Board of Trustees Meeting Minutes - 06 January 2007 [Archived]

Chantilly, VA

Attendees:

• John Curran, Chair
• Scott Bradner, Secretary
• Lee Howard, Treasurer
• William Manning, Trustee
• Ray Plzak, President
• Paul Vixie, Trustee
• 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
• Mary K Lee, Director of Business Administration & Human Resources
• Ginny Listman, Director of Engineering
• Leslie Nobile, Director of Registration Services
• Robert Stratton, Director of Financial Services

ARIN Counsel:

• Stephen Ryan

1. Welcome

The President called the meeting to order at 9:17 a.m. EST. The presence of a quorum was noted. The President welcomed everyone and stated some administrative announcements regarding breaks in the meeting etc.

2. Election of Officers

A. Chair. The President stated the meeting was open for nominations for the Chair of the Board. Scott Bradner nominated John Curran. This was seconded by Bill Manning. The President asked for any other nominations. There were no other nominations. The President asked John if he accepted the nomination as Chair if so elected. John accepted. The President called for any objections to John Curran as Chair. There were no objections. John Curran was voted Chair by acclamation, with John abstaining.

At this time, the President turned the meeting over to the Chair.

B. Secretary. The Chair opened the floor for nominations for Secretary of the Board. Lee Howard nominated Scott Bradner. This was seconded by Bill Manning. The Chair asked Scott if he accepted the nomination as Secretary. Scott accepted. The President called for any objections to Scott Bradner as Secretary. There were no objections. Scott Bradner was voted Secretary by acclamation, with Scott abstaining.

C. Treasurer. The Chair opened the floor for nominations for Treasurer of the Board. Bill Manning nominated Lee Howard. This was seconded by Scott Bradner. The Chair asked Lee if he accepted the nomination as Treasurer. Lee accepted. The President called for any objections to Lee Howard as Treasurer. There were no objections. Lee Howard was voted Treasurer by acclamation, with Lee abstaining.

D. Impanel 2007 FinCom.

Lee Howard, as Treasurer, moved that:

“The ARIN Board of Trustees appoints the following individuals to the ARIN Finance Committee: Scott Bradner and Bill Manning.”

This was seconded by Ray Plzak. The Chair asked if Scott and Bill if they would serve on the Committee. Both gentlemen affirmed they would serve. The Treasurer noted that he and the President would also reside on the Committee. The Chair called for any further discussion. There were no further comments.

The motion carried unanimously.

E. Impanel 2007 Compensation Committee.

Bill Woodcock moved that:

“The ARIN Board of Trustees appoints the following individuals to the ARIN Compensation Committee: Scott Bradner, and Lee Howard.”

This was seconded by Bill Manning. The Chair asked if Scott and Lee if they would serve on the Committee. Both gentlemen affirmed they would serve. The Treasurer asked if there was utility in the continuity of having the Chair serve on this Committee. The Chair noted the Chair, in any year, should always serve on this Committee.

Bill Woodcock stated he wished to modify his previous motion, and moved that:

“The ARIN Board of Trustees appoints the following individuals to the ARIN Compensation Committee: John Curran, Scott Bradner, and Lee Howard.”

This was seconded by Bill Manning. The Chair called for any discussion. There were no objections.

The motion carried, with Ray Plzak abstaining.

3. Agenda Bashing

The Board reviewed the agenda. The Chair asked for any comments. Scott Bradner suggested adding any other matters as item 13E, FinCom Report. All agreed.

4. Conflict of Interest Affidavit

In an Attorney-Client privileged discussion, the Board and Counsel reviewed the need for Board members to disclose any potential conflicts of interest.

Paul Vixie joined the meeting at 9:35 a.m. EST. The Chair briefed him on the meeting thus far.

5. Annual Signing of Board Agreements

The members of the Board reviewed and signed the following documents:

1. Non-Disclosure Agreement;
2. Voluntary Letter of Resignation; and,
3. Conflict of Interest Statement Acknowledgment.

6. Review of Standing Rules for ARIN Board Meetings

The Chair stated that under the provisions of the ARIN Bylaws, Article IX, Section 11, the Board conduct these meetings under Robert’s Rules of Order. On August 8, 2005, the Board adopted a set of Standing Rules (Exhibit A) which amends Robert’s Rules for the purpose of conducting Board meetings. The Chair reviewed the Standing Rules with the Board.

7. Approval of the Minutes

Scott Bradner, as Secretary, moved that:

“The ARIN Board of Trustees approves the Minutes of the October 11, 2006 meeting, as presented.”

This was seconded by Bill Manning. The Chair called for any discussion. There were no comments.

The motions carried unanimously.

Scott Bradner, as Secretary, moved that:

“The ARIN Board of Trustees approves the Minutes of the October 26, 2006 meeting, as presented.”

This was seconded by Lee Howard. The Chair called for any discussion. There were no comments.

The motions carried unanimously.

The Chair called for a short recess. The Chair resumed the meeting at 10:06 a.m. EST.

8. General Counsel Report

Counsel provided a report on current legal issues.

1. The Kremen Matter
2. DoD RSA.

9. Confirmation of Actions Taken without Meeting

The Chair stated that Last Call for the proposals identified in the motions below ended on October 27, 2006. The ARIN Advisory Council recommended ratification by the ARIN Board, at their meeting on November 2, 2006. The Board electronically ratified these proposals as actions without meeting on November 16, 2006. The Board needs to confirm the ratification of these proposals.

Scott Bradner moved that:

“The ARIN Board of Trustees confirms the ratification of Policy Proposal 2006-2: Micro-Allocations for Internal Infrastructure, via electronic vote on November 16, 2006.”

This was seconded by Bill Manning. The Chair called for any discussion. There was no discussion.

The motion carried unanimously via roll call.

Scott Bradner moved that:

“The ARIN Board of Trustees confirms the ratification of Policy Proposal 2006-3: Capturing Originations in Templates, via electronic vote on November 16, 2006.”

This was seconded by Bill Manning. The Chair called for any discussion. There was no discussion.

The motion carried unanimously via roll call.

10. ARIN 401 K Plan Amendments

The President requested Mary K Lee brief the Board on this item. Mary K provided statistics on ARIN’s 401K plan and explained that the ARIN 401(k) Plan was amended and re-stated in May of 2006, by ARIN’s retirement planner. She stated that amendments that had been added from 1998 through the beginning of 2006, have been added to the Plan and Trust Document. Those amendments are titled in the first Corporate Resolution. Additional IRS-mandated amendments were made in December 2006. Those amendments are titled in the second Corporate Resolution.

Scott Bradner, moved that:

“The ARIN Board of Trustees adopts the amendments to the ARIN 401K Plan, as presented.”

This was seconded by Lee Howard. The Chair called for any discussion. Mary K stated the plan is available to all ARIN employees. The Chair asked Counsel what level of due diligence, on the part of the Board, is adequate to approve the amendments. Counsel stated that the Board more than met due diligence by the ability to question, and by oral and written presentation. There was no further discussion.

The motion carried unanimously via roll call.

11. Postel Network Operator’s Scholarship

The President stated that at the October 26, 2006 Board meeting, it was agreed by all members of the Board that they would announce their participation, and announce their representative at a later point in time. Bill Manning was not present at that meeting. The President explained he did not take action due to this fact.

The Chair called for nominees and the selection of a representative.

Bill Woodcock moved to nominate Bill Manning.

This was seconded by Paul Vixie.

Scott Bradner noted that someone outside of the Board that is closer to the field could be nominated. Bill Woodcock felt that Bill Manning was a very good candidate due to the fact that he participates across all regions. The Chair asked Bill if he accepted the nomination. Bill Manning accepted. The Chair called for any other nominations. There were no other nominations.

The motion carried by acclamation, with Bill Manning abstaining.

The President requested a recess in order for the Financial Committee to meet, and for the Board to have lunch. The Chair called a recess at 11:00 a.m. EST. The Chair resumed the meeting at 2:01 p.m. EST.

12. ICANN’s “Affirmation of Responsibilities for ICANN’s Private Sector Management” document

The President stated that at the October 26, 2006 Board meeting, it was the sense of the Board that he would discuss this matter with the President of ICANN, and possibly members of the ICANN Board. The President reported that he and the Chair of the NRO EC had met with the Chair of the ICANN Board and had discussed the matter.

The Chair thanked the President for his report.

13. Financial Committee (FinCom) Report

The Treasurer stated the FinCom had met during the break, and reported on the following topics.

A. Draft 2007 FinCom Agenda. The Board reviewed the FinCom agenda. The Treasurer stated that there would be a discussion of the reserves.

B. 2006 Budget vs. Actual. The Board reviewed and discussed the recently completed budget year.

C. Status of Reserves. The Treasurer stated that there was a surplus of reserves and stated that the Fincom recommended that action be taken to resolve this. After discussion, it was decided that the Treasurer and the President would devise a plan for consideration at its meeting in April. There were no objections.

The Treasurer also stated a commodities fund was added to the portfolio, at the recommendation of ARIN’s financial advisor.

D. Plan for Controls Audit, Fall 2007. The Treasurer stated that there would be a controls audit in the 3rd quarter of this year.

E. Any Other Matters.

1. The Treasurer stated that Counsel had made a request for an adjustment to the Legal Defense Fund. A proposal will be presented to the Board for consideration at its meeting in April.

2. The Treasurer stated the credit card industry had devised new standards, and that ARIN’s use of credit cards would be examined to ensure that ARIN complied with these standards.

The Chair thanked the Treasurer for the report.

14. Meetings

A. ARIN Board 2007 Regular Schedule of Meetings. The Board reviewed the Schedule (Exhibit B).

Scott Bradner moved that.

“The ARIN Board of Trustees adopts the ARIN Board 2007 Regular Schedule of Meetings, as presented.”

This was seconded by Bill Manning. President stated that he looked to reduce the number of times the Board needs to convene both face-to-face and telephonically on a regularly scheduled basis, but reiterated that the Board can certainly meet whenever they wanted. He mentioned, for example, that in the fourth quarter of 2006 some Board actions were taken electronically.

The Secretary suggested working with the President on a process in which to take actions with out meetings. All agreed.

The Chair called for any further discussion. There were no further comments.

The motion carried unanimously.

B. 2008 ARIN Meetings. The President asked Susan Hamlin to present tentative dates to the Board. Susan discussed possible dates for an ARIN stand-alone meeting and one in conjunction with NANOG for 2008.

15. Network Owner Notification Service Proposal

The President stated that Paul Vixie brought this matter to the Board mail list in April 2006. The Chair recessed the meeting for five minutes in order for the Board to review the proposal.

The Chair called the meeting to order at 2:54 p.m. EDT and a lengthy discussion ensued on the merits of the proposal and the possibilities of ways in which it could be implemented.

The Secretary requested that Paul work with the President, and that Counsel review the proposal. It was the sense of the Board that further work should be done on the proposal before taking action.

The Chair called for any further discussion. There was no further discussion.

The Chair called for recess at 3:39 p.m. EDT. The Chair called the meeting to order at 3:47 p.m. EDT.

16. VII Computer Law World Conference

The President asked Counsel to brief the Board on this issue; and, after the discussion, it was the sense of the Board that ARIN would contribute funds no more than $20,000, in cash or expenses, plus staff-related efforts to enable this conference to be held in the U.S. in Washington, DC during the second half of October. This is a one-time, not an annual, request.

17. Discussion of Strategic Issues

Before beginning this item, the Chair took time to briefly review the Board’s Code of Ethics training materials as a refresher for the Board. After the review, the President asked Counsel to brief the Board on strategic issues. An attorney-client privileged and work-product protected discussion was held.

18. Any Other Business

The Chair called for any other business. The Chair added discussions on Board Travel and the accessibility of the ARIN website.

A. ARIN Board Travel. The Board discussed the attendance of Board members at other meetings such as: meetings of the other RIRs, ICANN, Network Operators, and ARIN outreach. All members of the Board agreed that it would be beneficial for ARIN Board members to be more visible in the community both regionally and globally. The President was asked to actively coordinate this activity. It was also agreed that Board members would submit trip reports to the Board list upon completion of their travel.

B. Accessibility of the ARIN Website. Scott Bradner raised the issue that Target was recently sued by someone over access of their website not being in compliance with the ADA W3C Level 1 requirements. The California court refused to throw out the suit because it was not ready to say that Target’s website was not a place of ‘public accommodation’ under current ADA regulations. Scott requested ARIN staff undertake testing of the ARIN website to comply with the ADA regulation. He stated there were plenty of tools available with which to undertake the task. The Board agreed.

The Chair stated that the ARIN engineering team monitor the website in the future, when this task was completed. He asked that they keep Section 508 compliance in mind because it may become a requirement in the future; and, it is a much more specific requirement that will need to be addressed.

The Chair called for any other business. There was no other business.

19. Adjournment

The Chair entertained a motion to adjourn at 5:48 p.m. EST. Scott Bradner moved to adjourn, and this was seconded by Lee Howard. The motion carried unanimously.