Board of Trustees Meeting Minutes - 23 August 2016 [Archived]

Chicago, IL

Attendees:

• Paul Andersen, Chair

• Vint Cerf, Vice Chair

• John Curran, President & CEO

• Timothy Denton, Secretary

• Aaron Hughes, Trustee

• Bill Sandiford, Treasurer

• Bill Woodcock, Trustee

Note Taker:

• Thérèse Colosi

ARIN Staff:

• Nate Davis, COO

Counsel:

• Stephen Ryan, Esq.

1. Welcome & Agenda Review

The Chair called the meeting to order at 1:38 p.m. CDT. The presence of a quorum was noted.

2. Consent Agenda

A. Confirmation of Actions Taken Without a Meeting.

Approval of Minutes. On 10 June 2016, via the Board’s mailing list, the ARIN Board approved the ARIN Board Minutes of (Exhibit A). The Board confirms this action taken without a meeting.

Change of Board Chair. On 10 June 2016, via the Board’s mailing list, the ARIN Board approved changing the Chair, seating Paul Andersen as Chair, and Vint Cerf as Vice Chair. The Board confirms this action taken without a meeting.

Informational: ARIN Tax Compliance 2015 Report.

(Exhibit B)

ARIN Succession Plan Update. President to lead

(Exhibit C)

It was moved by Vint Cerf, and seconded by Bill Sandiford, that:

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

The President provided a brief explanation of each item. There was no discussion.

The motion carried with no objections.

3. Selection of Non-candidate Board Member to Confirm the President’s List of Eligible Voters per ARIN Bylaws, Article VIII, Section 4(a)

It was moved by Vint Cerf, and seconded by Aaron Hughes, that:

“Resolved, that the ARIN Board of Trustees appoints Vint Cerf to confirm the President’s list of eligible voters for the 2016 Elections.

The Chair called for discussion. There were no comments.

The motion carried with 6 in favor, and one abstention (Bill Sandiford).

4. Selection of Non-candidate Board Member to Count Votes

A non-candidate Board member needs to be appointed by the Board to count votes in conjunction with the President and ARIN General Counsel, per ARIN Bylaws, Article VIII, Section 4(c). Note that the following Board member’s terms expire at year-end 2016: Vint Cerf and Bill Sandiford.

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

“Resolved, that the ARIN Board of Trustees appoints Vint Cerf to be the Election Vote Counter for the 2016 Elections.”

The Chair called for discussion. There were no comments.

The motion carried with 6 in favor, and one abstention (Bill Sandiford).

5. ARIN Board Governance Committee (GovCom) Report

The President stated that he would forward the slide decks to the Board for review, with discussion to follow later in the meeting.

6. Review and Adoption of the ARIN 2017-2018 Strategic Plan

The President reviewed the Strategic Plan to the Board. The Board worked, in committee, to suggest edits to the ARIN 2017-2018 Strategic Plan, and the President indicated that a revised plan would be sent to the Board for their review and adoption.

7. Legal Update

Counsel provided an attorney/client priviledged briefing to the Board on legal matters.

8. ARIN Transfer Fee Change

The President provided a presentation to the Board on changes to the transfer fees. After discussion, it was the sense of the Board that the transfer fee change proposal should be sent out for ARIN community consultation.

9. ARIN Transfer Processing

The President stated that ARIN had received a suggestion to use an alternative method to reduce ARIN’s legal risk or exposure to transfer processing. Upon consideration and review by the Board, it was found that this would not be a viable approach for ARIN. ARIN will consider adding indemnification to the existing Officer Attestation Form when processing transfers.

10. ARIN-Region NRO NC Seat Vacancy Board Appointment

The President stated that John Sweeting had recenly stepped down from the NRO NC, which has created a vacancy in the NRO Number Council through the end of 2016. The Board considered, in committee, possible candidates for interim appointment to to to the NRO NC to serve through the end of this year.

The Chair nominated Kevin Blumberg of the ARIN Advisory Council (ARIN AC), to whom the Chair had spoken; and stated that Mr. Blumberg would be willing to serve after stepping down from the ARIN AC. Bill Sandiford nominated Vint Cerf to serve on the NRO NC. Dr. Cerf accepted the nomination.

Per the election procedures, a vote was perfomed by secret ballot. The COO and General Counsel confirmed that the vote was unanimous in favor of Kevin Blumberg.

It was moved by Vint Cerf, and seconded by Bill Sandiford, that:

“The ARIN Board of Trustees appoints Kevin Blumberg to the fill the remainder of the term left by the resignation of John Sweeting on the ARIN-Region NRO Number Council, through December 31, 2016.”

The President stated that ARIN staff would contact Mr. Blumberg to confirm his acceptance of the interim appointment the NRO NC.

11. Any Other Business

The Board entered an executive session at 2:51 p.m. CDT to discuss the following items:

• ARIN Compensation Committee Report
• ARIN Nomination Committee Request for Input on Any Gap in Present in the AC/Board Skill Set
• IANA Update

The Board exited the executive session at 3:35 p.m. CDT.

The Chair called for any other business. There were no further business items.

The Chair stated item 5 would be discussed at this time.

ARIN Board Governance Committee (GovCom) Report

The President stated that the issue of ARIN Board diversity was discussed with the community at ARIN 37. The community expressed support for more diversity and requested that the Board work to make this possible. The President provided an overview of options to encourage Board diversity.

The Board requested that staff, if possible, capture the number of people who voted in the ARIN Board elections from the Canada, the U.S., and the Caribbean to help ascertain the percentages of participation.

As the ARIN Board presently has the ability to appoint an eighth member to the Board to improve diversity, the Chair suggested that interested Board members canvas the community, and provide the names of at least three candidates for possible appointment to the Board by 29 August 2016. The Chair, Aaron Hughes and Bill Woodcock volunteered to take on this task. The Board will consider the resulting candidates for possible appointment to the ARIN Board. Any appointment would begin on 01 January 2017.

12. Adjournment

The Chair entertained a motion to adjourn at 4:46 p.m. CDT. Bill Sandiford moved to adjourn, seconded by Tim Denton. The meeting adjourned with no objections.