Board of Trustees Meeting Minutes - 11 November 2003 [Archived]

Minneapolis, MN

Attendees:

Trustees:

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

ARIN Staff:

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

ARIN Counsel:

• Steve Ryan

1. Welcome and Agenda Bashing.

The Chair called the meeting to order at 6:07 CST. The presence of a quorum was noted. The Chair asked for any comments on the agenda. It was acknowledged that Bill Woodcock would arrive late. After discussion, it was decided that items 11 and 14 be moved to Any Other Business under 21 A and 21 B respectively, so that Bill could be present for those discussions.

2. Approval of the Minutes of July 21, 2003.

Scott Bradner, as Secretary, moved that:

“The ARIN Board of Trustees adopt the Minutes of July 21, 2003 as written.”

This was seconded by Lee Howard and the motion carried unanimously.

3. Approval of the Minutes of October 23, 2003.

Scott Bradner, as Secretary, moved that:

“The ARIN Board of Trustees adopt the Minutes of October 23, 2003 as written.”

This was seconded by Bill Manning and the motion carried unanimously.

4. Approval of the Minutes of October 24, 2003.

Scott Bradner, as Secretary, moved that:

“The ARIN Board of Trustees adopt the Minutes of October 24, 2003 as written.”

This was seconded by David Conrad. Scott Bradner re-iterated that Bill Manning had waived his right to be present at that meeting. The motion carried unanimously.

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

Scott Bradner, as Secretary, moved that:

“The ARIN Board of Trustees, noting that the election for the members of the ARIN Advisory Council was conducted according to ARIN Bylaws, confirms that Leo Bicknell; Mark Kosters; Lea Roberts; Robert Seastrom; and, Stacy Taylor were elected by the membership to serve three-year terms.”

This was seconded by Ray Plzak. The Chair requested confirmation the results had been verified, and the Secretary confirmed that they had. The motion carried unanimously.

Scott Bradner, as Secretary, moved that:

“The ARIN Board of Trustees, noting that the election for the members of the ARIN Advisory Council was conducted according to ARIN Bylaws, confirms that Andrew Dul was elected by the membership to serve a two-year term.”

This was seconded by David Conrad. The Chair requested confirmation the results had been verified, and the Secretary confirmed that they had. The motion carried unanimously.

Scott Bradner, as Secretary, moved that:

“The ARIN Board of Trustees, noting that the election for the members of the ARIN Advisory Council was conducted according to ARIN Bylaws, confirms that Paul Andersen and Kevin Martin were elected by the membership to serve one-year terms.”

This was seconded by Lee Howard. The Chair requested confirmation the results had been verified, and the Secretary confirmed that they had. The motion carried unanimously.

Bill Manning moved that:

“The ARIN Board of Trustees recognize the exemplary service of outgoing AC members, and request the ARIN President to properly acknowledge the members service.”

This was seconded by David Conrad. Susan Hamlin mentioned that Dale Finkelson, Avi Freedman, and Dana Argiro were the members whose terms were expiring. It was agreed that ARIN would acknowledge their contribution to the Council.

6. Discuss Date and Place for Board Meetings.

The Board agreed to the 22nd of December 2003 to hold a teleconference to ratify policy proposals at 4:00 p.m. EST.

The Board agreed to the 5th of January 2004 to hold a teleconference to elect officers at 4:00 p.m. EST.

The Board agreed to hold the next regularly scheduled Board Meeting on the 22nd of March 2004 in the Bay Area of California.

7. Acceptance of Audited 2002 Annual Report.

Lee Howard, as Treasurer, moved that:

“The ARIN Board of Trustees accepts the Audited 2002 ARIN Annual Report.”

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

8. Extension of Fee Waivers. The current fee waivers expire on December 31, 2003.

Lee Howard, as Treasurer, 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, 2004 until either such time as December 31, 2004 or a new IPv6 fee schedule is published, whichever occurs first.”

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

Lee Howard, as Treasurer, moved that:

“The ARIN Board of Trustees waives the fees for the transfer of AS numbers and IP addresses for the period January 1, 2004 through December 31, 2004.”

This was seconded by Scott Bradner. The motion carried unanimously.

Lee Howard, as Treasurer, 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, 2004 until either such time as December 31, 2004 or a new IPv6 fee schedule is published, whichever occurs first.”

This was seconded by David Conrad. Scott Bradner suggested replacing “adopted” in lieu of “published”. Lee accepted this friendly amendment.

The new motion reads:

“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, 2004 until either such time as December 31, 2004 or a new IPv6 fee schedule is adopted, whichever occurs first.”

The motion carried unanimously.

9. Discussion of Appointing a General Counsel Review Committee.

Scott Bradner suggested appointing a committee to annually review the performance of ARIN’s General Counsel and perhaps other contractors. ARIN Counsel suggested: submitting an annual report to the Board, which would be reviewed by the President with comments passed onto the Board; put a process in place; and, pick a time of the year also when other reviews are done.

Scott Bradner moved that:

“The ARIN Board of Trustees appoints a Vendor Performance Review Committee to annually review the performance of General Counsel.”

This was seconded by Lee Howard. The motion carried unanimously.

It was agreed that the Board would staff the VPRC during their January teleconference.

10. Discussion of Registration Services Agreement (RSA).

It was agreed to defer this item until Bill Woodcock arrived. This item was moved to Any Other Business as Item 21 C.

The Board recessed for 10 minutes at 7:10 p.m. EST. The meeting reconvened at 7:20 p.m. EST.

11. Discussion of Advocacy of Policies by Board Members. See Any Other Business, Item 21 A.

12. Discussion of Open Mike Sessions and Community Representation at ARIN Meetings.

The Chair wanted to make sure that the Board was in agreement on how this should be handled.

After discussion, it was the sense of the Board that the Moderator of an ARIN Meeting should intervene with any requests for a show of hands; to ensure that there is a full discussion of the topic before calling for a show of hands. Also, the Moderator should be a member of the Board.

Bill Manning requested letting the constituents know who the Moderator is at the start of each meeting and this was agreed upon. The Chair requested guidance to the AC should a ‘show of hands’ request arise.

The Board recessed for 5 minutes at 9:10 p.m. EST. The meeting reconvened at 9:15 p.m. EST.

13. Review of Internet Resource Policy Evaluation Process.

Scott Bradner explained that this was discussed at the most recent ARIN Public Policy Meeting, and that changes were suggested and made by ARIN staff. He had also proposed at that time that the AC review the process, it should go through “Last Call”, then come back to the Board in time for their December meeting.

The Board reviewed the process with the Chair expressing his thanks to ARIN Staff for their efforts. He did suggest another review of the process sometime in the next year.

14. Discussion of ASN Sponsorship. See Any Other Business, Item 21 B.

15. Approval of 2004 Budget.

Lee Howard, as Treasurer, moved that:

“The ARIN Board of Trustees approves the ARIN 2004 Budget.”

This was seconded by David Conrad. After discussion and review of the budget, the Chair called the question and the motion passed unanimously.

16. Discussion of the ARIN Processes and Procedures Document.

Susan Hamlin led the discussion explaining that this was a project plan at looking at the Bylaws, removing procedural items, and putting them into this document. The Bylaws would be: edited for clarity; overly detailed text would be identified and removed; the new draft would be reviewed with Counsel; and, the President would send it to the Board for comment. Susan also presented a sample timeline.

Scott Bradner requested the Board receive an outline of what would be removed from the Bylaws to be put into this document after Counsel reviews it, but before the Bylaws are actually changed. All agreed to this.

He also suggested renaming the document to include the Board in the title in order to indicate that it is a Board document. This was also agreed upon.

17. Board Appointment of an NRO Executive Council Member.

Scott Bradner moved that:

“The ARIN Board of Trustees designates the President & CEO of ARIN, as the ARIN Appointee to the Executive Council of the Numbers Resource Organization effective November 11, 2003.”

This was seconded by Lee Howard. At this time, Bill Woodcock arrived. The Chair called the question, and the motion passed unanimously.

18. Discussion of Downgrading Subscription Category Size.

Richard Jimmerson gave a presentation including a process model, revenue impact study, and the pros and cons of allowing downgrades.

Richard also explained that if ARIN were to allow downgrades, ARIN would close down the existing account, collect registration fees owed, and then open a new account. This practice would be similar to the procedures associated with a transfer. The Board found this acceptable.

Before discussing, the question of any conflict of interest within the Board was raised, and it was determined that there was no conflict of interest with any of the Board members on this topic.

After discussion and review of the presentation, it was the sense of the Board that requests received to ARIN to downgrade should be allowed using the procedures described during the presentation.

19. Discussion of Process for Fee Structure Change.

Ray Plzak recalled that at the last ARIN Members Meeting William Liebzon proposed that ARIN have a Fee Proposal Process. Ray presented this to the Board. The Chair felt that a process for setting fees needed to be discussed by ARIN’s Finance Committee, and that fee aspects and policy proposals needed to be discussed by the Board as well.

It was the sense of the Board that the Finance Committee discuss the fee setting process, and report back at the next regularly scheduled Board meeting.

The Board recessed at 10:20 pm CST and reconvened at 10:30 p.m.

20. Discussion of Proposed Fee Structure.

Ray Plzak presented slides on this item. He proposed the Financial Committee consider the fee structure proposal, and report back to the Board. The Board agreed.

21. Any Other Business.

A. Discussion of Advocacy of Policies by Board Members.

The Chair recapped Bill Woodcock’s recruitment of advocating of policies during the recent ARIN Public Policy Meeting, and how attendees expressed confusion regarding a member of the Board doing this. The Chair asked for the Board’s opinion.

Discussion ensued and it was the sense of the Board that if an author of a proposal was unavailable to present it, an ARIN AC member would present the proposal. A Board member would only present a proposal if both the author and AC members were unavailable to do so, with an appropriate introduction to the constituents on why the Board member was presenting.

The Board stressed that it has two major roles: fiduciary responsibility, and to ensure that the policy process is followed.

B. Discussion of ASN Sponsorship.

Bill Woodcock lead the discussion pointing out the different ways each RIR handles this issue.

After discussing, it was the sense of the Board that a policy proposal might be drafted to change charging an initial fee to charging a maintenance fee because it improves the available number of ASNs. It was noted this would be a different policy than any other due to the financial implications.

The Board directed the Finance Committee to resolve how to handle policy proposals with financial implications.

The Board recessed at 10:50 p.m. CST. The Board reconvened at 11:00 p.m. CST.

C. Discussion of Registration Services Agreement (RSA).

ARIN Counsel, Steve Ryan, presented the document to the Board for review. He stated that this was an important litigation avoidance issue; it would encourage clarity if the organization were sued, and it would cut down on people wanting exceptions to the language. He also stated that this would be an electronic contract, subject to amendments.

The issue of conflict of interest was again raised, and the Board felt there was no conflict of interest with any of the members on this topic.

Discussion and editing ensued with the Board directing Counsel to send the revised version to the Board within a week for their review. The Board would then give Counsel its comments, and discuss the document further during their December meeting. Bob Stratton interjected that a discussion on Indemnification should also take place at that meeting and all agreed.

22. Adjournment.

The Chair entertained a motion to adjourn at 11:42 p.m. CST. Scott Bradner moved to adjourn, and this was seconded by David Conrad. The motion passed unanimously.