Board of Trustees Meeting Minutes - 16 February 2018 [Archived]

Teleconference

Attendees:

• Paul Andersen, Chair
• Bill Sandiford, Vice Chair
• Dan Alexander, Trustee
• Nancy Carter, Treasurer
• John Curran, President & CEO
• Patrick Gilmore, Secretary
• Aaron Hughes, Trustee

Note Taker:

• Therese Simcox

ARIN Staff:

• Nate Davis, COO
• Mark Kosters, CTO

ARIN Counsel:

• Stephen M. Ryan, Esq.

1. Welcome & Agenda Review

The Chair called the meeting to order at 12:00 p.m. EST, and welcomed the Board to the meeting. The presence of quorum was noted. He asked for any comments on the agenda. There were none.

2. Consent Agenda

• Approval of the Board Minutes of 18 January 2018. (Exhibit A)
• ARIN Customer Satisfaction Survey Results. Informational item. (Exhibit B)

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

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

The Chair called for any comments. There were none.

The motion carried with no objections.

3. ARIN Board Expansion

(Exhibit C, Exhibit D, Exhibit E)

The President provided a presentation regarding the concerns with the present size of the ARIN Board and a recommendation to increase the size from six elected members to nine elected members. He explained that per the ARIN Bylaws, a consultation with the community would need to be held and 4/5ths vote of the Board is required to initiate a consultation on the matter. He noted that a similar consultation was conducted last year, but for the purposes of seeking a Board with more diversity of background. He explained that ARIN still has the issue of having a smaller Board that must represent a very large Internet industry. While appropriately staffed for a typical trade association of its size, ARIN operates in a dynamic and changing climate and its strategic direction affects many other organizations in the Internet ecosystem. He believes it is too small given the importance of decisions that are and will be undertaken, and their potential for impact on the Internet ecosystem. Thus, the President recommended expanding the Board’s size.

It was moved by John Curran, and seconded by Aaron Hughes, 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. Discussion ensued among the Board with regard to last year’s consultation process on the matter and differences with this proposed consultation process. The Board expressed their opinions noting that diversity of background is presently being addressed through the election and appointment processes already in place. Board expansion was discussed with the Board expressing their opinions of whether they believed it is needed, and the process by which to proceed.

The motion to begin a consultation process on Board expansion carried with six in favor, (Dan Alexander, Paul Andersen, Nancy Carter, John Curran, Patrick Gilmore, Aaron Hughes), and one against (Bill Sandiford).

The Chair requested the President to circulate draft text of the consultation to the Board for review and feedback prior to sending to the community in order to ensure it is written to provide a complete understanding of the matter to the community. The President agreed to do so.

4. Revised 2018 Fellowship Selection Committee Charter

(Exhibit F, Exhibit G)

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

“The ARIN Board of Trustees adopts the revised 2018 Fellowship Selection Committee Charter, as written.”

The Chair called for discussion. The President presented the changes to the Charter to the Board. It was noted that the Charter was discussed in January, including changes to allow Fellows who had attended ARIN meetings in the past to be able to reapply. The Charter proposed at that time indicated that Fellows could not apply more than twice; however, it was the sense of the Board that there did not need to be a limit, therefore, the ability to apply no more than twice has been removed.

The President further explained that when the parameter was removed, the language became unclear whether a Fellow could actually reapply at all. He stated the need to add text to make it clear that one could do so. It was also noted in the language so that those that did not complete an evaluation form after attending would not be eligible to reapply.

The motion carried with no objections.

5. Revised Audit Committee Charter

(Exhibit H, Exhibit I)

The President explained that the revised Charter clarifies that the Treasurer, President and COO should be observers to the Committee, and thus available for informational purposes. This does not prevent Audit Committee from meeting in executive session without observers if it so chooses. He noted that both the Treasurer and the Audit Committee Chair agreed with the changes.

It was moved by John Curran and seconded by Nancy Carter, that:

“The ARIN Board of Trustees adopts the revised Audit Committee Charter, as written.”

The Chair called for discussion. There were no comments.

The motion carried with no objections.

6. ARIN Software Development Organization

(Exhibit J)

Mark Kosters, ARIN CTO, provided a confidential informational presentation to the Board on ARIN’s engineering department’s software development processes, teams, and projects.

7. ARIN Board Appointment Process

President stated that ARIN Bylaws allow for the Board to appoint an additional Board seat for a period of one year. The President said that he is working on process for such appointments so that vetting requirements are similar to that of the nomination process, and he would propose that the Board use the NomCom for this purpose if desired. Doing so would ensure that when ARIN has candidates for appointment or via the election slate, the Board would know they are appropriately qualified. He stated he would present the process to the Board at their next teleconference in March.

The Chair noted work on updates have been in progress, but more information is needed, i.e., what other organizations similar to ARIN use in appointments and election processes - as a guideline to elevate ARIN’s evaluation process used by the NomCom.

8. Legal Update

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

9. Any Other Business

The Chair called for any other business.

ARIN Board August Workshop

The President stated that the Board’s August Workshop destination needed to be determined in order for staff to begin planning accommodations, etc. A poll has been sent to the Board to garner their availability for the meeting. The Chair stated it was completed just prior to today’s Board teleconference. The President thanked the Board for their participation.

ARIN Board May Teleconference Date

The President further stated that a poll will be sent to the Board to garner availability for the Board’s May teleconference shortly, noting that their March and April meetings have been set.

10. Adjournment

The Chair entertained a motion to adjourn at 1:47 p.m. EST. Aaron Hughes moved to adjourn, seconded by John Curran. The meeting adjourned with no objections.