Board of Trustees Meeting Minutes - 16 May 2014 [Archived]

Teleconference

Attendees:

• Vint Cerf, Chair

• Paul Andersen,Treasurer/ Vice Chair

• John Curran, President & CEO

• Timothy Denton, Secretary

• Aaron Hughes, Trustee

• Bill Sandiford, Trustee

Note Taker:

• Thérèse Colosi

ARIN Staff:

• Nate Davis, COO

Counsel:

• Stephen Ryan, Esq
• Cecilia Showalter, MWE

Regrets:

• Bill Woodcock

1. Welcome & Agenda Review

The Chair called the meeting to order at 1:03 p.m. EDT. The presence of a quorum was noted.

2. Minutes of Teleconference

It was moved by Tim Denton and seconded by Paul Andersen that:

“The ARIN Board of Trustees approves the Minutes of 14 April 2014, as written.”

The Chair called for discussion. There were no comments.

The motion carried with no objections.

3. Ratification of ARIN Draft Policies

a. ARIN Draft Policy ARIN-2014-4: Remove 4.2.5 Web Hosting Policy.

It was moved by Paul Andersen, and seconded by John Curran, 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 ARIN Draft Policy ARIN-2014-4: Remove 4.2.5 Web Hosting Policy.”

The Chair called for discussion. The President noted that the Policy Development Process (PDP) was followed. He stated that this draft policy removes non-operational language, and was well supported within the community.

The motion carried with all in favor via roll call.

b. ARIN Draft Policy ARIN-2014-7: Section 4.4 Micro-Allocation Conservation Update.

It was moved by Tim Denton and seconded by John Curran 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 ARIN Draft Policy ARIN-2014-7: Section 4.4 Micro Allocation Conservation Update.”

The Chair called for discussion. The President noted that the PDP was followed and there had been no controversy on the draft policy. The policy changes two participants to three, for exchange point micro-allocations.

The motion carried with all in favor via roll call.

c. ARIN Draft Policy ARIN-2014-10: Remove Sections 4.6 and 4.7.

It was moved by Paul Andersen, and seconded by John Curran, 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 ARIN Draft Policy ARIN-2014-10: Remove Sections 4.6 and 4.7.”

The Chair called for discussion. The President noted that the PDP was followed, and there had been no controversy on the draft policy. The policy change confirms the ARIN Board of Trustees suspension of these sections earlier in the year, and as such is community confirmation of the wisdom of that action.

The motion carried with all in favor, via roll call.

4. Adoption of Revised Bylaws with Nomination Committee Changes

Counsel provided background to the revisions stating that they were non-controversial. The NomCom Charter is a corollary document to these changes and did not need to be addressed at this time. The change clarifies the Bylaw language and gives greater latitude in selection of the committee members.

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

“The ARIN Board of Trustees adopts the Revised Bylaws with Nomination Committee Changes, as presented.”

The Chair called for discussion. The President recommended adoption. Tim Denton thanked Counsel and the members working on this language and for listening to the Board on the matter.

The motion carried with all in favor via roll call.

It was noted for the record, that proper notice was given to the Board on this revision, and a 4/5’s of the vote of the Board was in favor.

5. Adoption of Revised Bylaws with Member Notice Provisions

Counsel stated that this revision enshrines a member’s rights in the Bylaws such that consultation would be needed before certain sections of the Bylaws can be changed. It also clarifies the removal of Trustee by petition, to make it consistent with other ARIN voting processes.

The Chair asked if there was a reasonable balance between member authority and the rights of the institution. Counsel answered affirmatively.

Bill Sandiford asked if there was an historical problem, or if this was just cleaning up the text. The President stated that there is presently no requirement to consult with the membership on Bylaws changes. In the past, ARIN changed the mission statement, and some members spoke out and indicated that the community should have been consulted first. Note that the objection was to the process used to make the change, not the change itself. This revision ensures that member consultation occurs before similar Bylaw changes in the future.

It was moved by Paul Andersen and seconded by Bill Sandiford that:

“The ARIN Board of Trustees adopts the Revised Bylaws with Member Notice Provisions, as circulated on May 1, 2014, noting that Counsel may make non-substantive changes if necessary for consistency.”

The Chair called for discussion. There were no further comments.

The motion carried with all in favor via roll call. It was noted for the record, that proper notice was given to the Board on this revision, and a 4/5’s of the vote of the Board was in favor.

6. ARIN Succession Plan Update

The Chair explained that he had urged that a plan be in place in case of any emergency. The President stated the original form of this ARIN Succession Plan was provided a few years ago and that it had now been updated to reflect staffing changes. The Chair thanked the President for keeping this plan updated.

The Board noted that they had received the Succession Plan, for the record.

7. ARIN Strategic Planning Topics

The President reviewed the list of topics with the Board. He stated that customarily there would be a short slide deck prepared for each topic. Given that the workshop is two days, it is difficult to cover more than 4 or 5 topics of discussion. He requested that the Trustees each choose 3 topics they would like to discuss, or any topics they would like that were not listed, within the next week.

The Chair asked the President to have staff remind the Board if they have not responded to this request by the Wednesday of next week. The President agreed.

8. Any Other Business

The Chair called for any other business. Counsel provided an attorney-client privileged brief to the Board.

9. Adjournment

The Chair entertained a motion to adjourn at 1:55 pm EDT. John Curran moved to adjourn, seconded by Aaron Hughes. The meeting was adjourned with no objections.