Board of Trustees Meeting Minutes - 29 February 2016 [Archived]

Teleconference

Attendees:

• Vint Cerf, Chair

• Paul Andersen, Vice Chair

• John Curran, President & CEO

• Timothy Denton, Secretary

• Aaron Hughes, Trustee

• Bill Sandiford, Treasurer

Note Taker:

• Thérèse Colosi

ARIN Staff:

• Nate Davis, COO
• Michael Abejuela, Assoc. General Counsel

Counsel:

• Stephen M. Ryan, Esq

Regrets

• Bill Woodcock

1. Welcome & Agenda Review

The Chair called the meeting to order at 1:07 p.m. EST. The presence of a quorum was noted. He called for any comments on the agenda. There were no comments. He acknowledged that Mr. Denton would be delayed.

2. Consent Agenda

1. Approval of the ARIN Board Minutes of 11 January 2016. (Exhibit A)
2. Confirmation of Action Taken Without a Meeting. On 29 January 2016, the Board unanimously approved the ARIN Accountability Assessment Summary via electronic vote. This action without a meeting must be confirmed.

It was moved by Paul Andersen, and seconded by Aaron Hughes, that:

“The ARIN Board of Trustees approves the Consent Agenda.”

The motion carried with no objections.

3. Changes to the ARIN Bylaws

(Exhibit B)

Counsel explained that after the Board’s meeting on 11 January 2016, Counsel worked with staff to revise the proposed Bylaws changes, per Board guidance. He noted that there had been revisions to the Removal from Office provisions that clarified the language and replaced an inconsistency with Virginia law.

The Chair sought confirmation that the Board’s prior authority to remove a Trustee without the consensus of the general membership was being taken out to better conform to Virginia law. Counsel confirmed that this is a legally required change to meet Virginia law.

Tim Denton joined at this time (1:16 p.m. EST)

The President also noted that the present process for Bylaws amendments is somewhat cumbersome, due to the fact that certain selected sections of the Bylaws (e.g., member voting rights and changes to the Articles of Incorporation) require the ARIN membership to comment via the community consultation process. Other changes do not require such consultation. This was the result of amending the process in 2015 to provide the membership with improved visibility into changes that might affect their rights. The President and Board reviewed the single-track proposal that included the Bylaws changes discussed in Santa Monica, but would also have the effect of revising the process for future Bylaws changes by requiring ARIN to consult the community about all proposed changes.

It was the sense of the Board that a single-track method of submitting all Bylaws changes for community consultation was more transparent, simple, and provided benefit to the community.

The Chair entertained a motion to adopt the single-track method of Bylaws changes through community consultation.

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

“The ARIN Board of Trustees adopts the single track proposal for Bylaws changes and amendments, and sends it to community consultation.”

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

Counsel left the meeting at this time (1:36 p.m. EST).

4. ARIN Services Working Group (SWG) Appointments

The Board must appoint five members to the ARIN Services WG, based on recommendation of the ARIN Services WG Chair (Aaron Hughes). The WG Chair stated that he had only recently received a revised list of nominees. He proposed that the matter of the appointments be done at a later time, via the Board mailing list or at the Board’s next meeting. The President stated that it would be fine to conduct appointments via the Board’s mailing list. The Board could ratify their choices and the results would be added to the Board’s next Consent Agenda for adoption. All agreed.

5. IETF Endowment Contribution

At the Board’s last meeting on 11 January 2016, the President was tasked with confirming commitments by other RIR and Internet organizations and report back to the Board.

The President reported on his discussions with the other RIRs. He stated that there was an overall preference for an IETF endowment that would have control of funds, under a distinct Board to manage the endowment, to ensure that the funds are spent appropriately. The President believed that ISOC was currently working in that direction. Per ARIN Board direction regarding coordination of contributions, ARIN will delay making its contribution until these changes are completed.

6. Mailing List Acceptable Use Policy (AUP) Committee

At the Board’s last meeting on 11 January 2016, Vint Cerf was appointed Chair of the AUP. The remaining appointments need to be made.

It was moved by Vint Cerf, and seconded by John Curran, that:

“The ARIN Board of Trustees appoints Advisory Council Member Amy Potter, and General Member in Good Standing, Jim Dolan, as the members of the ARIN Mailing List Acceptable Use Policy (AUP) Committee.”

The Chair called for discussion. The President noted that a call for volunteers had been published. He stated that the AUP Committee does not meet often, but having its membership in place is beneficial if a need arose.

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

The President stated that if a material complaint were submitted, he would notify the Committee Chair.

7. IANA Number Services Review Committee

(Exhibit C)

The President stated that the Review Committee advises and assists the NRO EC in its periodic review of the level of IANA services. Each RIR may appoint its Review Committee members by a method of its own choosing. The Board needs to appoint members to the Review Committee.

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

“The ARIN Board of Trustees appoints Mr. Louie Lee and Mr. Jason Schiller as the ARIN community representatives to the IANA Number Services Review Committee; additionally appointing ARIN’s Chief Operating Officer, Nate Davis, as the non-voting ARIN staff support member.”

The Chair called for discussion. The President stated that the SLA Operator Contract with ICANN requires that the Operator’s performance under the contract be periodically reviewed. This committee consists of two members and one staff support person from each RIR, as the community did not want only staff on the review body. For sake of expediency, ARIN is proposing its elected NRO NC members serve in this manner.

The motion carried with all in favor.

8. IANA Stewardship Transition Update

The President provided an update to the Board stating that the ICANN CCWG on Accountability produced its final report on Work Stream 1 Improvements, and it is being sent to the chartering organizations – the Address Support Organization (ASO) being one of them. The report creates a community mechanism above the ICANN Board, as this was what the names community wanted in place, given that the ICANN Board represents the names community for purposes of contracting for IANA. The chartering organizations are expected to review and approve the report. This will enable the IANA stewardship transition plan to be sent to the NTIA. The chartering organizations should send approval as soon as possible - at the latest, during the upcoming ICANN 55 meeting. The President stated the report has achieved community consensus, and it should get the community to the transition phase. The NRO will request that the report be approved by the RIRs.

The Chair noted that the report proposed a ‘single designator community mechanism’ with extraordinary powers - it can remove a Board member, or the entire Board; interfere with adoption of plans and budgets, etc. However, he noted that there were an enormous number of steps necessary before any action would succeed, and thus the likelihood of arbitrary action by the empowered community is reasonably well protected against. He recommended that the Board approve the report and entertained a motion to do so.

It was moved by Tim Denton, and seconded by Aaron Hughes, that:

“The ARIN Board of Trustees approves the proposal submitted by the CCWG in response to the IANA Stewardship Transition.”

The Chair called for discussion. He stated that he did not foresee further revisions to the proposal’s text, and believed it wise for the RIRs to allow it to move forward.

Bill Sandiford stated he was in favor of the motion, but needed to leave the meeting at this time (1:53 p.m. EST). The Chair acknowledged his vote in favor of the motion.

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

9. Legal Update

There was no update at this time.

10. Any Other Business

The Chair called for any other business.

2016 ARIN Board August Workshop

The Board discussed the location of the venue. It was the sense of the Board to hold the workshop in Denver or Chicago, in an easily accessible hotel. A downtown venue was not excluded.

11. Adjournment

The Chair entertained a motion to adjourn at 1:56 p.m. EST. Tim Denton moved to adjourn, seconded by Aaron Hughes. The meeting adjourned with no objections.