.”

Bill Manning seconded the motion. There being no further comments, the Chair called for a vote. The motion passed unanimously.

Scott Bradner, acting as Secretary of the Board, moved that:

“The Board of Trustees adopt the minutes of the November 1, 2002 meeting as written.”

David Conrad seconded the motion. The issue was raised by Lee Howard that the Auditor’s report contained an amendment, therefore the motion should read, “The Board of Trustees adopts the minutes of the November 1, 2002 meeting as amended.” Scott Bradner accepted this as a friendly amendment to the motion. The Chair called for a vote. The motion passed, with Ray Plzak abstaining. The Chair requested Ray Plzak’s abstention also be put on file at ARIN due to the fact that Ray Plzak could not be present at the November 1, 2002 meeting.

4. Future Teleconferences

1. Policy Proposals.
   There were several policy proposals that reached consensus at the ARIN X meeting and are currently undergoing ’last call’. The Board will need to meet to ratify these proposals. The suggested meeting dates prior to the Thanksgiving holiday are Monday, November 25, 2002 or Tuesday, November 26, 2002. Ray Plzak stated that the ARIN Advisory Council (AC) was having teleconference on Friday, November 22, 2002 to advise the Board. He stated that the Board needed to meet on either the above dates, and that he would send an email to the Board as a reminder.

2. Election of Officers.
   The Board must meet in January 2003 to elect Officers. It was decided that this would be coordinated through email.

5. Privacy Statement

At the July 9, 2002 Board meeting a Privacy Statement for the ARIN website was presented to the Board.

Scott Bradner felt the statement was too lengthy. Scott Bradner requested that the Board support the revised document (Appendix A) for use on the ARIN web page.

David Conrad requested Counsel to review the document. The Board made several suggestions for further revisions and the Chair requested the document to remanded back to the President, Scott Bradner and Counsel for further review.

6. Confirm the results of the Advisory Council Election Process as required by Article VIII, Section 5a. of the ARIN bylaws.

Scott Bradner, acting as Secretary of the Board, moved that:

“The Board of Trustees confirm the results of the ARIN Advisory Council election and note that the following individuals were elected by the membership to serve three-year terms: Bill Darte, Tanya Hinman, Alec Peterson, John Sweeting and Suzanne Woolf, and the election was conducted according to ARIN Bylaws.”

David Conrad seconded the motion. There being no further comments, the Chair called for a vote. The motion passed unanimously.

Scott Bradner, acting as Secretary of the Board, moved that:

“The Board of Trustees confirm the results of the ARIN Advisory Council election and note that Mark Kosters was elected by the membership to serve a one-year term and the election was conducted according to ARIN Bylaws.”

Lee Howard seconded the motion. There being no further comments, the Chair called for a vote. The motion passed unanimously.

7. Conflict of Interest

Scott Bradner moved that:

“ARTICLE VI, Section 15. Board of Trustees. Trustee Conflict of Interest.

a. A Trustee of ARIN who has a direct or indirect personal interest in a transaction with ARIN may not participate in any discussion of a transaction with ARIN by the Trustees of ARIN and may not vote to determine whether to authorize, approve, or ratify a transaction with ARIN;

b. A Trustee of ARIN shall have an indirect personal interest in a transaction with ARIN if: (i) any other entity in which a Trustee of ARIN has a material financial interest or in which a Trustee of ARIN is a general partner is also a party to a transaction with ARIN; or (ii) any other entity of which a Trustee of ARIN is a director, officer or trustee is also a party to a transaction with ARIN and the transaction with ARIN is or should be considered by the Board of Trustees of ARIN;

c. The existence of direct or indirect personal interest of a Trustee of ARIN in a transaction with ARIN shall be considered to be a valid transaction with ARIN as long as the following conditions shall be met: (i) the material facts of a transaction with ARIN and the Trustee’s interest in a transaction with ARIN were disclosed to the Board of Trustees of ARIN by the Trustee having a direct or indirect personal interest in a transaction with ARIN and (ii) the Board of Trustees of ARIN, by a vote of disinterested Trustees of ARIN entitled to vote on a transaction with ARIN, voted to authorize, approve or ratify a transaction with ARIN; and (iii) the transaction with ARIN in which the direct or indirect personal interest of an ARIN Trustee was disclosed to the Board of Trustees of ARIN and was determined by the Board of Trustees of ARIN to be fair to ARIN.

d. It is the prerogative of the Board of Trustees of ARIN, upon review of all facts and circumstances, to determine whether conflict of interest exists and how the conflict of interest should be resolved.”

Lee Howard seconded the motion. The Chair called for a vote. The motion passed unanimously.

The revised text is shown above after Scott accepted a friendly amendment to remove the original paragraph ’d’ for redundancy, to remove the words “both of” in paragraph c., to change ‘was’ to ‘were’ in paragraph c. (i), and to add a “(ii)” in paragraph c. The original text is included as Appendix B for reference.

8. Financial Matters

a. Finance Committee Activities.

Lee Howard provided a report. Ray Plzak stated that the Finance Committee had met twice so far and praised their work.

b. Amendment of Investment Plan.

Lee Howard, acting as Treasurer of the Board, moved that:

“The ARIN Board of Trustees amends the Investment Plan so that all occurrences of the words ‘Investment Committee’ now read ‘Finance Committee’.”

David Conrad seconded the motion. The Chair called for a vote, and the motion passed unanimously.

Lee Howard, acting as Treasurer of the Board, moved that:

“The ARIN Board of Trustees amends the Investment Plan to require that the Finance Committee will evaluate the Investment Plan on an annual basis.”

David Conrad seconded the motion. Scott Bradner stated that if necessary during the year, the Board could meet by teleconference. Scott suggested the motion read:

“The ARIN Board of Trustees amends the Investment Plan to require that the Finance Committee will evaluate the Investment Plan on at least an annual basis.”

Lee accepted this as a friendly amendment. The Chair called for a vote, and the motion passed unanimously.

c. Waiver of Fees:

Lee Howard, acting as Treasurer of the Board, moved that:

“The ARIN Board of Trustees extends the waiver of additional fees that would otherwise be assessed based on the larger initial amount of IPv6 address space from January 1, 2003 until either such time as December 31, 2003 or a new IPv6 fee schedule is published, whichever occurs first.”

David Conrad seconded the motion. The Chair called for a vote and the motion passed unanimously.

Lee Howard, acting as Treasurer of the Board, moved that:

“The ARIN Board of Trustees waives the fees for the transfer of AS numbers and IP addresses for the period 1/1/03 through 12/31/03.”

David Conrad seconded the motion. Scott Bradner requested the motion read:

“The ARIN Board of Trustees waives the fees for the transfer of AS numbers and IP addresses for the period 1/1/03 through 12/31/03, unless the Board decides otherwise.”

Lee accepted this as a friendly amendment. The Chair called for a vote, and the motion passed unanimously.

Lee Howard, acting as Treasurer of the Board, moved that:

“The ARIN Board of Trustees extends the waiver of fees for the allocation of IPv6 address space to current IPv4 subscribers from January 1, 2003 until either such time as December 31, 2003 or a new IPv6 fee schedule is published, whichever occurs first.”

David Conrad seconded the motion. The Chair called for a vote, and the motion passed unanimously.

The board broke for recess at 9:10 p.m. EST. The Chair called the meeting to order at 9:20 p.m. EST.

d. IPv6 Fee Structure.
Bob Stratton presented options for the revision of the IPv6 Fee Structure. It was the sense of the Board that the v6 fee structure be similar to that of the v4 fee structure. The Finance Committee will revise the fee structure and present it back to the Board.

e. Maintenance Fee
Bob Stratton presented options for the revision of the Maintenance Fee. The Chair asked if any one objected to consolidating this fee. It was the sense of the Board to move to a $100 maintenance fee with consolidation. The Chair requested a proposed plan.

f. 2003 Budget
Bob Stratton presented the Draft FY 2003 Budget. The Board discussed the budget and provided comments. The Finance Committee will be preparing the final budget and presenting it to the Board.

9. Support for the RFC Editor

ARIN currently supports the activity of the RFC editor through the Internet Society. At the July 9, 2002 Meeting of the ARIN Board of Trustees, the President was asked to explore the option of supporting the RFC Editor directly through the IAB. The President was also asked to determine if the money contributed by ARIN to the Internet Society was indeed going to the support of the RFC Editor. Ray Plzak provided a report on the results of his findings. All the money contributed to the Society was indeed going to the RFC editor. The Chair asked if the Board had any comments. There were no comments. No further action was required.

10. ARIN Bylaws Copy Protection

The Chairman requested that there be a means for the general public to be able to have cut-and-paste access to the ARIN bylaws that are posted on the ARIN website. However, there is a need for an immutable, authoritative copy of the bylaws to also be available to the public. This has been done. No further action required.

11. Policy Development Process

Experience gained since the formal adoption of the “Internet Resource Policy Evaluation Process” document has indicated that a review of this document is in order. John Curran led the discussion. He stated that at the recent ARIN X meeting, multiple policy proposals covering one topic made it to floor. Scott Bradner suggested revising the current policy processes as discussed in Eugene, and volunteered to work on a revised procedural document. The Board agreed that Scott should take on this task.

12. ARIN AC Appointment

Ray Plzak led the discussion. He reported that the Advisory Council met on Friday, November 15th via teleconference to discuss filling the positions vacated since the recent AC election. The AC advised that the Board appoint the persons gathering votes in positions 7 and 8 to fill the vacancies.

Ray Plzak moved that:

“The ARIN Board of Trustees confirms the Advisory Council’s recommendation that Lea Roberts fill the seat on the Advisory Council vacated by Lyric Apted.”

Scott Bradner seconded the motion. Ray then stated that the term was due to expire in one year, and that Lea Roberts would be filling out the term.

Lee Howard suggested changing the word ‘recommendation’ to ‘selection’ so that the motion read:

“The ARIN Board of Trustees confirms the Advisory Council’s selection that Lea Roberts fill the seat on the Advisory Council vacated by Lyric Apted.”

Ray accepted this as a friendly amendment. The Chair called for a vote, and the motion passed unanimously.

Ray Plzak moved that:

“The ARIN Board of Trustees confirms the Advisory Council’s selection that Stacy Taylor fill the seat on the Advisory Council vacated by John Brown.”

Scott Bradner seconded the motion. Ray stated that this selection is only good until next the election, and is a one year term.

Scott Bradner then suggested a friendly amendment to change the motion to read:

“The ARIN Board of Trustees confirms the Advisory Council’s selection that Stacy Taylor fill the seat on the Advisory Council vacated by John Brown until the next election in accordance with the bylaws.”

Ray accepted this as a friendly amendment. The Chair called for a vote, and the motion passed unanimously.

13. Report of Special Committee on Elections

Scott Bradner moved that:

“The ARIN Board of Trustees ratifies the actions taken by the Special Committee on Elections to extend the nominating period.”

Lee Howard seconded the motion. The Chair called for a vote, and the motion passed with Ray Plzak, Scott Bradner, and John Curran, members of the Special Committee, abstaining.

During the recent election period for selecting members of the ARIN Board of Trustees, the ARIN Advisory Council and the ASO Address Council, it became apparent that there should be a review of the ARIN bylaws processes and procedures in regard to the elections. Items that should be reviewed include, but are not limited to:

1. Conflict of Interest of persons holding ARIN-related elected positions and membership on the ARIN Board of Trustees.

2. The nominating process for:

• ARIN Board of Trustees
• ARIN Advisory Council
• ASO Address Council

John Curran led this discussion and asked for volunteers to look at these issues. Scott Bradner volunteered to post these issues to a discussion list with the Board in agreement.

14. Travel Support for ARIN Region ASO AC Members

ARIN currently provides travel support to ASO AC members to attend the ARIN meetings, the ASO General Assembly meeting if it is held at a venue other than an ARIN meeting, and to one other meeting of the AC that may be held during the year. This support is provided upon request. The RIRs, as a part of the Secretariat costs, jointly provide for the travel of the ASO AC Chair to the ICANN meetings.

It was suggested that support should be extended to include travel for the ARIN-elected ASO AC members to the ICANN meetings. The Board noted that there were several options for implementing this suggestion. It was the sense of the Board that the President explore the various options and implement the one he deemed most appropriate. The following is provided as information to the board:

ARIN will reimburse the travel costs of the members of the ASO AC elected by the ARIN region in accordance with ARIN travel expense guidelines to participate in the following events:

1. ARIN Public Policy Meetings.
2. ASO General Assembly (if held at a location other than an ARIN Public Policy Meeting).
3. One special face-to-face meeting of the ASO AC (if held at a location other than an ARIN Public Policy meeting).
4. Scheduled ICANN meetings. One member to each ICANN meeting. The President, in consultation with the ASO AC Chair, will determine which member, if any, will attend.

Ray stated that one member per meeting was sufficient. It was determined that there was no need for a vote. Scott Bradner suggested adding the words “in accordance with ARIN staff travel expense guidelines.” Ray also stated that he would inform the other RIRs about ARIN’s procedures.

15. ARIN Process and Procedures Manual

As discussed in the last Board meeting, ARIN is to produce a manual of the ARIN practices and procedures. Susan Hamlin led the discussion on the proposed table of contents of this document (Appendix C), and Board approval for ARIN staff to look at the bylaws and put into the manual.

16. Internal Policy Process Procedure Document

Scott led a discussion on an Internal Policy Process Procedure document. This document outlines the process to be followed to adopt procedures such as this one, and the public policy process that deal with Board responsibilities. David Conrad requested deferring this topic to a later discussion. Scott Bradner will prepare a document for review by the Board and ARIN Counsel.

17. ARIN AC involvement in Training Program Development

The Community Learning and Education Working Group has been dissolved because of in-activity. However, there is still a requirement set forth by the Articles of Incorporation and affirmed by the ARIN mission statement for ARIN to conduct training and education activities.

Ray Plzak moved that:

“The ARIN Board of Trustees directs the Advisory Council to form a standing committee devoted to ARIN training program development. The President shall provide guidance to the Advisory Council concerning the formation of this committee and shall, on behalf of the Advisory Council, submit a charter for this committee to the board at the next regularly scheduled meeting.”

Scott Bradner seconded the motion. After a brief discussion, Scott suggested the motion be withdrawn. It was the sense of the Board that this topic be further reviewed for alternatives. The Chair suggested input from members on what ARIN should be doing for outreach and training. He asked for any objections. There were no objections, and the motion was withdrawn.

18. Any Other Business

a. Scott Bradner requested sending a thank-you letter to the retiring AC members from the Board. Ray Plzak asked if this is done for retiring ASO AC members from the ARIN AC. Scott answered that it was. It was decided that thank-you letters would be sent from the Board to the retiring AC members.

b. Registry of Last Resort. This topic will be discussed on the Board list.

19. Adjournment

The Chair called for a motion to adjourn at 11:24 p.m. EST. Scott Bradner moved for adjournment. This was seconded by David Conrad. The Chair called for a vote, and the motion passed unanimously.

APPENDIX A

Privacy Statement

The American Registry for Internet Numbers places a high value on the privacy of our members and other visitors to our site.

WHAT INFORMATION DO WE COLLECT?
Certain visitor characteristics are saved by the web server software in our web server logs (e.g. operating system, browser version, and Internet Protocol (IP) address). We do not link this information with individual visitors to the site.

ARIN requires some visitors its web site to provide certain personally identifiable information for purposes such as becoming a member, renewing membership, handling template requests, participating in discussion groups, submitting inquiries and comments, or registering for conferences. This information may include name, postal address, email address, and other pertinent data.

WHAT WE DO WITH THE INFORMATION
We analyze the web site logs to assess aggregate usage trends in order to better serve the needs of visitors to the site. The raw log files are deleted after this analysis. Under some circumstances the log information may be used for purposes of systems administration or server troubleshooting and security.

We do not sell, rent or share any personally identifiable information supplied by web site visitors or our membership mailing list. We may occasionally subcontract or provide information about members who have asked to receive information about specific offerings to third party subcontractors, but only on contractual terms that protect and after measures have been taken to monitor against misuse and unauthorized disclosure of that information. Instructions for subscribing to the offerings are supplied below.

Membership information is collected and maintained solely in order to provide our members with access to specific benefits accorded to them through membership in ARIN. Any further email addresses, phone numbers, or other contact information submitted by visitors voluntarily in the course of inquiries and comments are used only for purposes of taking action in relation to the nature of the inquiry or comment.

ARIN’s WHOIS program provides information on IP addresses, autonomous system numbers (ASNs), and related objects including name servers and Points of Contacts (POC). Data is supplied when ARIN provides bulk copies of the WHOIS output. See Policy Proposal 2002-4: Bulk copies of ARIN’s WHOIS for more information on the bulk data usage restrictions and processes.

USE OF COOKIES
We currently do not use cookies on our site, but may do so in the future.

MEMBERSHIP DATABASE
ARIN members may receive periodic email or postal mailings from us with information about ARIN, upcoming events, or issues related to ARIN and RIR policy. In addition, our website lists our member organization’s names and a link to their website (if the URL is provided by the member).

SECURITY
Our site supports use of secure socket layer (SSL) encryption technology to encrypt your personally identifiable information prior to transmission over the Internet. Users whose browsers do not support SSL encryption are encouraged to contact us by phone or in writing.

While no data transmission over the Internet can be guaranteed to be 100 percent secure, we take measures designed to protect the security of data transmitted to us upon receipt. Access to our databases, including the member database, and system administration logs, are restricted to authorized users only. Online transactions of a sensitive nature, e.g. credit card numbers, are protected by secure browser connections.

LINKS
This web site contains links to other sites. Please be aware that ARIN cannot be responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of those sites that collect personally identifiable information. This privacy statement pertains only to ARIN’s web site.

DISCUSSION GROUPS
Please note that this privacy statement does not apply to any posting by you in any of the ARIN discussion groups, discussion threads or similar interactive areas of this Web site. Your participation in those discussion areas and anything you post in those areas will be attributed to you and displayed, republished and otherwise disseminated by ARIN, in accordance with the Acceptable Use Policy you agree to abide by in order to participate in those areas.

COMPLIANCE
If you have any questions regarding our privacy policy or you feel that this site is not following its stated information policy, please contact the ARIN Member Services Department, by email to memsvcs@arin.net. You may also contact us at that address if you have any concerns about the accuracy of personally identifiable information associated with your ARIN membership, or wish to correct what we have collected from you. Contact information for where to send changes regarding your information in the ARIN WHOIS database can also be found on the “Contact Us” page of this website.

CONSENT AND CHANGES TO THIS POLICY
Subject to the above provisions, by using our site, you consent to the collection and use of information by us in accordance with this policy. If we decide to change our privacy statement, we will post those changes on this page. Any changes to this privacy statement will also be announced on the ARIN home page at http://www.arin.net.

APPENDIX B

ARTICLE VI, Section 15. Board of Trustees. Trustee Conflict of Interest.

a. A Trustee of ARIN who has a direct or indirect personal interest in a transaction with ARIN may not participate in any discussion of a transaction with ARIN by the Trustees of ARIN and may not vote to determine whether to authorize, approve, or ratify a transaction with ARIN;

b. A Trustee of ARIN shall have an indirect personal interest in a transaction with ARIN if: (i) any other entity in which a Trustee of ARIN has a material financial interest or in which a Trustee of ARIN is a general partner is also a party to a transaction with ARIN; or (ii) any other entity of which a Trustee of ARIN is a director, officer or trustee is also a party to a transaction with ARIN and the transaction with ARIN is or should be considered by the Board of Trustees of ARIN;

c. The existence of direct or indirect personal interest of a Trustee of ARIN in a transaction with ARIN shall be considered to be a valid transaction with ARIN as long as both of the following conditions shall be met: (i) the material facts of a transaction with ARIN and the Trustee’s interest in a transaction with ARIN was disclosed to the Board of Trustees of ARIN by the Trustee having a direct or indirect personal interest in a transaction with ARIN and the Board of Trustees of ARIN, by a vote of disinterested Trustees of ARIN entitled to vote on a transaction with ARIN, voted to authorize, approve or ratify a transaction with ARIN; and (ii) the transaction with ARIN in which the direct or indirect personal interest of an ARIN Trustee was disclosed to the Board of Trustees of ARIN and was determined by the Board of Trustees of ARIN to be fair to ARIN.

d. The existence of direct or indirect personal interest of a Trustee of ARIN in a transaction with ARIN shall not make the transaction voidable if: (i) the material facts of a transaction with ARIN and the Trustee’s interest in a transaction with ARIN was disclosed to the Board of Trustees of ARIN by the Trustee having a direct or indirect personal interest in a transaction with ARIN and the Board of Trustees of ARIN, by a vote of disinterested Trustees of ARIN entitled to vote on a transaction with ARIN, voted to authorize, approve or ratify a transaction with ARIN; or (ii) the material facts of the transaction with ARIN and the Trustees interest were disclosed to the Board of Trustees of ARIN and was determined by the Board of Trustees of ARIN to be fair to ARIN.

e. It is the prerogative of the Board of Trustees of ARIN, upon review of all facts and circumstances, to determine whether conflict of interest exists and how the conflict of interest should be resolved."

APPENDIX C

ARIN PROCESSES AND PROCEDURES MANUAL

Table of Contents

1. Definition of General Member in Good Standing

2. Nomination and Election of Board of Trustees
   a. Eligibility
   b. Nomination process
   c. Notifying members of nominations
   d. Voting process
   e. Counting of votes
   f. Announcement of results

3. Nomination and Election of Advisory Council
   a. Eligibility
   b. Nomination process
   c. Notifying members of nominations
   d. Voting process
   e. Counting of votes
   f. Announcement of results

4. Nomination and Election of Representatives to the ASO AC from the
   ARIN Region
   a. Eligibility
   b. Nomination process
   c. Notifying members of nominations
   d. Voting process
   e. Counting of votes
   f. Announcement of results

5. Additional items. Scott Bradner suggested adding the Elections Committee and the Election Process. Ray Plzak also suggested pulling the procedural language from bylaws and inserting it into this document instead. Other suggested items were the: Finance Committee, Membership, and Board Procedures such as the Approval of Minutes and Calling of Meetings. Susan Hamlin will coordinate with the appropriate members of the Board on this document and will provide to ARIN Counsel for review.