Board of Trustees Meeting Minutes - 15 April 2009 [Archived]

Teleconference

Attendees:

• John Curran, Chair
• Lee Howard, Secretary/Vice Chair
• Scott Bradner, Treasurer
• Timothy Denton, Trustee
• Paul Vixie, Trustee
• Bill Woodcock, Trustee

ARIN Counsel:

• Stephen M. Ryan

1. Welcome

Lee Howard, as Vice Chair, called the meeting to order at 3:02 p.m. EDT. He performed a roll call, noting the presence of quorum, General Counsel, and the absence of the Chair.

2. ARIN Matters

The Vice Chair noted that a 10 day notice for the meeting had not been given, as required in the Bylaws, but that waiver of notice had been sent by all Board members. There were no objections to proceeding with the meeting.

The Board entered executive session to discuss the ARIN CEO position.

John Curran joined the call at 3:20 p.m. EDT.

The Board exited Executive Session at 3:30 p.m. EDT.

A) Position of Chair. John Curran gave notice to the Board of his resignation as Chair, in order to dedicate more time to the position of ARIN’s Acting President and CEO. The Vice Chair asked whether Mr. Curran intended to remain as a Board member. Mr. Curran indicated his intent to continue serving as a Trustee.

The Vice Chair called for nominations for Chair. Scott Bradner nominated Paul Vixie. Lee Howard seconded the nomination. The Vice Chair asked Mr. Vixie if he would accept the nomination, and if he would like to make a statement. Mr. Vixie accepted, and made a short statement.

The Vice Chair called for any other nominations. Hearing none, the Vice Chair declared that nominations were closed. In the interest of preserving secret balloting, the Vice Chair requested email votes be sent to General Counsel immediately for counting. Noting that he had received either email, or oral vote, from all Board members, Counsel stated he had six votes for Paul Vixie for Chair.

The Vice Chair declared Paul Vixie the new Chair, and turned over the meeting to him.

B) Compensation Committee. The Chair asked whether John Curran intended to continue serving on the Compensation Committee while performing the duty of Acting President and CEO, and John stated that he did not. The Chair called for volunteers to serve on the Compensation Committee, and noted that the current members were: Paul Vixie, Tim Denton, and John Curran. Mr. Bradner indicated his willingness to serve, and was appointed by the Chair.

3. Any other Business

The Chair called for any other business.

A) Communications. The Board entered into Executive Session to discuss communications, at 3:28 p.m. EDT. The Board exited the Executive Session at 3:45 p.m. EDT.

B) Appointment of Acting President. Noting that the Bylaws have either the Chair perform the duties of the President in the event of a vacancy, or select a Trustee to serve in that capacity, the Chair appointed John Curran as Acting President and CEO of ARIN.

The Chair called for any other business. There were no comments.

4. Adjournment

The Chair called for a motion to adjourn at 3:46 p.m. EDT. Scott Bradner moved to adjourn, with Lee Howard seconding the motion.