Board of Trustees Meeting Minutes - 5 January 2010 [Archived]

Chantilly, VA

Attendees:

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

Minute Taker:

• Thérèse Colosi

ARIN Staff:

• Nate Davis, COO

ARIN Counsel:

• Stephen M. Ryan

1. Welcome

The President called the meeting to order at 8:00 a.m. EST. The presence of quorum was noted.

2. Election of Officers

The President stated that the election of Officers must be done at this time to appoint the following Board positions for 2010. The Board discussed and reviewed the voting procedure agreeing that for the position of Chair, voting would be held by secret ballot.

A. Chair. The President called for nominations. Lee Howard nominated Paul Vixie, with Timothy Denton seconding the nomination. Paul accepted the nomination. There were no further nominations.

Counsel and Nate Davis confirmed the results of the secret ballot with the vote resulted in 5 votes for Paul Vixie, and 2 abstentions.

The President turned the meeting over to Paul Vixie, as Chair. Paul thanked the Board, and stated he was open to any suggestions with regard his fulfillment of this position.

B. Secretary. The Chair called for nominations. Timothy Denton nominated Lee Howard with Bill Woodcock seconding the nomination. Lee accepted the nomination. There were no further nominations.

The Chair called for any objections to Lee Howard serving as Secretary. There were no objections.

Lee Howard was elected by unanimous consent.

C. Treasurer. The Chair called for nominations. Lee Howard nominated Scott Bradner, with Paul Andersen seconding the nomination. Scott accepted the nomination. Lee Howard nominated Paul Andersen. Paul declined the nomination. There were no further nominations.

The Chair called for any objections to Scott Bradner serving as Treasurer. There were no objections.

Scott Bradner was elected by unanimous consent.

3. Agenda Bashing

The Chair called for any comments. Lee Howard requested that Counsel’s items (#5 and #7) on the Agenda be addressed at this time. He felt it important to do so before the Board proceeds with any business items. The Board agreed. The Chair stated that Item 7 would be addressed first, then Item 5, at this time.

7. ARIN General Counsel Session

Counsel briefed the Board members of their parliamentary procedures, and fiduciary responsibilities.

The Chair called for a 5 minute recess at 8:57 a.m. EST. The Chair resumed the meeting at 9:06 a.m. EST. Discussion ensued with the Board entering an Executive session at 9:10 am EST. The Chair resumed the meeting, ending the Executive session, at 9:20 a.m.

5. Non-Disclosure and Conflict of Interest (COI) Disclosure Review

Counsel provided an overview to the Board of their annual responsibility regarding these documents.

It was moved by John Curran, and seconded by Bill Woodcock, that:

“The Board having reviewed all disclosure forms, hereby directs ARIN General Counsel to collect signed copies and hold them for one (1) year; and, to provide ARIN’s Director of Human Resources and Administration with a single additional hard copy to be kept under lock and key at ARIN. The Board acknowledges that copies at ARIN will only be available to the President and Chief Executive Officer, ARIN General Counsel, and requesting Trustee, for review but not for reproduction.”

The Chair called for discussion. Scott Bradner suggested a friendly amendment to add language pertaining to destroying any and all prior year copies of said documents. John Curran accepted this friendly amendment.

The motion carried unanimously with no objections.

The Chair stated they would resume the Agenda in order, beginning with Item 4, at this time.

4. 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 December 18, 2009 meeting, as amended.”

The Chair called for discussion. Lee Howard discussed correcting the grammar of the second sentence of Item 4, first paragraph. This had been brought to light by Tim Denton previously on the Board’s mailing list.

Lee offered the following edit be made to the Minutes: “Upon review by the Board, the Board communicated via the President that the Advisory Council should consider whether their process of determining support within the Advisory Council for a Draft Policy recommendation is adequate.”

It was the sense of the Board that this edit was satisfactory. The Chair tasked staff with correcting the text.

The motion carried with one abstention (Paul Andersen).

5. Non-Disclosure and Conflict of Interest (COI) Disclosure Review.

No further discussion.

6. ARIN Committee/Programs Matters

A. 2010 Finance Committee (FinCom).

i) It was moved by John Curran and seconded by Scott Bradner, that:

“Resolved, that there be a 2010 Finance Committee, with Charter as presented, that is responsible for consulting with the President on the corporation’s fee structure; for oversight of the financial audit process; and for reviewing, making recommendations, and ensuring the soundness of the corporation’s Investment Policy and its implementation.”

The Board reviewed the Charter, making minor edits for clarity.

The new motion reads:

“Resolved, that there be a 2010 Finance Committee, with Charter as amended, that is responsible for consulting with the President on the corporation’s fee structure; for oversight of the financial audit process; and for reviewing, making recommendations, and ensuring the soundness of the corporation’s Investment Policy and its implementation.”

The motion carried unanimously with no objections.

The Chair asked for volunteers to serve on the 2010 FinCom:

Bill Woodcock nominated Lee Howard, with Paul Andersen seconding the nomination. Lee accepted the nomination. The Chair nominated Paul Andersen, with John Curran seconding the nomination. Paul accepted the nomination. There were no further nominations.

ii) It was moved by Scott Bradner, as Treasurer, and seconded by Bill Woodcock, that:

“The ARIN Board of Trustees appoints Paul Andersen, and Lee Howard as Members of the 2010 ARIN Finance Committee, noting the Treasurer as Chair, and further noting the President & CEO as an ex-officio member.”

The Chair called for discussion. There were no comments.

The motion carried with no objections.

B. 2010 Compensation Committee.

i) It was moved by Lee Howard, and seconded by Scott Bradner, that:

“Resolved, that there be, and is hereby designated, a Compensation Committee, with Charter as presented, that is responsible for the President’s employment contract and for ARIN’s compensation philosophy in light of industry standards.”

The Chair called for discussion. Counsel briefed the Board for clarity, on the difference between the functions of the FinCom and the Compensation Committee. The Board reviewed the Charter, making minor edits for grammar and clarity.

The new motion reads:

“Resolved, that there be, and is hereby designated, a Compensation Committee, with Charter as amended, that is responsible for the President’s employment contract and for ARIN’s compensation philosophy in light of industry standards.”

The motion carried with no objections.

The Chair called for a volunteer for the 2010 Compensation Committee. Paul Andersen nominated Tim Denton, with Bill Woodcock seconding the nomination. Tim accepted the nomination. There were no further nominations.

ii) It was moved by Scott Bradner, and seconded by Paul Andersen, that:

“The ARIN Board of Trustees appoints the Chairman of the Board and the Treasurer and Timothy Denton, as members of the 2010 ARIN Compensation Committee, with the Chairman of the Board as Committee Chair.”

The Chair called for discussion. No comments.

The motion carried with John Curran abstaining.

C. 2010 Nomination Committee (NomCom). The President suggested that due to there being no present need for a NomCom, and further discussion of this Committee was needed by the Board, that this item be deferred until a later date. It was the sense of Board to defer.

D. 2010 Acceptable Use Policy Committee (AUP). The President stated seating of this Committee will be subject for discussion. Bill Woodcock suggested adding Scott Bradner as Chair to the motion below, in order to provide improved structure to this Committee. The Chair asked Scott if he accepted serving as Chair of the AUP Committee. Scott accepted.

i) It was moved by John Curran, and seconded by Bill Woodcock that:

“Resolved, that there be, and is hereby designated, a Advisory Committee to the President on the Mailing List Acceptable Use Policy (AUP), with Charter as presented, with Scott Bradner as a Member and Chair, that is responsible for reviewing alleged AUP violations; and, advising the President on proposed courses of action to ensure the decisions are sound and consistent with described procedures.”

The Chair asked for discussion of the motion. The Board reviewed the Charter, making minor edits for grammar and clarity.

The new motion reads:

“Resolved, that there be, and is hereby designated, a Advisory Committee to the President on the Mailing List Acceptable Use Policy (AUP), with Charter as amended, with Scott Bradner as a Member and Chair, that is responsible for reviewing alleged AUP violations; and, advising the President on proposed courses of action to ensure the decisions are sound and consistent with described procedures.”

The Chair called for any further discussion. The Board discussed the timeliness of Committee meetings regarding AUP violations. The Chair urged Scott, as the AUP Chair, to find a mechanism to deal with the possibility of having to hold a meeting if one of the AUP Members could not be present. Scott stated that the AUP Committee, when formed, would further discuss this issue. He then requested that the President recommend nominees for the AUP Committee to him, as the AUP Chair. The President agreed to do so.

The Chair called the motion with the Charter as amended.

The motion carried with no objections.

E. Meeting Fellowship Selection Committee. The President refreshed the Board as to the Fellowship Program, stating a Committee was needed. He pointed out that the edits made in other charters may need to be made in this one, for consistency.

i) It was moved by Paul Andersen, and seconded by Lee Howard, that:

“Resolved, that there be, and is hereby designated, a Meeting Fellowship Selection Committee responsible for evaluating the fellowship applicants and for choosing the applicants to receive financial support to attend an ARIN Public Policy and Members Meeting.”

The Chair called for discussion. The Board reviewed the Charter, making minor edits for grammar and clarity.

The new motion reads:

“Resolved, that there be, and is hereby designated, a Meeting Fellowship Selection Committee, with Charter as amended, that is responsible for evaluating the fellowship applicants and for choosing the applicants to receive financial support to attend an ARIN Public Policy and Members Meeting.”

The motion carried with no objections.

The Chair called for volunteers for this Committee. Lee Howard nominated Bill Woodcock, with John Curran seconding the nomination. The Chair asked if Bill Woodcock accepted the nomination. Bill accepted. There were no further nominations.

ii) It was moved by Lee Howard, and seconded by John Curran, that:

“The ARIN Board of Trustees appoints Bill Woodcock to serve on and Chair, ARIN’s 2010 Meetings Fellowship Program Committee.”

The motion carried w/no objections.

F. Dissolution of the ARIN Membership Committee.

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

“The ARIN Board of Trustees hereby dissolves the ARIN Membership Committee, per Article VI, Section 3.b. of the ARIN Bylaws.”

The Chair called for discussion. The Chair stated this Committee’s efforts were well done, with a large impact and improvement to ARIN’s membership. He thanked Bill for his exemplary service on this Committee.

The motion carried with no objections.

G. Postel Network Operator’s Scholarship. It was explained that the ARIN Board needed to select a representative from ARIN for this program. The President volunteered to serve.

It was moved by Paul Andersen, and seconded by Scott Bradner, that:

“The ARIN Board of Trustees appoints John Curran to serve on Postel Network Operator’s Scholarship for year 2010.”

The Chair called for discussion. There were no comments.

The motion carried with no objections.

7. ARIN General Counsel Session

No further discussion.

8. Any Other Business

• 2011 Conflict of Interest Processing. The Board reviewed documentation of the process for the handling of these forms going forward, making minor edits for clarification.

The Chair recessed the meeting at 10:41 a.m. EST. The Chair resumed the meeting at 10:47 a.m. EST.

After reviewing the document, Scott Bradner thanked the President and ARIN staff for their work.

• Retention of Board Mailing List Archives. The Board and Counsel discussed ARIN’s retention policy

9. Adjournment

The Chair entertained a motion to adjourn at 11:18 a.m. EST. It was moved by Scott Bradner, and seconded by Bill Woodcock to adjourn. The motion carried unanimously with no objections.