Board of Trustees Meeting Minutes - 07 January 2013 [Archived]

Reston, Virginia

Attendees:

• Timothy Denton, Chair

• Paul Andersen, Treasurer/Vice Chair

• Vint Cerf, Trustee

• John Curran, President & CEO

• Aaron Hughes, Trustee

• Paul Vixie, Secretary

• Bill Woodcock, Trustee

Note Taker:

• Therésè Colosi

ARIN Staff:

• Nate Davis, COO
• Bob Stratton, CFO

ARIN General Counsel:

• Stephen Ryan, Esq

1. Welcome & Agenda Review

The President called the meeting to order at 8:33 a.m. EST. The presence of quorum was noted.

2. Election of Officers

A.) Chair. Tim Denton was elected as Chair of the Board. Mr. Denton thanked the Board.

The President turned the meeting over to the Chair.

B.) Vice Chair. Paul Andersen was elected Vice Chair of the Board. Mr. Andersen thanked the Board.

C.) Secretary. Paul Vixie was elected Secretary. Mr. Vixie thanked the Board.

D.) Treasurer. Paul Andersen was elected Treasurer. Mr. Andersen thanked the Board.

3. Adoption of Board Standing Rules

It was moved by Paul Andersen, and seconded by Paul Vixie, that:

“The ARIN Board of Trustees adopts the Board Standing Rules, as presented.”

The President reviewed the changes to the standing rules with the Board, including an amendment suggested by the Secretary. He reviewed the amendment with the board, noting that it was to make clear the intent that the minutes of Board meetings focus on decisive outcomes as opposed to a record of each Board members remarks. It was suggested to further strike the word ‘decisive’ from the text. All agreed.

The motion to adopt the Board Standing Rules carried unanimously via roll call vote. The President stated that the amended standing rules would be updated on the ARIN website.

4. Approval of the Minutes

It was moved by Paul Vixie, and seconded by Vint Cerf, that:

“The ARIN Board of Trustees approves the Minutes of 18 December 2013, as amended.”

The President stated that the Secretary had reviewed the minutes and posted them to the Board’s list. He explained that there had been a revision suggested in email by Scott Bradner to change the text ‘911’ to read ‘911 telephone emergency calls’ for clarity. The Board found the change acceptable.

The motion to approve the minutes carried with one abstention (A. Hughes).

5. Non-Disclosure and Conflict of Interest Disclosure Review

It was the sense of the Board to review these items during their lunch break to allow time for review of each member’s documents.

6. Directors and Officers Fiduciary Duty Review

Counsel provided an attorney-client briefing to the Board on this matter.

7. Authorization of the Treasurer for Future Commitments

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

“The ARIN Board of Trustees authorizes the Treasurer to approve expenses beyond the current approved budget year so long as they are in the normal course of ARIN’s business, are reasonable and customary, and are in the spirit of the ARIN’s Board’s current expenditure guidance. The Treasurer shall report all such approvals to the ARIN Board no less frequently than quarterly.__”

The motion carried unanimously via roll call.

8. ARIN Planning/Budget Process

The President reviewed ARIN’s Strategic planning process with the Board, including the Operating Plan and Budget development process.

He proposed the Board consider the role of the Finance Committee (FinCom) in the development of the budget. The Board agreed the role of the FinCom was to make recommendations to the Board with regard to the budget, not to set the budget.

The Board discussed the timeframe by which the budget was set. After discussion, it was the sense of the Board that the process needs to start earlier with financial information and discussion at the annual strategy workshop in August, as well as preparation of a two-year budget in the normal budget process.

9. ARIN Standing and Special Committees & Appointments

A.) Compensation Committee. It was moved by Paul Andersen, and seconded by Tim Denton, that:

“The ARIN Board of Trustees accepts the Charter as presented, and appoints Board Member Paul Vixie, the Chairman of the Board, and the Treasurer as members of the 2013 ARIN Compensation Committee, with the Chairman of the Board as Committee Chair.”

The motion carried with one abstention (President).

It was moved by Paul Andersen, and seconded by Vint Cerf, that:

“The ARIN Board of Trustees adopts the Compensation Committee Charter as amended.”

The motion carried with no objection and one abstention (President).

The President stated that the amended Compensation Committee Charter would be updated on the ARIN website.

The Treasurer noted the Charter of the Finance Committee needed to be revised as it did not appear to reflect past changes. The President took the action to research and post the correct proposed Finance Committee charter asap.

B.) Audit Committee. The Board reviewed the Audit committee charter, which remained unchanged.

It was moved by Paul Andersen, and seconded by Paul Vixie, that:

“The ARIN Board of Trustees accepts the Audit Committee Charter as presented, and appoints Board Members Tim Denton, Paul Vixie and Vint Cerf as members of the ARIN Audit Committee, noting Vint Cerf as Chair, and further noting the President & CEO as an ex-officio member.”

The motion carried with no objections.

The Chair called for a ten-minute recess at 9:58 a.m. EST. The Chair called the meeting to order at 10:08 a.m. EST.

The President posted the current FinCom Charter to the Board’s mailing list for consideration.

C.) Finance Committee. It was moved by Bill Woodcock, and seconded by Paul Andersen, that:

“The ARIN Board of Trustees accepts the Finance Committee Charter as presented, appoints Board Members Paul Andersen, Bill Woodcock and Aaron Hughes, as members of the 2013 ARIN Finance Committee, noting the Treasurer as Chair, and further noting the President & CEO as an ex-officio member.”

The motion carried unanimously with no objections.

D.) 2013 Mailing List Acceptable Use Policy (AUP) Committee. It was moved by Bill Woodcock, and seconded by John Curran, that:

“The ARIN Board of Trustees accepts the Mailing List Acceptable Use Policy (AUP) Committee Charter as presented, and appoints Aaron Hughes, from the ARIN Board, to serve as Chair on ARIN’s 2013 Mailing List Acceptable Use Policy (AUP) Committee.”

The President noted that staff will seek a community member as well as an AC member for the committee.

The motion carried with no objections.

E.) 2013 ARIN Board Governance Committee. It was moved by Paul Andersen, and seconded by Bill Woodcock, that:

“Resolved, that the ARIN Board of Trustees constitutes 2013 ARIN Board Governance Committee, accepts the Charter as presented, noting Vint Cerf as the Committee Chair; and, appoints Vint Cerf, Paul Andersen and Bill Woodcock, as members of the Committee, further noting the President and CEO as an ex-officio member.”

After discussion, the motion was amended as follows:

“Resolved, that the ARIN Board of Trustees constitutes 2013 ARIN Board Governance Committee, accepts the Charter as amended, noting Vint Cerf as the Committee Chair; and, appoints Vint Cerf, Paul Andersen and Bill Woodcock, as members of the Committee, further noting the President and CEO as an ex-officio member.”

The amended motion carried with no objections.

F.) 2013 ARIN Fellowship Selection Committee. It was moved by Bill Woodcock, and seconded by Paul Vixie, that:

“The ARIN Board of Trustees accepts the ARIN Fellowship Committee Charter, as presented, and appoints Board Member Bill Woodcock as the Committee Chair, AC Member Bill Darte, and, General Member volunteers Steve Feldman and Stephen Middleton, to serve on ARIN’s 2013 Fellowship Selection Committee.”

The motion carried with no objections.

G.) Nomination Committee (NomCom) Charter. The President explained that this would not be a seated committee until such time as is closer to the 2013 ARIN elections.

It was moved by Tim Denton, and seconded by John Curran, that:

“The ARIN Board of Trustees accepts the NomCom Charter, as presented.”

The motion carried with no objections.

The Chair called for a ten-minute recess at 10:54 a.m. EST. The Chair called meeting to order at 11:03 a.m. EST.

H.) 2013 Postel Network Operator’s Scholarship Program. The question arose as to whether or not this program was still in effect. The President asked to defer action on this item until such time NANOG advises that they need a representative. All agreed.

I.) Number Resource Organization Executive Council (NRO-EC) Observer. It was moved by John Curran, and seconded by Paul Vixie, that:

“The ARIN Board of Trustees appoints Paul Andersen to serve as ARIN Board Observer to the NRO-EC teleconference calls.”

The motion carried with no objections.

10. Referral of Matters to the ARIN Governance Committee

It was moved by Tim Denton, and seconded by Paul Vixie, that:

“The ARIN Board of Trustees refers the question of Term Limits (for serving on the
ARIN Board and ARIN Advisory Council) to the ARIN Governance Committee; and, further directs that the Committee consult with the community in their consideration of this matter.”

The motion carried with no objections.

11. Policy Development Process (PDP) Presentation

The President provided an overview of the Proposed Revised PDP stating there were three community consultations on this version, comments from which had been incorporated, and it had been discussed at four Public Policy Meetings. He pointed out that one of the most significant changes was that the AC must recommend a policy and bring it to a Public Consultation in order to move it to last call afterwards. He noted that this would lengthen the process, but makes for more rigorous policy.

It was noted that production of a state diagram by staff had been requested in order to review the flow of the process. The President noted that a state diagram had been prepared and reviewed by staff as an aid in checking the revised PDP, and it was helpful. It was the sense of the Board that this state diagram should have been provided to the Board for review as well, due to concerns over the complexity of the PDP.

The Chair tabled the matter to Any Other Business.

The Chair called for lunch recess at 12:00 p.m. EST. Agenda item #5, Non-Disclosure and Conflict of Interest Disclosure Review, was undertaken at this time.

The Chair called the meeting to order at 12:49 p.m. EST, resuming the agenda with Item 13 at this time per consensus of the Board.

13. Review of 2013 Board Travel Policy and Schedule

The President reviewed the Board’s current travel policy; proposed changed, as well as the Board travel schedule for 2013. The President noted that exposure to number resource matters in other forums, such as the other RIRs, provided important perspective and as such was important to ARIN.

It was moved by Paul Andersen, and seconded by Paul Vixie, that:

“The ARIN Board of Trustees adopts the ARIN Board Travel Policy, as proposed.”

The motioned carried with no objections.

It was suggested that a Doodle poll of Trustee availability to travel, and including ICANN, IGF, and other RIR meetings be provided to the Board members to help determine Board presence at 2013 Internet meetings. The President stated that staff would provide the polls as soon as possible.

12. Revised Fee Schedule Presentation.

The President stated this matter was discussed at the Board’s December meeting, with staff tasked to provide a recommendation. He noted the proposal was to adopt the schedule now, effective July 1, 2013, which would provide sufficient time to implement an online tool for members to log in and see what their fees will be under the new schedule. The Revised Fee schedule was presented as proposed during the consultation process. He noted one change which had come out of the consultant process: the option to the end-user maintenance fee schedule allowing a member to have their initial each of (IPv4, IPv6 and an ASN) for only $100 annual maintenance rather than up to $300. This would avoid an increase by up to 200% compared to the straight $100 annual maintenance per object. The other benefit of having the first maintenance fee would cover one of each object would be avoiding any increase for those obtaining their first IPv6 resource block.

Paul Andersen noted that the proposed Revised Fee Schedule consisted of two main components; the fees paid by ISPs annually for their Registration Services subscription, and the changes to annual end-user/legacy maintenance fees, and these changes to these could be considered separately.

It was moved by Paul Andersen, and seconded by John Curran, that:

“The ARIN Board of Trustees adopts the proposed ISP fee schedule.”

The motion carried unanimously via roll call.

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

“The ARIN Board of Trustees approves the proposed end-user fee schedule.”

The Chair called for discussion. The President explained that end users pay a one-time fee based on block size, and then a $100 maintenance fee, which covers an unlimited number of objects presently. Under the proposed new fee schedule for end-users, it is a $100 maintenance fee per object. The proposed change to adopt it with the first $100 maintenance fee covering 1 of each (IPv4, IPv6, ASN) object was an attempt to satisfy a vocal set of members active during the consultation process. He noted the discussion on the mailing list was extensive on this topic. The Board discussed the matter at length, and it was the sense of the Board that this change to include one of each initial resource blocks in the first $100 was not appropriate.

Bill Woodcock suggested the motion be amended as follows, with the Board’s consent:

“The ARIN Board adopts the proposed, revised end-user fee schedule with a $100 dollar maintenance fee per object.”

The Chair called for discussion. Discussion ensued regarding members who may want to change from end-user to ISP status and the ramifications of not only the way requests would need to be made, but the fact that policies would also affect them in their new status. After discussing, it was the sense of the Board that the motion as amended was sufficient, as existing practices allowed an end-user resource holder to permanently move to ISP status if that reflected their needs and circumstances.

The amended motion carried unanimously via roll call vote.

14. Review of 2013 Board Travel Policy and Schedule

Previously discussed.

15. Legal Issue Review and Update

Counsel provided a privileged, attorney-client brief to the Board.

The Chair called for a ten-minute recess at 2:42 p.m. EST. The Chair called the meeting to order at 2:52 p.m. EST.

16. Any Other Business

A.) Policy Development Process. Resuming item 11. The President agreed to provide a graphical state diagram to the Board. It was moved by Tim Denton, and seconded by Paul Vixie, that:

“The ARIN Board of Trustees adopts the Policy Development Process, as revised.”

The motion carried unanimously via roll call.

It was moved by Tim Denton, and seconded by Paul Vixie, that:

“The ARIN Board of Trustees establishes a committee of its members to review the PDP with a view to fundamentally simplifying it.”

The motion carried with one abstention (President).

Bill Woodcock nominated himself, Vint Cerf and Aaron Hughes. All agreed. The Chair also nominated Paul Andersen, who accepted.

It was moved by Tim Denton, and seconded by Bill Woodcock, that:

“The ARIN Board appoints the four Board members of Bill Woodcock, Vint Cerf, Aaron Hughes and Paul Andersen to serve on the PDP Simplification Committee.”

The motion carried unanimously via roll call.

B.) Further Direction to the NomCom. The President stated the topic of AC effectiveness has been discussed over the years. He believed it a potential topic for review by the Board, the GovCom, or NomCom. Discussion ensued on NomCom receiving Board guidance.

It was moved by Tim Denton and seconded by Paul Vixie, that:

“The ARIN Board of Trustees approves sending to the Governance Committee the topic of improving the effectiveness of the ARIN Advisory Council.”

The motion carried with one abstention (President).

The Board returned to the discussion of the NomCom. It was the sense of the Board that at the time of the nomination process, the Board members that are on the NomCom should seek input from the rest of the Board regarding Board strengths and weaknesses to aid them in their NomCom duties.

C.) ICANN and Internet Governance Update. The President provided an overview of recent Internet meetings and outcomes of which he attended.

D.) NANOG 57. The President stated that the Board has been invited to meet with the NANOG Board on February 6, 2013. He polled the Board for members who were available to attend. Aaron Hughes, Paul Vixie, and Paul Andersen indicated that they would attend, with Tim Denton and Bill Woodcock indicating that they may also attend.

The President also requested times when the Board may be available for teleconferences in 2013. It was requested that the Board be polled via Doodle for the week of June 10, and dates in September and November.

17. Adjournment

The Chair entertained a motion to adjourn at 4:02 p.m. EST. Paul Vixie moved to adjourn, seconded by Bill Woodcock. Without objection, the meeting adjourned.