Board of Trustees Meeting Minutes - 27 April 2009 [Archived]

San Antonio, Texas

Attendees:

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

ARIN Staff:

• Thérèse Colosi, Scribe
• Nate Davis, COO

ARIN Counsel:

• Stephen M. Ryan

1. Welcome

The Chair called the meeting to order at 7:05 a.m. CDT. The presence of quorum was noted.

2. Agenda Bashing

The Chair called for comments. John Curran stated the agenda will be rearranged due to time constraints as the meeting progresses.

3. Approval of the Minutes

A) Lee Howard, as Secretary moved:

“The ARIN Board of Trustees adopts the Minutes of the March 18, 2009 Board Meeting, as presented.”

Scott Bradner seconded the motion. The Chair called for discussion. There were no comments.

The motion carried unanimously with no objections.

4. ARIN 2009 Strategic Plan

Nate Davis provided an update and presentation to the Board on ARIN projects and deliverables to include ARIN’s web services, document retention policy, and outreach. He stated that the document retention policy is being finalized with a schedule. Scott Bradner requested a copy of the schedule. John Curran stated he would forward it to him. The Board confirmed the presentation style and level of detail. Lee Howard requested that future Strategic Plan reports include schedule, budget, and scope.

Nate noted that temporary staff has been hired to assist in delivering projects on time.

John Curran stated that the business impact and engineering impact involved regarding the work on ARIN’s web services was underestimated. ARIN is trying hard to stay on schedule with deliverables.

Scott Bradner stated that he has heard favorable comments on ARIN’s outreach efforts.

Bill Woodcock requested staff reports on the two following possibilities:

1. Green business certification for ARIN as an organization, including: possible paper reduction, power-use reduction, the generation of green power on-site, reduction of staff travel, carbon-balancing of staff travel, and business practices, etc.

2. The carbon and energy-balancing of ARIN meetings, including principally the carbon and energy balancing (separately) of the travel of each participant. He stated he had looked into this and it looked like sponsoring the planting of a single tree was about equivalent to 60% - 70% of a coach-class transcontinental round-trip flight, which would make a one-tree-per-attendee policy potentially appropriate.

John Curran stated he would research these requests.

5. Changes to ARIN Bylaws

Scott Bradner stated that he wanted to ensure that justification as part of the language of the Bylaws changes was included in the minutes going forward, as part of the record. John Curran asked if Scott also wanted it presented to the Board as part of their agenda. Scott replied yes. John asked if having the presentation part of the formal record would suffice, and Scott agreed as long as long as that became part of the minutes. John Curran indicated that he would make sure that such was done going forward.

The Board received notice of the following proposed changes, and some additional discussion has occurred on the Board’s list.

A. Article VI, Board of Trustees, Advisory Council and Committees. Section 1. Board of Trustees.

Scott Bradner moved:

“The ARIN Board of Trustees adds the following paragraph, title, and language to Article VI, Board of Trustees, Advisory Council and Committees. Section 1. Board of Trustees to read:

e. Eligibility. No two Board of Trustees members may be employed by or receive financial compensation from a common employer, parent employer, or related organization. Notwithstanding the prior sentence, one member of the Board of Trustees with a pre-existing consulting relationship, not full-time employment, to the common employer, parent employer, or related organization of another Trustee, prior to election to the Board of Trustees, must end that consulting relationship upon being elected, but is not disqualified from holding such office.”

John Curran seconded the motion. The Chair called for discussion. Nate Davis stated that this change modifies the language so that Board capture does not occur by individuals seeking to control the Board, or single organizations. This change is justified in order to protect the organization and was recommended by a study committee. Discussion ensued on the language of the second sentence and it was the sense of the Board that it did not make grammatical sense as written.

Lee Howard moved to table the motion. The Chair called for any objections to tabling the motion. There were no objections.

The Chair remanded the language to Counsel for revision.

B. Article VII, Section 4. President.

Scott Bradner moved:

“The ARIN Board of Trustees replaces the last sentence of Article VII, Section 4. President to read:

In case of a vacancy, or incapacitation, in the office of the President, the official duties shall be performed by the Chairman of the Board of Trustees, or an individual of his/her selection.”

John Curran seconded the motion. The Chair called for discussion. Nate Davis explained that this change reflects recent practice. John Curran said that the change is necessary so that the organization can always have adequate leadership during these circumstances. Scott Bradner suggested amending to add having the Vice Chair also listed in the sentence in the President and the Chair both were to become incapacitated. Lee Howard stated that the Bylaws provided for the Vice Chair to automatically assume the Chair’s duties. He pointed out that ARIN would find a new Chair if something were to happen. Scott accepted this explanation and agreed the amendment was unnecessary.

The motion carried unanimously via roll call.

The motion to change Article VI, Board of Trustees, Advisory Council and Committees. Section 1. Board of Trustees, e. Eligibility was taken from the table. Counsel presented revised language.

Scott Bradner also suggested that ‘upon being elected’ should be changed to ‘before taking office’. Further discussion took place with Board members suggesting further edits.

Due to time constraints, the Chair stated the item would be remanded to Counsel to revise the language.

Scott Bradner stated he would like to withdraw the motion to adopt changes to the paragraph, title, and language of Article VI, Board of Trustees, Advisory Council and Committees. Section 1. Board of Trustees, e. Eligibility.

The Chair called for any objections to withdrawing the motion. There were no objections.

C. Article VIII, Section 3. Notifying Members of Candidates.

Scott Bradner moved:

“The ARIN Board of Trustees adopts the following changes to Article VIII, Section 3. Notifying Members of Candidates to read:

The President of ARIN shall, at least ten (10) calendar days prior to the first day of the fall Public Policy and Members Meeting, mail electronically to the membership a final list of Trustee and Advisory Council Candidates, including successful nominations by petition.”

Bill Woodcock seconded the motion. The Chair called for discussion. Scott Bradner stated that if there were no objections he moves to amend the motion, per further discussion on the Board’s list regarding use of the term “fall”, to read as stated below. The Chair called for any objections. There were no objections, and the motion as amended reads:

“The ARIN Board of Trustees amends Article VIII, Section 3. Notifying Members of Candidates to read:

The President of ARIN shall, at least ten (10) calendar days prior to the first day of the final Public Policy and Members Meeting of the year, mail electronically to the membership a final list of Trustee and Advisory Council Candidates, including successful nominations by petition.”

Bill Woodcock seconded the motion. The Chair called for discussion. John Curran stated that this change and the ones that follow are important in order to provide flexibility in setting the date of the meeting, changing “fourth quarter” to either “fall” or per the Board discussion to “final.”

The motion carried unanimously via roll call.

D. Article VIII, Section 3.b. Attendance at the Fourth Quarter Members Meeting.

Scott Bradner moved:

“The ARIN Board of Trustees adopts the following changes to Article VIII, Section 3.b. Attendance at the Fourth Quarter Members Meeting’ to read:

Attendance at the Fall Public Policy and Members Meeting: Candidates for Trustee and Advisory Council positions are permitted, but are not required, to appear before the membership at the fall Public Policy and Members Meeting for the purpose of introducing themselves. Candidates who are not General Members in good standing may attend the fall Public Policy and Members Meeting for this purpose free of charge.”

Tim Denton seconded the motion. The Chair called for discussion. Scott Bradner stated that if there were no objections he amends the motion, per further discussion on the Board’s list, to read as stated below. The Chair called for any objections. There were no objections.

Based upon Board feedback on their mailing list regarding use of the term ‘fall’, the new motion reads:

“The ARIN Board of Trustees amends Article VIII, Section 3.b. Attendance at the Fall Public Policy and Members Meeting to read:

Attendance at the Final Public Policy and Members Meeting of the Year: Candidates for Trustee and Advisory Council positions are permitted, but are not required, to appear before the membership at the final Public Policy and Members Meeting of the year for the purpose of introducing themselves. Candidates who are not General Members in good standing may attend the final Public Policy and Members Meeting of the year for this purpose free of charge.”

The Chair called for discussion. Nate Davis stated that this change allows for the candidates to present their speeches or videos on the first day of the last Public Policy Meeting, instead of the last day during the Members Meeting. This provides for improved voter turnout and presenting their information earlier to the community.
Tim Denton stated that in his experience, being at the meeting and getting a sense for the audience, gave him enough time to make a better speech on the last day during the Members Meeting, and was not sure what purpose this change served.

Scott Bradner noted that candidate’s speeches/videos could be held in the afternoon of first day of the last Public Policy Meeting, which would give some time for candidates to mingle with the audience beforehand.

John Curran noted that the afternoon of first day of the last Public Policy Meeting affords some time, but not much; however, people want to speak to candidates after their speeches but cannot because currently candidates present on the last day of the meeting and there is no time. Currently, new members have the benefit of three days to mingle, as Tim stated that he was able to do, but it is acknowledged that members are unable to speak with candidates.

The Chair stated that ARIN is pushing to ‘Get out the Vote’ and wants to afford people the full ARIN meeting to be able to do so. He agreed it was difficult to give statements to an audience you have not calibrated, but felt it was possible.

Nate Davis pointed out that maximum number of attendees attend on the first day of the ARIN PPM. Counsel agreed this was the key reason for the change.

The motion carried unanimously via roll call.

The Chair noted the time, and re-prioritized items for discussion on the agenda. He stated that without objection, the Board would discuss Item 8. B, regarding Draft Policy 2009-1: Transfer Policy, at this time (7:57 am CDT).

Lee Howard objected to considering 2009-1 before hearing deliberations at the Public Policy Meeting. After reviewing the agenda, he withdrew his objection.

8. Any Other Business.

B. Draft Policy 2009-1: Transfer Policy.

John Curran moved:

“The ARIN Board of Trustees, based on feedback from the community and the ARIN Advisory Council, hereby withdraws Draft Policy 2009-1: Transfer Policy.”

Lee Howard seconded the motion. The Chair called for discussion.

The Board further discussed withdrawing the policy. They noted the emergency item of the policy being that all transfers need to go through ARIN, and that the requirement that all parties being in the ARIN region needed to be explicit, and that the other very important items of the policy were not deemed an emergency, and were better addressed by the ARIN Advisory Council than the Board.

After discussion, Lee Howard moved to table the motion to withdraw 2009-01, until the continuation of the Board meeting on April 28, 2009. John Curran seconded the motion.

After further discussion, Bill Woodcock asked to call the question via roll call vote.

The motion to table carried, with John Curran, Tim Denton, Lee Howard, and Bill Woodcock voting in favor, and Scott Bradner and Paul Vixie abstaining.

Due to the ARIN PPM’s commencement at 9:00 a.m. CDT, Scott Bradner then moved to suspend the Board’s meeting at this time (8:42 a.m. CDT) until April 28, 2009, at 7:00 a.m. CDT. John Curran seconded the motion.

The Chair called for any objections to suspending the Board meeting. There were no objections.

Tuesday, April 28, 2009, Meeting of the ARIN Board of Trustees, Resumed

The Chair called the meeting to order at 7:08 a.m. CDT. The presence of quorum was noted. The Chair stated that discussion of 8B, Draft Policy 2009-1 would continue at this time.

John Curran stated that he felt the community’s discussion during yesterday’s Public Policy Meeting at ARIN XXIII was both productive and insightful.

Scott Bradner moved to now consider the motion to withdraw Draft Policy 2009-1. Lee Howard seconded the motion. Board discussion ensued regarding the previous day’s community discussion, and how to best address this draft policy. It was the sense of the Board to drop the motion to withdraw Draft Policy 2009-1, and instead craft a resolution on the matter. Discussion continued on the content of that resolution.

Although very close to finalizing the resolution, with the commencement of the ARIN Meeting at 9:00 a.m. CDT, Scott Bradner moved to suspend the Board’s meeting at 8:52 a.m. CDT. John Curran seconded the motion.

The Chair called for any objections to suspending the Board meeting. There were no objections.

During a break in the ARIN XXIII meeting, the Board reconvened to finalize the resolution. The Chair called the meeting to order at 10:58 am CDT.

Bill Woodcock moved:

“The ARIN Board of Trustees has agreed that it will not use its emergency powers to unilaterally implement Draft Policy 2009-1.

The Board will rely on the ARIN Advisory Council, following the Policy Development Process, to consider the amendments to 2008-6 proposed in 2009-1, consistent with the community’s discussion in the Public Policy Meeting and the Public Policy Mailing List.

On June 1, 2009, the board will direct the staff to either implement 2008-6 as written or the results of 2009-1 after the Advisory Council has followed the next stage of the Policy Development Process.

If policy 2008-6 is implemented without amendment, it will be interpreted to only permit transfers of IPv4 resources between parties within the ARIN region, and transfers will only be permitted when the transferor first returns the resources to ARIN before ARIN issues them to the recipient.”

Scott Bradner seconded the motion. The Chair called for discussion. Lee Howard suggested amending to use the word “resolves”, which was accepted without objection, resulting in the following motion:

“The ARIN Board of Trustees resolves that it will not use its emergency powers to unilaterally implement Draft Policy 2009-1.

The Board will rely on the ARIN Advisory Council, following the Policy Development Process, to consider the amendments to 2008-6 proposed in 2009-1, consistent with the community’s discussion in the Public Policy Meeting and the Public Policy Mailing List.

On June 1, 2009, the board will direct the staff to either implement 2008-6 as written or the results of 2009-1 after the Advisory Council has followed the next stage of the Policy Development Process.

If policy 2008-6 is implemented without amendment, it will be interpreted to only permit transfers of IPv4 resources between parties within the ARIN region, and transfers will only be permitted when the transferor first returns the resources to ARIN before ARIN issues them to the recipient.”

Scott Bradner seconded the motion as amended.

The amended motion carried unanimously via roll call.

John Curran moved to recess the Board’s meeting at 11:20 a.m. CDT, to return to the ARIN meeting. Lee Howard seconded the motion. The Chair called for any objections. There were no objections.

The Chair stated the Board would reconvene at 6:00 p.m. CDT to address the remaining agenda items.

The Chair called the meeting to order at 6:22 p.m. CDT. The presence of quorum was noted.
He stated they would resume discussion of the remaining items of the agenda beginning with item 5. Changes to ARIN Bylaws.

5. Changes to ARIN Bylaws (Continued)

A. Article VI, Board of Trustees, Advisory Council and Committees. Section 1. Board of Trustees, (Continued)

Based on the Board’s discussion during the previous day’s meeting on April 27, 2009, Counsel drafted and provided a revision of the motion for the Board’s review.

John Curran moved:

“The ARIN Board of Trustees adds the following paragraph, title, and language to Article VI, Board of Trustees, Advisory Council and Committees. Section 1. Board of Trustees to read:

e. Eligibility. No two Board of Trustees members may be employed by or receive financial compensation from a common employer, parent employer, or related organization. Notwithstanding the prior sentence, one member of the Board of Trustees with a consulting relationship, not full time employment, to another common employer, parent employer or related organization of another Trustee, must end that consulting relationship before taking office.”

Scott seconded the motion. The Chair called for discussion. Discussion ensued on the language of the motion. Counsel explained that this language arises from the Anti-Takeover Committee’s recommendation to protect the Board from take-over. The Board was not satisfied with the wording as revised. Bill Woodcock suggested simpler language, which the Board deliberated.

John Curran suggested tabling the motion to give Bill and Counsel the time to further craft the language, and the Board would revisit the item later in this meeting.

The Chair called for any objections to tabling the motion. There were no objections.

E. Article VIII, Section 4.b. Election Period.

John Curran moved:

“The ARIN Board of Trustees adopts the following changes to Article VIII, Section 4.b. Election Period to read:

Election Period. The Election Period shall begin during the fall Public Policy and Members Meeting. The membership shall have ten (10) calendar days after the Election Period opens to electronically cast their votes, provided that any such electronic transmission shall either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the member. Votes received by ARIN after the close of the Election Period shall not be counted.”

Scott Bradner seconded the motion. The Chair called for discussion. Based upon Board feedback on their mailing list regarding use of the term ‘fall’, John Curran moved to amend the motion to read:

“The ARIN Board of Trustees amends Article VIII, Section 4.b. Election Period to read:

The Election Period shall begin during the final Public Policy and Members Meeting of the year. The membership shall have ten (10) calendar days after the Election Period opens to electronically cast their votes, provided that any such electronic transmission shall either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the member. Votes received by ARIN after the close of the Election Period shall not be counted.”

The Chair called for any objections to the amendment. There were no objections. John Curran noted that the change was necessary to allow voting to occur during the meeting.

The motion carried unanimously via roll call.

F. Article V. Membership. Section 2. ARIN Meetings.

Scott Bradner moved:

“The ARIN Board of Trustees adopts the following changes to Article V, Section 2. ARIN Meetings to read:

ARIN Public Policy and Members Meetings are held biannually in person in the spring and fall.”

Lee Howard seconded the motion. The Chair called for discussion. Scott Bradner suggested amending the motion to change “spring and fall” to “first and second meetings of the year.” Lee Howard suggested amending the motion to end after the words ‘in person.’ The Chair called for any objections to the suggested amendments. There were no objections. The amended motion reads:

“The ARIN Board of Trustees adopts the following changes to Article V, Section 2. ARIN Meetings to read:

ARIN Public Policy and Members Meetings are held biannually, in person.”

The motion carried unanimously via roll call.

G. Article VIII, Section 2. Nomination of Candidates.

Lee Howard moved:

“The ARIN Board of Trustees adopts the following changes to Article VIII, Section 2. Nomination of Candidates to read:

Prior to the final Public Policy and Members Meeting of the year, and in accordance with published documentation, any Trustee or General Member in good standing may make up to three nominations for each open Board of Trustees and Advisory Council position.”

John Curran seconded the motion. The Chair called for discussion. There were no comments.

The motion carried unanimously via roll call.

H. Article VIII, Section 2.a. Nomination Committee.

Scott Bradner moved:

“The ARIN Board of Trustees adopts the following changes to Article VIII, Section 2.a. Nomination Committee to read:

The Board shall annually appoint a Nomination Committee consisting of seven (7) persons, including: two (2) members of the Board of Trustees, two (2) members of the Advisory Council, and three (3) volunteer General Members in good standing. The Nomination Committee shall be selected following a procedure approved by the Board and publicly available on the ARIN website. Any member of the Nomination Committee may be removed by a majority vote of the Board of Trustees. The Nomination Committee shall be responsible for identifying, recruiting, and certifying a properly selected slate of Trustee and Advisory Council Candidates to be placed in nomination before the membership for election. The Nomination Committee shall, following evaluation of Nominees’ experiences and qualifications, submit its list of selected Trustee and Advisory Council Candidates to the President of ARIN prior to the final Public Policy and Members Meeting of the year. No person may be a member of the Nomination Committee and also be a Candidate for election to a Trustee or Advisory Council position in the same year.”

Lee Howard seconded the motion. The Chair called for discussion. There were no comments.

The motion carried unanimously via roll call.

The Board entered Executive Session at this time (6:50 p.m. CDT) to discuss Board communication. The Board exited Executive Session at 7:12 p.m. CDT.

The Board resumed consideration of item 5A at this time, and Counsel suggested the following text for review:

“e. Eligibility. No person may assume the office of trustee while employed by, having a consulting relationship with, or receiving compensation from the employer or a related corporate organization of a sitting trustee.”

After reviewing and discussing the new language, it was the sense of the Board that this language was satisfactory.

Lee Howard moved to take the motion from the table. Scott Bradner seconded.

The new motion reads:

“The ARIN Board of Trustees adds the following paragraph, title, and language to Article VI, Board of Trustees, Advisory Council and Committees. Section 1. Board of Trustees to read:

e. Eligibility. No person may assume the office of Trustee while employed by, having a consulting relationship with, or receiving compensation from the employer or a related corporate organization of a sitting Trustee.”

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

The motion carried unanimously via roll call.

6. ICANN Matters

The Chair stated there were three items for discussion.

A. (i) ICANN ccNSO. The Board discussed the Country Code Names and Supporting Organization’s (ccNSO) desire to form a working group to realign the ICANN and ARIN regions. The President stated he would work on getting representation on the working group.

(ii) ICANN Review of ASO. The Board discussed the fact that ICANN is required to perform a review of all of its supporting organizations per ICANN’s Bylaws. The Board briefly discussed the review of ICANN’s Address Supporting Organization and how the review will relate to ARIN.

B. National Telecommunications and Information Administration (NTIA) Notice of Inquiry (NOI) concerning ICANN Joint Project Agreement (JPA). The Board discussed the fact that the JPA will expire at the end of the year, and the effects that a possible non-renewal of the agreement will have on ARIN.

C. ITU IPv6 Survey. The Board discussed the ITU’s survey that was disseminated to member states requesting their statistics and their judgment on IPv6. It was noted that APNIC had prepared its response and made it public, and LACNIC was preparing its response. John Curran stated the deadline for having this information available is June 12, 2009; and that ARIN is working on its response.

D. DNS Root Signing. The Board discussed this topic and it was the sense of the Board that this issue was not within ARIN’s scope, but that ARIN would remain aware of the issue and any developments.

7. ARIN Research Project

The Board discussed Ms. Jean Camp’s research, which was performed at ARIN’s request, on limiting address allocations to extend the lifetime of IPv4. Paul noted that Jean provided a presentation at the ARIN XXIII Meeting. It was the sense of the Board that the abstract and presentation slides are to be posted, as part of the ARIN XXIII Meeting materials to the ARIN website, with a disclaimer that while ARIN sponsored the research, it is not ARIN’s opinion. It was the sense of the Board that Ms. Camp also be able to publish the resulting abstract and presentation as desired as long as it was also clear that this work did not represent ARIN’s position.

8. Any Other Business (Continued)

A. 2008 Board Acceptance of Audited Financial Statements.

Scott Bradner, as Treasurer, moved:

“The ARIN Board of Trustees accepts the Audit Report of the 2008 Financial Statements, as presented.”

Lee Howard seconded the motion. The Chair called for discussion. The Treasurer stated that the Financial Committee (FinCom) had reviewed the report and recommended acceptance by the Board. He stated that he had heard from the Auditors and they had reported that there were no problems in working with ARIN staff. Lee Howard noted changes in the notes due to different requirements. The Treasurer replied there were indeed changes but that the auditors did not report any problems. Lee Howard congratulated the FinCom and Bob Stratton for their work on the financial report.

The motion carried with no objections.

B. 2009-01: Transfer Policy. Discussed above.

C. Financial Committee Follow-up on ACSP Suggestion 2008.8 - Reduced Fees for 501(c) 3 Organizations. The Treasurer stated that at last Board Meeting, the Board asked the FinCom about this suggestion. He reported that the FinCom had discussed the suggestion and decided against it.

Lee Howard requested, per the process, that the Acting President report this outcome and provide a response per ACSP process. The Acting President stated he would do so.

D. Changing Fee Model from Cost-Recovery to Incentivize-IPv6. Lee Howard stated this is a question from the members. The Board discussed the topic. It was the sense of the Board that the Treasurer present data on fees during the Member’s Meeting on April 29, 2009, and that the Acting President query the members afterward for discussion. The Board felt that discussion should continue after the Member’s Meeting on the ARIN-discuss mailing list for further feedback, then the Board would revisit the matter.

E. Retain Ben Edelman for Market Pricing Study. Lee Howard stated he would like to have this study researched. The Board discussed this matter and it was the sense of the Board that Mr. Edelman be contacted to conduct the study.

F. Hiring Consultants. Paul Vixie requested a consultant be hired to conduct a study on security aspects of a market system. It was noted that at the present time it may be too early due to lack of concrete information, however it was the sense of the Board that preliminary research, albeit speculative, would be beneficial and that the Acting President should work with Counsel regarding the appropriate process to do so.

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

9. Adjournment

The Chair entertained a motion to adjourn at 9:22 p.m. CDT. Scott Bradner moved to adjourn, and without objection, the meeting was adjourned.