Board of Trustees Meeting Minutes - 08 May 2017 [Archived]

Teleconference

Attendees:

• Paul Andersen, Chair
• John Curran, President & CEO
• Aaron Hughes, Trustee
• Patrick Gilmore, Trustee
• Merike Kaeo, Trustee
• Bill Sandiford, Trustee

Note Taker:

• Thérèse Colosi

ARIN Staff:

• Nate Davis, COO

Counsel:

• Stephen Ryan, Esq

Absent:

• Bill Woodcock
• Tim Denton

1. Welcome & Agenda Review

The Chair called the meeting to order at 1:04 p.m. EDT. The presence of quorum was noted. He called for any objections to agenda. There were no objections.

2. Consent Agenda

• Approval of Board Minutes (Exhibit A)
• Appointment of Officer – Vice Chair. Due to a vacancy in the position of Vice Chair, Bill Woodcock has offered to fill the position for the remainder of 2017.

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

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

The Chair called for any objections. There were no comments.

The motion carried with no objections.

The Chair stated he would table item 3, ARIN 2016 IRS Form 990 Review, until the Treasurer could connect to the call. All agreed.

3. ARIN 2016 IRS Form 990 Review

To be discussed later.

4. ARIN Board Expansion

(Exhibit B)

The President provided background on the matter, noting that the Board had been contemplating expanding its size. The Board had received significant feedback from the community at the ARIN 37 meeting in Jamaica regarding the desire to improve diversity of backgrounds of future Board members and Board expansion could help in that regard. The Board had previously changed the Bylaws to allow for appointment of an 8th voting Board member, and used this appointment for the first time this year; however, JC stated this is only a partial solution.

The specific proposal is to add three additional elected seats (for a total of 9 elected board members), with no changes to the appointed seat authority or non-elected voting seat (President & CEO). One new elected seat would be added each year during the election until all of the three new seats are filled. There would be a review of Committee Charters each year as well.

The President pointed out that increasing the size of the Board did not involve the member-protected portion of the Bylaws - the Board can change the Board’s size at any time. However, he believed that this proposal was significant, and recommended seeking community feedback on the matter regardless of the lack of a requirement to do that. If the Board approves the proposal, there would be a consultation posted for community feedback for 30 days followed by a report back to the Board with the final Bylaws text. The President stated that, if this process was done promptly, and it ultimately led to approval then the first new elected seat could be included in the ARIN election in October.

Merike Kaeo stated that having 11 Board members seemed relatively high to her, and asked why the Board had settled upon that number of members. The President explained that while there was Board discussion on a number of possible options, there was no overall consensus on whether to expand the Board or by how many additional seats. He stated there is convenience in the current small Board size for things like obtaining consent to actions without a meeting. However, a larger Board would be better able to conduct business when one or more Board members had conflicts for teleconferences. Most importantly, a larger Board could also provide the Board with the insights of more people and with a greater opportunity for more diverse backgrounds. Merike stated she was not against the idea. Patrick Gilmore stated that he believed it was a necessary first step.

Billl Sandiford, Treasurer, joined the call at this time (1:10 p.m. EDT).

Aaron Hughes stated that he was in support of the idea, and noted that work should continue on job descriptions and what skills the Board needed in its members.

Counsel stated that the Board had debated the matter for a while, and that this motion comes after much discussion. He noted that adding one Board member per year would not impact incumbent members of the Board. Counsel stated that he believed the Board was less comfortable with term limits than expansion, and this expansion could help improve diversity on the Board.

It was moved by Aaron Hughes, and seconded by Merike Kaeo, that:

“The ARIN Board of Trustees directs the President to proceed with a Community Consultation on expansion of the ARIN Board, as presented.”

The Chair called for discussion. There were no comments.

The motion carried with 5 in favor and 1 against (Bill Sandiford).

Tim Denton communicated via chat to the Chair that he was in favor, based on materials presented, but was not audibly present due to connectivity problems.

The Chair removed item 3 from the table and stated it would be discussed at this time.

3. ARIN 2016 IRS Form 990 Review

The President presented a summary changes from the 2015 filing. He reviewed the documents with the Board. The Chair asked the Board if they had any questions. The Chair stated typically it is reviewed by the ARIN Finance Committee but due to scheduling conflicts was not reviewed in advance this year. The President stated that the supplemental information was very well presented in the form, and was a reasonable depiction of ARIN operations as well as financial. He recommended the Board members also read the complete 990 filing.

The Chair asked if the form would be published on the ARIN website. The President stated it is a public document and that organizations are required to make it available upon request which ARIN does through a request process available on the website. The President further noted in that it is available through a number of external sources, often for a fee. The President stated that the 990 has not historically been directly available on ARIN’s website for download down to sensitivity over compensation information but that he still recommended making it available directly for download. The Chair asked if it would be helpful for ARIN’s Finance Committee (“FinCom”) to consider the matter of ARIN making the 990 directly available for download on its website. The President agreed it would be useful for FinCom to consider the matter and the Chair acknowledged that FinCom would do so.

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

“The ARIN Board of Trustees, having reviewed ARIN’s 2016 IRS Form 990, accepts this form and directs the President to proceed with filing.”

The Chair called for discussion. There were no comments.

The motion carried unanimously via roll call vote.

Tim Denton communicated via chat to the Chair that he was in favor based on materials presented, but was not audibly present due to connectivity problems.

5. Any Other Business

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

6. Adjournment

The Chair entertained a motion to adjourn at 1:30 p.m. EDT. Aaron Hughes moved to adjourn, seconded by Bill Sandiford. The meeting was adjourned with no objections.