Board of Trustees Meeting Minutes - 03 August 2004 [Archived]

San Diego, CA

Attendees:

Trustees

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

ARIN Staff

• Thérèse Colosi, Recording Secretary
• Einar Bohlin, Policy Analyst
• Nate Davis, Director of Operations
• Richard Jimmerson, Director of External Relations

ARIN Counsel

• Steve Ryan

1. Welcome

The Chair called the meeting to order at 6:11 p.m. PDT. The presence of a quorum was noted.

2. Agenda Bashing

The Chair called for any comments. Ray Plzak requested adding an informational item regarding the ARIN meeting next April and Bill Manning requested a discussion regarding an interpretation of potential Conflicts of Interest. The Chair added these as items 22 a. and 22 b. respectively.

3. Approval of the Minutes of April 6, 2004

Scott Bradner, as Secretary, moved that:

“The ARIN Board of Trustees adopts the Minutes of the April 6, 2004 meeting as written.”

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

4. Approval of the Minutes of April 19, 2004

Scott Bradner, as Secretary, moved that:

“The ARIN Board of Trustees adopts the Minutes of the April 19, 2004 meeting as written.”

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

5. Approval of the Minutes of April 29, 2004

Scott Bradner, as Secretary, moved that:

“The ARIN Board of Trustees adopts the Minutes of the April 29, 2004 meeting as written.”

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

6. Approval of the Minutes of May 14, 2004

Scott Bradner, as Secretary, moved that:

“The ARIN Board of Trustees adopts the Minutes of the May 14, 2004 meeting as written.”

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

7. Approval of the Minutes of June 10, 2004

Scott Bradner, as Secretary, moved that:

“The ARIN Board of Trustees adopts the Minutes of the June 10, 2004 meeting as written.”

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

8. Approval of the Minutes of July 1, 2004

Scott Bradner, as Secretary, moved that:

“The ARIN Board of Trustees adopts the Minutes of the July 1, 2004 meeting as written.”

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

9. Discussion of Trustee Voluntary Resignation Letter

The intent of a letter of this type is to deal with a Trustee of the Board who becomes incapacitated, or for any other reason fails to exercise their responsibilities as a Trustee without having to go through the time-consuming and expensive process of having a membership vote.

Counsel reported that Virginia law is restrictive, and example letters had been given to the Board. He explained that it is traditional on Boards, in cases of nonfeasance, the party is deemed to have resigned. The goal, he stated, is to set up a letter in advance, ready if needed. Counsel stated that the ARIN Board, however, does not have attendance problems, nor any neglect of duties. He stated that Conflict of Interest had been addressed, and that it was not essential that the Board adopt any of the sample letters at this time. However, if deemed necessary, it is the only way to remove a Board member. He further stated that if a Trustee had a substantial disagreement with the rest of the Board, the letter could not be used if the Trustee wanted to fight the issue. Counsel requested further guidance as to which letter to adopt, or table the issue due to the fact that the ARIN Board is running smoothly.

The Chair stated that on previous ARIN Boards, there had been problems with attendance. Counsel stated that this letter would serve as an educational activity in the induction of a new Trustee, providing knowledge and possible avoidance of these issues.

Ray Plzak stated that he agreed that the letter would provide educational activity, and that ARIN reconstitutes the Board annually. He felt an annual requirement would be a beneficial, having the new Board sign a packet as an annual reminder. The Treasurer suggested a training program on parliamentary procedure, a briefing on what constitutes Conflicts of Interest, and a book of procedures of being on the Board. He further suggested that if a Trustee missed a number of Board meetings, it could be brought up at ARIN’s member meetings.

Chair called for comments. Most of the Board agreed on a specific sample letter that Counsel had provided. Lee Howard stated that he was not convinced a letter was needed. The issue of whether or not the Board would want to make public a Board member’s potential negligence and/or attendance problem was raised. Counsel stated that it is the right of the Board to have that type of issue made public, but it also has the right to request that the Board member in question voluntarily sign the letter, then publicly announce the member’s resignation.

Discussion ensued on the samples Counsel provided regarding which types of conflict of interest issues were clear violations of ARIN’s CoI statement, and which types were not.

The Chair suggested the sample letter dealing with nonfeasance, with the paragraph on conflict of interest to be removed. The Chair tasked Counsel and the President to come up with an attendance-based letter to propose to the Board at its next meeting. The President suggested discussing the matter at a Board meeting to be held during the ARIN XIV meeting in October.

The President then introduced attending ARIN staff to the Board, introducing Nate Davis as the new Director of Operations, addressing Richard Jimmerson’s new duties as Director of External Operations, and explaining Einar Bohlin’s recent move to ARIN’s Members Services Dept.

10. Adoption of 2003-4: IPv6 Policy Changes

The ARIN Advisory Council conducted its last call review and recommended adoption of this policy to the Board.

Scott Bradner moved that:

“The ARIN Board of Trustees, based on the recommendation of the ARIN Advisory Council, and noting that the Internet Resource Policy Evaluation Process has been followed, adopts Policy Proposal 2003-4 IPv6 Policy Changes.”

This was seconded by Lee Howard. The Chair called for comments. The Chair asked that the process had indeed been followed, and Einar commented on the process the policy went through and verified that it had been followed. The Board reviewed the policy and discussed any concerns they may have. The Board agreed the policy should be adopted. The motion carried unanimously by show of hands.

11. ARIN Advisory Council (AC) Travel Policy

Most Board members felt that it was beneficial for ARIN to have members of the AC attend the NANOG portion of these meetings for their contribution in outreach efforts to the community, and to encourage policy discussion.

As an update, the President reported that a line item would have to be adjusted in the ARIN budget to accommodate this and would know in December the adjusted amount. He stated that there was no danger to the organization regarding this adjustment and that it was well within the revenue.

The Treasurer addressed some concerns he had and asked how ARIN decides which events the ARIN AC attends. The President replied that it is decided when there are policy matters to be discussed such as: ARIN matters, including joint member meetings with other organizations such as NANOG; or, other RIR meetings on an ad-hoc basis. If members of the AC request reimbursement, the President determines it on a case by case basis, and that it has been working smoothly. The Treasurer cautioned against overspending, but also agreed to the request and thanked the Board for their time in discussing the issue.

12. Reduction of Fee Schedules

The ARIN Finance Committee has recommended changes to various ARIN fee schedules.

A. IPv4 ISP Subscriptions:

Lee Howard, as Treasurer, moved that:

“The ARIN Board of Trustees modifies the initial fee for ISP IPv4 Subscriptions to: $1,250 for extra small; $2,250 for small; $4,500 for medium; $9,000 for large; and, $18,000 for extra large.”

This was seconded by Scott Bradner, as a member of the ARIN Financial Committee. It was stated that this item was discussed at a recent Members Meeting. The Chair asked if this reduction would impact ARIN in any way. The Treasurer stated it was minimal and makes ARIN’s accounting process easier. The motion carried unanimously by show of hands.

B. IPv4 End-User Assignment Fees:

Lee Howard, as Treasurer, moved that:

“The ARIN Board of Trustees modifies the size categories for end-user assignments to be the same as for ISP subscriptions, and that the initial fee be the same as for ISP subscriptions, with no change to annual maintenance fees.”

This was seconded by David Conrad, as a member of the ARIN Financial Committee. It was noted that this was not discussed at the ARIN Members Meeting, but at a FinCom meeting. The Treasurer stated the net result to ARIN, financially, was a wash. The motion carried unanimously by show of hands.

C. IPv6 ISP Initial and Renewal Subscriptions:

Lee Howard, as Treasurer, moved that:

“The ARIN Board of Trustees modifies the initial and renewal fees for IPv6 ISP subscriptions to: $1,250 for an extra small; $2,250 for a small; $4,500 for a medium; $9,000 for a large; $18,000 for an extra-large; and, $36,000 for an extra, extra-large, without altering the fee waiver currently in effect.”

This was seconded by Scott Bradner, as a member of the ARIN Financial Committee. It was noticed that there were no specific sizes for the categories of large through extra, extra large. The Board discussed the issue and did not feel it was significant enough to prohibit the motion. The Chair stated that the motion remained valid for fees based on category. He asked if anyone objected to consideration to the question. There were no objections. The President stated that category definitions would be back to board within the week for discussion on their mailing list.

The motion carried unanimously by show of hands.

D. IPv6 End-User Assignments:

Lee Howard, as Treasurer, moved that:

“The ARIN Board of Trustees sets the initial fees for end-user assignments to be the same as those for ISP subscriptions, with annual maintenance to be consistent with other maintenance fees, and without altering the fee waiver currently in effect.”

This was seconded by Bill Manning. The Chair asked what impact this may have on AIRN. The Treasurer stated that ARIN has no policy for end-user assignments of v6. Richard Jimmerson concurred and stated that ARIN looks at the 2,200 or 2,250 level because there is policy for that. The motion carried unanimously by show of hands.

Bill Woodcock brought up a matter regarding a discussion he had with a member that concerned a discrepancy with their allocation size and dues payment. The Chair asked Bill to bring the matter to the President.

13. Finance Committee Report

The Treasurer commented on the following issues.

• Responses to RFP for Financial Audit. The Treasurer reported that no less than 5 responses to the FinCom’s RFP for auditors had been received, but that he had not yet discussed them with the FinCom. The Chair asked for a timeline on finishing the process. The Treasurer stated the goal was to finish the audit in time to review results before end of this year, with an eye as to whether to use the auditors for the next year.
• Status of ASN Sponsorship Proposal. The Treasurer stated that this has been deferred until billing integration within ARIN takes place. The Chair noted that the timeline is important to be able to have this for the next Members Meeting.
• Status of Assessing Maintenance Fees on Legacy Holders. The Treasurer stated that a resolution was passed to assess maintenance fees on legacy holders but it also has been deferred until billing integration takes place.
• Review of Executive Travel Expenses. The Treasurer noted that the FinCom will review a summary of ARIN’s Executive expense reports to ensure they are correct, in addition to their initial review by appropriate ARIN staff. The Chair noted that, under the same procedure, the FinCom would also review a summary of ARIN’s Board expense reports.
• Operating Account Guidelines. The Treasurer stated that the ARIN account only holds one month’s worth of funds to maximize the difficulty of possible embezzlement.

The Chair thanked the Treasurer for the report.

14. Internet Number Resource Policy Manual

The following course of action with milestone steps below has been established to produce the ARIN Internet Number Resource Policy Manual. The President explained that as a result of input from community, the current state of ARIN’s documentation of policies is not user-friendly. As a result, a timeline for a policy manual has been drafted. This timeline enables the manual be ready for publication and distribution for the ARIN member meeting in October. It was the sense of the Board that ARIN move forward with this manual and timeline.

1. 15 July 2004. Staff produces draft concept and presents it to the AC for review and comment.
2. 23 July 2004. The Advisory Council reviews the draft concept and provides comments to staff.
3. Staff assembles AC comments and recommends changes to the concept as appropriate.
4. 3 August 2004. Staff presents the concept and 1st draft of the document to the ARIN Board of Trustees.
5. 5 August 2004. The Board reviews the draft and sends it to the AC via the President for review and comment. This review is conducted to ensure that all existing policies are in the document and that they are correctly stated, i.e., there are no changes made to the policy as a result of the assembling the document.
6. 27 August 2004. The AC provides staff the results of its review.
7. 10 September 2004. Staff assembles proposed final draft of document and forwards it to AC for last call.
8. AC conducts last call and makes any changes if so indicated.
9. 24 September 2004. AC forwards the document to the Board with final recommendation.
10. 29 September 2004. Board acts on recommendation.
11. ARIN XIV. Staff publishes the document.

The Board consulted their calendars to ensure they could meet via telecom on 9/29/04.

Discussion ensued on the concern that any edits to the existing policies being construed as ’new policies.’ Lee Howard suggested keeping an archive of the original policy set so that members can review both sets, with a deadline that the archive would become invalid thirty days prior to the ARIN meeting in 2005. This would give members time to review both sets, and give the Board the ability to act swiftly. The President was agreeable to the suggestion, and further suggested that an announcement signed by the Chair be published with the document, discussing the process and due diligence paid to effort.

All agreed to move forward with this matter.

The Chair called for recess at 7:45 p.m., and called the meeting back to order at 8:00 p.m. PDT.

15. ASO MOU

Ray Plzak reported that the ICANN Board did not act on the ASO MoU at its recent meeting in Kuala Lumpur, Malaysia. He further noted however, that ICANN did not want the RIRs to take this as an indication that ICANN would not sign the MOU. The Board discussed next steps.

16. Elections regarding the ASO Address Council (ASO AC)

Ray Plzak reported that it can be anticipated that the ASO MoU will be signed prior to the commencement of the term of the individual elected to the ASO AC this year. The re-alignment of the seats on the ASO AC needed to be discussed. He explained that the Number Council was to take on the role of Address Council. Since the ASO MOU was not signed, the existing ASO AC is still a valid entity. Ray stated that the ARIN-scheduled election for term for the ASO AC member from the ARIN region expires this year. The election will take place, but the plan would be that the person who now has one year left would be removed from the Council, being the member with the longest tenure.

Ray asked the Board if any disagreed with the person of longest tenure being removed. There were no disagreements with this strategy.

17. Role of the ARIN AC in the Internet Resource Policy Evaluation Process (IRPEP)

Discussion ensued regarding the AC’s role in the IRPEP. Scott Bradner noted that the AC is not a deliberative body, but is there to gauge community consensus.

18. ARIN AC Conflict of Interest

Annual ARIN Board and AC education was reiterated to ensure that the AC understands what constitutes a possible conflict of interest. The Chair requested ARIN staff set up annual ARIN AC and Board education to be used at the beginning of next year.

19. The Role of Board Members Regarding ARIN at Other Than ARIN Meetings

Discussion ensued on the expectation of ARIN Board members traveling to other meetings on behalf of ARIN and reimbursement to those Trustees. The President indicated his preference of more active Board participation at other meetings. The Board was in agreement.

Bill Woodcock then requested ARIN staff provide Board members with downloadable, current, generic slides on ARIN and important ARIN policies in order to be able to provide a presentation if invited to discuss ARIN’s background.

The President agreed to supply the Board with slide presentations.

The Chair called for recess at 9:25 p.m., and called the meeting back to order at 9:32 p.m. PDT.

20. Interactive Meeting Participation

The President stated ARIN staff was considering conducting interactive meeting participation to enable people not attending ARIN Public Policy meetings the ability to interact with them. Nate Davis explained that the interaction would be monitored, and pre-registration would take place in order for anyone to participate. He stated it would allow those people unable to attend the meeting to pose questions and give input to policies.

The Chair expressed concern of people’s comments being displayed on the screen concurrent with the presentation. Nate suggested proposing this in an experimental fashion, and Scott Bradner suggested that participation not be during presentations, but when the Chair calls for questions. He stated that participation should not disrupt meeting.

The Board agreed that ARIN should move forward with this, experimentally, at the Public Policy Meeting in October.

21. WSIS

The President gave an update to the Board on recent WSIS activity and ARIN’s future actions in relation to WSIS. He stated that ARIN would like to participate in their Internet Governance Working Group. The Board agreed with the request.

In addition, the Board discussed ARIN education outreach, and tasked staff to come up with a proposal to do more.

22. Any Other Business

A. ARIN XV April 2005 ARIN Meeting

The President proposed holding joint meetings with organizations other than NANOG to further advocate venues in which to have more people involved in the policy process. All agreed this was an important issue, and agreed in ARIN moving forward with this idea.

B. Interpretation of Conflict of Interest

Bill Manning explained that he or Suzanne Woolf, who currently sits on ARIN’s AC, may be asked by the RSSAC Chair to become a liaison between the ICANN root server AC (which they both are members of) and the ICANN Board. He asked if this potentially would create a conflict of interest between himself (or Suzanne) and ARIN, given that either of them would be attending ICANN Board meetings.

Bill described the duties of the ICANN liaison as he understood them, which include commenting on the broad array of issues that ICANN is authorized to address. The Board thanked him for appropriately raising the issue for consideration before accepting such a duty. The Board reached no definitive conclusions on the matter, but concerns were expressed that the liaison role could lead to confusion, and could potentially create a situation where Mr. Manning would not be able to meet his obligations to ARIN or ICANN.

23. Adjournment

The Chair entertained a motion to adjourn at 10:47 p.m. PDT. Scott Bradner moved to adjourn and this was seconded David Conrad. The motion carried unanimously.