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

Teleconference

Attendees:

• Paul Andersen, Chair
• Bill Woodcock, Vice Chair
• John Curran, President & CEO
• Patrick Gilmore, Trustee
• Aaron Hughes, Trustee

Note Taker:

• Therese Simcox

ARIN Staff:

• Michael Abejuela, Assoc. General Counsel
• Nate Davis, COO

General Counsel:

• Stephen M. Ryan, Esq.

Observers:

• Dan Alexander, 2018 Board Trustee-Elect
• Nancy Carter, 2018 Board Trustee-Elect

Regrets:

• Merike Kaeo, Trustee

Absent:

• Bill Sandiford, Treasurer

1. Welcome & Agenda Review

The Chair called the meeting to order at 2:00 p.m. EST. The presence of a quorum was noted. The Chair welcomed everyone to the call. He reviewed the agenda stating that the Legal Update would be discussed after the Consent Agenda item, due to Counsel’s time constraint.

2. Consent Agenda

• Approval of the Minutes, 20 November, 2017 (Exhibit A)
• Informational Item. ARIN 2018-2019 Budget as approved by the Board during their November 20, 2017 teleconference. (Exhibit B)

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

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

The Chair called for any objections. There were none.

The motion carried with all in favor.

The Chair stated that item 4 would be discussed at this time.

4. Legal Update

Counsel provided an attorney-client privileged legal brief to the Board.

The Chair resumed the agenda in order.

3. Policy Ratification

(Exhibit C)

On 16 November 2017, the ARIN Advisory Council moved to recommend that the Board adopt Recommended Draft Policy 2017-5: Improved IPv6 Registration Requirements.

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

“The ARIN Board of Trustees, based upon the recommendation of the ARIN Advisory Council, and noting that the ARIN Policy Development Process has been followed, adopts Recommended Draft Policy 2017-5: Improved IPv6 Registration Requirement”.

The Chair called for discussion. The President stated that a member of the community had observed that the registration requirements for IPv6 were disproportionate for IPv4. In making a change to bring parity, with regard to providing information to ARIN, a further question was raised whether or not the text should read, “parties should…” or “parties shall…”. The community ultimately supported “shall”. The President stated that this policy had successfully completed its cycle through the Policy Development Process, and that it had been well-received and supported by the ARIN community.

The motion carried with all in favor via roll call vote.

4. Legal Update

Previously discussed.

5. Executive 401K Adjustment

The COO and Scribe recused themselves from the teleconference temporarily in order for the Board to discuss the matter of correcting ARIN’s 401K distribution to executive staff. The President noted that Patrick Gilmore had raised a concern after the last teleconference about a potential error in ARIN’s 401K calculations. ARIN’s Director of Human Resources and Administration, Erin Alligood, joined the teleconference to provide support to the Board’s discussion. The President stated that the matter had since been reviewed by both ARIN’s benefits administration firm, human resources director, and legal counsel. It indeed was confirmed that the contribution limits were applied incorrectly, thus lowering the actual amounts paid to some executive’s 401K accounts.

The President recommended that the error be corrected for employees other than himself. He indicated that he would be recusing himself from the discussion, given a conflict-of-interest in regard to him, and to any decision that may be made on the matter. The President then left the call, and the Board discussed the matter further.

It was moved by Aaron Hughes and seconded by Patrick Gilmore, that:

“The ARIN Board of Trustees approves the remittance of financial correction to provide the appropriate executives the 401K distribution that would have been provided to them.”

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

The motion carried with all in favor (Andersen, Gilmore, Hughes, Woodcock) via roll call vote.

After discussion, the President, COO, and Scribe rejoined the teleconference. ARIN’s Director of Human Resources and Administration exited the teleconference.

6. Any Other Business

The Chair stated he had three items to address.

Outgoing Board Member

The Chair made a motion thanking Merike Kaeo for her service to the Board over the past year, stating that her insights would be missed. The motion carried in acclamation.

Board Travel

The Chair stated that he would soon be sending travel information to the Board for travel in 2018.

Conflict of Interest Documentation

The Chair pointed out the Board Conflict of Interest documents that need to be completed for 2018.

Farewell to Trustee Bill Woodcock

The President noted the wonderful service to the Board that Mr. Woodcock had provided over the years and that this was also recognized by the ARIN Board.

It was moved by John Curran, and seconded by Paul Andersen, that:

“Be it Resolved, the ARIN Board of Trustees extends their sincere gratitude and appreciation to Bill Woodcock for 15 years of dedication and service to the Internet community, serving on the ARIN Board. His insights will be missed, and we wish him all the best in his future endeavors.”

The Chair called for any further comments to the motion. Aaron Hughes thanked Bill for his amazing contributions to the Board, among which were his attention to detail, articulation to the community, and his knowledge of Board governance and finance. Mr. Hughes stated he had learned much from Mr. Woodcock and greatly appreciated it.

The Chair stated it had been an honor serviing on the Board with Bill and that he too had learned much from him. He hoped their paths would continue to cross.

Patrick Gilmore expressed his appreciation to Bill, wishing him the best going forward.

The motion carried unanimously in acclamation.

The Chair called for any other business.

Bill Woodcock asked about whether the Board would be appointing a Trustee to the Board for 2018. The Chair stated he was in the process of speaking with 2 potential appointees. One was difficult to contact. The other would be speaking with the Chair tomorrow. The Chair stated that he would continue to move the process forward and to provide the Board with updated information.

7. Adjournment

The Chair entertained a motion to adjourn at 2:30 p.m. EST. Bill Woodcock moved to adjourn, seconded by John Curran. The meeting was adjourned with no objections.