Board of Trustees Meeting Minutes - 8 April 2010 [Archived]

Teleconference

Attendees:

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

Minute Taker:

• Thérèse Colosi

ARIN Staff:

• Nate Davis, COO
• Bob Stratton, Director, Financial Services

ARIN Counsel:

• Stephen M. Ryan

1. Welcome

The Chair called the meeting to order at 4:04 p.m. The presence of quorum was noted.

2. Agenda Bashing

The Chair called for any comments. The Chair noted Item 5 stating that he will ask for the President to explain why an inferior office might be beneficial; and, provide his own perspective before discussing any aspects of Item 5.

3. Approval of 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 January 5, 2010 meeting, as presented.”

The motion carried unanimously with no objections.

4. Actions Taken without a Meeting.

A) Acceptable Use Policy (AUP) Committee Appointments. On January 15, 2010 as an action taken without a meeting via e-mail, the ARIN Board of Trustees appointed Scott Bradner (Chair), Ronald da Silva (general member in good standing), and Marc Crandall (Member, ARIN Advisory Council), to ARIN’s AUP Committee. This action needs to be confirmed.

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

“The ARIN Board of Trustees confirms its action of January 15, 2010 when it adopted, via e-mail, the appointments to the 2010 AUP Committee.”

The Chair called for discussion. The President confirmed that he initiated this action, proper form was followed; and, he explained a vote was needed by the Board to confirm the action.

The motion carried with no objections.

B) ARIN Policy Development Committee Appointments. On February 12, 2010 as an action taken without a meeting via e-mail, the ARIN Board of Trustees created a Policy Development Committee with charter; and, appointed Lee Howard (Chair), Paul Andersen, Scott Bradner, John Curran (ex-officio member), John Sweeting, and Dan Alexander to sit on this Committee. This action needs to be confirmed.

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

“The ARIN Board of Trustees confirms its action of February 12, 2010 when it created, via e-mail, and made appointments to the 2010 Policy Development Committee.”

The Chair called for discussion. The President again confirmed that he initiated this action, proper form was followed; and, explained a vote was needed by the Board to confirm the action.

The motion carried with no objections.

5. Changes to the ARIN Bylaws

Per the Chair’s earlier request, the President explained that currently, the Vice Chair duties go along with the duties of the Secretary of the Board, according to the Bylaws. It takes a 2/3-vote of the Board for 2 offices to be held by one person. The requirement applies to normal offices, but not to an inferior office. If the Board were to break the Vice Chair into to its own office, it would be an inferior office and any Trustee can carry it. It would then require only a majority vote, and not a 2/3-vote, for a Trustee to carry it. This is because if it is a regular office, and not inferior office, if the Vice Chair position is assigned to a current office holder, it is overloading that Trustee with more than one office – hence the 2/3-vote requirement.

It was noted that the Vice Chair acts when the Chair is unavailable, and is not a significant office. The text is written as inferior, so it can be held by any Trustee.

The Chair noted he was amenable to either the current suggested revision of the text or Scott Bradner’s suggested text.

Scott noted that he did not object to the Vice Chair being an inferior office, but felt strongly that the Board should elect its own officers. He noted that if the Vice Chair step in, it would be a temporary matter and the Board would still hold a formal election if the Chair where to step down.
It was the sense of the Board to accept Scott Bradner’s suggestion. The Chair noted that on Item 5. F, Scott would make the motion.

A) ARTICLE V Membership, Section 1. Membership Types, b. General Members.

Original:

b. General Members. General Members shall consist of entities wishing to participate in Internet number resource policy development and related open system protocol network activities that have a valid ARIN registration services agreement (RSA or LRSA) for Internet number resources, and that pay subscription fees or membership fees as the Trustees may establish from time to time.

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

The ARIN Board of Trustees amends ARIN Bylaws, Article V, , Section 1, Membership Types, b. General Members; to read as follows:

“b. General Members. General Members shall consist of entities wishing to participate in Internet number resource policy development that have a valid ARIN registration services agreement (RSA or LRSA) for Internet number resources, and that pay subscription fees or membership fees as the Trustees may establish from time to time.”

The Chair called for discussion. The President stated that he and Lee Howard worked on the text as this section of the Bylaws was discussed the December meeting and the words “open system protocol network language” was considered potentially confusing and without meaning. The proposed change is the result of this consideration.

The motion carried unanimously via roll call.

B) ARTICLE VI: Board of Trustees, Advisory Council and Committees, Section 7.Interim Appointments and Partial Terms.

Original:

When a vacancy occurs during the unexpired term of an elected or appointed individual, the body in which the vacancy occurs may, at its discretion, upon majority vote of the remaining members, appoint an interim member to fill the vacancy until the next general election, as set forth in Article VIII.

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

The ARIN Board of Trustees amends ARIN Bylaws, ARTICLE VI: Board of Trustees, Advisory Council and Committees, Section 7, Interim Appointments and Partial Terms, to read as follows:

“When a vacancy occurs during the unexpired term of an elected or appointed individual, the body in which the vacancy occurs may, at its discretion, upon majority vote of the remaining members, appoint an interim member to fill the vacancy until succeeded by an individual elected at the next general election, as set forth in Article VIII. The seat of any such interim appointment shall be included in the first general election process that starts after the appointment.”

The Chair called for discussion. The President explained that this text clarifies that interim appointments(s) is/are served until replaced by individual(s) elected in the next general election, and specifically calls for such vacant seats to be included in the next general election.

The motion carried unanimously via roll call.

C) ARTICLE VII: Officers, Section 1, Number.

Original:

The Officers of ARIN shall include a Chairman of the Board, a President, a Treasurer, a Secretary, and such other inferior Officers, as the Board of Trustees may determine.

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

”The ARIN Board of Trustees amends ARIN Bylaws, ARTICLE VII: Officers, Section 1, Number, to read as follows:

‘The Officers of ARIN shall include a Chairman of the Board, a President, a Treasurer, a Secretary, a Vice Chairman, and such other inferior Officers, as the Board of Trustees may determine.’"

The Chair called for discussion. The President noted this change adds a distinct Vice Chairman position as discussed by Board. Scott Bradner stated that ‘and such other inferior Officers’ was ambiguous, and suggested the words ‘and, such inferior Officers, including a Vice Chairman…’ - Scott Bradner accepted this as a friendly amendment.

The new motion reads:

“The ARIN Board of Trustees amends ARIN Bylaws, ARTICLE VII: Officers, Section 1, Number, to read as follows:

‘The Officers of ARIN shall include a Chairman of the Board, a President, a Treasurer, a Secretary, and such inferior Officers, including a Vice Chairman, as the Board of Trustees may determine.’”

The revised motion carried unanimously via roll call.

D) ARTICLE VII, Officers, Section 2. Election, Term of Office, and Qualifications.

Original:

The Chair of the Board of Trustees shall be elected by the Board of Trustees from among its members. All other officers, with the exception of the President, shall be elected by the Board of Trustees from among such persons as the Board of Trustees may consider for election. Officers shall be elected during the first meeting of the Board after January 1, and shall take office immediately upon election. Officers may be, but are not required to be, ARIN members. Elected Officers that are not Trustee Members or General Members are not entitled to any membership rights. No Trustee shall simultaneously serve the position of two officers unless elected to do so by the affirmative two-thirds vote of the Trustees then in office at a regular meeting or special meeting called for that purpose; this restriction does not apply to the ability of officers to serve as such other inferior officers that may have been determined by the Board of Trustees.

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

“The ARIN Board of Trustees amends ARIN Bylaws, ARTICLE VII: Officers, Section 2. Election, Term of Office, and Qualifications, to read as follows:

The Chairman of the Board of Trustees shall be elected by the Board of Trustees from among its members. The Vice Chairman shall be appointed or elected from among the Board of Trustees’ members as described in Section 7 of this Article. All other officers, with the exception of the President, shall be individuals elected by the Board of Trustees.

The Chairman, Secretary, and Treasurer shall be elected during the first meeting of the Board after January 1, shall take office immediately upon election, and shall hold office until their successor is duly elected. The Vice Chairman shall be appointed or elected prior to or during the second meeting of the Board after January 1, shall take office immediately upon election, and shall hold office until his or her successor is duly appointed or elected. Elected Officers that are not Trustee Members or General Members are not entitled to any membership rights.

A majority vote of the Trustees in office is required to elect a candidate to an officer position. If there are more than two candidates for an office, and if no candidate has a vote that is equal to or greater than a majority of Trustees in office, then the two candidates receiving the highest number of votes will go to a new ballot, and a new vote will be called. In the event that three or more candidates tie for the highest number of votes, all such candidates will go into a new ballot. No Trustee shall simultaneously serve the position of two officers unless elected to do so by the affirmative two-thirds vote of the Trustees then in office; this restriction does not apply to the ability of officers to serve as such other inferior officers that may have been determined by the Board of Trustees.”

The Chair called for discussion. The President stated that this adds the Vice Chair to the Election Term of Office and Qualifications paragraph, and strikes a sentence ‘Officers may be, but are not required to be, ARIN Members.”, as the Vice Chair will either be elected or the Board may ask the Chair to appoint someone.

The motion carried unanimously via roll call.

E) ARTICLE VII, Officers, Section 6, Secretary.

Original:

The Secretary shall have charge of such books, records, documents, and papers as the Board of Trustees may determine, and shall have custody of the corporate seal. The Secretary shall keep, or cause to be kept, the minutes of all meetings of the Board of Trustees. The Secretary may sign, with the President, in the name and on behalf of ARIN, any contracts or agreements, and he or she may affix the corporate seal of ARIN. He or she, in general, performs all the duties incident to the Office of Secretary, subject to the supervision and control of the Board of Trustees. The Secretary shall be the Vice Chairman of the Board of Trustees and will act as the Chairman of the Board of Trustees when designated to so by the Chairman or in the case of a vacancy or incapacitation in the office of Chairman, until such time as the Board of Trustees elects a new Chairman. A majority of the Board of Trustees may appoint a Secretary if the Vice Chair declines to act. Certain duties of the Secretary, as may be specified by the Board of Trustees, may be delegated by the Secretary to the President or a designated member of the ARIN staff.

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

“The ARIN Board of Trustees amends ARIN Bylaws, ARTICLE VII: Officers, Section 6. Secretary, to read as follows:

The Secretary shall have charge of such books, records, documents, and papers as the Board of Trustees may determine, and shall have custody of the corporate seal. The Secretary shall keep, or cause to be kept, the minutes of all meetings of the Board of Trustees. The Secretary may sign, with the President, in the name and on behalf of ARIN, any contracts or agreements, and he or she may affix the corporate seal of ARIN. He or she, in general, performs all of the duties incident to the Office of Secretary, subject to the supervision and control of the Board of Trustees. Certain duties of the Secretary, as may be specified by the Board of Trustees, may be delegated by the Secretary to the President or a designated member of the ARIN staff.”

The Chair called for discussion. The President explained that the revision strikes the Vice Chair duties from the Secretary office, and corrects a typographical error.

The motion carried unanimously via roll call.

F) ARTICLE VII, Officers, Section 7, Vice Chairman of the Board.

Original

None. This is a new section.

Note: It was proposed to the Board’s list by Scott Bradner that the last sentence be replaced with, “The Vice Chairman is elected by the Board from among its members; or, the Board may request by majority vote that the Chair appoint a Vice Chairman.”

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

“The ARIN Board of Trustees amends ARIN Bylaws, by adding ARTICLE VII, Officers, Section 7, Vice Chairman of the Board, to read as follows:

The office of the Vice Chairman shall be an inferior office. The Vice Chairman of the Board of Trustees will act as the Chairman of the Board of Trustees when designated to do so by the Chairman, or in the case of a vacancy or incapacitation in the office of Chairman, until such time as the Board of Trustees elects a new Chairman. The Vice Chairman is elected by the Board from among its members; or, the Board may request by majority vote that the Chair appoint a Vice Chairman.”

The Chair called for discussion. Paul Andersen suggested the word ‘absence’ be inserted after ‘vacancy…’. It was the sense of the Board that this suggestion be incorporated.

The final motion reads:

“The ARIN Board of Trustees amends ARIN Bylaws, by adding ARTICLE VII, Officers, Section 7, Vice Chairman of the Board, to read as follows:

The office of the Vice Chairman shall be an inferior office. The Vice Chairman of the Board of Trustees will act as the Chairman of the Board of Trustees when designated to do so by the Chairman, or in the case of a vacancy, absence, or incapacitation in the office of Chairman, until such time as the Board of Trustees elects a new Chairman. The Vice Chairman is elected by the Board from among its members; or, the Board may request by majority vote that the Chair appoint a Vice Chairman.”

The final motion carried unanimously via roll call.

G) ARTICLE VII, Officers, Section 7. Vacancies, b. Interim Officer Elections.

Original:

ARTICLE VII, Officers, Section 7. Vacancies, b. Interim Officer Elections.

b. Interim Officer Elections. In case any elected officer position of ARIN becomes vacant, the majority of the Trustees in office, although less than a quorum, may elect an officer to fill such vacancy at the next meeting of the Board of Trustees, and the officer so elected shall hold office and serve for the remainder of the calendar year.

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

“The ARIN Board of Trustees amends ARIN Bylaws, by adding ARTICLE VII, Officers, Section 8, Vacancies, b. Interim Officer Elections, to read as follows:

b. Interim Officer Elections. In case any elected officer position of ARIN becomes vacant, the majority of the Trustees in office, although less than a quorum, may elect an officer to fill such vacancy at the next meeting of the Board of Trustees, and the officer so elected shall hold office and serve the remainder of the term until his or her successor is duly elected.”

The Chair called for discussion. The President stated this makes the interim Officers term clear that they are serving only the remainder of the term they are filling.

The motion carried unanimously via roll call.

6. Discussion of Transfer Listing Service Proposal

The President reviewed the history of the idea of a Transfer Listing Service stating that there had been a proposal through the Policy Development Process last year, and the Board had informed the AC that this was a services matter, not than a policy matter.

The Board then asked the President for a proposal they could review for Community consultation. . The President reviewed the proposed text to be submitted for Community Consultation, highlighting the points of the proposal. He explained the proposal will foster discussion within the Community, and the feedback will be used to shape the final product.

Scott Bradner stated that the current document was a mixture of a proposal and a request for comment. He requested that it be re-done as a cover letter that included specific questions put to the Community for their opinion, and a URL pointing to a specific proposal to be reviewed; and, a separate document that was the proposal. The President agreed stating he would have the Board review the final output before Community consultation.

7. Revised Budget Recommendation

On February 23, 2010 the Finance Committee (FinCom) met via teleconference. They reviewed a proposed, revised ARIN 2010 Budget; and, agreed to recommend that the Board adopt the revised Budget. The President presented the revised 2010 Budget to the Board.

The Chair noted the line item for a professional fee. The President stated it is listed as a net increase because there was no line item for it in the past.

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

“The ARIN Board of Trustees adopts the revised FY 2010 Budget recommended by the Financial Committee, as presented.”

The Chair called for discussion. There were no comments.

The motion carried unanimously via roll call.

8. Revision to the ARIN Mailing List AUP

The Board reviewed the changes to the AUP, and the President highlighted the revisions. Scott, as Committee Chair, confirmed the AUP Committee did review and approve of these revisions.

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

“The ARIN Board of Trustees adopts the revised ARIN Mailing List Acceptable Use Policy (AUP), as presented.”

The Chair called for discussion. Discussion ensued regarding the merits of the document. Lee Howard requested the sentence stating “Consultation with the Committee may not occur when exigent circumstances exist.” be left in the AUP. All agreed.

The motion carried with no objections.

9. Discussion of ARIN Elections – Issues and Solutions

The President reviewed slides with the Board on this matter. He explained that in 2009, the appeal process was used, and the Community had questions about the Nomination Committee (NomCom) process.

The President reviewed the strengths and weaknesses of the process seeking the Board’s guidance on how ARIN should proceed.

Discussion ensued and due to time constraints, the Chair encouraged the Board to continue discussion on their mailing list and add this to the Board’s agenda for their next meeting. All agreed.

10. Any Other Business

The President stated the Policy Development Committee will hold a teleconference between now and the upcoming ARIN meeting in Toronto.

11. Adjournment

The Chair entertained a motion to adjourn at 5:19 p.m. EDT. It was moved by Lee Howard, and seconded by Paul Andersen, to adjourn. The motion carried with no objections.