Board of Trustees Meeting Minutes - 16 August 2017 [Archived]

15 August - Wednesday, La Jolla, CA

Attendees:

• Paul Andersen, Chair
• Bill Woodcock, Vice Chair (via teleconference)
• John Curran, President & CEO
• Patrick Gilmore, Trustee
• Aaron Hughes, Trustee
• Merike Kaeo, Trustee
• Bill Sandiford, Treasurer

Note Taker:

• Thérèse Simcox

ARIN Staff:

• Nate Davis, COO

Counsel:

• Stephen M. Ryan, Esq.

1. Welcome & Agenda Review

The Chair called the meeting to order at 9:02 a.m. PDT. The presence of quorum was noted. The Chair acknowledged Mr. Woodcock’s regrets to attend in person, but noted that he would join shortly via teleconference.

2. Approval of the Minutes, (Exhibit A)

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

“The ARIN Board of Trustees approves the Minutes of July 12, 2017, as written.”

The Chair called for comments. There were no comments.

The motion carried with all in favor, with no objections.

Mr. Woodcock joined at this time (9:08 a.m. PDT).

3. Informational – Report of Overdue Expense Reports

(Exhibit B)

The President stated expense reports over 90 days due will be shown on the list, reminding the Board that the travel policy states reports are due within 20 business days after any meeting.

4. Board Code of Conduct HR related Training Session

Berkley Law School Professor Catherine Fisk was invited to speak and present a training session for the Board on the law of sexual harassment and related best practices for tech companies to prevent such problems. Counsel provided background on Professor Fisk with the Board.

After the presentation on current law, the Professor provided her analysis on the draft Code of Conduct being considered by the ARIN Board regarding harassment.

After the presentation, with regard to reflecting current law, the Professor provided expert advice on the Draft Code of Conduct.

5. Adoption of ARIN Board Code of Conduct

(Exhibit C)

The Board entered an Executive Session at 10:57 a.m. PDT, to discuss the document. The Board exited Executive Session at 11:46 a.m. PDT.

The Chair stated a motion to adopt the Code would be addressed after discussion of item 6.

6. Proposed ARIN Board Expansion

(Exhibit D)

The ARIN Board of Trustees need to consider expanding the Board’s size, after consideration of the results of the community consultation ending 12 June 2017. Notice of the vote, with proposed amended text, was provided to the Board’s mailing list on 31 July 2017. The President noted 4/5ths of the Board’s vote was needed to pass the ARIN Bylaws change.

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

“The ARIN Board of Trustees adopts the changes to the ARIN Bylaws, as written.”

The Chair called for discussion. The President stated that the proposed change would increase the size of the Board by electing an additional person in 2018, an additional one in 2019, and a third additional Board member added in 2020, resulting with an elected Board standing size of 9, plus the President for a total of 10, after three years, additionally the Board would retain the ability to appoint one member. The President stated that the increase in Board members would benefit the Board in providing an additional diversity of backgrounds. He believed that having more seats on the Board would garner improved consideration of ARIN matters.

The Chair stated this was not a lone solution, and the Board should continue to engage the participation pipeline with skills and background, gender, and geographic location.

The President noted community commentators voiced much opinion with regard to increasing the size of the Board being irrelevant to addressing diversity. A subset of community opinion was supportive of the measured size. Others expressed that this would add expense and challenges to the administration of a larger Board. The President noted that an increase in size was not seen by some of the commentators as an assured solution to diversity issues by a sizable portion of community; and noted that other commentators responded that an increase would not hurt. The President stated there was no clear overall guidance due to the diversity of views expressed by the community.

Bill Woodcook stated that he was not in favor of increasing the size of the Board. In his view, additional board seats would not increase diversity.

Aaron Hughes stated that diversity and expansion were two different things. He wasn’t opposed to expansion, but he believed the Board should continue with other avenues.

Bill Sandiford stated that if there were an increase in work and it needed to be divided up to work on it, a larger Board would be beneficial. He did not believe that increasing the size of the Board would solve diversity.

Merike Kaeo noted, from a historical nature, that incumbents run and get voted in again. Expansion would allow for diversity. However, given the current state of affairs with the coming election, she believed that the concerns were not in the same realm any longer, and due to two incumbent Board members not re-running in the upcoming election, a Board expansion may not be necessary.

Aaron Hughes believed it was more than a matter of diversity. He stated that there were the concerns with regard to decision-making and attendance at Board meetings – there was a broader purpose than diversity.

The Chair believed that stability was the key point. Merike Kaeo noted that twice, recently, quorum had not been reached. Bill Sandiford stated that having a larger Board would not necessarily solve the issue, as all Board members are very busy with their day jobs.

The President pointed out that with a 7-member Board, it only takes four people for quorum and three people to approve a motion that could change the direction of the organization on important voting matters. Bill Sandiford and Bill Woodcock noted that going from 7 to 10 members on the Board changes quorum from 4 to 6, therefore changing the number necessary to carry a motion from 3 to 4. They were of the opinion that this would not be significant.

Bill Sandiford, Patrick Gilmore, and Merike Kaeo noted that they were not on the ARIN Consult public mailing list to follow the discussion of the consultation.

The President noted that key discussions have had a small number of Board participants, putting the decisions on only a few shoulders. He stated that he is in favor of a slightly larger Board. He noted that the ARIN Board’s decisions have significantly affected the direction of the Internet community on key matters, and expressed concern with regard to having enough voices in the room to fully represent the community when the Board is voting on such matters.

The Chair noted the three Board members who did not have access to the consultation mailing list and the discussion of the matter. He asked if they would like to read the archives before voting. They answered affirmatively.

The Chair stated he would temporarily withdraw the motion made to adopt the changes to the Bylaws to allow the three Board members to review the ARIN consultation list discussion before calling for a vote.

Patrick Gilmore asked what would be the financial burden of increasing the Board’s size. The President stated that based on the historical travel, the costs would increase by approximately 80K to 100K annually; and, he believed this was manageable, if the Board agreed.

The Chair recessed for lunch at 12:02 pm PDT.

The Chair resumed the meeting at 1:04 pm PDT, with quorum noted.

The Chair called for further discussion on expanding the Board’s size as Bill Sandiford, Patrick Gilmore, and Merike Kaeo had reviewed the mailing list discussion on the matter. Bill Sandiford stated he had no change in his opinion. Merike Kaeo stated that she found the discussion on the list with regard to diversity versus size convoluted. She believed increasing the Board’s size would primarily be to get business accomplished. Bill Sandiford asked if the Board was not getting business accomplished.

The President reiterated the point of the matter of how many voices were available at the Board level for representing the community on matters such as those strategic in nature.

Merike Kaeo believed more voices means more diversity of opinion and/or community representation. The Chair concurred that there would be more independent thought with a larger Board. The President also agreed.

Bill Sandiford asked if this matter could be addressed after next ARIN election cycle results, as the election outcome may resolve the issue.

The President replied that the item could be postponed to a later date; the Board could keep it open for as long as they desired, however notification would again need to occur when the Board wanted to call the question on changing the Bylaws.

The Chair asked the Board their thoughts on waiting until after the ARIN elections. Bill Sandiford stated that there were different reasons for increasing the Board’s size, however the community consultation focused mainly around diversity issues. He believed the upcoming ARIN election may resolve the matter without changing ARIN’s Bylaws.

Aaron Hughes stated that, in his own voting, he would be leaving out diversity. He stated that his concern was finding qualified candidates for the Board, despite the results of this decision. When the Board makes decisions, having a small number of people made it challenging.

The Chair stated there was a motion on the table, and asked the President if he believed that voting at this time would be acceptable. The President stated that it was up to the Board, but it might be helpful to go through the ARIN Strategic Plan presentations prior to voting, as those discussions may change the Board’s views.

The Chair agreed and called to postpone the motion made to change the ARIN Bylaws until after the discussion of the strategic presentations.

The Chair stated that item 5, Code of Conduct would be discussed at this time.

5. Adoption of ARIN Board Code of Conduct

(Exhibit C)

The President reviewed the edits that had been made with the Board.

It was moved by John Curran, and seconded by Patrick Gilmore, that:

“The Board adopts the ARIN Board Code of Conduct, as edited.”

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

The motion carried unanimously via roll call vote.

The Chair stated that item 7, ARIN Strategy Workship would be discussed at this time, and following that, the Board would conclude its discussion of item 6, Proposed ARIN Board Expansion.

7. ARIN Strategy Workshop

The Board entered an Executive session at 2:00 p.m. PDT to discuss the following items:

1. ARIN 5-Year Financial Model Discussion
2. RIR Service Regions Strategy Discussion
3. ICANN Relationship Strategy Discussion
4. Numbers Community Represention Discussion
5. Interactive Strategic Plan Update Session

The Board exited the executive session at 4:55 p.m. PDT, after the discussion of item 7(d).

The Chair renewed the motion previously made on item 6: Proposed ARIN Board Expansion, at this time, and called for a roll call vote

6. Proposed ARIN Board Expansion

(Exhibit D)

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

“The ARIN Board of Trustees adopts the changes to the ARIN Bylaws, as written.”

The motion failed with 5 in favor (Andersen, Curran, Gilmore, Hughes, Kaeo) and 2 against (Sandiford, Woodcock), as this matter needed approval of 4/5ths of the seated Board to pass.

The Chair recessed the meeting at 5:00 p.m. PDT until the next morning

16 August 2017

The Chair called the meeting to order at 9:00 a.m. PDT. The presence of quorum was noted, acknowledging that Bill Woodcock would be joining via teleconference shortly.

The Chair stated the Board would address item 8, Any Other Business, and then resume and finalize the ARIN Strategy Workshop items.

8. Any Other Business

The Chair called for any other business.

Resignation of Board Secretary

The Board acknowledged the resignation of Board Member Timothy Denton as of 9 August 2017.

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

“Be it Resolved that the ARIN Board of Trustees sincerely thanks Tim Denton for his years of service and dedication to the ARIN Board of Trustees and to the ARIN community.”

Appointment of Board Secretary

Due to Tim Denton’s resignation, the position of Board Secretary needed to be filled. The Chair nominated Patrick Gilmore as ARIN Board Secretary. This was seconded by John Curran. The Chair asked Mr. Gilmore if he would accept the position. Mr. Gilmore accepted.

Mr. Woodcock joined the call at this time (9:06 a.m. PDT).

Vacant Board Seat

Due to Tim Denton’s resignation, the Chair stated that the ARIN Bylaws allows for the Board to either appoint a person to the vacancy created on the Board, effective to the end of the calendar year; or, leave it vacant. It was the sense of the Board to leave the seat vacant.

Per the Chair’s previous announcement, item 7, ARIN’s Strategy Workshop was discussed.

The Board entered an executive session to resume discussion of ARIN’s strategy workshop items at 9:07 a.m. PDT.

The Board exited the executive session at 10:21 a.m. PDT.

9. Adoption of 2018-2019 ARIN Strategic Plan

The President presented a revised ARIN Strategic Plan based upon the results of the Board’s workshop discussions.

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

“The ARIN Board of Trustees adopts the 2018-2019 ARIN Strategic Plan, as written.”

The Chair called for discussion. There were no further comments.

The motion carried unanimously, via roll call.

10. Any Other Business

Previously discussed.

11. Adjournment

The Chair called to adjourn the meeting at 10:22 a.m. PDT. The meeting was adjourned with no objections.