Board of Trustees Meeting Minutes - 21 October 2009 [Archived]

Thursday, Dearborn, MI

Attendees:

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

Minute Taker:

• Nate Davis

ARIN Staff:

• John Curran, President & CEO

ARIN Counsel:

• Stephen M. Ryan

1. Welcome

The Chair called the meeting to order at 7:08 a.m. EDT. The presence of quorum was noted.

2. Agenda Bashing

The Chair called for comments. He noted topics for consideration to be discussed under Item 12 ‘Any Other Business’, time-permitting.

3. Approval of the Minutes

It was moved by Lee Howard, as Secretary, and seconded by Scott Bradner that:

“The ARIN Board of Trustees adopts the Minutes of the August 19, 2009 ARIN Board Meeting, as presented.”

The Chair called for discussion. There were no comments.

The motion carried with no objections.

4. Ratification of Draft Policy 2008-3: Community Networks IPv6 Assignment.

At their last meeting on September 17, 2009, the ARIN Advisory Council (AC) moved to forward this Draft Policy to the ARIN Board for ratification.

It was moved by Scott Bradner, and seconded by Bill Woodcock that:

“The ARIN Board of Trustees, based on the recommendation of the ARIN Advisory Council, and noting that the Policy Development Process has been followed, adopts Policy 2008-3: Community Networks IPv6 Assignment.”

The Chair called for discussion. It was the sense of the Board to withdraw the motion. Scott Bradner volunteered to work on draft wording to the AC confirming their process.

5. Financial Committee Report

Investment Policy

At their last meeting on September 28, 2009 the Financial Committee (FinCom) met and discussed the latest version of the Investment Policy. Upon review, they recommended it be forwarded to the Board for acceptance.

It was moved by Scott Bradner, and seconded by Bill Woodcock that:

“The ARIN Board of Trustees, based upon the recommendation of the Financial Committee, and having reviewed the Investment Policy, accepts it as presented.”

The Chair called for discussion. Scott Bradner noted that this is effectively the same Investment Policy as last year, except that the specific numbers for the investments in particular funds have been removed, and barriers added, essentially keeping the safeguard provisions.

The motion carried unanimously via roll call.

IRS Form 990 Review

Scott Bradner provided an overview of the form, noting that the FinCom reviewed a draft of it, and remanded it to staff for further input. They noted that it is to be delivered to the Board in its final form before filing it with the IRS.

The President noted it would be approximately a two-week turnaround for the Board’s review. He stated that given the extension that has been filed, the form would be filed by the end of November to include a cover letter for further explanation and clarity, at the Board’s request. The President will draft the cover letter and pursue providing a link to Form 990, from the ARIN website. The Board will charter the FinCom with review of letter, and provide the final Form 990 to the Board prior to filing.

The President indicated that in January, for the new Board, and its subcommittees, there will be Charters for the Compensation Committee and the Financial Committee, which will include Form 990; and, the consideration of the people on Form 990.

The President further indicated that Bob Stratton will be presenting the Treasurer’s report on Friday, during the ARIN Member’s Meeting; and, he will assist with Q&A period. He stated he will share the Treasurer’s report, with those interested, prior to Friday.

6. Membership/Electorate Presentation

The President provided an overview on ARIN Membership and the Electorate.

The Board provided feedback on specific items related to the proposed changes; and, they requested a call in two weeks to further discuss.

7. Changes to ARIN Bylaws

The President provided a presentation to review proposed Bylaw changes. The Board provided feedback to a number of the reviewed items, and requested consideration and follow-up by staff in preparation for a Board teleconference to review requested updates to the Bylaws.

It was moved by Lee Howard and seconded by John Curran to suspend the meeting until 7:00 a.m. EDT, the following day.

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

Wednesday, October 21, 2009

The Secretary called the meeting to order, to help facilitate the meeting in the physical absence of the Chair, at 7:08 a.m. EDT.

The President requested that given the feedback collected over the last 24 hours, the meeting be suspended for privileged discussion. The Secretary asked for any objections. There were no objections.

The meeting resumed at 8:25 a.m. EDT.

The President proposed that, given discussions regarding membership and Bylaw changes yesterday, he share with the community that these related changes are under consideration. The Board discussed various aspects of the President’s proposal, ultimately providing direction to the President for his Board Report on Friday.

8. Any Other Business

The Chair called for any other business.

A) Privileged and Confidential Portion of Meeting: Refresher of ARIN Authority over Legacy Space. Tim Denton asked for a discussion related to the enhanced ARIN region governments providing reinforcement of ARIN’s prior receipt of full authority to manage Legacy address space. The Board directed the President to provide a written plan for this issue. Lee Howard noted that the written plan should also reflect intersections with the plans and/or risks discussed under privileged discussion earlier in the meeting.

B) ARIN’s IPv6 Awareness Program. The Board expressed concerns with ARIN having an ‘approved’ list of products. Additionally, the Board advised that Counsel should review this item. It was the sense of the Board that the President work with other organizations for ARIN to achieve the success needed in this area.

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

9. Adjournment

The Chair adjourned the meeting at 9:44 a.m. EDT with no objections.