Board of Trustees Meeting Minutes - 19 April 2016 [Archived]

Montego Bay, Jamaica

Attendees:

• Vint Cerf, Chair

• Paul Andersen, Vice Chair

• John Curran, President & CEO

• Timothy Denton, Secretary

• Aaron Hughes, Trustee

• Bill Sandiford, Treasurer

• Bill Woodcock, Trustee

Scribe:

• Nate Davis

ARIN Staff:

• Nate Davis, COO

Counsel:

• Stephen M. Ryan, Esq

1. Welcome & Agenda Review

The Chair called the meeting to order at 6:09 p.m. local time. The presence of quorum was noted.

2. Consent Agenda

1. Approval of the ARIN Board Minutes of 29 February 2016. (Exhibit A)
2. Update on 2016 ARIN Board August Workshop. The Board’s August Workshop location has been determined, and it will be held in Chicago, IL on August 23rd and 24th, 2016 at the law offices of McDermott, Will & Emery.
3. Appointments to ARIN Services Working Group (SWG). The ARIN Board of Trustees appoints Martin Hannigan, David Huberman, L. Sean Kennedy, Dmitry Kohmanyuk, and Matt Peterson to the ARIN Services Working Group, as recommended by SWG Chair, Aaron Hughes.

The Chair called for any objections to the approval of the Consent Agenda. The Consent Agenda was approved without objection.

3. Board Ratification of Policies

(Exhibit B, Exhibit C)

At their meeting on 17 March 2016, the ARIN Advisory Council recommended the following ARIN Recommended Draft Policies for adoption by the ARIN Board:

A) Recommended Draft Policy ARIN-2015-5: Out-of-Region Use.

The President indicated that ARIN’s Policy Development Process (PDP) had been followed while providing the policy proposal background. Counsel was asked for his advice and provided it to the Board on this matter.

It was moved by Bill Sandiford, and seconded by Aaron Hughes, 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-2015-5: Out-of-Region Use.”

The Chair called for discussion.

The motion carried unanimously via roll call vote.

B) Recommended Draft Policy ARIN-2015-11: Remove Transfer Language Which Only Applied Pre-Exhaustion of v4 Pool.

The President provided background on the policy, including that the policy development process had been followed. He noted that non-operative language was being removed - specifically, policy language that was no longer relevant given IPv4 exhaustion.

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-2015-11: Remove Transfer Language Which Only Applied Pre-Exhaustion of v4 Pool.”

The Chair called for discussion.

The motion carried unanimously via roll call vote.

4. Finance Committee (FinCom) Report.

At their meeting on 08 April 2016, the FinCom reviewed and recommended the 2015 IRS 990 for Board acceptance.

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

“The ARIN Board of Trustees, based on the recommendation of the ARIN Finance Committee, and having reviewed the 2015 IRS Form 990, accepts this form and directs the President to file it.”

The Chair called for discussion. The President provided background on the Form 990, explaining that it was now more of a standalone document, as staff had incorporated explanatory notes into its schedules that were formerly contained in the separate cover letter. This has been done in preparation for the Form 990 being publicly available on the ARIN website in the future. For 2015, the President noted that the Form 990 would be available by request via the website, continuing the existing practice for the time being. IRS requirements are that the completed 990 Form be available for inspection at ARIN’s office. Any greater degree of disclosure is voluntary.

The motion carried unanimously via roll call vote.

5. Audit Committee (AuditCom) Report

(Exhibit D)

At their meeting on 06 April 2016, the AuditCom reviewed and recommended the 2015 Financial Audit Reports for Board acceptance.

The Chair remarked that the report was the cleanest and best audit report for any organization with which he has been associated.

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

“The ARIN Board of Trustees accepts the 2015 Financial Audit Report, as presented by ARIN’s Audit Committee.”

The Chair called for discussion. There were no comments.

The motion carried unanimously via roll call vote.

6.Draft Revised ARIN Policy and Development Process (PDP) Standards of Behavior

(Exhibit E)

The President stated that in 2011, ARIN adopted a PDP Standards of Behavior. He explained that the language addition is intended to address a procedural gap in how to report any potential incidents. The Chair raised a question to General Counsel as to whether this was an adequate process for such incidents. Counsel provided his advice to the Board. The President requested that the Board adopt the revised document.

The Board adopted the Revised ARIN Policy and Development Process (PDP) Standards of Behavior without objection.

7. Consideration of Bylaw Change Consultation

(Exhibit F, Exhibit G)

The ARIN consultation period regarding changes to the ARIN Bylaws ended on 02 April 2016. There were no further changes noted as necessary as a result of the consultation process.

The President requested that the Board review Exhibit H, stating that the first slide was background information. No comments were made with regard to the proposed Bylaws changes, but the Board requested elaboration on additional suggestions for changes to the Bylaws. The President proposed forwarding all of the suggestions on diversity to the Board’s Governance Committee (GovCom) for consideration, as it was already considering this matter.

The President noted two comments that were made during the consultation process. Paul Andersen believed the text should remain as-is, as it provided the Board the greatest flexibility. Bill Woodcock asked about sector representation, and Tim Denton indicated that that would be considered at the GovCom’s meeting on Wednesday. The Chair agreed to keep the language as-is, and as flexible as possible.

The President noted that the final Bylaws change language would be posted with a 15-day notice before the next meeting so that the changes may be adopted at that time.

8. Proposed Draft External Grant Program

(Exhibit H)

The President presented the proposed process for grants/contributions, etc., based upon the guidance that the Board had provided. He stated that the Finance Committee (FinCom), per its Charter, needed to review the program; and, need to make recommendations to the Board regarding funding external entities.

Aaron Hughes asked if the FinCom needed to devise criteria for the evaluation of requests for funding. The President indicated that staff would make recommendations, based on Board guidance and approved spending limits. The Chair stated that the FinCom might provide some funding level for all projects submitted for consideration, and then have ARIN staff conduct due diligence on each request prior to the Board’s review. The FinCom should make recommendations to the Board, once a year. He pointed out the need to clearly consider the distinction between grants and contributions. Bill Woodcock provided suggested process text edits. The President noted he had guidance from the Board regarding this matter, and would return with an updated process.

9. IANA Stewardship Transition Update

The Board discussed feedback received during today’s panel at the ARIN 37 Public Policy Meeting, current status, and risks.

10. Legal Update

Counsel provided an attorney-client privileged briefing to the Board.

11. Any Other Business

The Chair called for any other business items.

NANOG MoU

The President stated that ARIN had received communication from NANOG that proposed formalizing joint efforts, but had not yet thoroughly reviewed the document. He stated it would be reviewed thoroughly, and he would follow up with the Board regarding next steps.

Concerns regarding ARIN Fees

The Board discussed feedback received during the ARIN 37 Public Policy Meeting regarding the forthcoming fee schedule implementation. The Chair remanded the concern to ARIN staff to conduct additional research regarding the number of organizations affected by the introduction of the new very large service categories. He stated that staff should consider whether some form of accommodation on phase-in of these fees should be made, and come back with a recommendation.

12. Adjournment

The Chair called to adjourn the meeting at 7:50 p.m. local time. The meeting adjourned with no objections.