Board of Trustees Meeting Minutes - 22 June 2017 [Archived]

Teleconference

Attendees:

• Paul Andersen, Chair
• Bill Woodcock, Vice Chair
• John Curran, President & CEO
• Timothy Denton, Secretary
• Patrick Gilmore, Trustee
• Aaron Hughes, Trustee
• Merike Kaeo, Trustee
• Bill Sandiford, Trustee

Scribe:

• Thérèse Simcox

ARIN Staff:

• Nate Davis, COO

ARIN Counsel:

• Stephen M. Ryan, Esq

1. Welcome & Agenda Review

The Chair called the meeting to order at 1:00 p.m. EDT. The presence of a quorum was noted, with the Chair acknowledging that Mr. Sandiford and Mr. Woodcock would be delayed. The Chair welcomed everyone to the meeting, and called for any comments on the agenda. There were no comments.

Mr. Sandiford and Mr. Woodcock joined at this time (1:03 p.m. EDT).

2. Consent Agenda

• Approval of Board Minutes 08 May 2017. (Exhibit A)
• Notice of ARIN Bylaws Change Vote. (Exhibit B) Based on the Board’s previous discussion, a 30-day Community Consultation was posted on with regard to increasing the size of the ARIN Board of Trustees. The consultation was closed on 12 June 2017. Notice is given of the Bylaws change vote, to be held during the ARIN Board’s teleconference on 12 July 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 comments. There were no comments or objections.

The motion carried with no objections.

3. Acceptance of Revised Audit Report and 2016 IRS 990 Filing

(Exhibit C)

The President explained that the Audit Committee had reviewed and accepted the auditor’s report, and that he had been directed by the Board to file the IRS 990 form that incorporated those financial results. However, directly following that, ARIN obtained a lease release on the previous ARIN office space. Given that event, ARIN’s auditors stated that the financials needed to be revised because estimate previously included in the financials on that lease now needed to reflect the exact numbers. The revised auditor’s report was received and approved by Audit Committee, as well as the revised IRS 990 form.

It was moved by John Curran, and seconded by Bill Woodcock, that:

“The ARIN Board of Trustees, based on the recommendation of the ARIN Audit Committee, accepts the revised ARIN 2016 Financial Audit Report and directs the President to file the revised ARIN 2016 IRS 990 Form.”

The Chair asked for a discussion of Exhibit C. The President stated that it had been reviewed by the Audit Committee as well. He explained that ARIN always has a clean audit, and that this was the first time it had not due to the note of a material deficiency in one control. Specifically, ARIN had not been comparing the statement from its reserves investment brokerage to its in-house records at the start of each month. A transaction had happened late in the year that resulted in the investment statements not matching to ARIN’s expectations, due to the timing of the transaction. ARIN should have been comparing its investment brokerage statement balance to its in-house records before closing out each month. ARIN has acknowledged this matter, and has now been reconciling investment statements to the general ledger within the first 10 business days of each month to catch any discrepancies. The President noted this is a fine example of why ARIN has audits – to improve its financial control processes.

The motion carried unanimously via roll call vote.

4. Ratification of Policies

(Exhibit D, Exhibit E)

At their meeting on May 18, 2017 the ARIN Advisory Council recommended the following Recommended Draft policies to the ARIN Board of Trustees for adoption:

A) Adoption of Recommended Draft Policy ARIN-2016-3: Alternative Simplified Criteria for Justifying Small IPv4 Transfers.

It was moved by John Curran, and seconded by Merike Kaeo, 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-2016-3: Alternative Simplified Criteria for Justifying Small IPv4 Transfers.”

The Chair called for any comments. The President stated that the Advisory Council has recommended this policy for adoption. This policy had followed the Policy Development Process, and was well discussed and supported by community. He saw no reason not to support it.

Patrick Gilmore asked if, the way it is written, the AC had considered if it would still affect the free pool if someone returned a large block? Should that be under consideration or is it not an issue? The President stated that he believed the AC did consider that matter, and that this policy was more about transfers versus new free pool space – as new issuance is addressed in Section 4 of the Number Resource Policy Manual (NRPM), and this policy refers to Section 8, which covers transfers.

The Chair stated, for the record, that he was affiliated with an organization that would benefit from this policy, but that he did not foresee any conflict of interest as it was not a material and direct benefit.

The motion carried unanimously via roll call vote.

B) Adoption of Recommended Draft Policy ARIN- 2016-9: Streamline Merger & Acquisition Transfers.

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- 2016-9: Streamline Merger & Acquisition Transfers.”

The Chair called for any comments. The President stated that this policy revises and simplifies Section 8.2 of the NRPM. He reviewed the changes of the text with the Board. The President stated that the Advisory Council has recommended this policy for adoption. This policy had followed the Policy Development Process, and was well discussed and supported by community. He saw no reason not to support it.

The motion carried unanimously via roll call vote.

5. ARIN Election System

(Exhibit F)

The President presented a slide deck (Exhibit F) to the Board on the matter. He explained that, in general, ARIN’s implementation trade-offs of its software systems are not customarily brought before the Board, but the ARIN election system is a governance and risk management matter, whereby the Board needs to set the tone.

The President summarized that ARIN’s elections are performed using a combination of Big Pulse and ARIN Online. ARIN Online is used for populating the voting contacts for organizations and validating access to BigPulse during voting. There are generally between 3,500 and 4,000 eligible voting members each election.

Because ARIN has voting contacts that represent multiple organizations, ARIN uses the ‘weighted vote’ feature to allow them to cast a single ballot with a weight based on the number of organizations a voter represents. If person A is the voting contact for 3 organizations, ARIN allows person A to cast one vote with a weight of three. This person could also cast their votes separately, but with weighting, one ballot is credited for all organizations. The President noted that weighted voting is not designed for this purpose, but it has sufficed for ARIN’s purposes. However, with weighted voting, ARIN does not know which way a specific represented organization voted. If you have 10 organizations and you vote three organizations for two people, and 7 organizations for two other people, ARIN only knows the total number of votes credited to each candidate. This means that the reports are not straightforward, and require some post-processing to reflect the expected format.

The President presented four alternatives for voting to the Board, with slides on each option for review. Discussion ensued with the Chair requesting a sense of the Board on the matter. It was the sense of the Board that supporting a single ballot pull for convenient voting for multiple organizations was not a hard requirement, but the President should investigate long-term options for voting system improvement, including additional transparency and/or auditing for future elections.

6. Legal Update

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

7. Any Other Business

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

8. Adjournment

The Chair entertained a motion to adjourn at 2:04 pm EDT. Bill Sandiford moved to adjourn, seconded by Aaron Hughes. The meeting was adjourned with no objections.