Board of Trustees Meeting Minutes - 08 March 2005 [Archived]

Minneapolis, MN

Attendees:

• John Curran, Chair
• Scott Bradner, Secretary
• David Conrad, Treasurer
• Bill Manning, Trustee
• Ray Plzak, President
• Paul Vixie, Trustee (via telephone)
• Bill Woodcock, Trustee

ARIN Staff:

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

ARIN Counsel:

• Stephen Ryan

1. Welcome

The Chair called the meeting to order at 6:28 p.m. CST. The presence of a quorum was noted.

2. Agenda Bashing

The Chair called for any comments. RP requested adding an item regarding Counsel’s report on recent legal activities. The Chair added this as Item 4b. RP also noted that Susan Hamlin would be arriving late due to flight delays.

3. Approval of the Minutes

A. Approval of the Minutes of October 20, 2004

Scott Bradner, as Secretary, moved that:

“The ARIN Board of Trustees adopts the Minutes of the October 20, 2004 meeting as written.”

This was seconded by David Conrad. There being no further comments, the motion passed unanimously via role call vote.

B. Approval of the Minutes of November 9, 2004

Scott Bradner, as Secretary, moved that:

“The ARIN Board of Trustees adopts the Minutes of the November 9, 2004 meeting as written.”

This was seconded by Bill Manning. There being no further comments, the motion passed unanimously via role call vote.

C. Approval of the Minutes of December 10, 2004

Scott Bradner, as Secretary, moved that:

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

This was seconded by Bill Woodcock. There being no further comments, the motion passed unanimously via role call vote.

D. Approval of the Minutes of January 5, 2005

Scott Bradner, as Secretary, moved that:

“The ARIN Board of Trustees adopts the Minutes of the January 5, 2005 meeting as written.”

This was seconded by Bill Manning. There being no further comments, the motion passed unanimously via role call vote.

4. General Counsel Report

A. Ethics Training

ARIN Counsel conducted the training via slide presentation to include topics such as Conflict of Interest, Fiduciary Obligations, and Duty of Loyalty. The Chair directed the President to obtain a recommendation for sufficient insurance coverage for ARIN’s Directors, Officers, and Staff by meeting with Counsel. The Chair stated that the Board would review the recommendation.

Discussion ensued with regard to the applicability of U.S. laws to an Officer if they were Canadian. It was stated that all Trustees are bound by the nature of being a Trustee of a U.S. corporation, subject to extradition treaties being in place.

The President then asked Counsel if the Board could consider obtaining insurance for Advisory Council. Counsel stated that due to the AC’s lack of fiduciary responsibility, the answer was no, however, the AC needed to be counseled in litigation issues. The Chair stated that the AC needed to have training annually as well as the Board. The President stated he would like to this to take place during the ARIN meeting in April, and requested the Chair to be available. The Chair agreed.

B. Legal Activities

Counsel provided an update on ARIN’s recent legal activities.

5. Policy Actions

A. Ratification of Policy Proposal 2004-5: Address Space for Multiple Discrete Networks

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 2004-5: Address Space for Multiple Discrete Networks.”

This was seconded by David Conrad. Discussion ensued with the Board revisiting the proposal. It was the sense of the Board that the language was awkward.

Scott Bradner withdrew the motion with no objections. He then proposed that the Board remand this proposal back to the ARIN Advisory Council for re-drafting. It was noted that this action could be completed without recycling the proposal policy through the IRPEP, as long as the meaning of the policy did not change. The President stated he would present this to the AC.

The Chair called for a five minute recess at 8:05 p.m. CST. The Chair called the meeting to order at 8:13 p.m. CST.

B. Suspension of Paragraph 4.8 in the ARIN Number Resource Policy Manual (NRPM)

Scott Bradner moved that:

“The ARIN Board of Trustees, noting that the ICANN Board of Directors intends to formally recognize AFRINIC as an RIR, hereby suspends Paragraph 4.8 of the ARIN NRPM to be effective the date of the formal recognition of AFRINIC.”

This was seconded by Bill Manning. Brief discussion ensued with Bill Manning offering an amendment to add “by the ICANN Board of Directors” at the end of the motion. Scott Bradner accepted the friendly amendment. The new motion reads:

“The ARIN Board of Trustees, noting that the ICANN Board of Directors intends to formally recognize AFRINIC as an RIR, hereby suspends Paragraph 4.8 of the ARIN NRPM to be effective the date of the formal recognition of AFRINIC by the ICANN Board of Directors.”

The motion carried unanimously via role call vote.

C. Discussion of “Global” policies in the NRPM

The President stated at the last ARIN meeting a global policy was under discussion and that once a global policy is made, should it be included into the NRPM. It was the sense of the Board that all policies that ARIN follows should be in the NRPM.

6. Changes to ARIN Bylaws

The Board needed to discuss the changes for approval at their next meeting. In the interest of time, David Conrad requested that this item be remanded to the Board’s mailing list to be discussed and responded on within one (1) week. Scott Bradner further proposed that ARIN staff walk through the rationale for the changes before applying David’s suggestion. Susan Hamlin explained the changes of each point.

The Chair stated that a marked-up copy of the Bylaws would be sent to the Board with a designated one week deadline. All agreed.

7. NANOG Reform

It was noted that during the last NANOG meeting, discussions took place during the BoF regarding NANOG reform. Discussion ensued and it was the sense of the Board that ARIN had no comment on the matter.

8. ARIN Financial Committee (FINCOM)

• Summary of Finance Committee Meeting of March 6, 2005. The Treasurer presented a slide presentation summary to the Board.
• Update on the Extension of AS number transfers and IP address fees waiver. Bob Stratton stated this waiver is still in place until June 30, 2005.
• Update on ARIN Quarterly Newsletter addressing this issue. Susan Hamlin confirmed this had been done in the 2004 fourth quarter edition of the ARIN newsletter, and that it explained the importance of database clean up and the date of the extension.
• FINCOM membership. The Treasurer noted that there are two Board members on the FINCOM. He requested he be named Interim Treasurer while a Treasurer is found that is a CPA and not a member. In the best interest of the organization ARIN would like to have a CPA, although it is not required. The President recommended that David remained as Treasurer, and if a CPA is found, the President will present the candidate to the Board. All agreed.

9. ARIN Meeting Administration

The administration of open policy meetings was discussed. The Board consensus was:

• Consensus determination at Public Policy Meetings is an administrative function of the Chair.
• Voting on actions that are raised at Member Meetings. No formal action required or needed from the Board at this time.
• Participation by remote participants in consensus determination at Public Policy Meetings. It was agreed not to have this available at the ARIN XV meeting.

10. Recommendation Process

The President received input from ARIN staff on this issue and it will be provided to Scott Bradner when available.

11. WSIS Update

The President briefly stated that he attended the 2-day open session WSIS WGIG in February with Counsel there to observe the process. Counsel commented that a written memo will circulate to Board regarding specific issues addressed in the meeting.

Paul Vixie left the call at this time (9:41p.m. CST).

12. Revised Election Guidelines.

Susan Hamlin stated that the guidelines would be updated shortly and, because of the petition process for Board candidates, the timeline will change to 180 days prior to the meeting. She explained that the ASO AC is referred to as the NRO Number Council and that reference will be changed as well. It was noted when the Board adopts the Bylaws changes additional updates to the Election Guidelines will be made accordingly.

13. Board Handbook

The President stated that the Handbook was in place and thanked the Board for their input.

• Review of the List of Regularly Scheduled Board and Finance Committee Meetings:
  It was noted that this list is included in the Handbook. It was suggested that the next Board meeting after ARIN XV would take place August 8th. All Board members were requested to respond within the next week to the Executive Assistant to confirm this date.
• Contact Information:
  Scott Bradner requested contact information for key ARIN staff be added so that Board members could reach staff off hours if necessary; and to add the home phone number of all Board members as well. The President stated he would have this information added.
• Travel Insurance:
  The President stated that since the Board and AC travel at the request of ARIN, ARIN has added them to the travel insurance. The Chair asked about coverage for travel, key person and travel interruption. It was noted that currently ARIN does not have key person insurance coverage. Counsel advised that coverage should be limited to key person and repatriation.

Counsel was tasked to find out what type of travel insurance is common to nonprofits with significant international travel. Bob Stratton stated that ARIN’s auditors had advised that there should be coverage. Scott Bradner asked if Counsel would research what is common, and make a recommendation to Board. Counsel recommended an outside consultant. The Board agreed.

14. Any Other Business

A. ARIN-region members of the ASO AC

The President stated that currently there is not much interaction between these members and the ARIN Board. He requested the Board consider meeting with them on a routine basis to give direction or address any issues or concerns. The Board agreed to have meetings with the three ASO AC members during ARIN meetings.

B. ARIN’s visit to Industry Canada

The President gave a brief report on an upcoming visit.

C. ARIN’s position on current IETF ULA activities

Discussion ensued, and the President stated he would send a message to the list created for this issue consisting of the CEO’s of the five registries, the IAB Chair and IETF Chair with regard to representation.

15. Adjournment

The Chair entertained a motion to adjourn at 10:22 p.m. CST. Scott Bradner moved to adjourn and this was seconded by David Conrad. The motion carried unanimously.