Board of Trustees Meeting Minutes - 13 April 2015 [Archived]

San Francisco, California

Attendees:

• Vint Cerf, Chair

• Paul Andersen, Treasurer / Vice Chair

• John Curran, President & CEO

• Timothy Denton, Secretary

• Aaron Hughes, Trustee

• Bill Sandiford, Trustee

• Bill Woodcock, Trustee

Note Taker:

• Nate Davis, COO

Counsel:

• Stephen Ryan, Esq

1. Welcome & Agenda Review

The Chair called the meeting to order at 8:00 a.m. PDT. The presence of quorum was noted. The Chair called for any comments on the agenda. There were no comments.

2. Approval of Minutes

(Attachment A, Minutes)

It was moved by Bill Sandiford, and seconded by Aaron Hughes, that:

“The ARIN Board of Trustees approves the Minutes of 10 March 2015, as written.”

The motion carried with no objections.

3. Ratification of Recommended Draft Policy ARIN-2014-17: Change Utilization Requirements from Last-Allocation to Total-Aggregate.

(Attachment B, 2014-17 Text)

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 ‘Recommended Draft Policy ARIN-2014-17: Change Utilization Requirements from Last-Allocation to Total-Aggregate.’”

The Chair called for discussion. The President noted that Recommended Draft Policy (RDP) ARIN-2014-17 has been through the policy development process, has been presented at NANOG 61 and 62, ARIN 34, and NANOG 63. He explained that it essentially removes issues with utilization edge cases, and is a policy change beneficial to those requesting number resources. There was no further discussion. The Chair called for a roll call vote.

The motion passed unanimously via roll call vote.

4. Changes to the ARIN Election Bylaws

(Attachment C, Proposed ARIN Election Bylaws Changes)

It was moved by John Curran and seconded by Aaron Hughes, that:

“The ARIN Board of Trustees adopts the changes to the ARIN Election Bylaws, as proposed.”

The Chair called for discussion. The President stated that the Bylaws changes would revise the voting contact eligibility rule, including modifying the eligibility deadline from 60 days before election to 45 days prior to allow more time for organizations to update their voter contact information. Changes are consistent with improving the election process and the recommendation from the staff election report. The actual Bylaws changes are reflected in red text on page 10 of the exhibit. The President explained that the revisions also include replacing the term ‘designated member representative’ with ‘voting contact’ going forward in an effort to use more commonly known language.

The President indicated that the proposed changes are nominal in nature; however, because the proposed Bylaws changes are within the voting/election sections of the Bylaws, if the Board of Trustees agrees to the proposed changes, the changes will need to be published to the community for feedback before finalization. The Chair called for a vote on the motion.

The motion carried with all in favor via roll call vote, noting that Paul Andersen was not present to vote, as he had needed to step out of the meeting to attend to an urgent matter.

5. Discussion of Cryptech Initiative

(Attachment D, Cryptech Funding Request)

The President stated this is an effort to build an open source hardware security storage module. The initiative is in danger due to lack of funding. As a result of the funding issue and because of its relevance to ARIN’s community, this has been brought to the Board’s attention for consideration. The community has not specifically asked for funding regarding this initiative, but could easily benefit from its success. The funding suggested ($50K to $100K) is not a trivial expense, and yet another inherently good project that ARIN is being sought to fund. Bill Woodcock said that we need to understand both how the money has been spent to date and what the plan is to be going forward. He considered it to be a project that could help processes such as DNS signing, banking transactions, RPKI and other applications to become more robust.

The Chair suggested referring this matter to the Finance Committee for a recommendation. The President noted he believed he had the sense of the Board, and further indicated that he would reach out to Randy Bush to request additional details regarding the financial plan and provide them to the Finance Committee for their review.

It was the sense of the Board to proceed. The President took an action for the Board’s August workshop regarding a set of criteria and considerations to help ARIN judge whether to fund requests for money.

6. 2014 ARIN Financial Audit

(Attachments E1, E2)

It was moved by BW and seconded by John Curran, that:

“The ARIN Board of Trustees accepts the 2014 Financial Audit Report, as presented by ARIN’s Audit Committee.”

The Chair noted that the audit report was very clean. The Chair also noted that ARIN management informed the auditors of an event that occurred earlier this year regarding an employee terminated upon discovery of their filing improper requests for tuition reimbursement. The President stated that external party notified ARIN of the potential issue, and during the investigation the employee confirmed that the fraud had taken place. The employee was terminated, and the funds were recovered via deduction from their final paycheck. Even though it occurred beyond the audit period, the auditors took the opportunity to review the event and related controls and found them adequate.

The Chair indicated that this was the cleanest audit he has seen. There were no expense reclassifications/re-categorizations that organizations sometimes experience. The Chair called for a vote on the motion.

The motion to accept the 2014 Financial Audit Report carried with no objections.

7. ARIN Government Committee (GovCom) Report on Board Diversity Options

(Attachments F1, F2)

Paul Andersen provided overview of a slide deck indicating that the Governance Committee recommends leveraging the ARIN Fellowship Program to help raise the diversity of potential future appointees to the Board of Trustees. The committee further recommends reviewing the current available Board seat (presently stated as someone with financial management background for up to three years) and proposing changes to the Bylaws to enable a one-year appointment for diversity as the Board sees fit.

It was felt unnecessary to increase Board size as a method of improving diversity. It was proposed instead that Board evaluate its composition each year, and appoint someone as needed. Discussion ensued. It was agreed that:

• Fellowship participation should not be limited by cost alone and that ARIN should enable more participation.
• The number of Fellows could be three or five and ARIN should allow them to reapply if they were a past fellowship awardee, as long as they participated when they were at the prior meeting.
• Staff and Counsel will have to propose draft Bylaws changes and, following Board approval, a notice to the community for consultation may be necessary since it would change the composition of the Board.
• The appointment period was determined to be for a one-year term appointment for purposes of diversity.
• The appointment period was to remain three years if the Board wishes to appoint someone with financial background.

The President stated that he would draft the proposed Bylaws changes, allowing for a one-year appointment for purposes of diversity with the ability for re-appointment.

8. Resolution of Congratulations to Alan Barrett, new CEO of AFRINIC

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

“Resolved, the ARIN Board of Trustees wishes to hereby extend many congratulations to Alan Barrett in his new position of CEO of the African Network Information Center (AFRINIC); and wishes him much success. The ARIN Board looks forward to continuing a long and happy working relationship with AFRINIC.”

The motion carried by acclamation.

The President noted that the congratulations and a plaque would be sent to Alan.

9. August 2015 ARIN Strategy Workshop Update

The President noted the venue research that had been conducted to date, and that the options and recommendation would be forthcoming to the Board Chair.

10. Legal Counsel Report

General Counsel provided an attorney-client privileged update to the Board.

The Chair tabled the meeting at 8:56 a.m. PDT to allow trustees to attend the ARIN 35 Public Policy meeting, stating the Board’s meeting would resume during the ARIN 35 lunch break.

The Chair called the meeting to order at 12:32 p.m. PDT, noting that Aaron Hughes and Counsel were not in attendance.

11. IANA Stewardship Transition Update

The Board entered Executive Session at this time to discuss matters with regard to the IANA Stewardship transition.

Counsel joined the meeting at 12:48 p.m. PDT.

The Chair tabled the Board’s meeting 1:22 p.m. PDT to resume participation at ARIN 35. He stated the Board would continue its discussion the next morning.

Tuesday, The Chair called the meeting to order at 8:00 a.m. PDT. The presence of quorum was noted.

11. IANA Stewardship Transition Update (Continued)

The President circulated a draft position statement regarding next steps based on the prior days discussion. The Board discussed and approved the position and asked the President to finalize language accordingly.

12. Adjournment

The Chair entertained a motion to adjourn. The meeting adjourned at 8:53 a.m. PDT, with no objections.