Board of Trustees Meeting Minutes - 11 January 2011 [Archived]

Chantilly, VA

Attendees:

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

Minute Taker:

• Thérèse Colosi

ARIN Staff:

• Nate Davis, COO
• Bob Stratton, CFO

ARIN Counsel:

• Stephen M. Ryan, Esq.

1. Welcome

The President called the meeting to order at 8:01 a.m. EST. The presence of quorum was noted. It was noted Vint Cerf would be joining telephonically, due to a scheduling conflict. He joined the meeting at 8:05 a.m. EST.

2. Election of Officers

A) Chair. The President called for nominations for the office of Chair. Paul Vixie nominated Tim Denton. The President asked if Tim accepted the nomination. Tim accepted.

The President called for any other nominations. Bill Woodcock nominated Scott Bradner. The President asked if Scott accepted the nomination. Scott accepted.

Hearing no further nominations, the President asked if the candidates cared to make statements of their qualifications. Scott Bradner stated he had been involved with ARIN from its inception, and was very concerned with regard to IPv4 exhaustion and the issues ARIN faces. He stated he currently works at Harvard part-time, and would have plenty of time to dedicate to ARIN as Chair.

Tim Denton stated he agreed with Scott regarding the issues ARIN faces. He too had a job that was supportive of ARIN, and allowed him to dedicate the time required to Chair the ARIN Board. He stated he could provide a Chairmanship that listens, and allow decisions to be well-aired and well-considered.

As outgoing Chair, Paul Vixie stated it had been a great experience for him; and, felt that either candidate was well qualified. He complimented the depth of the talent pool of the ARIN Board.

The Board voted via secret ballot with Tim and Scott as the final candidates. Votes were tallied by the Chief Operating Officer and Counsel. Counsel announced that Tim Denton had been elected as Chair of the Board. Tim thanked the Board.

The President turned the meeting over to the Chair.

B) Secretary. The Chair called for nominations for this position. Paul Andersen nominated John Curran. John noted that his serving in this position was possible in theory but declined for avoidance of doubt. Paul Vixie volunteered to the position if there were no other candidates.

Hearing no other nominations, the Chair called for a vote. The Board voted with all in favor of Paul Vixie as Secretary of the Board.

C) Treasurer. The Chair stated that Scott Bradner and Paul Andersen had been nominated for this position, and asked both candidates if they were willing to serve. Both candidates stated they were willing to serve. The Chair asked if they cared to make statements of their qualifications.

Scott Bradner stated he had served as Treasurer in 2010 and that is an important and challenging role. He also Chaired the ARIN Finance Committee enjoyed it.

Paul Andersen acknowledged Scott as an excellent Treasurer for the Board. He stated he would like to see conservative changes to the budget in 2011, and would be happy to serve as Treasurer if elected.

The Board voted via secret ballot. Votes were tallied by the Chief Operating Officer and Counsel. Counsel announced Paul Andersen had been elected as Treasurer of the Board.

D) Vice Chair. The Chair called for nominations. As a point of order, the President stated that the Vice Chair is elected by the Board from among its members or, the Board may request by majority vote that the Chair appoint a Vice Chair. The Vice Chair must be seated by second meeting of the year, or can be seated at this meeting.

The Chair asked the Board if they wanted to name the Vice Chair, or have the Chair do it. Scott Bradner noted it is a ‘stand-by’ position, not a working relationship with the Chair, and felt that it was not that important that Chair work closely with, or be the selector of, the Vice Chair. It was the sense of the Board that they should elect the Vice Chair.

The Chair called for nominations. Paul Andersen nominated Scott Bradner. Paul Vixie seconded the nomination. The Chair asked Scott if he accepted. Scott accepted. Hearing no other nominations, the Chair called for a vote.

The Board voted with all in favor of Scott Bradner as Vice Chair of the Board.

After voting, Vint Cerf left the call at 8:17 am EST to return via telephone at 10:45 am. He noted that inclement weather might force him to leave the meeting early in order to keep his travel schedule. The Board acknowledged.

3. Agenda Bashing

Due to the length of the agenda, the Chair asked the President for time allocations on each item to better control the flow of the meeting. After review, the Chair stated that the Agenda would be reordered to cover shorter discussion points first, leaving the longer discussions for later in the day.

4. Approval of the Minutes

A) It was moved by Paul Vixie, as Secretary, and seconded by Scott Bradner, that:

“The ARIN Board of Trustees adopts the Minutes of the November 22, 2010 Board Meeting, as written.”

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

The motion carried with no objections.

B) It was moved by Paul Vixie, as Secretary, and seconded by Scott Bradner, that:

“The ARIN Board of Trustees adopts the Minutes of the December 29, 2010 Board Meeting, as written.”

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

The motion carried with no objections.

5. Review of Board’s Standing Rules

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

“The ARIN Board of Trustees affirms the Board Standing Rules for 2011, as presented.”

The Chair called for any comments. Scott Bradner asked for a presentation, as a refresher for the Board. The President presented the standing rules to the Board; and they reviewed them.

The motion to affirm the standing rules carried with no objections.

6. Establish 2011 Board Committees

Paul Andersen suggested discussing the Audit Committee (sub-item C.) first, as discussion was needed regarding its creation. The Chair agreed.

Paul Andersen stated that there be rules for serving on the Audit and Finance Committees - that there be a separation of officers so that one Board member cannot sit on both committees at the same time. He noted that the Charter states that the Chair of one committee cannot be the Chair of the other committee, but he did not feel that was enough.

Scott Bradner stated that the Audit Committee is limited, and important, but it specifically interacts with ARIN’s auditors. It is separate from the Finance Committee. He agreed with Paul Anderson regarding that there be no overlap of members being on each committee. Bill Woodcock and Paul Vixie also agreed.

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

“The ARIN Board of Trustees agrees that there should be an Audit Committee; and, that the definition include that there is zero overlap of members of the Audit and Finance Committee.”

The motion carried with all in favor.

A) Establish Compensation Committee. The Chair noted that he and Scott Bradner were nominated to this committee. They needed one more Board member. Bill Woodcock nominated Paul Andersen. The Chair asked Paul if he accepted the nomination. Paul accepted.

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

“Resolved, that the ARIN Board of Trustees adopts the revised Charter of the ARIN Compensation Committee as presented and appoints the Chairman of the ARIN Board as the Committee Chair, and, Scott Bradner and Paul Andersen as members of the Committee.”

The Chair called for any comments.

The motion carried with no objections.

B) Establish 2011 ARIN Finance Committee (FinCom) Committee.

It was moved by Bill Woodcock, and seconded by Paul Andersen, that:

“Resolved, that the 2011 ARIN Finance Committee, with Charter as presented, be established noting the Treasurer of the ARIN Board as the Committee Chair; and, appoints Bill Woodcock, and Scott Bradner as members of the Committee, further noting the President and CEO as an ex-officio member.”

The Chair called for any comments.

The motion carried with no objections.

C) Establish 2011 ARIN Audit Committee. It was noted that someone needed to be nominated as Chair of this committee. Bill Woodcock nominated Vint Cerf. In Vint’s absence, the Board noted that Vint had previously expressed interest, via email, in serving on this committee.

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

“Resolved, that the 2011 ARIN Audit Committee, with Charter as presented, be established, with Vint Cerf as the Committee Chair; and, appoints Paul Vixie, and Tim Denton as members of the Committee, further noting the President and CEO as an ex-officio member.”

The Chair called for any comments.

The motion carried w/no objections.

D) Establish 2011 ARIN Acceptable Use Policy (AUP) Committee. The Board needs to appoint one member from the Board as Chair of the Committee at this time.

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

“Resolved, that the 2011 ARIN Advisory Committee to the President on the Mailing List Acceptable Use Policy (AUP), with Charter as presented, be established with Paul Vixie as Chair of the Committee.”

The Chair called for any comments.

The motion carried no objections.

E) Establish the 2011 ARIN Meeting Fellowship Selection Committee. A Selection Committee comprised of one representative each from the ARIN Board of Trustees and Advisory Council, along with two volunteers from the ARIN membership in good standing, will evaluate applications for ARIN’s Meeting Fellowship Program.

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

“Resolved, that the 2011 ARIN Meeting Fellowship Selection Committee, with Charter as presented, be established with Bill Woodcock as Chair of the Committee.”

The Chair called for any comments.

The motion carried no objections

F) Establish the 2011 ARIN Policy Development Process Committee.

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

“Resolved, that the 2011 ARIN Policy Development Process Committee, with Charter as presented, be established with Lee Howard as Chair; and, appoints John Curran, Scott Bradner, and Paul Andersen to serve as the Trustee Members of the Committee.”

The Chair called for any comments.

The motion carried no objections

7. Appoint 2011 Board Representatives

A) Postel Network Operator’s Scholarship. The Board needs to select a representative from ARIN for this program.

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

“The ARIN Board of Trustees appoints John Curran to serve as a representative to the Postel Network Operator’s Scholarship Program for year 2011.”

The Chair called for any comments.

The motion carried with no objections.

B) Number Resource Organization Executive Council (NRO EC) observer. Bill Woodcock noted the observer in 2010 was the Chair of the Board (Paul Vixie). Paul Vixie offered to be the observer for 2011. Discussion ensued regarding having a secondary observer appointed as well; whether the observer needs to be the Chair of the Board, any Board member, or a non-Board member; and, if the NRO EC would allow two observers.

The Board agreed to have a Board member observing, with Scott Bradner and Paul Vixie both volunteering. The President stated he would send a message to the NRO EC asking if primary and secondary Board member observer would be acceptable, as currently each RIR has only one observer from their Board, and it is always the same person.

It was the sense of the Board to select an observer with Paul Vixie and Scott Bradner as the candidates. The Board voted via secret ballot. Votes were tallied by the Chief Operating Officer and Counsel. Counsel announced that Scott Bradner was the elected representative.

It was moved by Bill Woodcock, and seconded by Paul Andersen, that:

“The ARIN Board of Trustees appoints Scott Bradner to serve as an observer to the NRO EC for year 2011.”

The Chair called for any comments.

The motion carried with no objections.

8. Board Responsibilities Session

The Chair stated this session would be discussed during the Board’s lunch break; and that there would be a presentation by Counsel of Board disclosure and non-disclosure documents, parliamentary procedure, and fiduciary responsibilities.

9. ARIN Board Website

The President reminded the Board of materials available to them on the Board’s website. The President will ensure that all Board members have access.

10. Ratification of Draft Policy

At their meeting on December 16, 2010, the ARIN Advisory Council recommended the ARIN Board adopt Draft Policy 2010-8: Rework of IPv6 Assignment Criteria.

It was moved by Bill Woodcock, and seconded by Scott Bradner, 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 “Draft Policy 2010-8: Rework of IPv6 Assignment Criteria.”

The Chair called for any comments.

The motion carried unanimously via roll call.

11. ARIN Succession Plan

Scott Bradner stated that the plan is being presented because the ARIN Bylaws state that the plan is to be followed in the event of the President’s temporary or sudden absence. The Board had requested to see this plan. This topic is not on the agenda to approve or disapprove, but to understand it as an informational presentation. The Chair confirmed the plan had been received by the Board, and called for discussion.

Paul Vixie asked if there were any new or significant items that the President needed to explain. The President noted that the succession plan states that the Chief Operating Officer will succeed him, if he the President, should become unavailable. The Chair called for any objections to this plan. There were no objections.

As a point of order, Paul Andersen reminded the Board that Vint Cerf was expecting to rejoin in time to take part in the discussions of Items 12, 13 and 14. The President suggested discussing items 15 through 18 in the remaining time before Vint rejoined the meeting. It was the sense of the Board to do so.

The Chair called for a break at 8:58 a.m. EST. The Chair resumed the meeting at 9:17 a.m.

He stated they would resume the agenda to discuss Items 15 through 18 at this time.

15. USG Update

The President provided an update to the Board on ARIN’s outreach efforts with the U.S. Government, stating that ARIN is continuing to educate the different departments regarding legacy space and IPv4 exhaustion.

16. Internet Governance: U.N./ITU/IGF/WSIS

The President stated ARIN plans on attending these respective organizations’ meetings in 2011. Right now it is quiet as the organizations are preparing for these meetings over the next few months. Once the meetings are set, ARIN will be involved as an educational resource.

17. Board Travel Discussion

President presented the travel policy to the Board. It was noted by Paul Vixie that the allowable travel stated attendance at other RIR meetings and outreach engagements, but left out Internet governance meetings. He suggested it be added to the policy. The Board agreed and the President stated the travel policy would be revised to add Internet governance meetings.

The Board discussed the number of meetings per year each member could attend. Counsel suggested the Board conduct a review at the end of each year of their travel expenditures. The Board agreed with Counsel’s suggestion. Scott Bradner requested a review of the Board’s travel at the next ARIN Board meeting, with Paul Andersen also requesting a second one at the Board’s workshop set for sometime in August. The President agreed, and indicated that biannual reporting would be provided, and that would be added as part of the travel policy.

Bill Woodcock stated, for the Board’s reference, that he has one of his own staff assigned to keeping a list of Internet meetings updated for 2011.

The Chair called for a break at 10:00 a.m. The Chair resumed the meeting at 10:10 am.

18. ARIN General Counsel Report

Counsel provided a privileged attorney-client report to the Board on legal matters.

Vint Cerf rejoined the meeting via telephone at 10:52 am EST.

After Counsel’s report, the Chair requested a sense from the Board on the order of the items that needed to be discussed. The President suggested the Board discuss Item 13, ARIN Strategy Workshop, first. Vint Cerf stated that he would need to leave the meeting shortly, due to poor weather conditions. The Chair stated the agenda would resume as follows: discussion of Items 13, 12 and then 14.

13. ARIN Strategy Workshop

• ARIN Strategic Plan (2011 version). The President provided a presentation of the plan for discussion and review. He explained that this was a living document that contained: objectives and goals for the four quarters of 2011; simple objectives for the following year; and, open strategic questions for discussion regarding long-term strategy.

During the course of discussion on the various components of the plan, Scott Bradner stated he would like Counsel’s opinion regarding what is meant when ARIN assigns reclaimed, or legacy, space; although he noted there is reference to this in the Number Resource Policy Manual in Section 8.3. The President stated he would obtain Counsel’s advice.

The President stated he would craft recommendations for further discussion at the Board’s August workshop.

Vint Cerf left the meeting at this time 11:57 am EST. The Chair called for a lunch break 11:58 am.

The Chair resumed the meeting at 12:24 pm EST stating discussion would turn to Item 12 at this time.

12. Resource Certification Risks and Remediation

The President provided a presentation to the Board on the matter. He and Steve Ryan introduced legal counsel Michael Lee of McDermott, Will and Emery to the meeting via telephone at 12:24 pm EST, to take part in the discussion of RPKI risks, and hosted and non-hosted signing.

1. ARIN signing its own delegations (non-hosted or ‘up/down’). It was the sense of the Board that ARIN continue preparations for non-hosted RPKI, and come back before rollout with a package containing: updated risk assessment; a list of advocate (supporting) users; proposed fee structure and licensing; and supporting documentation (terms of service).

2. ARIN running a service to perform RPKI management of others address assignments (hosted). The President noted that while much progress has been made in defining the risks associated with this service, additional work was needed before any final decision should be made. It was the sense of the Board that ARIN continue developing it and that management work on a communications plan that makes clear that ARIN has not committed to offering it, but it is in active consideration. When appropriate, the President will provide the Board with revised proposal for the hosted service including: updated risk assessment, a clear understanding of who is requesting it, proposed fee structure and licensing; and supporting documentation (terms of service).

The Chair called for a break at 1:45 pm. The Chair resumed the meeting at 2:00 pm EST.

The Chair stated the agenda would be resumed at item 13 to discuss the 2 remaining bullet points at this time as a workshop under an Executive Session.

13. ARIN Strategy Workshop (continued)

• Long-term Financial Model.
• Fee Philosophy

The Board ended their Executive Session at 3:01 p.m. EST. The Chair stated the agenda would resume at Item 14.

14. Number Resource Management Practices

• IPv6 Allocation/Assignment Information Discussion of Suggestion to Remove Attestation Letter for IPv6. A request was received in the ARIN consultation and suggestion process that the attestation requirement be suspended for IPv6. As the original requirement was confirmed with the Board, the President felt this request should receive Board consideration. The President noted that the attestation letter existed to ensure that requests are valid and from known parties. After discussion, it was the sense of the Board not to suspend this letter as it is an integral part of ensuring the highest quality data ARIN can receive for processing address space requests.

• Option to Return Partial IPv4 Address Space to ICANN/IANA. The Board discussed the matter and tasked the President to further explore several possible options for resolution.

15.USG Update

Previously discussed above.

16. Internet Governance: U.N./ITU/IGF/WSIS

Previously discussed above.

17. Board Travel Discussion

Previously discussed above.

18. ARIN General Counsel Report

Previously discussed above.

19. Any Other Business

The Chair called for any other business items. The President stated that he would like the Board to consider a Governance Committee and he would post topics to the Board’s list that they might consider, such as term limits for Officers and the current annual nature of appointments and committees.

20. Adjournment

The Chair entertained a motion to adjourn at 3:28 p.m. EST. Scott Bradner moved to adjourn and this was seconded by Paul Vixie. There being no objections, the meeting was adjourned.