Board of Trustees Meeting Minutes - 10 April 2006 [Archived]

Montréal, Canada

Attendees:

• John Curran, Chair
• Scott Bradner, Secretary
• Lee Howard, Treasurer
• Bill Manning, Trustee
• Ray Plzak, President
• Paul Vixie, Trustee – via telephone
• Bill Woodcock, Trustee

ARIN Staff:

• Randy Bush, Consultant
• Thérèse Colosi, Recording Secretary - via telephone
• Nate Davis, Director of Operations
• Richard Jimmerson, Director of External Relations
• Mary K Lee, Director of Human Resources & Business Administration
• Bob Stratton, Director of Financial Services

ARIN Counsel:

• Stephen Ryan

Guests for the Afternoon Session:

• Sanford George, ARIN-region ASO AC member
• Martin Hannigan, ARIN-region ASO AC member
• Louis Lee, ARIN-region ASO AC member

1. Welcome

The Chair called the meeting to order at 7:39 a.m. EDT. The presence of a quorum was noted. The Chair welcomed everyone.

2. Agenda Bashing

The Chair called for any comments. Ray Plzak explained that the Board meeting would have two sessions: morning and lunch time; and that the Recording Secretary was taking the minutes via telephone for these sessions.

3. Approval of the Minutes of February 12, 2006

Scott Bradner, as Secretary, moved that:

“The ARIN Board of Trustees adopts the Minutes of the February 12, 2006 ARIN Board Meeting, as written.”

This was seconded by Bill Manning. The motion carried, noting Paul Vixie was not yet on the call at this time.

4. Certification Authority

Ray Plzak stated that 85%, if not more, of ARIN’s members reside within the United States, and that the Department of Homeland Security is pushing for the implementation of secure routing in order to secure Internet infrastructure within the United States. He stated that since this would affect 85% of the members, and anyone associated with them, ARIN needs to move forward with this issue.

Paul Vixie joined the call at this time (7:44 am EDT).

Randy Bush provided an informational presentation to the Board regarding the nature of CAs and the options available to ARIN. The Chair thanked Randy for his presentation. The Chair then requested that Paul Vixie recuse himself from discussions at this time (8:43 a.m. EDT) due to a potential conflict of interest, and stated the second session of the Board meeting would begin at noon Eastern. Paul Vixie left this session. The Board continued discussing the matter without taking any action.

The Chair called for recess at 8:52 a.m. EDT.

The Chair resumed the meeting at 12:42 p.m. EDT. The presence of a quorum was noted, with Paul Vixie in attendance via telephone. The Chair welcomed the three ARIN-region ASO AC members as well. The Board spoke with the three members about what the ASO AC was working on, and each member briefly went over their recent experience on the ASO AC.

The three ASO AC members ended their meeting with the Board and left at 1:10 p.m. EDT.

5. Financial Committee (FinCom) Report

The Treasurer requested discussing item D first. The Board agreed.

D. Acceptance of the Audited Financial Statements. The Treasurer presented the financial statements to the Board stating that the Auditors indicated it was a “clean” report, and that the controls they recommended last year were all implemented and they had no concerns.

The Treasurer then went over changes of wording to the document. The Board reviewed these changes. The Treasurer noted that the Board would not be able to accept the statements as ‘final’ at this meeting. The Board agreed to postpone acceptance until the final report had been received from the auditors.

A. Proposed Budget Timeline. The Treasurer stated the FinCom would be meeting on September 25, 2006 to review the budget received from the CEO. He stated he hoped to present an “almost final’ draft at the ARIN meeting to be held in October. It was the sense of the Board that they approve the ‘final’ budget at their last Board meeting of 2006, to account for any changes that may occur.

The Treasurer requested discussing item C. The Board agreed.

C. Legal Litigation Reserve Fund. The following motion was tabled from the last meeting: Lee Howard, as Treasurer, had moved that “The ARIN Board of Trustees amends the budget to change the legal litigation reserve to $400,000.”

Lee Howard, as Treasurer moved that:

“The ARIN Board of Trustees takes the motion to amend the budget to change the legal litigation reserve to $400,000 from the table.”

This was seconded by Bill Manning. The Chair called for discussion. There being no objections, the motion was taken from the table and the Board discussed the matter.

The motion carried unanimously via roll call.

Due to insufficient time, the Board agreed to discuss Item 5. B, Item 6, and Item 7 at 5:30 p.m. EDT.

Ray Plzak moved that:

“The ARIN Board of Trustees calls a recess of this meeting to resume at 5:30 p.m. EDT.”

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

The meeting recessed at 1:34 p.m. EDT.

The Chair resumed the meeting at 5:35 p.m. EDT. The presence of a quorum was noted. It was acknowledged that Mary K Lee would be recording the minutes for this session. It was noted that Paul Vixie was not yet connected to the meeting. The Board added a discussion of PKI to the Agenda.

It was requested that Item 6. be discussed before Item 5.B. The Board agreed.

6. Personal Conduct

Counsel began a briefing on personal conduct of the CEO and Policies; Duty of loyalty; Duty of Care; and, Standard of Care – making good business decisions.

Paul Vixie joined the call at this time (5:49 p.m. EDT) due to connectivity problems. Counsel concluded the briefing. The Chair called for discussion.

Discussion centered on the need for Board members to disclose to each other additional details where there could be a conflict of interest.

It was the sense of the Board that Counsel proceed with preparing a plan to accomplish this activity.

7. Continuation of Financial Committee (FinCom) Report

B. Preliminary Forecast of IPv6 Demand and Fee. At the request of the Treasurer, Bob Stratton provided a presentation to the Board on this matter. The Chair called for discussion.

The Treasurer noted that the Board has not discussed a change in expense in comparison. It was noted also that, in addition to items in the presentation, items under possible future expense increase maybe: staff; retraining; and, government requests.

The Chair stated that they needed to flesh out expenses over the next 5 years, plan a 5-year ‘out strategy’ for ARIN revenues, and look even further into the future.

8. Any Other Business

The Chair called for any other business. Paul Vixie requested discussing sending security notifications to network owners. There was a brief discussion of this as it related to PKI. The discussion was stopped because of the need for the Board to adjourn.

9. Adjournment

The Chair entertained a motion to adjourn at 6:54 p.m. EDT. Scott Bradner moved to adjourn. This was seconded by Bill Manning. The motion carried unanimously.