Board of Trustees Meeting Minutes - 12 December 2008 [Archived]

Teleconference

Attendees:

• John Curran, Chair
• Scott Bradner, Secretary (via teleconference)
• Lee Howard, Treasurer
• Paul Vixie, Trustee
• Bill Woodcock, Trustee

ARIN Staff:

• Thérèse Colosi, Recording Secretary
• Nate Davis, COO
• Susan Hamlin, Director, Member Services
• Cathy Handley, Executive Director, Government Affairs & Public Policy
• Richard Jimmerson, CIO
• Mark Kosters, CTO
• Mary K Lee, Director, H.R./Business Admin.
• General Dale Meyerrose, Interim CEO
• Leslie Nobile, Director Registration Services
• Bob Stratton, Director Financial Services

ARIN Board Advisor:

• Raymond Plzak, President Emeritus

ARIN Counsel:

• Stephen M. Ryan, ESQ

Observer:

• Timothy Denton, Trustee-Elect

1. Welcome

The Chair called the meeting to order at 12:07 p.m. EDT. The presence of quorum was noted.

2. Agenda Bashing

The Chair called for any comments. He explained, for the record, that he is the acting CEO of ARIN, per the Bylaws; and, the General is assisting him as Interim CEO. The Chair then noted that the item under AOB may be discussed in January at the next Board meeting. (Board Action Item)

3. Approval of the Minutes

Scott Bradner, as Secretary, moved:

A. “The ARIN Board of Trustees adopts the Minutes of the October 15, 2008 meeting, as written.”

This was seconded by Paul Vixie. The Chair called for any comments. There were no comments.

The motion carried with no objections and 1 abstention (Lee Howard).

Scott Bradner, as Secretary, moved:

B. “The ARIN Board of Trustees adopts the Minutes of the October 28, 2008 meeting, as written.”

This was seconded by Paul Vixie. The Chair called for any comments. There were no comments.

The motion carried unanimously with no objections.

4. Ratification of Policy Proposal 2008-4: “Minimum Allocation in the Caribbean Region”

At their meeting on November 20, 2008, the ARIN Advisory Council recommended that ARIN Board of Trustees adopt this policy proposal.

Lee Howard moved:

“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 2008-4: Minimum Allocation in the Caribbean Region.”

This was seconded by Bill Woodcock. Brief discussion ensued with an overview of the policy. Lee Howard asked if there was any legal risk associated with different policies in different regions. Counsel stated that during his legal review he did not foresee legal difficulties. The Chair concurred; and asked if there were any concerns. There were no comments or concerns.

The motion carried unanimously via roll call.

5. Board Member Appointment

Due to Bill Manning’s resignation from the Board in November, it is the sense of the Board to fill the vacant seat for 2009. The Board discussed nominating Lee Howard for the seat. The Chair asked Lee if he was willing, and Lee accepted.

Scott Bradner moved:

“The ARIN Board appoints Lee Howard to fill the seat recently vacated by Bill Manning for the period January 1, 2009 until December 31, 2009.”

This was seconded by Bill Woodcock. The Chair noted that the Board had discussed, on their list, interim appointments of Board Trustees. He explained that the Bylaws state it is optional to appoint a Trustee until the next general election is held; then, the reminder of the term is filled by the newly elected Trustee. It was the sense of the Board that they appoint Lee.

Lee Howard explained that he was going to step down as a Trustee at the end of 2008. However, he changed employers and found that they are very supportive of his activities with ARIN. Therefore, he stated he was happy to fill the seat on the Board. The Board expressed their appreciation.

The motion carried with 4 in favor, and 1 abstention (Lee Howard).

6. ARIN 2008 Election Process

Nate Davis reported on the recent ARIN ‘Get the Vote’ Campaign. The Chair noted that the information brought before the Board was an attorney work-product.

After discussion, it was the sense of the Board that staff evaluate a change in the schedule of the ARIN public policy and members meetings, to be discussed at the Board’s next meeting. The Board also agreed to discuss the possibility of candidates video recording their speeches, in lieu of speaking in person, if they so desired. (Staff Action Item)

7. New Policy Development Process (PDP)

Scott Bradner moved:

“The ARIN Board of Trustees approves the Policy Development Process as revised.”

This was seconded by Bill Woodcock. Scott Bradner explained that he and Ray Plzak worked on this together. The Board reviewed the process and noted they had discussed the subject extensively in the past. Ray Plzak pointed out that the goal was a coupled milestone schedule from the front end of process so as to not end up with a clustering of policy proposals. He stated it will make the workload easier on the AC, and hopefully encourage uniform participation throughout the process.

The Chair asked how existing proposals would get into the appropriate step of the process and communicated to the AC. Nate Davis explained that staff already has a transition plan to move policies into their appropriate place within the new PDP. Ray Plzak stated that the intent is existing policy proposals would be inserted into the new PDP at the appropriate place.

The Chair then tabled the rest of the discussion due to missing attachments. He stated this item would be discussed later, when the attachments were obtained. The Chair moved forward to the discussion of Item 8 at this time.

8. Adjournment

Financial Committee (FinCom) Report. The FinCom is recommending that the Board approve the FY 2009 Budget.

Lee Howard moved:

“The ARIN Board of Trustees approves the FY 2009 Budget as recommended by the Finance Committee.”

This was seconded by Scott Bradner. The Chair stated that the Board would review the proposed Strategic Plan in Item 9, in conjunction with the proposed Budget at this time. General Meyerrose provided a presentation on the Strategic Plan to the Board. He explained that in past years, a Strategic Plan had not been presented when proposing the annual ARIN Budget. He stated that it was customary for an organization’s budgetary process to be joined with its Strategic Plan and recommended ARIN do so going forward. He stated that the ARIN management team was able to gather this information very quickly, as the information did exist but was not previously consolidated.

As a point of order, Lee Howard asked if the motion above be tabled while the Board discussed this topic. The Chair agreed, and tabled the current motion to further discuss the planning process.

The Chair asked if anyone had any comments on the proposed process. Timothy Denton asked if any of the Board members had ‘lived through’ this process of planning and budgeting. Several Board members and staff replied they had indeed used this process in other organizations they had worked for with very good results. Timothy thanked the Board for their comments.

Timothy then asked if a discussion of becoming a Title Agency could take place, at a future point in time. The Chair stated it would be discussed at the Board’s meeting in January. (Board Action Item)

The Board approved the staff-proposed Strategic Plan structure; and, the staff-drafted mission statement, goals, revenue and expenditure categories as the initial draft to be worked on going forward. (Staff Action Item)

The Chair took the motion to approve the budget off the table. The Board then reviewed and discussed the budget.

The Board also noted changes that would take effect if the number of ARIN employees should reach 50. The Chair noted that staff would provide feedback to the Board on this issue. Lee Howard suggested any new positions in ARIN should be contingent upon outcome of staff’s report. All agreed. (Staff Action Item)

The motion to approve the FY 2009 Budget carried unanimously via roll call.

Resumption of Item 7. New Policy Development Process (PDP). The Chair took this item off the table, and the Board reviewed the remaining attachments that further outlined the new process.

The Chair called for any further discussion. There were no comments. The Chair requested the Interim CEO distribute the PDP to the Advisory Council. (CEO Action Item)

The motion to approve the Policy Development Process as revised carried unanimously via roll call.

9. Overview of ARIN 2009 Strategic Plan

Discussed in Item 8, above.

10. Board Composition and Officers

The Chair noted the ARIN Anti-Takeover and Membership Committees were both involved in this item in the past. Lee Howard stated he was willing to accept the nomination of Treasurer at the next Board meeting in January, but that he would not complete the year due to the Board’s decision to find a replacement Treasurer. He stated this was close to fruition. He explained that he would perform the Treasurer function, until such time a permanent ARIN CEO was in place, and that person could finalize finding a permanent person to fulfill the Treasurer role.

The Chair stated that the discussion of the Treasurer position, and how to handle it, was an important one that should be addressed at their January meeting. All agreed. (Board Action Item)

Bill Woodcock expressed concerns that both committees had hit lulls. The Chair suggested re-reading the reports that each committee had produced, and the Board would discuss them. Bill Woodcock then volunteered to chair the Membership Committee that Bill Manning had previously chaired.

The Chair asked if there were any objections to Bill Woodcock chairing the Membership Committee. There were no objections. The Chair tasked Bill, as the Membership Committee Chair, to provide a report of said Committee at the Board’s meeting in January. It was noted the Committee would be re-impaneled at that time. (Membership Committee Action Item)

Lee Howard stated it would be prudent to also have a staff analysis and proposal regarding the report of Anti-takeover Committee. (Staff Action Item)

The Chair summarized that the Board would review the Anti-takeover Committee report and staff’s recommendation; and, discuss the Membership Committee - re-chartering it appropriately at their January meeting. (Board Action Item)

11. Change to the ARIN Bylaws, Article VI, Section 6, Removal from Office, Trustees

Paul Vixie had recently requested a change to the current language via the Board’s email list. The current language reads:

Section 6. Removal from Office.

a. Removal of Trustees. Any elected or appointed Trustee may be removed from office, with or without cause, by a vote of the General Members in good standing following a procedure approved by the Board and publicly available on the ARIN website. Such a vote shall be conducted in a specially called and held meeting that follows the electronic voting procedure used for general elections as outlined on the ARIN website. Any such Trustee proposed to be removed shall be entitled to at least ten (10) calendar days notice prior to the voting period and shall be entitled to publish a public statement on the ARIN website. Removal may proceed without the Trustee’s participation.

Paul Vixie moved:

“The ARIN Board of Trustees changes Article VI, Section 6 as follows:

• Number the existing paragraph of subsection a. as follows:

1. Removal by Vote.

• Add a second paragraph to subsection a. to read:

2. Removal by Trustees. Any elected Trustee may be removed from office with or without cause by a unanimous vote of the remaining Trustees then in office. Any member proposed to be removed shall be entitled to at least ten (10) calendar days notice prior to the voting period and shall be entitled to appear before and be heard at such meeting. Removal may proceed without the member’s participation.”

This was seconded by Scott Bradner. The Chair called for discussion. Discussion ensued regarding pros and cons. Lee Howard hypothesized that: if the other Trustees simply did not care for a particular Trustee; this change would make it easier for the Board to remove said Trustee based on their dislike of him/her. Opinions were expressed, with most of the Board feeling that not only would the present Board not let that happen; but, that the Community would hold the other Board members accountable and would not let that behavior take place.

The motion carried with 4 in favor and 1 against (Lee Howard) via roll call.

12. ARIN General Counsel Report

Counsel provided an attorney-client privileged report to the Board. After discussion, the Chair tasked Counsel to provide necessary disclosure forms to the Board’s list for discussion, to prepare for further action at their meeting in January. (Counsel Action Item)

13. ISOC Advisory Council

Ray Plzak stated because of ARIN’s contribution to ISOC, ARIN has a representative on the ISOC Advisory Council. He stated that when he was the CEO of ARIN, he was the designated representative, with Richard Jimmerson as the alternate. He explained that the duties are minimal, but noted that one important thing the representative did was to vote in the election of Organizational members to the ISOC Board. He stated that a replacement for him needs to be appointed.. Bill Woodcock nominated Scott Bradner. Ray Plzak recommended the representative be someone from staff.

The Chair suggested Richard Jimmerson, and one or two others staff members. He left it to the General to recommend staff representatives to be discussed at the Board’s meeting in January. (CEO Action Item)

14. Board Travel

The Chair stated that Board members need to be selected to attend the upcoming meetings below.

A. NANOG 45. To be held in Santo Domingo, Dominican Republic, January 25-28, 2009. It was noted that Bill Woodcock and Timothy Denton would be attending this meeting.

B. ARIN Caribbean Sector Meeting (ACSM). To be held in St. Michael, Barbados, February 10 - 11, 2009. The Chair stated he and Scott Bradner were attending this meeting.

The Chair explained that the other RIR Boards would like to see ARIN Board members at their meetings to connect with them. The Chair stated that each ARIN Board member should rotate attending the other RIR meetings throughout the year.

C. 2009 Board Travel Policy. Timothy Denton requested guidance on what meetings he should attend, in order to schedule his 2009 calendar. The Chair stated the Board will discuss reasonable travel scheduling on their mailing list, and this will assist them with their calendar scheduling for next year. (Board Action Item)

15. Any Other Business

ARIN RPKI Direction. The Chair stated the Board had discussed this topic in the past with regard to: planning; trial and production and, its implications. He stated staff needs guidance soon regarding planning in this area. He explained that this needs to be discussed at the Board’s meeting in January, and asked if staff can wait until that time. Mark Kosters responded that staff can wait until the Board meets in January. (Board Action Item)

16. Adjournment

The Chair entertained a motion to adjourn at 1:58 p.m. EDT. Lee Howard moved to adjourn, and this was seconded by Bill Woodcock. The motion carried unanimously.