Board of Trustees Meeting Minutes - 21 July 2003 [Archived]

Chantilly, VA

Attendees:

Trustees:

• John Curran, Chairman
• Scott Bradner, Secretary (attending via telephone)
• David Conrad, Trustee
• Lee Howard, Treasurer
• Bill Manning, Trustee
• Ray Plzak, President
• Bill Woodcock, Trustee

ARIN Staff:

• Richard Jimmerson, Director of Operations
• Susan Hamlin, Director of Member Services
• Mary K Lee, Director of HR and Administration
• Virginia Listman, Director of Engineering
• Leslie Nobile, Director of Registration Services
• Bob Stratton, Director of Business
• Thérèse Colosi, Recording Secretary

ARIN Counsel:

• Dennis Molloy, ARIN Counsel
• Steve Ryan

1. Welcome and Agenda Bashing

The Chair called the meeting to order at 9:01 a.m. EDT. The presence of a quorum was noted. The Chair explained that since Scott Bradner could not physically be at this meeting, item 10 might not be discussed. The Chair asked if there were any comments regarding the Agenda. RP requested adding a discussion of WSIS under Any Other Business. All agreed to discuss this issue.

2. Approval of the Minutes of March 18, 2003

Lee Howard moved that:

“The ARIN Board of Trustees adopt the minutes of the March 18, 2003 meeting as written.”

This was seconded by Bill Manning. The motion carried unanimously.

3. Approval of the Minutes of April 7, 2003

Lee Howard moved that:

“The ARIN Board of Trustees adopt the minutes of the April 7, 2003 meeting as written.”

This was seconded by David Conrad. The motion carried unanimously.

4. Approval of the Minutes of June 16, 2003

Lee Howard moved that:

“The ARIN Board of Trustees adopt the minutes of the June 16, 2003 meeting as written.”

This was seconded by David Conrad. The motion carried unanimously.

RP noted to the Chair the presence of the ARIN Directors, some of whom would be presenting during the meeting.

5. Discussion of 2004 ARIN XIII Public Policy/Member Meeting

The two choices of when and where to hold the meeting are:

1. Sunday, April 18 - Wed, April 21 - Montreal Mont-Royal
2. Sunday, April 18 - Wed, April 21 - Vancouver, Sheraton Wall Center

Susan Hamlin explained the status of the two locations, and requested the Board’s decision. The Board agreed to hold the meeting in Vancouver. The Chair asked for further any comments. Bill Manning asked if this would be a joint meeting with NANOG, and Susan explained that currently ARIN and NANOG only hold joint meetings in the fall. Bill Woodcock asked if ARIN considered holding both the spring and fall meetings jointly with NANOG. Susan replied that holding future joint meetings had been discussed with NANOG, but not holding specifically both spring and fall meetings. The Chair expressed his opinion that he was very supportive of each ARIN meeting being held jointly with NANOG. Bill Manning stated that possibly holding the ARIN meeting jointly with another industry group sometime in the future might also be beneficial.

Ray Plzak asked Susan to explain how hosting a joint meeting is done. Susan gave a brief presentation stating that NANOG’s requirements are very different than ARIN’s, which can sometimes cause difficulties but have always been worked out.

The Chair called for any further comments. There were none.

6. The ARIN Election and Appointment of Conflict of Interest List

Lee Howard moved that:

“Pursuant to Article IX, Section 7 of the ARIN Bylaws, the ARIN Board of Trustees approves “The ARIN Election Conflict of Interest List” dated July 21, 2003.

This was seconded by David Conrad.

Lee Howard pointed out that he did not believe it actually was Article IX, Section 7, unless the Bylaws had been re-numbered. Susan Hamlin explained that the Article number had actually been changed this morning.

Chair asked for further comments. A brief discussion ensued with all in agreement on the COI list. The Chair called the vote and the motion carried unanimously.

This list is attached for reference as Exhibit A .

Ray Plzak asked that if there was no objection, he would have the list posted to the website immediately. The Board agreed.

7a. Approval of the modified Finance Committee Charter

Due to the SEC’s adoption of new rules for Board Audit Committees, and given the fact that ARIN follows SEC rules (as do most non-profits), ARIN has modified its Finance Committee Charter. The modified Charter is attached for reference as Exhibit B , along with a letter from ARIN’s auditors recommending and endorsing these modifications.

Ray Plzak moved that:

“The ARIN Board of Trustees approve the Finance Committee Charter dated July 21, 2003.”

This was seconded by David Conrad. Lee Howard read the changes that were made to the Charter for the Board. The Chair asked for clarification on the third item of the Auditor’s letter, ‘Chairman of the Board’s position on the Committee’. Bob Stratton explained that this was requested of the Auditors. The Chair asked for any further comments. He asked if there were any alternatives. Ray stated it could be ignored. Lee Howard said it makes more sense to be conservative and follow these recommendations. The Chair asked the Treasurer if he recommended this, and Lee said yes.

The Chair called the vote and the motion carried unanimously.

The Chair asked for a volunteer, adding the following item to the Agenda:

7b. Filling a Vacancy on the Finance Committee

The Chair stated that the Finance Committee consists of the Treasurer and two (2) other Board members. One Board member is currently needed. David Conrad volunteered. Lee Howard moved to nominate David Conrad, and this was seconded by Bill Woodcock. The motion passed unanimously, except for David Conrad, who abstained.

8. Discussion of the Draft 2004 Budget

Concern regarding IP address IP address hijacking was raised in regard to legal fees. ARIN Counsel explained that it has not been an issue so far, and that ARIN is cooperating fully with the companies who are victims of IP address IP address hijacking. It was agreed to leave the legal items of the budget as-is. It was stated that ARIN investigates and if it cannot substantiate what is alleged, ARIN does not take action. Bill Manning stated concern that legal fees are up but that the Defense Fund is not, and asked if this would be an issue. Lee Howard responded that currently the budget amount is an unknown at this point, and recommended to leave it as-is. This was agreed upon by the Board.

Bill Manning also asked about the Contingency Fund’s usage. Ray Plzak explained that the fund is at the President’s discretion to be used for unexpected items that may arise, for example, unforeseen travel, new salaries, v6 services at ARIN that may need to be implemented.

The Chair asked for the timeline, and Bob Stratton stated it was to be approved in November.

9. Declaration of the definition of “current” as it pertains to Article III, Membership, Section 3 of the ARIN Bylaws

Article III, Section 3 is included for reference as Exhibit C.

Ray Plzak moved that:

“The ARIN Board of Trustees declares that for purposes of the ARIN Bylaws, Article III, Section 3, the term “current” is defined as having no outstanding invoices sixty (60) days beyond the invoice due date. For purposes of membership, invoices are tied to Org IDs for subscriber members, and organization name in the case of non-subscriber members.”

This was seconded by David Conrad. At this time Lee Howard excused himself from the meeting due to a possible conflict of interest. The Chair asked if there were other alternatives (e.g., a 30, 60, or 90 day period). Ray Plzak explained that 30 days was too short of a timeframe, with most credit card companies not even considering a payment ‘late’ until 60 days. Bob Stratton further explained that 60 days was a standard ‘overdue’ time frame. Susan Hamlin interjected that the time period also impacted a member’s ability to nominate and vote in elections as well.

There were no further comments, and the Chair called the vote. The motion carried unanimously, noting Lee Howard as absent.

The Chair called Lee Howard back into the meeting.

At 11:05 a.m. EDT, Scott Bradner joined the meeting via teleconference.

Scott first commented on Item 4 of the ARIN Election COI List asking why it stated ‘remaining year(s)’ and not just time. He suggested changing it to read ‘remaining time’. The Chair requested the other Board members to consider this change, and all agreed. The Chair announced the motion on table and all in were in favor. The modification will be made by ARIN staff.

10. Discussion of IP Address hijacking

Discussion ensued with all expressing their concern on the IP address hijacking issue, and possible resolutions to the problem.

Scott Bradner left the meeting at 11:20 a.m. EDT. Leslie Nobile presented slides covering how IP address hijacking happens, what implications and impacts this has had on ARIN, and how ARIN is handling the situation. Ray Plzak requested that Richard Jimmerson briefly explain to the Board the media attention ARIN has been receiving as well. Richard briefly explained the growing exposure ARIN has gotten in the press as a result of the recent IP address hijacking incidences.

Tactics were discussed on how to handle IP address hijacking. It was felt the ISPs announcing the space needed to work with ARIN, that ARIN could not do it alone.

The meeting recessed for lunch at 12:00 p.m. and reconvened at 1:27 p.m. The Board continued to discuss the pros and cons of other possible actions concerning IP address hijacking.

Due to fire alarm testing, the Chair moved to recess at 1:47 pm EDT. The meeting reconvened at 1:52 pm. EDT.

Ray Plzak suggested the Board form a committee to further investigate this issue. The Chair called for any Board members interested in participating in investigating the resolution to this issue to volunteer on the Board list to form a committee.

11. Summary of Advisory Council Activity

Information on policy proposals either abandoned or in progress, is provided to the Board as an informational item and is included for reference in Exhibit D.

Ray Plzak discussed and reviewed the AC’s activities. The Chair advised the President to have ARIN staff continue to work with the AC.

Bill Manning asked how is global coordination policy issues were being handled by the AC. Ray Plzak explained that there were two lists, one for RFC 2050 and one for v6. AC members are on the appropriate lists and viewing what is being discussed. As a course of action, ARIN staff is traveling to other RIR meetings and input is given back to the AC. Bill asked if this could this lead to the AC crafting policy positions that are gleaned from other regions, and Ray Plzak replied yes.

12. Acceptance of the ARIN AC’s recommendation to adopt Policy Proposal 2002-5: Amnesty Requests

Lee Howard moved that:

“The ARIN Board of Trustees, based on the recommendation of the Advisory Council and noting that the Internet Resource Policy Evaluation Process has been followed, adopts Policy Proposal 2002-5: Amnesty Requests.”

This was seconded by David Conrad.

Richard Jimmerson presented the text of the proposal from the ARIN website under Policy Proposal Archive.

The Chair called for any comments. Bill Woodcock explained what changes had been made to the text, and discussion ensued regarding this policy proposal.

Bill Woodcock then suggested replacing the word ‘shall’ with ‘may’, and removing ‘ARIN staff shall’ replacing it with “ARIN may”. The new text would read:

“If an organization, whether a member or non-member, ISP or end-user, relinquishes a larger block of portable address space to ARIN, they shall be allowed to receive a smaller block, /24 or shorter, in exchange. The organization will not be required to justify their use of the new, smaller block. The organization must return the block to be exchanged within 12 months. ARIN may, at its discretion, determine whether the smaller replacement block may be a subnet of the returned block, or a block allocated from some different range. If any of the relinquished blocks had associated maintenance fees, then the new block will be subject to the appropriate fees for that block size. Likewise those without maintenance fees shall remain so.”

Bill Manning commented that if one was returning 128/9 allocated long ago and only needed a /24, is it still legacy space, or is it ARIN-managed space? He stated that the last line suggested it was ‘grand-fathered’ in that the rest of the space is ARIN-managed space. All agreed that this is what the text implied.

The Board agreed that Bill Woodcock’s suggestions were a favorable. The Board felt these were not substantive changes, and that the policy language did not need to be pushed back to the AC.

The Chair read the new language and Lee Howard accepted the friendly amendment. The Chair called the vote and the motion carried unanimously.

The Chair suggested creating a document with guidance to the AC on proposal writing. Ray Plzak stated the Policy proposal process document would cover this matter.

Ray requested adding a discussion to the Agenda regarding creating a small committee of he Board to take on the matter of AC Policy Advice. It was agreed discuss this topic as 16 b., under Policy Proposal Process Document on the Agenda.

13. Acceptance of the ARIN AC’s recommendation to adopt Policy Proposal 2002-6: Aggregation Requests

Lee Howard moved that:

“The ARIN Board of Trustees based on the recommendation of the Advisory Council and noting that the Internet Resource Policy Evaluation Process has been followed, adopts Policy Proposal 2002-6: Aggregation Requests.”

This was seconded by David Conrad.

Bill Woodcock noted some cloudiness to the language in the last sentence and the same ‘shall” vs. ‘may” issue arose. The Chair read the language and a brief discussion ensued.

Ray Plzak did not support the sentence:

“For example, if an organization relinquished three /24s, they should be allowed to take either a /24, a /23, or a /22 in exchange.”

He requested it be removed; stating that explaining the policy within the policy is not good form. The Board agreed with this change.

It was also suggested that “…by the ARIN Staff…” being removed as being too specific, since all of the work is done by ARIN.

Lee Howard accepted these friendly amendments. The Chair read the new language as follows:

“If an organization, whether a member or non-member, ISP or end-user, relinquishes a group of portable, non-aggregate able address blocks to ARIN, they shall be allowed to receive a block in exchange, /24 or shorter, but no more than the shortest block that could contain all of the returned blocks. Exchanged space shall be returned within 12 months. If the gain in the number of addresses is greater than 4096, the aggregation request must be evaluated by ARIN in accordance with the current IPv4 allocation policy. If all of the previous address blocks were maintained in the ARIN database without maintenance fees, the replacement space may be as well, but if any one of the returned blocks had associated maintenance fees, then the replacement block may also be subject to maintenance fees.”

The Chair called the vote and the motion carried unanimously.

14. Confirmation of the election of Kim Hubbard to the ARIN Region ASO Address Council

On January 17, 2003, Kim Hubbard was elected by electronic vote as an Interim Member of the ARIN Region ASO AC due to a vacancy that arose.

Lee Howard moved that:

“The ARIN Board of Trustees confirms the appointment of Kim Hubbard, in accordance with ARIN’s Procedure for the Appointment of an Interim Member of the Address Supporting Organization Address Council (ASO AC), as an Interim Member of the ARIN Region ASO AC, as of January 17, 2003.”

This was seconded by Ray Plzak. It was noted that Kim’s Interim Member term will end December 31, 2003. The motion carried unanimously.

15. Discussion of ARIN’s Registration Services Agreement (RSA)

Bob Stratton gave an overview of the context of the document to the Board. The Board and Counsel discussed the Agreement. Ray Plzak proposed to re-draft the RSA and discuss it on the Board’s list, after which a teleconference would be held to approve the Agreement. All were in agreement.

At this time, the Board recessed for 10 minutes. The meeting reconvened at 3:45 pm.

16. Discussion of the Public Policy Proposal Process

Richard Jimmerson presented a flowchart based on a presentation made by Scott Bradner at the ARIN XI meeting in Memphis, TN, and based on comments made on the public policy mailing list and on the ARIN Board list.

Guidelines for Submitting a Policy Proposal (template). The Board agreed to discuss this further on their list.

17. Discussion of the Number Resource Organization (NRO) MOU

The Board discussed this topic.

18. Discussion of the Address Supporting Organization (ASO) MOU

The Board discussed this document as a possible replacement for the current ASO MOU.

19. Discussion of the ASO AC Electronic Vote

Ray Plzak stated that the ASO AC is considering adopting this means of voting. He expressed concern that this could result in actions taken without a meeting and, because of this, he is going to discuss this with the ASO AC. The Board was in agreement that the ASO AC should not take actions without a meeting.

20. Discussion of the Management of Key Signing Key

In their July 17, 2003 teleconference meeting, the ARIN Advisory Council stated that they would not be making a recommendation to the ARIN Board at this time on this issue, but asked that the Board consider the following points:

1. That the ARIN Board request legal opinion(s) regarding how key signing could be accomplished while significantly limiting the liability concerns;

2. That ARIN Staff provides to the ARIN AC and ARIN Board, an estimate of the resources that would be needed in order to carry out this function; and,

3. That the ARIN Board concurs that ARIN’s Articles of Incorporation does not preclude ARIN from carrying out this function.

The ARIN AC may make a recommendation to the Board in the future, after these considerations have been addressed.

The Chair agreed that the concerns of the AC were the same as the Board’s, but noted that he did not see anyone stating it was an important function that needs to get done, and asked if anyone had commented on this. Richard Jimmerson stated that some AC members did agree it needed to be done and an entity like ARIN should do it, but were very concerned about the risks involved in carrying out the task.

The Board decided to decline the task. Ray Plzak stated he would meet with the other RIR CEOs to work together to remove this IRR task from the current Internet draft.

21. Discussion of Internal Policy Procedure Document

This item was postponed to the next meeting due to Scott Bradner’s absence.

22. Any Other Business

22a. ARIN Fact Sheet

Ray Plzak noted the inclusion of the ARIN Fact Sheet, included as a handout for the meeting. He requested that the Board use it to hand out to colleagues when asked for information, if they felt it useful, and offered to have it could be sent to them upon request.

22b. World Summit on the Information Society (WSIS)

The Chair stated that the RIRs need to educate government agencies in each of their particular regions. He stated also stated that the RIRs need to provide outreach to these agencies, letting them know that the Registries are willing to provide information concerning IP addressing assignment processes. Ray Plzak stated that when he is in Johannesburg in September for the AFRINIC meeting, he and Bill Woodcock would engage other attendees in discussions on ways for the RIRs to proceed.

23. Adjournment

The Chair entertained a motion to adjourn at 5:21 p.m. EDT. Lee Howard moved to adjourn and this was seconded by David Conrad. The motion carried unanimously.

EXHIBIT A

ARIN Election and Appointment Conflict of Interest List

July 21, 2003

This list of possible conflicts of interest shall remain in force until superseded by future amendments by the ARIN Board of Trustees.

1. The roles covered by this set of conflict of interest rules are:

a. Member of the ARIN Board of Trustees.
b. Member of the ARIN Advisory Council.
c. Member of the ICANN ASO Address Council.
d. Staff of ARIN, except the President acting in that capacity.

2. An individual may not serve in more than one of the covered roles at the same time.

3. An individual may not run for election to more than one covered role at the same time.

4. An individual currently serving in one of the covered roles with remaining year(s) on his/her term and wishing to run for election to another covered role must agree to resign from his/her current role upon election to the new role.

5. An individual serving as a member of a Nomination Committee for a covered role may not run for election to the role for which the Committee was created.

6. An individual may not serve in one of the covered roles at the same time as he/she:

a. Serves on the governing Board of another RIR.
b. Serves as one the representatives to the ICANN ASO AC from another RIR.
c. Is a member of the staff of another RIR.
d. Is a member of the ICANN staff or its Board of Directors.

EXHIBIT B

CHARTER OF THE FINANCE COMMITTEE

July 21, 2003

The committee shall consist of the Treasurer, and two other members from The Board of Trustees. It shall function in three areas: Finance, Audit, and Investment. The Treasurer shall serve as the committee chair. The President/CEO and Director of Business will serve as committee liaisons.

FINANCE

The Committee shall:

1. Periodically review ARIN’s fee structure and make recommendations to the board, if necessary.
2. Review support for outside organizations.

AUDIT

The Committee may:

Review the auditor report.
Receive all correspondence between auditor and ARIN, directly from the auditor.
Receive a copy of the auditor’s adjustments, directly from the auditor
The committee may meet with auditors directly.
Present the audit report to the Board of Trustees, for their acceptance.
Hire auditors.
Bring in outside council for opinions on the audit and ARIN’s books, from time to time. Such reviews will be paid for by ARIN.

INVESTMENT

The Committee shall:

1. Review the investment performance on, at least, an annual basis.
2. Assess the investment advisor.
3. Audit the plan by receiving quarterly reports.
4. Recommend changes to the plan, when necessary.

Changes shall include, but not be restricted to, the following:
New allocation of monies between the funds.
Change the percentages in the funds among the asset classes.
Change the investment advisor.

EXHIBIT B (Cont.)

Letter from Auditor

July 2, 2003

Robert Stratton
Director of Business
American Registry for Internet Numbers, Ltd.
3635 Concord Parkway, Suite 200
Chantilly, VA 20151-1130

Dear Bob,

As we discussed, I am writing this letter as a follow up to our recent conversations regarding the structure of ARIN’s Finance Committee. The items discussed and my thoughts are as follows:

The President & CEO’s position on the Committee

The President & CEO should not be a voting member of the Committee. He can, however, act as a staff liaison. Lending valuable perspective and insight to the meetings.

Number of members on the Committee

You asked my opinion as to whether to Committee should be comprised of 2 or 3 members. My recommendation would be to have 3 members. This would eliminate the possibility of any ties if a vote were required. It also makes it easier to handle the rotation of members on and off of the Committee. With a 2 member Committee, if someone drops off you are left with only one person.

Chairman of the Board’s position on the Committee

This would not be a problem. The Chairman can be a full voting member of the Finance Committee.

If you have any questions or need further explanation of my comments, please let me know.

Sincerely,

---

Jeffrey A. Stefan, CPA
Partner

EXHIBIT C

Definition of “Current”

Article III, Membership:

Section 3. General Members. The General Membership shall consist of entities that pay subscription fees or such other fee or fees as the Trustees may establish from time to time. Any entity from one of the following categories may be a General Member: all persons, Internet service providers, associations, corporations, firms, educational and research institutions, and governmental organizations wishing to participate in open system protocol network activities. A general member in good standing is defined as an entity that is current on all membership and/or resource fee payments. The Board of Trustees shall determine the timeframe of what constitutes “current”.”

EXHIBIT D

ARIN Advisory Council Activity Summary

July 15, 2003

Raymond A. Plzak
President, ARIN Board of Trustees
American Registry for Internet Numbers
3635 Concorde Parkway, Suite 200
Chantilly, VA 20151

RE: Summary of ARIN Advisory Council Actions Related to Public Policy Discussions

Dear Ray:

The following information is provided as a status report of the ARIN Advisory Council’s actions related to the Policy Proposals recently discussed on the Public Policy Mailing List, and at the ARIN XI Public Policy Meeting.

The AC is trying to change the way it works, both with existing policy proposals, and the process going forward. At least two AC members will be assigned to a policy area and will be tasked with keep track of it. The AC has addressed the following Public Policies:

Final Call Pending/Completed:
2003-5: Final call completed. Based on comments received during the final call, text is being re-drafted for posting to the PPML.
2002-5: Final call completed. The AC recommended the ARIN Board adopt this proposal during the AC’s 5/8/03 meeting.
2002-6: Final call completed. The AC recommended the ARIN Board adopt this proposal during the AC’s 5/8/03 meeting.

Further Work Needed by AC:
2003-3: Almost ready for posting back to the PPML.
2003-4: IPv6 Working Group will consider this proposal and come back with recommendations.
2002-2: The AC will work on a new version incorporating feedback into a straw man for an inter-RIR design team that will focus on a global policy.
2002-3: The AC will be working on simplifying existing multi-homing proposal.
2003-9: New language has been drafted and is under review on the PPML. Proposal will be brought forward at the next public policy meeting in October.

Abandoned:
2003-1 and 2003-2: Discussed on PPML and Public Policy Meeting. Under discussion as to what the next steps will be.
2003-6: Abandoned as is, feedback incorporated with 2002-3.
2003-7: Abandoned as is, though there will be an education effort of the AC about the RIR’s relationship with IANA, with an eye towards developing a global policy.
2003-8: Abandoned.

AC Actions on Policy Proposals
July 15, 2003
Page Two

New issues:
Multiple Service Operators (MSO)/Open Access - multiple cable providers in the same area.
Management of Key Signing Key - if possible, the AC will make a recommendation to Board on this issue.
Policy Process – Along with working on a policy proposal template, the AC is working to document its internal procedures, both for public documentation as well as education of new AC members.

The AC has also adopted a new procedure for the election of its Chair. Please feel free to contact me with any comments.

Sincerely,

Alec H. Peterson
Chair, ARIN Advisory Council